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United States securities and exchange commission logo
September 29, 2020
Michael Petras, Jr.
Chairman and Chief Executive Officer
Sotera Health Topco, Inc.
9100 South Hills Blvd, Suite 300
Broadview Heights, OH 44147
Re: Sotera Health
Topco, Inc.
Draft Registration
Statement on Form S-1
Submitted September
2, 2020
CIK No. 0001822479
Dear Mr. Petras:
We have reviewed your draft registration statement and have the
following comments. 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1. Please include
disclosure of your controlled company status on the prospectus cover page,
the amount of the
voting power the controlling shareholder will own following the
completion of the
offering, and, if true, that you do not intend to comply with certain
corporate governance
requirements.
Market, Industry and Other Data, page iii
2. It is not appropriate
to directly or indirectly disclaim liability for statements in your
registration statement.
Accordingly, please delete your statements that the accuracy and
completeness of
information contained in consultants reports and industry publications is
Michael Petras, Jr.
Sotera Health Topco, Inc.
September 29, 2020
Page 2
not guaranteed, that your internal company analyses have not been
verified by any
independent source, and that neither you nor the underwriters make any
representation as
to the accuracy of such information.
Summary
Industry Overview, page 5
3. We note the statement the global population is expected to increase by
1 billion people by
2025 and of that 1 billion, approximately 300 million will reach age
65 or older. Please
clarify whether the 300 million will reach the age of 65 by the year
2025 or sometime
after that. We also note the estimated global healthcare costs of
approximately $4 trillion
in 2019 and projected to reach more than $6 trillion by 2027. Please
highlight what
fraction of that estimate is represented by services you provide.
Invest in technical and regulatory capabilities to enhance our leadership
position, page 8
4. We note your statement that you are "a respected industry partner for
regulators as they
are defining industry standards of safety for the future." Please
provide the basis for this
statement and the similar statement on page 109 in which you state you
have established credibility and trust with regulators and standards
writing organizations.
Risk Factor Summary, page 9
5. We refer to your "Key Strengths" and "Our Strategy" sections in the
Summary. For
balance, please revise so that your Summary risks disclosure is of the
same prominence
and features a corresponding level of discussion and specificity as
these other sections.
For example, expand your disclosure to discuss your EO emissions legal
proceedings,
including that your per occurrence limit for claims relating to
Willowbrook EO emissions
has been reached, and that additional EO lawsuits have been filed
recently. Additional
examples include expanding your disclosures regarding your total
long-term debt and
stockholders' agreement.
Risk Factors, page 20
6. We note your disclosures relating to the Sponsors' concentrated
ownership. Please expand
your risk factor disclosures as appropriate to discuss other interests
that may conflict
between the Sponsors and your other shareholders, such as recent
distributions they have
received, and may receive in connection with the offering, and add a
corresponding
FirstName LastNameMichael Petras, Jr.
discussion in your Summary. We note, for example, your disclosure on
page F-39 that the
Comapany NameSotera
effect Health of
of the conversion Topco,
TopcoInc.
Parent units will result in a
material increase of loss per
share.
September 29, 2020 Page 2
FirstName LastName
Michael Petras, Jr.
FirstName LastNameMichael Petras, Jr.
Sotera Health Topco, Inc.
Comapany 29,
September NameSotera
2020 Health Topco, Inc.
September
Page 3 29, 2020 Page 3
FirstName LastName
Our substantial leverage could adversely affect our ability to raise additional
capital to fund our
operations..., page 38
7. Please quantify your debt service requirements and disclose the
percentage of your cash
flow that must be dedicated to debt service, both principle and
interest.
A lowering or withdrawal of the ratings assigned to our debt. . . , page 40
8. Please revise to specify your debt's ratings.
Cautionary Note Regarding Forward-Looking Statements, page 50
9. We note the statement that you undertake no obligation to update
forward-looking
statements publicly in light of new information or future events.
Please revise to clarify
that you will update this information to the extent required by law.
Use of Proceeds, page 51
10. Please disclose the interest rate and maturity date for each item of
indebtedness to be
discharged using the proceeds of the offering. If the indebtedness to
be discharged was
incurred within one year, describe the use of the proceeds of such
indebtedness. Refer to
Instruction 4 to Item 504 of Regulation S-K.
Capitalization, page 53
11. On page 128, you disclose that upon the occurrence of a change of
control, all then
outstanding unvested Class B-1 Units held by Unitholders will become
vested as of the
date of consummation of such change of control. In addition, on page
64, you disclose that
you expect to recognize the remaining expense associated with the
performance vesting
awards "upon the listing and public trading of your common stock."
Please tell us
why stock compensation expense is not reflected as a pro forma
adjustment in the
capitalization table.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Components Of Our Results Of Operations
Operating Expenses
SG&A Expenses, page 64
12. Once you have an estimated offering price or range, please explain to
us how you
determined the fair value of the common stock underlying your equity
issuances and the
reasons for any differences between the recent valuations of your
common stock leading
up to the IPO and the estimated offering price. This information will
help facilitate our
review of your accounting for equity issuances including stock
compensation and
beneficial conversion features. Please discuss with the staff how to
submit your response.
Michael Petras, Jr.
FirstName LastNameMichael Petras, Jr.
Sotera Health Topco, Inc.
Comapany 29,
September NameSotera
2020 Health Topco, Inc.
September
Page 4 29, 2020 Page 4
FirstName LastName
Consolidated Results of Operations, page 66
13. For each of the periods presented, please quantify the impact each of
the factors
identified had on each of the components of your results of operations
as well as your
segment operations beginning on page 73. Refer to Item 303 of
Regulation S-K.
Liquidity and Capital Resources, page 76
14. We note your disclosure stating that the increase in cash provided by
operating activities
from fiscal year 2018 to fiscal year 2019 was driven by "strong
operating performance".
Please expand your disclosure to quantify and discuss in further
detail the underlying
reasons for the changes reported in your Statements of Cash Flows,
which contributed to
a stronger operating performance. Refer to Item 303(a)(1) of
Regulation S-K and FRC
Section 501.13.b and 13.b.1 for guidance.
Certain Relationships and Related Party Transactions, page 136
15. Please include a description of the facility lease with an immediate
family member of
management that is described on pages F-36 and F-72 or tell us why
such disclosure is not
required.
Notes to Consolidated Financial Statements
8. Goodwill and Other Intangible Assets, page F-20
16. Please disclose when the initial amounts of customer relationships,
proprietary
technology, and sealed source and supply agreements were initially
recorded and the
transaction in which they were initially established.
General
17. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
Michael Petras, Jr.
FirstName LastNameMichael Petras, Jr.
Sotera Health Topco, Inc.
Comapany 29,
September NameSotera
2020 Health Topco, Inc.
September
Page 5 29, 2020 Page 5
FirstName LastName
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 Chris Edwards at (202) 551-6761 or Dorrie Yale at (202) 551-8776 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: David Lopez, Esq.