Avantor (AVTR) 8-KAvantor® Announces Upsizing and Pricing of Offering of $2.0 Billion Equivalent of Senior Notes

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): July 7, 2020

Avantor, Inc.

(Exact name of registrant as specified in its charter)

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:

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

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.  ☐

On July 7, 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 $1,550,000,000 aggregate principal amount of 4.625% Senior Notes due 2028 and €400,000,000 aggregate principal amount of 3.875% Senior Notes due 2028 (collectively, the “Notes”). The principal amount of the dollar-denominated notes has been upsized from the $1,000,000,000 previously announced. The offering is expected to close on July 17, 2020, subject to customary closing conditions.

Avantor Funding intends to use the net proceeds from the sale of the Notes, along with cash on hand, to redeem all of its 9.000% Senior Notes due 2025 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.

(d) Exhibits

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.