United States securities and exchange commission logo

                               November 9, 2020

       Michael Petras, Jr.
       Chairman and Chief Executive Officer
       Sotera Health Company
       9100 South Hills Blvd, Suite 300
       Broadview Heights, OH 44147

                                                        Re: Sotera Health
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed November 2,
                                                            File No. 333-249648

       Dear Mr. Petras:

               We have reviewed your amended registration statement and have
the following
       comment. In some of our comments, we may ask you to provide us with
information so we may
       better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your

              After reviewing any amendment to your registration statement and
the information you
       provide in response to the comment, we may have additional comments.

       Amendment No. 1 to Form S-1


   1.                                                   We note your
disclosures in the prospectus stating that your amended and restated
                                                        certificate of
incorporation provides that derivative actions will be brought in the Court of
                                                        Chancery, or any state
or federal court located within the State of Delaware if the Court of
                                                        Chancery does not have
jurisdiction. However, the exclusive forum provision set forth in
                                                        your Exhibit 3.1 does
not include the reference to a federal court if the Court of Chancery
                                                        does not have
jurisdiction. Please revise to clarify whether this provision applies to
                                                        arising under the
Exchange Act, and please also ensure that the exclusive forum provision
                                                        in the governing
documents states this clearly, or tell us how you will inform investors in
                                                        future filings that the
provision does not apply to any actions arising under the Exchange
 Michael Petras, Jr.
Sotera Health Company
November 9, 2020
Page 2

       You may contact Tracie Mariner at 202-551-3744 or Sasha Parikh at
202-551-3627 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Christopher Edwards at 202-551-6761 or Dorrie Yale at 202-551-8776 with
any other

FirstName LastNameMichael Petras, Jr.
                                                          Division of
Corporation Finance
Comapany NameSotera Health Company
                                                          Office of Life
November 9, 2020 Page 2
cc:       David Lopez, Esq.
FirstName LastName