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)
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) |
Registrants 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 2.02 | Results of Operations and Financial Condition. |
On July 7, 2020, Avantor, Inc. (the Company) issued a press release presenting, among other things, preliminary unaudited revenue for the quarter ended June 30, 2020. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 2.02.
The information set forth under this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 | Regulation FD Disclosure |
In connection with the offering of the Notes described in Item 8.01 below, the Company is disclosing in a confidential offering circular, dated July 7, 2020 (the Preliminary Offering Circular), (i) certain updates to its business relating to the impact of the coronavirus (COVID-19) pandemic and (ii) the Companys intention to increase availability under its revolving credit facility to $515.0 million and extend the maturity date thereunder. This information is set forth in Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 7.01.
The information set forth under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 | Other Events |
On July 7, 2020, the Company issued a press release announcing the commencement of a private offering of dollar-denominated and euro-denominated senior notes (the Notes) to be issued by its wholly-owned subsidiary, Avantor Funding, Inc. (the Issuer). The Issuer intends to use the net proceeds from the sale of the Notes, along with cash on hand, to redeem a portion of its 9.000% Senior Notes due 2025 and to pay all fees and expenses related thereto.
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.
The full text of the press release is filed as Exhibit 99.3 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 |
2
Exhibit Number |
Description | |
99.1 | Press Release, dated July 7, 2020. | |
99.2 | Excerpt from the Preliminary Offering Circular, dated July 7, 2020. | |
99.3 | Press Release, dated July 7, 2020. |
3
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: July 7, 2020 | Avantor, Inc. | |||||
By: | /s/ Steven Eck | |||||
Steven Eck Senior Vice President and Chief Accounting Officer |
Exhibit 99.1
News release
Avantor® Announces Offering of Senior Notes
RADNOR, Pa., July 7, 2020 /PRNewswire/ 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 dollar-denominated and euro-denominated 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 Issuers direct parent and a direct wholly-owned subsidiary of Avantor (Holdco), and by each of Holdcos wholly-owned domestic subsidiaries that guarantees obligations under the Issuers senior secured credit facilities.
The Issuer intends to use the net proceeds from the sale of the Notes, along with cash on hand, to redeem a portion of its 9.000% Senior Notes due 2025 and to pay all fees and expenses related thereto.
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. 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 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 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, the factors described in Risk Factors in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as such risk factors may be updated from time to time in our periodic filings with the SEC.
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
Investor Relations Contact
Tommy J. Thomas, CPA
Vice President, Investor Relations
Avantor
781-375-8051
Tommy.Thomas@Avantorsciences.com
SOURCE Avantor and Financial News
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Exhibit 99.2
Excerpts from the Preliminary Offering Circular dated July 7, 2020
Recent Developments
Impact of Disease Outbreak
In December 2019, a novel coronavirus disease (COVID-19) was reported and in January 2020, the World Health Organization (WHO) declared COVID-19 a Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries, and on March 11, 2020, the WHO characterized COVID-19 as a pandemic.
For a discussion of the impact the COVID-19 pandemic had on our business during the three months ended March 31, 2020, see Managements Discussion and Analysis of Financial Condition and Results of Operations in our Quarterly Report, which is incorporated by reference herein. During the second quarter of 2020, we continued to experience a modest negative impact from the pandemic. We anticipate second quarter 2020 unaudited revenue to be in the range of $1.48 billion to $1.49 billion, as compared to $1.53 billion in the comparable prior period of fiscal 2019, resulting in an estimated organic revenue decline of 2% to 3%. Estimated second quarter 2020 revenue was driven by COVID-19-related weakness in the education, healthcare and advanced technologies and applied materials end markets, offset by continued biopharma strength.
The estimated fiscal 2020 second quarter revenue results are preliminary, unaudited and subject to completion, reflect managements current views and may change as a result of managements review of results and other factors, including a wide variety of significant business, economic and competitive risks and uncertainties, including the impact of COVID-19. Such preliminary results for the fiscal 2020 second quarter are subject to the finalization and closing of our accounting books and records (which have yet to be performed), and should not be viewed as a substitute for full quarterly financial statements prepared in accordance with accounting principles generally accepted in the U.S. We caution you that the estimated fiscal 2020 second quarter revenue estimates are not guarantees of future performance or outcomes and that actual results may differ materially from those described above. Factors that could cause actual results to differ from those described above are set forth in Risk Factors and Forward-Looking Statements in the offering circular. We assume no obligation to update any forward-looking statement as a result of new information, future events or other factors. You should read this information together with the financial statements and the related notes and Managements Discussion and Analysis of Financial Condition and Results of Operations for prior periods incorporated by reference into the offering circular. Neither our independent registered public accounting firm nor any other independent registered public accounting firm has audited, reviewed or compiled, examined or performed any procedures with respect to the preliminary results, nor have they expressed any opinion or any other form of assurance on the preliminary results.
Revolver Upsize and Extension
Concurrently with this offering, we intend to (i) increase availability under the Revolver to $515.0 million and (ii) extend the maturity date of the Revolver to July 2025. We refer to this transaction as the Revolver Upsize and Extension. We currently have no intentions to draw on the Revolver in connection with the Revolver Upsize and Extension or the offering of notes. There is no assurance that the Revolver Upsize and Extension will be consummated on the terms proposed, or at all, and the offering of the notes is not conditioned on the completion of the Revolver Upsize and Extension.
Exhibit 99.3
News release
Avantor® Announces Preliminary Second Quarter 2020 Unaudited Revenue
RADNOR, Pa., July 07, 2020 /PRNewswire/ Avantor, Inc. (NYSE: AVTR), a leading global provider of mission critical products and services to customers in the life sciences and advanced technologies & applied materials industries, provided preliminary unaudited revenue estimates for the quarter ended June 30, 2020 in conjunction with a separately announced proposed offering of debt securities. Avantor also plans to increase its revolving credit facility and extend its maturity date.
Preliminary Second Quarter 2020 Unaudited Revenue
| Second quarter 2020 unaudited revenue is expected to be in the range of $1.48 billion to $1.49 billion, as compared to $1.53 billion in the comparable prior period of fiscal 2019, resulting in an estimated organic revenue decline of 2% to 3%. |
| Estimated second quarter 2020 revenue was driven by COVID-19 related weakness in the Education, Healthcare and Advanced Technologies & Applied Materials end markets, offset by continued Biopharma strength. |
Our preliminary revenue results demonstrate the resiliency of our differentiated business model and strong execution in a challenging business environment, said Michael Stubblefield, CEO and President of Avantor. We look forward to sharing our full financial results and anticipated enhancements to our capital structure at our second quarter earnings release call scheduled for July 29, 2020.
The estimated fiscal 2020 second quarter revenue results are preliminary, unaudited and subject to completion, reflect managements current views and may change as a result of managements review of results and other factors. Such preliminary results for the fiscal 2020 second quarter are subject to the finalization and closing of our accounting books and records (which have yet to be performed), and should not be viewed as a substitute for full quarterly financial statements prepared in accordance with accounting principles generally accepted in the U.S. Neither our independent registered public accounting firm nor any other independent registered public accounting firm has audited, reviewed or compiled, examined or performed any procedures with respect to the preliminary results, nor have they expressed any opinion or any other form of assurance on the preliminary results.
Revolving Credit Facility
Concurrently with the separately announced proposed offering of debt securities, we intend to (i) increase availability under our revolving credit facility to $515.00 million and (ii) extend the maturity date of the revolving credit facility to July 2025. There can be no assurance that such increases or amendments to our revolving credit facility will be implemented on the terms proposed, or at all.
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.
Media Contact
Allison Hosak
Senior Vice President, Global Communications
Avantor
908-329-7281
Allison.Hosak@Avantorsciences.com
Investor Relations Contact
Tommy J. Thomas, CPA
Vice President, Investor Relations
Avantor
781-375-8051
Tommy.Thomas@Avantorsciences.com
SOURCE Avantor and Financial News
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