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Avantor® Announces Closing of Initial Public Offering and Concurrent Offering of Mandatory Convertible Preferred Stock and Full Exercise of Underwriters' Option to Purchase Additional Shares

RADNOR, Pa., May 21, 2019 /PRNewswire/ -- Avantor, Inc. (NYSE: AVTR), a leading global provider of mission critical products and services to customers in the biopharma, healthcare, education & government, and advanced technologies & applied materials industries, announced today the closing of its initial public offering of 238,050,000 shares of its common stock at a price to the public of $14.00 per share, including the full exercise by the underwriters of their option to purchase up to 31,050,000 additional shares of common stock. The Company also announced the closing of its concurrent public offering of 20,700,000 shares of its 6.250% Series A Mandatory Convertible Preferred Stock (the "Mandatory Convertible Preferred Stock") at a price to the public of $50.00 per share, including the full exercise by the underwriters of their option to purchase up to 2,700,000 additional shares of Mandatory Convertible Preferred Stock. Avantor received net proceeds of $4,237 million from the offering after deducting underwriting discounts and commissions and estimated offering expenses.

The Company used approximately $2,631 million of the net proceeds from both offerings to redeem all outstanding shares of its Series A Preferred Stock. Avantor also used the remaining proceeds to repay $1,024 million and $582 million of outstanding indebtedness under its senior secured dollar term loan facility and senior secured euro term loan facility, respectively.

Avantor's common stock and Mandatory Convertible Preferred Stock are each listed on the New York Stock Exchange; Avantor's common stock trades under the ticker symbol "AVTR," while the Mandatory Convertible Preferred Stock trades under the ticker symbol "AVTR PRA."

Goldman Sachs & Co. LLC and J.P. Morgan served as the joint book-running managers and as representatives of the underwriters for the offerings. BofA Merrill Lynch, Barclays, Jefferies, Credit Suisse, Deutsche Bank Securities, Evercore ISI, Guggenheim Securities, Morgan Stanley, UBS Investment Bank, Citigroup, Cowen, Piper Jaffray and RBC Capital Markets also acted as bookrunners for the offerings. Baird, William Blair, Janney Montgomery Scott, KeyBanc Capital Markets, PJT Partners LP, Raymond James, Stephens Inc., Stifel, SunTrust Robinson Humphrey, Wells Fargo Securities and Drexel Hamilton acted as co-managers for the offerings.

Unless converted earlier, each share of the Mandatory Convertible Preferred Stock will automatically convert on May 15, 2022 (subject to postponement for certain market disruption events) into between 3.0395 and 3.5714 shares of Avantor's common stock, subject to certain customary anti-dilution adjustments.

Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by Avantor's board of directors, at an annual rate of 6.250% on the liquidation preference of $50.00 per share. If declared, these dividends will be paid in cash, or, subject to certain limitations, in shares of Avantor's common stock or in a combination of cash and shares of Avantor's common stock, at Avantor's election, on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2019, and continuing to, and including, May 15, 2022.

A registration statement, including separate prospectuses, relating to these securities, was declared effective by the Securities and Exchange Commission on May 16, 2019. Each offering was made only by means of a prospectus, copies of which may be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department at 200 West Street, New York, NY 10282 or by telephone at 1-866-471-2526; or J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone 1-866-803-9204 or by email at prospectus-eq_fi@jpmchase.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Avantor 
Avantor® 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. We operate in more than 30 countries and deliver an extensive portfolio of products and services. We set science in motion to create a better world.

Forward-Looking and Cautionary Statements
This press release contains, and oral statements made from time to time by Avantor's representatives may contain, "forward-looking statements." Forward-looking statements include statements regarding the proposed public offerings and other statements identified by words such as "could," "may," "might," "will," "likely," "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects," "continues," "projects" and similar references to future periods, or by the inclusion of forecasts or projections. Forward-looking statements are based on Avantor's current expectations and assumptions regarding capital market conditions Avantor's business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, Avantor's actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions, including risk regarding when Avantor can complete the offerings, Avantor's ability to anticipate consumer demand; changes in consumer confidence and spending; Avantor's competitive environment and other factors set forth under "Risk Factors" in each prospectus. Any forward-looking statement made in this press release speaks only as of the date on which it is made. Avantor undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Media Contact 
Allison Hosak
Senior Vice President, Global Communications
Avantor
+1 908-329-7281
Allison.Hosak@Avantorsciences.com

Daniel Yunger / Liz Cohen
Kekst CNC
212.521.4800
Daniel.yunger@kekstcnc.com / Liz.cohen@kekstcnc.com

Investor Relations Contact 
Helen O'Donnell
Managing Director
Solebury Trout
+1-203-428-3213
Hodonnell@soleburytrout.com

 

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