March 15, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Ada D. Sarmento
Re: Sotera Health Company
Registration Statement on Form S-1
File No. 333-254287
Acceleration Request
Requested Date: March 17, 2021
Requested Time: 4:00 p.m., Eastern Standard Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the Act), J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and Jefferies LLC, as representatives of the several underwriters, hereby join Sotera Health Company in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-254287) (the Registration Statement) to become effective on March 17, 2021, at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.
Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.
[Signature Page Follows]
Very truly yours, | ||
J.P. MORGAN SECURITIES LLC |
By: |
/s/ David Ke |
Name: |
David Ke | |
Title: |
Executive Director | |
CREDIT SUISSE SECURITIES (USA) LLC |
By: |
/s/ Andres Londono |
Name: |
Andres Londono | |
Title: |
Director | |
GOLDMAN SACHS & CO. LLC |
By: |
/s/ Elizabeth Wood |
Name: |
Elizabeth Wood | |
Title: |
Managing Director | |
JEFFERIES LLC |
By: |
/s/ Michael Robinson |
Name: |
Michael Robinson | |
Title: |
Managing Director |
cc: Michael B. Petras, Jr., Sotera Health Company
David Lopez, Cleary Gottlieb Steen & Hamilton LLP
Arthur D. Robinson, Simpson Thacher & Bartlett LLP
Jean Park, Simpson Thacher & Bartlett LLP
[Signature page to Underwriters Acceleration Request]