UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2020

 

 

Avantor, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38912   82-2758923

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

Radnor Corporate Center

Building One, Suite 200

100 Matsonford Road

Radnor, PA

  19087
  (Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (610) 386-1700

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value   AVTR   New York Stock Exchange
6.250% Series A Mandatory Convertible Preferred Stock, $0.01 par value   AVTR PRA   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 8.01

Other Events

On October 30, 2020, Avantor, Inc. (the “Company”) issued a press release announcing the upsize and pricing of the previously announced offering by Avantor Funding, Inc., a wholly-owned subsidiary of the Company (“Avantor Funding”), of €650,000,000 aggregate principal amount of 2.625% Senior First Lien Notes due 2025 (collectively, the “Notes”). The principal amount of the Notes has been upsized from the €550,000,000 previously announced. The offering is expected to close on November 6, 2020, subject to customary closing conditions.

On October 30, 2020, Avantor Funding also priced an aggregate principal amount of $1,175,000,000 of incremental senior secured first lien term loans (the “Incremental Term Loans”) which will be borrowed under Avantor Funding’s existing credit agreement. The Incremental Term Loans will bear interest at a rate of LIBOR plus a spread of 2.50% per annum (or the alternate base rate plus a spread of 1.50% per annum). The Incremental Term Loans are expected to be funded on November 6, 2020, subject to customary closing conditions.

Avantor Funding intends to use the net proceeds from the sale of the Notes, along with the net proceeds from the Incremental Term Loans, borrowings under the Company’s A/R facility and cash on hand, to redeem all of its 6.000% Senior First Lien Notes due 2024 and 4.750% Senior First Lien Notes due 2024 and to pay all fees and expenses related thereto.

The offering of the Notes was made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in the United States only to persons reasonably believed to be “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act, or outside the United States pursuant to Regulation S under the Securities Act.

The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 8.01.

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit

Number

  

Description

99.1    Press Release, dated October 30, 2020.

 

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: October 30, 2020

      Avantor, Inc.
   

By:

 

/s/ Steven Eck

     

Steven Eck

Senior Vice President and Chief Accounting Officer

 

3

Exhibit 99.1

 

LOGO

News release

 

 

FOR IMMEDIATE RELEASE

Avantor® Announces Upsizing and Pricing of Offering of €650.0 Million of Senior First Lien Notes

RADNOR, Pa., Oct. 30, 2020 - Avantor, Inc. (NYSE: AVTR) (“Avantor”), a leading global provider of mission-critical products and services to customers in the life sciences, advanced technologies and applied materials industries, announced today the pricing of the previously announced private offering by its wholly-owned subsidiary, Avantor Funding, Inc. (the “Issuer”), of €650.0 million aggregate principal amount of 2.625% Senior First Lien Notes due 2025 (the “Notes”). The principal amount of the Notes has been upsized from the €550.0 million previously announced. The Notes will mature on November 1, 2025. The offering is expected to close on November 6, 2020, subject to customary closing conditions.

The Notes will be guaranteed on a joint and several basis by Vail Holdco Sub LLC, the Issuer’s direct parent and a direct wholly-owned subsidiary of Avantor (“Holdco”), and by each of Holdco’s wholly-owned domestic subsidiaries that guarantees obligations under the Issuer’s senior secured credit facilities. The Notes will be secured on a first priority basis by substantially all of the tangible and intangible assets of the Issuer and the guarantors that secure obligations under the Issuer’s senior secured credit facilities.

The Issuer intends to use the net proceeds from the sale of the Notes, along with the net proceeds from an incremental term loan financing, borrowings under Avantor’s A/R facility and cash on hand, to redeem all of its 6.000% Senior First Lien Notes due 2024 and 4.750% Senior First Lien Notes due 2024 and to pay all fees and expenses related thereto.

The offering of the Notes was made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in the United States only to persons reasonably believed to be “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act, or outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any of the Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

LOGO

 

About Avantor

Avantor®, a Fortune 500 company, is a leading global provider of mission-critical products and services to customers in the biopharma, healthcare, education & government, and advanced technologies & applied materials industries. Our portfolio is used in virtually every stage of the most important research, development and production activities in the industries we serve. One of our greatest strengths comes from having a global infrastructure that is strategically located to support the needs of our customers. Our global footprint enables us to serve more than 225,000 customer locations and gives us extensive access to research laboratories and scientists in more than 180 countries. We set science in motion to create a better world.

Forward-Looking and Cautionary Statements

This press release contains, and oral statements made from time to time by Avantor’s representatives may contain, “forward-looking statements.” Forward-looking statements include statements regarding the proposed public offerings and other statements identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects” and similar references to future periods, or by the inclusion of forecasts or projections. Forward-looking statements are based on Avantor’s current expectations and assumptions regarding capital market conditions, Avantor’s business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, Avantor’s actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the scale and scope of the COVID-19 pandemic, regional, national or global political, economic, business, competitive, market and regulatory conditions, Avantor’s ability to anticipate consumer demand; changes in consumer confidence and spending; Avantor’s competitive environment and other factors set forth under “Risk Factors” in Avantor’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Any forward-looking statement made in this press release speaks only as of the date on which it is made. Avantor undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Media Contact

Allison Hosak

Senior Vice President, Global Communications

Avantor

+1 908-329-7281

Allison.Hosak@avantorsciences.com

 

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LOGO

 

Investor Relations Contact

Tommy J. Thomas, CPA

Vice President, Investor Relations

Avantor

+1 781-375-8051

Tommy.Thomas@avantorsciences.com

SOURCE Avantor and Financial News

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