Item 2.02. Results of Operations and Financial Condition.

See Item 7.01-Updated Financial Guidance below, which is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

Updated Financial Guidance

On January 9, 2023, Sotera Health Company (the "Company") issued a press release announcing preliminary revenue results for full-year 2022 (the "Press Release"). A copy of the Press Release is attached hereto as Exhibit 99.1.

These preliminary revenue results are based on information available to the Company as of January 9, 2023 and are subject to completion of the Company's year-end financial closing procedures and audit by the Company's independent registered public accounting firm. The range of revenues included in the Press Release is in line with the guidance provided at the time of the Company's third quarter earnings release.

J.P. Morgan Healthcare Conference Presentation

As previously announced, Michael B. Petras, Jr., Chairman and CEO of the Company, will deliver a business update at the 41st Annual J.P. Morgan Healthcare Conference on January 9, 2023 at 7:30 p.m. Eastern. A copy of the Company's slide presentation and a link to the live presentation, or a replay of the webcast of the presentation, may be accessed via the Investor Relations section of the Company's website.

Incremental Debt Capital Raise

The Company is considering incremental debt financing in the first quarter of 2023 to further enhance liquidity due to needs associated with litigation, including to secure collateral needed for our appeal of the adverse judgment in the Illinois ethylene oxide litigation. This financing may include secured debt raised in the bank or capital markets, which may increase Company leverage above its long-term target net leverage range of 2.0x - 4.0x. There can be no assurance Sotera Health will be successful in obtaining such financing, which will depend on market conditions and other factors subject to change.

The information in Item 2.02 and Item 7.01, including Exhibit 99.1, 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.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits
Exhibit Number             Description
99.1                         Press Release issued by Sotera Health Company, dated January 9, 2023

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