8-K
Avantor, Inc. (AVTR)
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 19, 2021
Avantor, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38912 | 82-2758923 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
Radnor Corporate Center, Building One, Suite 200
100 Matsonford Road
Radnor, Pennsylvania 19087
(Address of principal executive offices, including zip code)
(610) 386-1700
(Registrant’s telephone number, including area code)
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<br> <br>Symbol(s) | Name of each exchange<br> <br>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 19, 2021, Avantor, Inc. (the “Company”) issued a press release announcing the commencement of a private offering of senior notes (the “Notes”) to be issued by its wholly-owned subsidiary, Avantor Funding, Inc. (the “Issuer”). 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.
Subsequently, on October 19, 2021, the Company issued a press release announcing the pricing of the previously announced offering of $800,000,000 aggregate principal amount of 3.875% Senior Notes due 2029. The offering is expected to close on October 26, 2021, subject to customary closing conditions. The full text of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 8.01.
The Issuer intends to use the net proceeds from the sale of the Notes, along with the net proceeds from certain other financing transactions, cash on hand and borrowings under the Company’s A/R facility, to finance the Company’s previously announced acquisition of the Masterflex bioprocessing business and related assets of Antylia Scientific and to pay related fees and expenses.
The offering of the Notes is being made in a private transaction in reliance upon an exemption from the registration requirements of 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.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit<br> <br>Number | Description |
| --- | --- |
| 99.1 | Press Release, dated October 19, 2021. |
| 99.2 | Press Release, dated October 19, 2021. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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 20, 2021 | Avantor, Inc. | |
|---|---|---|
| By: | /s/ Steven Eck | |
| Steven Eck<br> <br>Senior Vice President and Chief Accounting Officer |
3
EX-99.1
Exhibit 99.1
Avantor^®^ Announces Offering of Senior Notes
RADNOR, Pa., Oct. 19, 2021 —Avantor, Inc. (NYSE: AVTR) (“Avantor”), a leading global provider of mission-critical products and services to customers in the life sciences and advanced technologies & applied materials industries, announced today the commencement of a private offering of senior notes (the “Notes”) to be issued by its wholly-owned subsidiary, Avantor Funding, Inc. (the “Issuer”). 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 Issuer intends to use the net proceeds from the sale of the Notes, along with the net proceeds from certain other financing transactions, cash on hand and borrowings under Avantor’s A/R facility, to finance Avantor’s previously announced acquisition of the Masterflex bioprocessing business and related assets of Antylia Scientific and to pay related fees and expenses.
The offering of the Notes will be 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.
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. 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 forward-looking statements. All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our announced transaction with Masterflex and the related financing, as well as our financial condition, results of operations, plans, objectives, future performance and business. These statements may be preceded by, followed by or include the words “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “outlook,” “plan,” “potential,” “project,” “projection,” “seek,” “can,” “could,” “may,” “should,” “would,” “will,” the negatives thereof and other words and terms of similar meaning.
Forward-looking statements are inherently subject to risks, uncertainties and assumptions; they are not guarantees of performance. You should not place undue reliance on these statements. We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that our assumptions made in connection with the forward-looking statements are reasonable, we cannot assure you that the assumptions and expectations will prove to be correct. Factors that could contribute to these risks, uncertainties and assumptions include, but are not limited to, our current expectations and assumptions regarding capital market conditions, our ability to successfully integrate Masterflex into our operations and achieve anticipated synergies and our ability to execute related financing on favorable terms, as well as the factors described in “Risk Factors” in our 2020 Annual Report on Form 10-K for the year ended December 31, 2020, and in any subsequent Quarterly Reports on Form 10-Q.
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. In addition, all forward-looking statements speak only as of the date of this press release. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise other than as required under the federal securities laws.
Media Contact
Allison Hosak
Senior Vice President, Global Communications and Brand
Avantor
908-329-7281
Allison.Hosak@Avantorsciences.com
Investor Relations Contact
Tommy J. Thomas, CPA
Vice President, Investor Relations
Page | 2
Avantor
781-375-8051
Tommy.Thomas@Avantorsciences.com
SOURCE Avantor and Financial News
Page | 3
EX-99.2
Exhibit 99.2
Avantor^®^ Announces Pricing of Offering of $800 Million of Senior Notes
RADNOR, Pa., Oct. 19, 2021 — Avantor, Inc. (NYSE: AVTR) (“Avantor”), a leading global provider of mission-critical products and services to customers in the life sciences and advanced technologies & applied materials industries, announced today the pricing of the previously announced private offering by its wholly-owned subsidiary, Avantor Funding, Inc. (the “Issuer”), of $800 million aggregate principal amount of 3.875% Senior Notes due 2029 (the “Notes”). The Notes will mature on November 1, 2029. The offering is expected to close on October 26, 2021, 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 Issuer intends to use the net proceeds from the sale of the Notes, along with the net proceeds from certain other financing transactions, cash on hand and borrowings under Avantor’s A/R facility, to finance Avantor’s previously announced acquisition of the Masterflex bioprocessing business and related assets of Antylia Scientific and to pay related fees and expenses.
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.
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. 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 forward-looking statements. All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our announced transaction with Masterflex and the related financing, as well as our financial condition, results of operations, plans, objectives, future performance and business. These statements may be preceded by, followed by or include the words “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “outlook,” “plan,” “potential,” “project,” “projection,” “seek,” “can,” “could,” “may,” “should,” “would,” “will,” the negatives thereof and other words and terms of similar meaning.
Forward-looking statements are inherently subject to risks, uncertainties and assumptions; they are not guarantees of performance. You should not place undue reliance on these statements. We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that our assumptions made in connection with the forward-looking statements are reasonable, we cannot assure you that the assumptions and expectations will prove to be correct. Factors that could contribute to these risks, uncertainties and assumptions include, but are not limited to, our current expectations and assumptions regarding capital market conditions, our ability to successfully integrate Masterflex into our operations and achieve anticipated synergies and our ability to execute related financing on favorable terms, as well as the factors described in “Risk Factors” in our 2020 Annual Report on Form 10-K for the year ended December 31, 2020, and in any subsequent Quarterly Reports on Form 10-Q.
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. In addition, all forward-looking statements speak only as of the date of this press release. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise other than as required under the federal securities laws.
Media Contact
Allison Hosak
Senior Vice President, Global Communications
Avantor
908-329-7281
Allison.Hosak@Avantorsciences.com
page | 2
Investor Relations Contact
Tommy J. Thomas, CPA
Vice President, Investor Relations
Avantor
781-375-8051
Tommy.Thomas@Avantorsciences.com
SOURCE Avantor and Financial News
page | 3