November 17, 2020
VIA EDGAR
Mr. Chris Edwards
Securities and Exchange Commission
Office of Life Sciences
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Sotera Health Company
Registration Statement on Form S-1 (File No. 333-249648)
Dear Mr. Edwards:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Sotera Health Company (the Company) hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1, as amended, be accelerated so that it will be declared effective by 4:00 p.m., Eastern Time, on November 19, 2020 (the Effective Date), or as soon as possible thereafter. We ask, however, that the Registration Statement not be declared effective until you speak to our counsel on the Effective Date.
Please contact David Lopez of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Company, at (212) 225 2632, prior to declaring the Registration Statement effective on the Effective Date, or if you have any other questions or concerns regarding this matter.
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Securities and Exchange Commission
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Sincerely, |
/s/ Matthew J. Klaben |
Matthew J. Klaben |
General Counsel |
cc: | Tracie Mariner |
Sasha Parikh
Dorrie Yale
Securities and Exchange Commission
David Lopez
Cleary Gottlieb Steen & Hamilton LLP
Arthur D. Robinson
John C. Ericson
Simpson Thacher & Bartlett LLP
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