0001387131-20-010137.txt : 20201120 0001387131-20-010137.hdr.sgml : 20201120 20201120201554 ACCESSION NUMBER: 0001387131-20-010137 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201120 FILED AS OF DATE: 20201120 DATE AS OF CHANGE: 20201120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR INVESTMENT XI LLC CENTRAL INDEX KEY: 0001827977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 201334066 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR FUND XI/A LP CENTRAL INDEX KEY: 0001591434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 201334067 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR FUND XI/C LP CENTRAL INDEX KEY: 0001591436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 201334068 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR CO-INVEST XI LP CENTRAL INDEX KEY: 0001591432 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 201334069 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR PARTNERS XI/A&C LP CENTRAL INDEX KEY: 0001828028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 201334070 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sotera Health Co CENTRAL INDEX KEY: 0001822479 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 473531161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9100 SOUTH HILLS BLVD, SUITE 300 CITY: BROADVIEW HEIGHTS STATE: OH ZIP: 44147 BUSINESS PHONE: 440-262-1410 MAIL ADDRESS: STREET 1: 9100 SOUTH HILLS BLVD, SUITE 300 CITY: BROADVIEW HEIGHTS STATE: OH ZIP: 44147 FORMER COMPANY: FORMER CONFORMED NAME: Sotera Health Topco, Inc. DATE OF NAME CHANGE: 20200824 3 1 ownership.xml INITIAL STATEMENT OF BENEFICIAL OWNERSHIP X0206 3 2020-11-20 0 0001822479 Sotera Health Co SHC 0001827977 GTCR INVESTMENT XI LLC 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001591434 GTCR FUND XI/A LP 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001591436 GTCR FUND XI/C LP 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001591432 GTCR CO-INVEST XI LP 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001828028 GTCR PARTNERS XI/A&C LP 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO IL 60654 1 0 1 0 Common Stock, $0.01 par value per share ("Common Stock") 79286597 I See Footnote Includes 79,286,597 shares of Common Stock received as a liquidating distribution from Sotera Health Topco Parent, L.P. ("Topco Parent"). Reflects 62,928,028 shares of Common Stock held directly by GTCR Fund XI/A LP, a Delaware limited partnership ("Fund XI/A"), 15,854,227 shares of Common Stock held directly by GTCR Fund XI/C LP, a Delaware limited partnership ("Fund XI/C"), and 504,342 shares of Common Stock held directly by GTCR Co-Invest XI LP, a Delaware limited partnership ("Co-Invest XI", and together, with Fund XI/A and Fund XI/C, the "GTCR XI Funds"). GTCR Partners XI/A&C LP ("Partners XI/A&C") is the general partner of each of Fund XI/A and Fund XI/C. GTCR Investment XI LLC ("Investment XI"), is the general partner of Co-Invest XI and Partners XI/A&C. Investment XI is managed by a board of managers (the "GTCR Board of Managers") consisting of Mark M. Anderson, Craig A. Bondy, Aaron D. Cohen, Sean L. Cunningham, Benjamin J. Daverman, David A Donnini, Constantine S. Mihas and Collin E. Roche, and no single person has voting or dispositive authority over the shares of Common Stock. (continued from footnote 2) Each of GTCR Partners XI/A&C, GTCR Investment XI and the GTCR Board of Managers may be deemed to share beneficial ownership of the shares of Common Stock held of record by the GTCR XI Funds, and each of the individual members of the GTCR Board of Managers disclaims beneficial ownership of the shares of Common Stock held of record by the GTCR XI Funds except to the extent of his pecuniary interest therein. Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. Information with respect to each of the GTCR Entities is given solely by such GTCR Entity, and no GTCR Entity has responsibility for the accuracy or completeness of information supplied by another GTCR Entity. Exhibit 24.1 - Power of Attorney /s/ Jeffrey Wright, as Principal of GTCR Investment XI LLC, the general partner of GTCR Partners XI/A&C LP, the general partner of GTCR FUND XI/A LP 2020-11-20 /s/ Jeffrey Wright, as Principal of GTCR Investment XI LLC, the general partner of GTCR Partners XI/A&C LP, the general partner of GTCR FUND XI/C LP 2020-11-20 /s/ Jeffrey Wright, as Principal of GTCR Investment XI LLC, the general partner of GTCR CO-INVEST XI LP 2020-11-20 /s/ Jeffrey Wright, as Principal of GTCR Investment XI LLC, the general partner of GTCR PARTNERS XI/A&C LP 2020-11-20 /s/ Jeffrey Wright, as Principal of GTCR INVESTMENT XI LLC 2020-11-20 EX-24.1 2 ex24-1.htm POWER OF ATTORNEY
 

Sotera Health Company Form 3

EXHIBIT 24.1

 

November 19, 2020

POWER OF ATTORNEY

FOR SECTION 16 REPORTING OBLIGATIONS

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of David Donnini, Sean Cunningham, Constantine Mihas and Jeffrey Wright, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding shares of common stock of Sotera Health Company, a Delaware corporation (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 (including any amendments, supplements or exhibits thereto) and timely file such form with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority, including the New York Stock Exchange, and including without limitation the filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Form 3, 4 and 5 electronically with the SEC; (iii) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to each of the undersigned’s attorneys-in-fact appointed by this Power of Attorney and ratifies any such release of information; and (iv) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the earlier of (i) the date on which the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company; and (ii) the revocation of this Power of Attorney by the undersigned in a signed writing delivered to each of such attorneys-in-fact.  This Power of Attorney may be filed with the Commission as a conforming statement of the authority granted herein.


 

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

Signed and acknowledged:

 

GTCR CO-INVEST XI LP

 

By: GTCR Investment XI LLC
Its: General Partner

 

 

By:  /s/ Constantine S. Mihas

Name: Constantine S. Mihas

Title: Principal

 

GTCR FUND XI/A LP

 

By: GTCR Partners XI/A&C LP

Its: General Partner

 

By: GTCR Investment XI LLC

Its: General Partner

 

 

By:  /s/ Constantine S. Mihas

Name: Constantine S. Mihas

Title: Principal

 

GTCR FUND XI/C LP

 

By: GTCR Partners XI/A&C LP

Its: General Partner

 

By: GTCR Investment XI LLC

Its: General Partner

 

 

By:  /s/ Constantine S. Mihas

Name: Constantine S. Mihas

Title: Principal

 

 

 

 

 

 

 

 

 

GTCR PARTNERS XI/A&C LP

 

By: GTCR Investment XI LLC

Its: General Partner

 

 

By:  /s/ Constantine S. Mihas

Name: Constantine S. Mihas

Title: Principal

 

 

GTCR INVESTMENT XI LLC

 

 

By:  /s/ Constantine S. Mihas

Name: Constantine S. Mihas

Title: Principal