Avantor, Inc. Files 8-K: Agreements, Officer Changes, Director Elections

Ticker: AVTR · Form: 8-K · Filed: Apr 5, 2024 · CIK: 1722482

Sentiment: neutral

Topics: material-definitive-agreement, officer-changes, director-elections, financial-obligation

Related Tickers: AVTR

TL;DR

Avantor's 8-K drops: new deals, exec shake-ups, and director changes filed April 2nd.

AI Summary

On April 2, 2024, Avantor, Inc. entered into a Material Definitive Agreement related to a financial obligation. The company also announced the departure of certain officers and the election of new directors, along with updates to compensatory arrangements for its officers. These events are detailed in their 8-K filing.

Why It Matters

This filing signals significant corporate governance and financial activity for Avantor, Inc., potentially impacting its strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in officers/directors, which can introduce uncertainty and affect stock performance.

Key Players & Entities

FAQ

What specific material definitive agreement did Avantor, Inc. enter into?

The filing indicates Avantor, Inc. entered into a Material Definitive Agreement, but the specific details of the agreement are not provided in the provided text.

What are the key items reported in the 8-K filing dated April 2, 2024?

The key items reported include Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers, and Compensatory Arrangements of Certain Officers.

Who is the filer and what is their Central Index Key?

The filer is Avantor, Inc., and their Central Index Key is 0001722482.

When was the report filed with the SEC?

The report was filed as of April 5, 2024.

What is Avantor, Inc.'s Standard Industrial Classification?

Avantor, Inc.'s Standard Industrial Classification is LABORATORY ANALYTICAL INSTRUMENTS [3826].

Filing Stats: 1,494 words · 6 min read · ~5 pages · Grade level 12.4 · Accepted 2024-04-05 17:03:31

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On April 2, 2024 (the "Effective Date"), Avantor, Inc.'s (the "Company") wholly owned subsidiary, Avantor Funding, Inc. (the "Borrower"), entered into Amendment No. 12 (the "Credit Agreement Amendment") to Credit Agreement, dated as of November 21, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time prior to the date of the Credit Agreement Amendment, the "Credit Agreement"), among Vail Holdco Sub LLC, the Borrower, each of the guarantors party thereto (the "Guarantors"), Goldman Sachs Bank USA, as administrative agent and collateral agent (the "Administrative Agent"), the swing line lender, a letter of credit issuer and as the Additional Incremental B-6 Dollar Term Lender (as defined in the Credit Agreement Amendment), and the other lenders party thereto (the "Lenders"). Pursuant to the Credit Agreement Amendment, the Borrower obtained a $772,396,875.00 tranche of senior secured U.S. dollar term loans (the "Incremental B-6 Dollar Term Loans"). The Incremental B-6 Dollar Term Loans bear interest at a rate of SOFR plus a spread of 2.00% per annum (or the alternate base rate plus 1.00% per annum) and are subject to a 0.50% SOFR "floor". The Incremental B-6 Dollar Term Loans replaced and refinanced certain of the Borrower's existing senior secured U.S. dollar term loans, which had an interest rate of SOFR plus a spread of 2.25% per annum (or the alternate base rate plus 1.25% per annum) and were subject to a 0.50% SOFR "floor", that were scheduled to mature on November 6, 2027. The final stated maturity of the Incremental B-6 Dollar Term Loans is November 6, 2027. In addition, the Credit Agreement Amendment provides that in the event the Borrower prepays, replaces or refinances (including any such prepayment, replacement or refinancing effected through an amendment to the Credit Agreement Amendment) all or a portion of Incremental B-6 Dollar Term Loans at any time

03. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of Registrant

Item 2.03. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of Registrant. The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 3, 2024, Dr. Gerard Brophy, former Executive Vice President, Biopharma Production of the Company, entered into, (i) a consulting agreement with VWR International LLC, a subsidiary of the Company (the "Consulting Agreement") pursuant to which Dr. Brophy agreed to provide certain consulting services to the Company as outlined below and (ii) a consulting agreement with the Company (the "SAB Agreement") pursuant to which Dr. Brophy agreed to serve as the chair of the Company's Scientific Advisory Board (the "SAB"). The Consulting Agreement provides that Dr. Brophy will advise the Company on biopharma production matters, as well as matters relating to industry trends, development and construction of the Company's new innovation center in Bridgewater, New Jersey and business opportunity evaluations. The term of the Consulting Agreement commenced as of March 1, 2024 and concludes on February 28, 2027 (the "Term"), unless earlier terminated by either party upon mutual agreement, death, disability, failure of either party to perform or, following the first 18 months of the Term, upon 30 days' prior written notice. The Company will pay Dr. Brophy an annual fee of $180,000, payable in equal monthly installments. The Consulting Agreement also includes customary provisions, including intellectual property assignment, confidentiality requirements, noncompetition and nonsolicitation provisions and a general release. The SAB Agreement provides that Dr. Brophy will serve as the chair of the SAB, which meets periodically to review and advise the Company on its research & development and technology strategy. Dr. Brophy wil

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Amendment No. 12 (the "Credit Agreement Amendment") to Credit Agreement, dated as of November 21, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time prior to the date of the Credit Agreement Amendment), among Vail Holdco Sub LLC, Avantor Funding, Inc., each of the guarantors, Goldman Sachs Bank USA, as administrative agent and collateral agent, the swing line lender, a letter of credit issuer and the Additional Incremental B-6 Dollar Term Lender (as defined in the Credit Agreement Amendment) and the other lenders party thereto. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL SIGNATURE 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. Avantor, Inc. Date: April 5, 2024 By: /s/ Claudius Sokenu Name: Claudius Sokenu Title: Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary (Duly Authorized Officer)

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