0001387131-21-003870.txt : 20210324 0001387131-21-003870.hdr.sgml : 20210324 20210324205811 ACCESSION NUMBER: 0001387131-21-003870 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210322 FILED AS OF DATE: 20210324 DATE AS OF CHANGE: 20210324 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO. CENTRAL INDEX KEY: 0000929408 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 21769826 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 FORMER NAME: FORMER CONFORMED NAME: WARBURG PINCUS & CO DATE OF NAME CHANGE: 19940901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity XI, L.P. CENTRAL INDEX KEY: 0001540163 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 21769825 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: 450 LEXINGTON AVENUE STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: 450 LEXINGTON AVENUE STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WP XI Partners, L.P. CENTRAL INDEX KEY: 0001540164 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 21769824 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: 450 LEXINGTON AVENUE STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: 450 LEXINGTON AVENUE STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity XI-B, L.P. CENTRAL INDEX KEY: 0001540166 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 21769822 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: 450 LEXINGTON AVENUE STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: 450 LEXINGTON AVENUE STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus XI, L.P. CENTRAL INDEX KEY: 0001540167 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 21769820 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: 450 LEXINGTON AVENUE STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: 450 LEXINGTON AVENUE STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bull Co-Invest L.P. CENTRAL INDEX KEY: 0001832693 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 21769821 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus XI Partners, L.P. CENTRAL INDEX KEY: 0001540386 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 21769823 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: WArburg Pincus XI Partners, L.P. DATE OF NAME CHANGE: 20120125 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Partners GP LLC CENTRAL INDEX KEY: 0001621224 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 21769817 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Partners II, L.P. CENTRAL INDEX KEY: 0001658787 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 21769818 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: C/O WARBURG PINCUS LLC CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: C/O WARBURG PINCUS LLC CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WP Global LLC CENTRAL INDEX KEY: 0001540385 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 21769819 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 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 4 1 ownership.xml X0306 4 2021-03-22 0 0001822479 Sotera Health Co SHC 0000929408 WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY NY 100173147 1 0 1 0 0001540163 Warburg Pincus Private Equity XI, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE 450 LEXINGTON AVENUE NY 10017 1 0 1 0 0001540164 WP XI Partners, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE 450 LEXINGTON AVENUE NY 10017 1 0 1 0 0001540386 Warburg Pincus XI Partners, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001540166 Warburg Pincus Private Equity XI-B, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE 450 LEXINGTON AVENUE NY 10017 1 0 1 0 0001832693 Bull Co-Invest L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001540167 Warburg Pincus XI, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE 450 LEXINGTON AVENUE NY 10017 1 0 1 0 0001540385 WP Global LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001658787 Warburg Pincus Partners II, L.P. 450 LEXINGTON AVENUE C/O WARBURG PINCUS LLC NEW YORK NY 10017 1 0 1 0 0001621224 Warburg Pincus Partners GP LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 Common Stock, $0.01 par value per share ("Common Stock") 2021-03-22 4 S 0 13512582 26.1225 D 105417315 I See Footnote On March 22, 2021, certain of the Warburg Pincus Entities (as defined below) sold a total of 13,512,582 shares of Common Stock of Sotera Health Company (the "Issuer") in an underwritten public secondary offering (the "Offering"). Following the Offering, consists of (i) 84,093,443 shares of Common Stock of the Issuer held by Warburg Pincus Private Equity XI, L.P., Warburg Pincus XI Partners, L.P., WP XI Partners, L.P., Warburg Pincus Private Equity XI-B, L.P. (collectively, the "WP XI Funds"), (ii) 269,963 shares of Common Stock of the Issuer held by Warburg Pincus Private Equity XI-C, L.P. ("WP XI-C") and (iii) 21,053,909 shares of Common Stock of the Issuer held by Bull Co-Invest L.P., a Delaware limited partnership ("Bull Co-Invest"). Warburg Pincus XI, L.P., a Delaware limited partnership ("WP XI LP"), is the general partner of the WP XI Funds. WP Global LLC ("WP Global"), is the general partner of WP XI LP. Warburg Pincus Partners II, L.P. ("WPP II") is the managing member of WP Global. Warburg Pincus Partners GP LLC ("WPP GP LLC") is the general partner of WPP II. Warburg Pincus & Co. ("WP") is the managing member of WPP GP LLC. Warburg Pincus (Cayman) XI, L.P. ("WP Cayman") is the general partner of WP XI-C. Warburg Pincus XI-C, LLC ("Warburg Pincus XI-C") is the general partner of WP Cayman. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman") is the managing member of Warburg Pincus XI-C. Warburg Pincus (Bermuda) Private Equity GP Ltd. ("Warburg Pincus (Bermuda)") is the general partner of WPP II Cayman. WP Bull Manager, LLC ("WP Bull Manager") is the general partner of Bull Co-Invest. WP is the managing member of WP Bull Manager, LLC. Warburg Pincus LLC ("WP LLC") is the manager of the WP XI Funds and WP XI-C. The WP XI Funds, Bull Co-Invest, WP XI-C, WP XI LP, WP Global, WPP II, WPP GP LLC, WP Cayman, Warburg Pincus XI-C, WPP II Cayman, Warburg Pincus (Bermuda), WP Bull Manager, WP LLC and WP are collectively referred to herein as the "Warburg Pincus Entities." Each Warburg Pincus Entity disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer, except to the extent of its pecuniary interest in such shares of Common Stock, if any. The WP XI Funds, WP XI-C, Bull Co-Invest, WP XI LP, WP Global, WPP II, WPP GP LLC, WP, WP Cayman, WPP II Cayman, Warburg Pincus (Bermuda), Warburg Pincus XI-C and WP Bull Manager are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Information with respect to each of the Warburg Pincus Entities is given solely by such Warburg Pincus Entity, and no Warburg Pincus Entity has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Entity. Form 1 of 2. Two reports are filed that relate to the same transactions. See Form 2 of 2 for additional reporting entities. Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. /s/ Harsha Marti, as Partner of Warburg Pincus & Co. 2021-03-24 /s/ Harsha Marti, as Partner of WP, the managing member of WPP GP LLC, the general partner of WPP II, the managing member of WP Global, the general partner of WP XI LP, the general partner of Warburg Pincus Private Equity XI, L.P. 2021-03-24 /s/ Harsha Marti, as Partner of WP, the managing member of WPP GP LLC, the general partner of WPP II, the managing member of WP Global, the general partner of WP XI LP, the general partner of WP XI Partners, L.P. 2021-03-24 /s/ Harsha Marti, as Partner of WP, the managing member of WPP GP LLC, the general partner of WPP II, the managing member of WP Global, the general partner of WP XI LP, the general partner of Warburg Pincus XI Partners, L.P. 2021-03-24 /s/ Harsha Marti, as Partner of WP, the managing member of WPP GP LLC, the general partner of WPP II, the managing member of WP Global, the general partner of WP XI LP, the general partner of Warburg Pincus Private Equity XI-B, L.P. 2021-03-24 /s/ Harsha Marti, as Partner of WP, the managing member of WP Bull Manager, the general partner of Bull Co-Invest, L.P. 2021-03-24 /s/ Harsha Marti, as Partner of WP, the managing member of WPP GP LLC, the general partner of WPP II, the managing member of WP Global, the general partner of Warburg Pincus XI, L.P. 2021-03-24 /s/ Harsha Marti, as Partner of WP, the managing member of WPP GP LLC, the general partner of WPP II, the managing member of WP Global LLC 2021-03-24 /s/ Harsha Marti, as Partner of WP, the managing member of WPP GP LLC, the general partner of Warburg Pincus Partners II, L.P. 2021-03-24 /s/ Harsha Marti, as Partner of WP, the managing member of Warburg Pincus Partners GP LLC 2021-03-24