Avantor (AVTR) 8-KAvantor® Announces Upsizing and Pricing of Offering of €650.0 Million of Senior First Lien 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): October 30, 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 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.

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.

3