Item 1.01. Entry into a Material Definitive Agreement
On January 24, 2020 (the "Effective Date"), Avantor, Inc.'s (the "Company")
wholly owned subsidiary, Avantor Funding, Inc. ("Avantor Funding"), entered into
Amendment No. 3 (the "Amendment") to Credit Agreement, dated as of November 21,
2017 (as amended by Amendment No. 1 to Credit Agreement, dated as of November
27, 2018, Amendment No. 2 to Credit Agreement, dated as of June 18, 2019, and as
further amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Credit Agreement"), among Vail Holdco Sub LLC,
Avantor Funding, each of the Guarantors, Goldman Sachs Bank USA, as
administrative agent and collateral agent (the "Administrative Agent"), Swing
Line Lender and an L/C Issuer, the lenders party thereto (the "Lenders") and
Goldman Sachs Lending Partners LLC, as the Additional Initial B-3 Euro Term
Lender and the Additional Initial B-3 Dollar Term Lender.
Pursuant to the Amendment, Avantor Funding obtained $677.2 million of senior
secured U.S. dollar term loans (the "Amendment No. 3 Dollar Term Loans") and
€349.1 million of senior secured Euro term loans (the "Amendment No. 3 Euro Term
Loans" and, together with the Amendment No. 3 Dollar Term Loans, the "Amendment
No. 3 Term Loans"). The Amendment No. 3 Dollar Term Loans bear interest
initially at a rate of LIBOR plus a spread of 2.25% per annum (or the alternate
base rate plus 1.25% per annum) and the Amendment No. 3 Euro Term Loans bear
interest initially at a rate of EURIBOR plus a spread of 2.50% per annum. In
addition, both the Amendment No. 3 Dollar Term Loans and the Amendment No. 3
Euro Term Loans are each subject to a 25 basis point step-down if Avantor
Funding achieves a Consolidated First Lien Net Leverage Ratio (as defined in the
Credit Agreement) of less than 2.06:1.00. The Amendment No. 3 Terms Loans
replaced and refinanced Avantor Funding's existing senior secured U.S. dollar
term loans, which had an interest rate of LIBOR plus a spread of 3.00% per annum
(or the alternate base rate plus 2.00% per annum), and senior secured Euro term
loans, which had an interest rate of EURIBOR plus a spread of 3.25% per annum,
that were scheduled to mature on November 21, 2024.
The final stated maturity of the Amendment No. 3 Term Loans is November 21,
2024. In addition, the Amendment provides that in the event Avantor Funding
prepays, replaces or refinances all or a portion of the Amendment No. 3 Term
Loans at any time prior to the six month anniversary of the Amendment No. 3
Effective Date with any indebtedness under credit facilities in the form of
similar term B loans that are broadly marketed or syndicated to banks and other
institutional investors incurred primarily for the purpose of repaying,
replacing or refinancing the Amendment No. 3 Term Loans at an effective yield
that is less than the effective yield of the Amendment No. 3 Term Loans
(excluding any indebtedness incurred in connection with a change of control or
certain transformative acquisitions), a prepayment premium equal to 1% of the
principal amount of Amendment No. 3 Term Loans being prepaid or 1% of the
principal amount of the Amendment No. 3 Term Loans outstanding immediately prior
to such amendment will be imposed on Avantor Funding.
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The Amendment No. 3 Term Loans are guaranteed by the same subsidiaries of the
Company (the "Guarantors") that guarantee the existing credit facilities under
the Credit Agreement. The Amendment No. 3 Term Loans and the guarantees thereof
are secured by the same collateral of Avantor Funding and the Guarantors that
secures Avantor Funding's obligations under the Credit Agreement on a pari passu
basis.
In addition, the Administrative Agent, certain of the lenders and/or their
respective affiliates have provided the Company and its affiliates with
financial advisory, commercial banking and investment banking services for which
they received customary fees and expenses. The foregoing is a summary of the
material terms of the Amendment, does not purport to be complete, and is
qualified in its entirety by reference to the Amendment, a copy of which is
attached as Exhibit 10.1.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Amendment No. 3 to the Credit Agreement, dated as of November 21,
2017, among Vail Holdco Sub LLC, Avantor Funding, Inc., each of the
Guarantors, each of the lenders from time to time party thereto and
Goldman Sachs Bank USA, as administrative agent and collateral
agent, Swing Line Lender and an L/C Issuer, the lenders party
thereto and Goldman Sachs Lending Partners LLC, as the Additional
Initial B-3 Euro Term Lender and the Additional Initial B-3 Dollar
Term Lender
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