Item 7.01. Regulation FD Disclosure.
As previously disclosed, Sotera Health Company (the "Company") is seeking an
amendment (the "Amendment") to its First Lien Credit Agreement dated as of
December 13, 2019 by and among the Company, Sotera Health Holdings, LLC, the
Lenders from time to time party thereto and the Administrative Agent (as
amended, the "Credit Agreement"). The Amendment will, among other things, reduce
the annual interest rate applicable to term loans under the Credit Agreement
from LIBOR plus 4.50% with a LIBOR floor of 1.00% to LIBOR plus 2.75% with a
LIBOR floor of 0.50%. The total amount of outstanding term loans under the
Credit Agreement as of December 31, 2020 was approximately $1.76 billion. The
precise timing and terms of the Amendment are subject to customary closing
conditions, market conditions and other factors. No assurance can be made that
the Amendment will be consummated on the proposed terms or at all.
The information in this Item 7.01 is being furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to liability under that
section, and shall not be deemed to be incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, unless
expressly incorporated by specific reference in such filing.
Forward-looking Statements.
This report contains forward-looking statements that reflect management's
expectations about future events and the Company's operating plans and
performance and speak only as of the date hereof. You can identify these
forward-looking statements by the use of forward-looking words such as "will,"
"may," "plan," "estimate," "project," "believe," "anticipate," "expect,"
"intend," "should," "would," "could," "target," "goal," "continue to,"
"positioned to," "are confident" or the negative version of those words or other
comparable words. Any forward-looking statements contained in this report are
based upon our historical performance and on our current plans, estimates and
expectations in light of information currently available to us. Examples of such
statements in this report include, but are not limited to, statements about the
expected terms of the Amendment. The inclusion of this forward-looking
information should not be regarded as a representation by us that the future
plans, estimates or expectations contemplated by us will be achieved. These
forward-looking statements are subject to various risks, uncertainties and
assumptions relating to our operations, financial results, financial condition,
business, prospects, growth strategy and liquidity. For additional discussion of
these risks and uncertainties, please refer to our filings with the SEC. We do
not undertake any obligation to publicly update or revise these forward-looking
statements, except as required by law.

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