J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Credit Suisse Securities (USA) LLC
11 Madison Avenue
New York, New York 10010
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Jefferies LLC
520 Madison Avenue
New York, New York 10022
November 17, 2020
VIA EDGAR
Mr. Chris Edwards
Securities and Exchange Commission
Office of Life Sciences
Division of Corporate Finance
100 F Street, NE
Washington, DC 20549-7553
| Re: | Sotera Health Company |
Registration Statement on Form S-1 (File No. 333-249648)
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Sotera Health Company (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Washington, D.C. time, on November 19, 2020, or as soon thereafter as practicable, or at such later time as the Company or its counsel may request via telephone call to the staff.
Pursuant to Rule 460 under the Act, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated November 12, 2020:
| (i) | Dates of distribution: November 12, 2020 through the date hereof. |
| (ii) | Number of prospectuses distributed: a total of approximately 3,032 copies of the prospectus were distributed to prospective underwriters, institutional investors, dealers and others. |
We have complied and will comply, and have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
J.P. MORGAN SECURITIES LLC
CREDIT SUISSE SECURITIES (USA) LLC
GOLDMAN SACHS & CO. LLC
JEFFERIES LLC
As Representatives of the Underwriters
| By: | J.P. MORGAN SECURITIES LLC | |
| /s/ David Ke | ||
| Authorized Signatory | ||
| By: | CREDIT SUISSE SECURITIES (USA) LLC | |
| /s/ Andres Londono | ||
| Authorized Signatory | ||
| By: | GOLDMAN SACHS & CO. LLC | |
| /s/ Elizabeth Wood | ||
| Authorized Signatory | ||
| By: | JEFFERIES LLC | |
| /s/ Michael Robinson | ||
| Authorized Signatory | ||
[Signature Page to Underwriters’ Acceleration Request]