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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/21/20 Avantor, Inc. 8-K:1,9 8/19/20 13:414K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 30K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 147K 3: EX-5.1 Opinion of Counsel re: Legality HTML 10K 9: R1 Document and Entity Information HTML 54K 11: XML IDEA XML File -- Filing Summary XML 13K 8: XML XBRL Instance -- d926649d8k_htm XML 19K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.DEF XBRL Definitions -- avtr-20200819_def XML 43K 6: EX-101.LAB XBRL Labels -- avtr-20200819_lab XML 70K 7: EX-101.PRE XBRL Presentations -- avtr-20200819_pre XML 44K 4: EX-101.SCH XBRL Schema -- avtr-20200819 XSD 15K 12: JSON XBRL Instance as JSON Data -- MetaLinks 14± 22K 13: ZIP XBRL Zipped Folder -- 0001193125-20-227067-xbrl Zip 47K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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): i August 19, 2020
i Avantor, Inc.
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-38912 | i 82-2758923 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| i Radnor Corporate Center Building One, i Suite 200 / i 100 Matsonford Road |
i 19087 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: i (610) i 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:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | 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 | ||
| i Common Stock, $0.01 par value | i AVTR | i New York Stock Exchange | ||
| i 6.250% Series A Mandatory Convertible Preferred Stock, $0.01 par value | i AVTR PRA | i 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 i ☐
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 1.01 | Entry into a Material Definitive Agreement. |
On August 19, 2020, Avantor, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among the Company, the selling stockholders named therein (collectively, the “Selling Stockholders”), and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as underwriters named therein (the “Underwriters”), relating to an underwritten offering of 55,555,555 shares (the “Offered Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-248127), filed on August 19, 2020. The Selling Stockholders also granted the Underwriters a 30-day option to purchase up to 8,333,333 additional shares of Common Stock (the “Option Shares” and, together with the Offered Shares, the “Shares”), which was exercised in full. Pursuant to the Underwriting Agreement, the Selling Stockholders sold the shares for gross proceeds of approximately $1,246 million. The Company did not receive any proceeds from the offering. The offering of the Shares was completed on August 21, 2020.
The underwriters may offer the shares from time to time for sale in one or more transactions on the NYSE, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, subject to its right to reject any order in whole or in part.
The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated August 19, 2020, by and among Avantor, Inc., the Selling Stockholders named therein and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as underwriters. | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP | |
| 23.1 | Consent of Simpson Thacher & Bartlett LLP (including in Exhibit 5.1) | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document) | |
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: August 21, 2020 | Avantor, Inc. | |||||
| By: | /s/ Steven Eck | |||||
| Senior Vice President and Chief Accounting Officer | ||||||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/21/20 | 4, 424B7 | ||
| For Period end: | 8/19/20 | 4, 424B7, S-3ASR | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/09/20 Avantor, Inc. 424B7 1:655K Donnelley … Solutions/FA 11/04/20 Avantor, Inc. 424B7 1:650K Donnelley … Solutions/FA |