0001193125-19-135671.txt : 20190503 0001193125-19-135671.hdr.sgml : 20190503 20190503060912 ACCESSION NUMBER: 0001193125-19-135671 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 20 FILED AS OF DATE: 20190503 DATE AS OF CHANGE: 20190503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Avantor, Inc. CENTRAL INDEX KEY: 0001722482 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-229578 FILM NUMBER: 19793995 BUSINESS ADDRESS: STREET 1: BUILDING ONE, SUITE 200 STREET 2: 100 MATSONFORD ROAD CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 386-1700 MAIL ADDRESS: STREET 1: BUILDING ONE, SUITE 200 STREET 2: 100 MATSONFORD ROAD CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: Avantor, Inc DATE OF NAME CHANGE: 20190206 FORMER COMPANY: FORMER CONFORMED NAME: Vail Holdco Corp DATE OF NAME CHANGE: 20171113 S-1/A 1 d698870ds1a.htm AMENDMENT NO. 6 TO FORM S-1 Amendment No. 6 to Form S-1
Table of Contents

As filed with the Securities and Exchange Commission on May 3, 2019

Registration No. 333-229578

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 6

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Avantor, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   3826   82-2758923

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

 

Radnor Corporate Center

Building One, Suite 200

100 Matsonford Road

Radnor, PA 19087

Telephone: (610) 386-1700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Justin M. Miller, Esq.

Executive Vice President, General Counsel

Avantor, Inc.

Radnor Corporate Center

Building One, Suite 200

100 Matsonford Road

Radnor, PA 19087

Telephone: (610) 386-1700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

 

Joseph H. Kaufman, Esq.

Ryan Bekkerus, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

 

Patrick O’Brien, Esq.

John Sorkin, Esq.

Rachel Phillips, Esq.

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036

(617) 951-7000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     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 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of
Securities to be Registered
  Amount to Be
Registered
 

Proposed Maximum

Aggregate Offering

Price Per Unit(2)

 

Proposed Maximum

Aggregate Offering

Price

  Amount of
Registration
Fee(3)

Common stock, par value $0.01 per share

  177,100,000(1)   $21.00   $3,719,100,000   $450,755

Series A Mandatory Convertible Preferred Stock, par value $0.01 per share(4)

  11,500,000(1)   $50.00   $575,000,000   $69,690

Common stock, par value $0.01 per share(5)

  6,000,000   $21.00   $126,000,000   $15,272

Total

          $4,420,100,000   $535,717

 

 

(1)

Includes shares to be sold upon exercise of the underwriters’ option to purchase to cover over-allotments, if any. See “Underwriting (Conflicts of Interest).”

(2)

Estimated solely for the purpose of calculating the registration fee under Rule 457(a) of the Securities Act of 1933, as amended.

(3)

Previously paid $24,240 with respect to a proposed maximum offering price of $100,000,000 of common stock and of $100,000,000 of Series A Mandatory Convertible Preferred Stock.

(4)

This registration statement also registers an estimated 29,487,150 shares of our common stock that are issuable upon conversion of the Series A Mandatory Convertible Preferred Stock registered hereby at the initial maximum conversion rate of 2.5641 shares of common stock per share of Mandatory Convertible Preferred Stock, based on the assumed initial public offering price of $19.50 per share of common stock, which is the midpoint of the estimated offering price range shown on the cover of the common stock prospectus which forms a part of this registration statement. Under Rule 457(i), there is no additional filing fee payable with respect to the shares of common stock issuable upon conversion of the Mandatory Convertible Preferred Stock because no additional consideration will be received in connection with the exercise of the conversion privilege. The number of shares of our common stock issuable upon such conversion will vary based on the public offering price of the common stock registered hereby and is subject to adjustment upon the occurrence of certain events described herein. Pursuant to Rule 416 under the Securities Act, the number of shares of our common stock to be registered includes an indeterminable number of shares of common stock that may become issuable upon conversion of the Series A Mandatory Convertible Preferred Stock as a result of such adjustments.

(5)

This registration statement also registers shares of common stock that may be issued as dividends on the Mandatory Convertible Preferred Stock in accordance with the terms thereof.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


Table of Contents

EXPLANATORY NOTE

This Registration Statement contains a prospectus relating to an offering of shares of our common stock (for purposes of this Explanatory Note, the “Common Stock Prospectus”), together with separate prospectus pages relating to an offering of our Series A Mandatory Convertible Preferred Stock (for purposes of this Explanatory Note, the “Mandatory Convertible Preferred Stock Prospectus”). The complete Common Stock Prospectus follows immediately. Following the Common Stock Prospectus are the following alternative and additional pages for the Mandatory Convertible Preferred Stock Prospectus:

 

   

front and back cover pages, which will replace the front and back cover pages of the Common Stock Prospectus;

 

   

pages for the “Summary—The Offering” section, which will replace the “Summary—The Offering” section of the Common Stock Prospectus;

 

   

pages for the “Risk Factors—Risks Related to this Offering and Ownership of the Mandatory Convertible Preferred Stock and Common Stock” section, which will replace the “Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock” section of the Common Stock Prospectus;

 

   

pages for the “Description of Mandatory Convertible Preferred Stock” section, which will replace the “Mandatory Convertible Preferred Stock Offering” section of the Common Stock Prospectus;

 

   

pages for the “Certain United States Federal Income and Estate Tax Consequences” section, which will replace the “Certain United States Federal Income and Estate Tax Consequences to Non-U.S. Holders” section of the Common Stock Prospectus; and

 

   

pages for the “Underwriting (Conflicts of Interest)” section, which will replace the “Underwriting (Conflicts of Interest)” section of the Common Stock Prospectus.

The following disclosures or references contained within the Common Stock Prospectus will be replaced or removed in the Mandatory Convertible Preferred Stock Prospectus:

 

   

references to “Mandatory Convertible Preferred Stock Offering” will be replaced with references to “Description of Mandatory Convertible Preferred Stock” in the Mandatory Convertible Preferred Stock Prospectus;

 

   

the reference to “—Risks Related to this Offering and Ownership of Our Common Stock—Future sales, or the perception of future sales, by us or our existing stockholders in the public market following this offering could cause the market price for our common stock to decline” contained in “Shares Eligible For Future Sale” will be replaced with a reference to “—Risks Related to this Offering and Ownership of the Mandatory Convertible Preferred Stock and Common Stock—Sales or issuances of substantial amounts of our common stock in the public market, or the perception that these sales or issuances may occur, or the conversion of the Mandatory Convertible Preferred Stock or the payment of dividends on the Mandatory Convertible Preferred Stock in the form of shares of our common stock, could cause the market price of the Mandatory Convertible Preferred Stock and our common stock to decline” in the Mandatory Convertible Preferred Stock Prospectus;

 

   

references to “this offering” contained in “Summary—Redemption of Existing Senior Preferred Stock,” “Summary—Summary Historical Financial and Other Data,” “Use of Proceeds” (except in the sixth paragraph thereunder), “Dividend Policy,” “Capitalization,” “Dilution,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Management,” “Principal and Selling Stockholders,” “Certain Relationships and Related Party Transactions,” “Description of Capital Stock” and “Shares Eligible for Future Sale” (except under the heading “—Lock-up Agreements”) will be replaced with references to “the Concurrent Offering” in the Mandatory Convertible Preferred Stock Prospectus;


Table of Contents
   

references to “the concurrent offering of Mandatory Convertible Preferred Stock” contained in “Summary—Redemption of Existing Senior Preferred Stock,” “Summary—Summary Historical Financial and Other Data,” “Use of Proceeds,” “Certain Relationships and Related Party Transactions,” “Description of Capital Stock” and “Shares Eligible for Future Sale” will be replaced with references to “this offering” in the Mandatory Convertible Preferred Stock Prospectus;

 

   

references to the “concurrent issuance of 10,000,000 shares of the Mandatory Convertible Preferred Stock” will be replaced with references to “issuance of 10,000,000 shares of the Mandatory Convertible Preferred Stock in this offering” in the Mandatory Convertible Preferred Stock Prospectus;

 

   

references to “common stock” or “our common stock” under the first paragraph under “Summary,” “Summary—Risks Related to Our Business and Our Industry, Regulation and Our Offering,” in the first paragraph under “Risk Factors,” “Legal Matters” and “Where You Can Find More Information” will be replaced with “the Mandatory Convertible Preferred Stock” in the Mandatory Convertible Preferred Stock Prospectus;

 

   

the disclosure under “Summary—Concurrent Offering” will be replaced in its entirety with “Concurrently with this offering, we and the selling stockholder are offering, by means of a separate prospectus, 154,000,000 shares of our common stock (and up to an additional 23,100,000 shares of our common stock that the underwriters in the Concurrent Offering have the option to purchase from us to cover over-allotments). We estimate that the net proceeds to us from the sale of shares of our common stock in the Concurrent Offering will be approximately $2,889.0 million (or approximately $3,323.7 million if the underwriters in the Concurrent Offering exercise their over-allotment option to purchase additional shares of our common stock in full), assuming an initial public offering price of $19.50 per share (which is the midpoint of the estimated offering price range shown on the cover page of the prospectus relating to the Concurrent Offering), in each case after deducting estimated expenses and underwriting discounts and commissions. The closing of this offering is conditioned upon the closing of the Concurrent Offering, but the closing of the Concurrent Offering is not conditioned upon the closing of this offering, and there can be no assurance that the Concurrent Offering will be completed on the terms described in the prospectus relating to the Concurrent Offering or at all.” in the Mandatory Convertible Preferred Stock Prospectus;

 

   

references to “midpoint of the estimated offering price range shown on the cover page of this prospectus” will be replaced with “midpoint of the estimated offering price range shown on the cover page of the prospectus relating to the Concurrent Offering” in the Mandatory Convertible Preferred Stock Prospectus;

 

   

references to “assuming the number of shares offered by us, shown on the cover page of this prospectus” will be replaced with “assuming the number of shares of common stock offered by us, shown on the cover page of the prospectus relating to the Concurrent Offering” in the Mandatory Convertible Preferred Stock Prospectus;

 

   

the second paragraph under “Use of Proceeds” will be removed from the Mandatory Convertible Preferred Stock Prospectus and the third paragraph under “Use of Proceeds” will be moved as the first paragraph under the section in the Mandatory Convertible Preferred Stock Prospectus;

 

   

the reference to “, if completed,” and the reference to “of that offering” will be removed from the third paragraph under the “Use of Proceeds” section in the Mandatory Convertible Preferred Stock Prospectus;

 

   

the last sentence of the second paragraph under the “Capitalization” section will be removed in the Mandatory Convertible Preferred Stock Prospectus; and

 

   

the “Principal and Selling Stockholders” section will be renamed the “Principal Stockholders” in the Mandatory Convertible Preferred Stock Prospectus.


Table of Contents

All words and phrases similar to those specified above that appear throughout the Common Stock Prospectus will be revised accordingly to make appropriate references in the Mandatory Convertible Preferred Stock Prospectus.

Each of the complete Common Stock Prospectus and Mandatory Convertible Preferred Stock Prospectus will be filed with the Securities and Exchange Commission in accordance with Rule 424 under the Securities Act of 1933, as amended. The closing of the offering of common stock is not conditioned upon the closing of the offering of Series A Mandatory Convertible Preferred Stock, but the closing of the offering of Series A Mandatory Convertible Preferred Stock is conditioned upon the closing of the offering of common stock.


Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

Subject to Completion, dated May 3, 2019.

154,000,000 Shares

 

 

LOGO

Avantor, Inc.

Common Stock

 

 

This is an initial public offering of shares of our common stock. We are offering 153,999,900 shares of our common stock. The selling stockholder identified in this prospectus is offering 100 shares. We will not receive any proceeds from the sale of the shares being sold by the selling stockholder.

Prior to this offering, there has been no public market for our common stock. We estimate that the initial public offering price per share will be between $18.00 and $21.00. See “Underwriting (Conflicts of Interest)” for a discussion of the factors to be considered in determining the initial offering price. We have applied to list our common stock on the New York Stock Exchange under the symbol “AVTR.”

Concurrently with this offering, we are also making a public offering of 10,000,000 shares of our     % Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock”), which is being made by means of a separate prospectus and not by means of this prospectus. In that offering, we have granted the underwriters of that offering an option to purchase up to an additional 1,500,000 shares of the Mandatory Convertible Preferred Stock to cover over-allotments. We cannot assure you that the offering of Mandatory Convertible Preferred Stock will be completed or, if completed, on what terms it will be completed. The closing of this offering is not conditioned upon the closing of the offering of Mandatory Convertible Preferred Stock, but the closing of our offering of Mandatory Convertible Preferred Stock is conditioned upon the closing of this offering.

Investing in shares of our common stock involves significant risks. See “Risk Factors” beginning on page 20.

 

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

     Per Share      Total  

Initial public offering price

   $                    $                

Underwriting discounts and commissions(1)

   $        $    

Proceeds, before expenses, to us

   $        $    

Proceeds before expenses, to the selling stockholder

   $        $    

 

(1)

We have agreed to reimburse the underwriters for certain expenses. See “Underwriting (Conflicts of Interest).”

We have agreed to pay certain offering expenses for the selling stockholder incurred in connection with the sale.

We have granted the underwriters the option to purchase up to an additional 23,100,000 shares of common stock from us to cover over-allotments at the initial public offering price, less the underwriting discounts and commissions.

 

The underwriters expect to deliver the shares of common stock to purchasers on or about                    , 2019.

 

 

Goldman Sachs & Co. LLC

 

J.P. Morgan

BofA Merrill Lynch   Barclays   Jefferies

 

Credit Suisse   Deutsche Bank Securities   Evercore ISI   Guggenheim Securities
Morgan Stanley   UBS Investment Bank   Citigroup   Cowen   Piper Jaffray   RBC Capital Markets
Baird   William Blair   Janney Montgomery Scott   KeyBanc Capital Markets  

PJT

Partners LP

  Raymond James   Stephens Inc.   Stifel   SunTrust Robinson Humphrey   Wells Fargo Securities   Drexel Hamilton

 

 

The date of this prospectus is                    , 2019.


Table of Contents

TABLE OF CONTENTS

 

     Page  

Market and Industry Data

     i  

Trademarks, Tradenames and Service Marks

     ii  

Basis of Presentation

     ii  

Presentation of Certain Financial Measures

     ii  

About This Prospectus

     iii  

Summary

     1  

Risk Factors

     20  

Special Note Regarding Forward-Looking Statements

     51  

Use of Proceeds

     53  

Dividend Policy

     54  

Capitalization

     55  

Dilution

     57  

Selected Condensed Historical Financial Data

     59  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     60  

Business

     94  

Management

     121  

Principal and Selling Stockholders

     162  

Certain Relationships and Related Party Transactions

     167  

Mandatory Convertible Preferred Stock Offering

     175  

Description of Indebtedness

     179  

Description of Capital Stock

     185  

Shares Eligible for Future Sale

     194  

Certain United States Federal Income and Estate Tax Consequences to Non-U.S. Holders

     197  

Underwriting (Conflicts of Interest)

     200  

Legal Matters

     206  

Experts

     206  

Where You Can Find More Information

     206  

Index to Financial Statements

     F-1  

 

 

Through and including                    , 2019 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

We, the selling stockholder and the underwriters (and any of our or their affiliates) have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who obtain this prospectus must inform themselves about, and observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States.

MARKET AND INDUSTRY DATA

This prospectus includes market and industry data and forecasts that we have derived from independent consultants, publicly available information, various industry publications, other published industry sources and our internal data and estimates. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable.

 

i


Table of Contents

Our internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and our management’s understanding of industry conditions. Although we believe that such information is reliable, we have not had this information verified by any independent sources. Similarly, our internal research is based upon our understanding of industry conditions, and such information has not been verified by any independent sources. Any estimates underlying such market-derived information and other factors could cause actual results to differ materially from those expressed in the independent parties’ estimates and in our estimates.

TRADEMARKS, TRADENAMES AND SERVICE MARKS

We own or have rights to trademarks or trade names that we use in conjunction with the operation of our business and that appear in this prospectus. This prospectus also contains trademarks, service marks, trade names and copyrights of other companies which, to our knowledge, are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or symbols, but the absence of such symbols does not indicate the registration status of the trademarks and is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to such trademarks and trade names.

BASIS OF PRESENTATION

Unless otherwise indicated or the context otherwise requires, references in this prospectus to the “Company,” “we,” “us” and “our” refer to Avantor, Inc. and its consolidated subsidiaries.

In accordance with generally accepted accounting principles in the United States (“GAAP”), we have included the financial results of VWR Corporation (“VWR”) since the acquisition of VWR on November 21, 2017 (the “VWR Acquisition”). In addition, on September 30, 2016, we merged with NuSil Acquisition Corp, NuSil Technology LLC and its subsidiaries (“NuSil”). Since both NuSil and our predecessor were controlled by New Mountain Capital, our historical financial statements have been combined with NuSil’s into a single comparative presentation for all periods presented. For more information about this basis of presentation, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 1 to the audited annual financial statements included elsewhere in this prospectus.

PRESENTATION OF CERTAIN FINANCIAL MEASURES

Certain financial measures presented in this prospectus, including Adjusted EBITDA, Adjusted Net Income, Management EBITDA and Covenant EBITDA, are not recognized under GAAP. Adjusted EBITDA, Adjusted Net Income, Management EBITDA and Covenant EBITDA have been presented in this prospectus as supplemental measures of financial performance that are not required by, or presented in accordance with GAAP. These non-GAAP financial measures are included in this prospectus because they are key metrics used by management to assess our financial performance. We use these measures to supplement GAAP measures of performance in order to evaluate the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. We believe such measures are frequently used by analysts, investors and other interested parties to evaluate companies in our industry and are helpful supplemental measures to provide additional insight in evaluating a company’s core operational performance as they exclude costs that do not relate to the underlying operation of their business and include cost savings that are expected to occur.

Adjusted EBITDA, Adjusted Net Income, Management EBITDA and Covenant EBITDA are non-GAAP measures of our financial performance and should not be considered as alternatives to net income or loss as a

 

ii


Table of Contents

measure of financial performance or any other performance measures derived in accordance with GAAP, nor should they be construed as an inference that our future results will be unaffected by unusual or other items. Additionally, Adjusted EBITDA, Adjusted Net Income, Management EBITDA and Covenant EBITDA are not intended to be a measure of free cash flow for management’s discretionary use, as they do not reflect certain cash requirements such as tax payments, debt service requirements, capital expenditures and certain other cash costs that may recur in the future, Adjusted EBITDA, Adjusted Net Income, Management EBITDA and Covenant EBITDA contain certain other limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs and cash costs to replace assets being depreciated and/or amortized. Management compensates for these limitations by relying on our GAAP results in addition to using Adjusted EBITDA, Adjusted Net Income, Management EBITDA and Covenant EBITDA. Our presentation of Adjusted EBITDA, Adjusted Net Income, Management EBITDA and Covenant EBITDA is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.

In calculating Adjusted EBITDA, Adjusted Net Income, Management EBITDA and Covenant EBITDA, we make certain adjustments that are based on assumptions and estimates that may prove to have been inaccurate. Accordingly, you should not view our presentation of these adjustments as a projection that we will achieve these benefits but rather only as an indication of our current expectations.

For definitions of Adjusted EBITDA, Adjusted Net Income and Management EBITDA and reconciliations to the most directly comparable measure under GAAP, see “Summary—Summary Historical Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reconciliations of Non-GAAP Financial Measures.” For a definition of Covenant EBITDA, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reconciliations of Non-GAAP Financial Measures.”

ABOUT THIS PROSPECTUS

We, the selling stockholder and the underwriters (and any of our or their affiliates) have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses filed with the Securities and Exchange Commission. We, the selling stockholder and the underwriters (and any of our or their affiliates) take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

 

iii


Table of Contents

SUMMARY

This summary highlights selected information contained elsewhere in this prospectus, but it does not contain all of the information that you should consider before deciding to invest in our common stock. You should carefully read the entire prospectus, including the information presented under the sections entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” and the financial statements and the notes thereto, included elsewhere in this prospectus, before making an investment decision. This summary containing forward-looking statements that involves risks and uncertainties.

Company Overview

We are 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 comprehensive offerings, which include materials & consumables, equipment & instrumentation and services & specialty procurement, are relied upon by our customers, often on a recurring basis, because they are frequently specified into their research, development and production processes. These processes are commonly organized into “workflows” that define the activities our customers perform each day. We collaborate closely with our customers to enable them to develop new innovative products, lower their development and production costs, improve product or process performance characteristics, and enhance the safety and reliability of the drugs, devices and other products they produce. In addition to relying on our products, many customers depend upon our services. Some of these services are performed by approximately 1,400 of our associates that are co-located with certain customers, working side-by-side with their scientists every day. Our local presence combined with our global infrastructure enable and promote successful relationships with our customers and connect us to over 240,000 of their locations in over 180 countries. Our mission is to set science in motion to create a better world.

The depth and breadth of our portfolio provides our customers a comprehensive range of products and services and allows us to create customized and integrated solutions for our customers. Selected offerings sold to our customers in discovery, research, development and production processes include:

 

   

Materials & consumables: Ultra-high purity chemicals and reagents, lab products and supplies, highly specialized formulated silicone materials, customized excipients, customized single-use assemblies, process chromatography resins and columns, analytical sample prep kits and education and microbiology and clinical trial kits. In 2018, 33% of our revenues were from sales of proprietary materials & consumables and 40% of our revenues were from third-party materials & consumables;

 

   

Equipment & instrumentation: Filtration systems, virus inactivation systems, incubators, analytical instruments, evaporators, ultra-low-temperature freezers, biological safety cabinets and critical environment supplies; and

 

   

Services & specialty procurement: Onsite lab and production, clinical, equipment, procurement and sourcing and biopharmaceutical material scale-up and development services.

We have deep expertise in developing, customizing, manufacturing and supplying products for a wide variety of workflows, allowing us to provide tailored solutions throughout the lifecycle of our customers’ products. In aggregate, we provide approximately six million products, including products we make as well as products from approximately 4,000 core suppliers across the globe. We manufacture products that meet or exceed the demanding requirements of our customers across a number of highly-regulated industries. Our high-purity and ultra-high purity products, such as our J.T.Baker and SeaStar brand chemicals, are trusted by life sciences and electronic materials customers around the world and can be manufactured at purity levels as stringent as one part-per-trillion. Similarly, our NuSil brand of high-purity, customized silicones has been trusted for more than thirty years by leading medical device manufacturers and aerospace companies.



 

1


Table of Contents

We complement our products with a range of value-added services. Each day, our onsite service associates work side-by-side with our customers to support their workflows. This close proximity to our customers and their workflows allows our associates to develop insights into how to serve them better. In certain cases, customers choose to fully leverage our value-added services and expertise by outsourcing specialized workflows entirely to us, further connecting us to their operations and allowing us to identify new business opportunities. We believe our growing services offering is a competitive advantage that further differentiates us from our competitors, deepens our relationships with current customers and enhances our ability to reach new ones.

We employ a differentiated innovation model that is informed by our embedded relationships with our customers and enables us to anticipate and align our innovation efforts with our customers’ priorities. We engage with our customers early in their product development cycles through our 300-person innovation team to advance our customers’ programs from research and discovery through development and commercialization. At each step of our customers’ workflows, we share our scientific and workflow expertise to help deliver incremental and sustainable improvements to existing customer products and processes. These projects include enhancing product purity and therefore its performance characteristics, improving product packaging and streamlining workflows. Our strategic initiatives include the development of new products in emerging areas of science such as cell and gene therapy. We currently have approximately 1,400 innovation projects with our customers that address process improvements for existing products and potential significant new opportunities for us to support.

We are a strategic partner to a diverse and sophisticated customer base with stringent quality and regulatory demands. Our ability to customize products and processes at scale while meeting these quality and regulatory requirements and the embedded nature of our business model have made us an integral part of our customers’ development programs and broader supply chain. We are incorporated in over 800 of our customers’ master access files (“MAF”) and drug master files (“DMF”) that are registered with regulatory authorities around the world. Additionally, we are able to meet the exacting quality and regulatory requirements of our advanced technologies & applied materials customers, including semiconductor manufacturers, by providing materials at purity levels as stringent as one part-per-trillion. We have developed long-standing relationships with a global customer base, and generated approximately 36% of our revenues for the year ended December 31, 2018 from customers with whom we have 15+ year relationships. In total, in 2018 we believe we served established leaders and emerging innovators across each of the industries we serve:

 

 

LOGO

The combination of our innovation centers and manufacturing facilities empowers us to support our customers from the earliest stages of their product innovation to commercial manufacturing, and provides us multiple opportunities to serve as a critical partner to them. Our eight regional innovation centers located in five different countries (including four currently operating in the Asia, Middle East and Africa (“AMEA”) region and a fifth which we expect to be operational in mid-2019), allow us to efficiently support the product development needs of our diverse customer base. In addition, we have 27 manufacturing facilities, 13 of which are Current Good Manufacturing Practices (“cGMP”) compliant and 12 of which are regulated by the U.S. Food and Drug Administration (“FDA”) or comparable foreign regulatory authorities. Led by our globally recognized VWR brand, we have approximately 150 sales and distribution centers strategically located to promote supply chain efficiency, enabling us to deliver orders virtually anywhere in the world, often within 24 to 48 hours. We employ



 

2


Table of Contents

approximately 3,800 sales and sales support professionals around the world who are focused on serving our customers through a local presence. Our professionals’ comprehensive industry-specific knowledge is supplemented by our leading online customer platform which affords current and potential customers a rich, informative and customized user experience and allows us to better address a global customer base. Many customers choose to directly integrate their ordering activity with our online platform. We have over 2,500 integrated connections with our customers and approximately 1,000 integrated connections with our suppliers to simplify and expedite their transactions with us. In 2018, approximately 45% of our revenues came from our digital channels.

In 2018, we recorded net sales of $5,864.3 million, net loss of $86.9 million, Adjusted EBITDA of $945.3 million and Adjusted Net Income of $260.2 million. Approximately 85% of our revenues were from offerings which we consider to be recurring in nature. In addition, for the three months ended March 31, 2019, we have recorded net sales of $1,480.1 million, net loss of $6.2 million, Adjusted EBITDA of $248.0 million and Adjusted Net Income of $68.2 million. For the definition of Adjusted EBITDA and Adjusted Net Income and reconciliations of these measures from net loss, please see “—Summary Historical Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reconciliations of Non-GAAP Financial Measures.”

Our Competitive Strengths

Our customer-centric business model, combined with our deep understanding of our customers’ workflows, allows us to differentiate ourselves in the marketplace and is at the core of our competitive advantage. We believe the following competitive strengths provide the foundation for our position as the partner of choice for mission critical products and services to our customers:

Trusted Partner With Deep Customer Relationships. Our end-to-end integrated workflow platform and our ability to partner at every stage of research, development and commercialization have led to deep, embedded customer relationships. Approximately 1,400 of our associates are co-located with certain customers, working side-by-side with their scientists every day. We have collaborated with and supported many of our strategic global accounts for decades, and approximately 36% of our revenue for the year ended December 31, 2018 was generated by customers with whom we have maintained relationships for over 15 years. Regardless of company size or development stage, our customers seek a partner with innovative and comprehensive product offerings, superior quality, advanced manufacturing and skilled technical services to support all of their research, development and commercialization needs. Based on our expertise and experience in these areas, we believe we are a critical partner for our customers.

Customized Offerings to Address Our Customers’ Evolving Needs. We work closely with our customers to provide highly customized formulations across a variety of workflows. Our customization capabilities span the entire spectrum of core customer requirements, including purity, composition, blending, kitting, form factor, packaging, lot size and specialized certifications. Our ability to rapidly customize and innovate has led to significant adoption of our products as we and our customers seek to improve productivity and establish new processes. Our highly specialized and customized development, manufacturing and servicing capabilities also allow us to continue to pursue customized solutions in emerging and innovative therapeutic areas such as cell and gene therapies.

Depth And Breadth of Product and Service Offerings. Our comprehensive portfolio of materials & consumables, equipment & instrumentation and services & specialty procurement enables us to serve some of the most demanding and challenging areas of science. We offer more than six million distinct products that are often required by our customers in many of their most important processes. Our portfolio includes products valued for their exacting purity and performance specifications, some of which we manufacture to purity levels as stringent as one part-per-trillion. In addition, we offer our customers comprehensive value-added services and innovative services needed in the laboratory. We are dedicated to bringing new digital insights and capabilities to our customers as we collaborate to cultivate the “lab of the future”—a lab capable of generating and digesting vast amounts of data with IoT devices.



 

3


Table of Contents

Quality and Regulatory Expertise Drives Customer Loyalty. We serve industries that are subject to rigorous quality, performance and reliability regulations. Our customers rely on us to navigate these requirements while also facilitating their innovation and manufacturing efforts. We have submitted and maintain over 800 MAFs and DMFs with the FDA and comparable local regulatory authorities in nine countries, which simplifies our customers’ medical product approval processes by allowing them to reference our products as part of their own applications. Our 13 cGMP facilities and 19 ISO-certified distribution facilities create a manufacturing and distribution network that is designed to meet stringent quality and regulatory requirements. Our quality expertise is highly valued, including in semiconductor manufacturing, where customer demands for precision frequently exceed those in pharmaceuticals, biologics and medical devices. Our manufacturing expertise allows us to utilize the same manufacturing line for all stages of development and commercialization thus reducing customer regulatory burdens as their products progress from the laboratory to full scale production. This differentiated approach allows our customers to bring their products to market faster and more efficiently, and allows us to typically maintain our position over the life of the product given the regulatory requirements, as well as the costs and risks involved in substituting our products.

Customer-Centric Innovation Framework. We employ a differentiated innovation model that is informed by our embedded relationships with our customers and enables us to anticipate and align our innovation efforts with our customers’ priorities. We take a portfolio approach to our activities and focus on both incremental and breakthrough innovation. We will continue to serve the most successful established and emerging companies through:

 

   

Proprietary Product Innovations. We engage with our customers throughout their product lifecycles, including during initial discovery and development activities, to create materials and solutions that meet stringent specifications. We currently have approximately 1,400 innovation projects with our customers that address process improvements for existing products and potential significant new opportunities for us to support.

 

   

Third-Party Product Innovations. We are an important channel for thousands of specialized manufacturers of complex and sophisticated scientific products. Because we are already embedded in key customer workflows and are widely trusted among a broad collection of emerging and established suppliers, we are able to accelerate market acceptance and growth of promising third-party innovations.

 

   

Data and Research Analytics. We are actively engaged in developing advanced, innovative data integration and analytical solutions to support the vast amounts of data being generated by our customers. By relying on our data capabilities and insights, we will allow our customers to continue to focus on their core competencies while also participating in the benefits derived from analyzing and utilizing data.

Global Scale, Strategic Locations and Specialized Infrastructure. We are strategically located close to our global customers to drive supply chain efficiency, minimize customer lead times and navigate a complex network of regulatory requirements. Our global footprint consists of over 200 facilities located in over 30 countries and allows us to deliver our extensive portfolio of products and services to customers nearly anywhere in the world and generally within 24 to 48 hours. We have the expertise and government licenses to manage multiple controlled environments globally, enabling us to safely and in a compliant manner handle highly regulated chemicals and other materials.

Attractive Financial Profile and Scalable Operating Platform. We believe we have an attractive business model due to our scale, resilient and recurring revenue base, demonstrated operating leverage, and strong cash flow generation. The cost of our products is often a small percentage of the overall cost of our customers’ workflow, resulting in a resilient business profile. Additionally, for the year ended December 31, 2018, approximately 85% of our sales were from our materials & consumables and services & specialty



 

4


Table of Contents

procurement offerings which we consider to be recurring. By employing the Avantor Business System (“ABS”), a disciplined approach to continuously unlocking operational efficiencies, we have a demonstrated track record of improving profitability and driving cash flow generation. Our platform is further enhanced by a disciplined approach to M&A that, prior to the VWR Acquisition, historically contributed incremental revenue growth to VWR of approximately 1% to 2% per year by targeting businesses that enhance our workflow solutions, increase our technical capabilities and extend our global reach.

World-Class Leadership with Proven Ability to Execute at Scale. Our 13-member senior executive team has extensive experience within the life sciences and advanced technologies & applied materials industries globally, and possesses a wide network of industry relationships. Our management team has a proven track record of delivering stable revenue growth, executing on investment plans, achieving margin expansion and driving continuous improvement of global enterprises. Our management team is supported by approximately 12,000 associates around the world who have extensive scientific and commercial experience and enable us to provide our customers with tailored expertise and service.

Our Growth Strategies

We intend to capitalize on our world-class platform and distinctive competitive strengths as we pursue the following growth strategies:

Increase Integration of Our Products and Services Into Customers’ Workflows. Our extensive and long-term relationships with our customers and our embedded position in their workflows provide us with unique insights into their activities and understanding of additional products and services that we could offer to them. We translate these insights and understanding, together with our focus on workflows, into a convenient one-stop solution for our customers resulting in a growing volume of business.

Develop New Products and Services. We are continuously expanding our portfolio to provide our customers with additional solutions and further expand our addressable markets. Specifically, we are focusing our efforts to expand our portfolio in:

 

   

Bioproduction. We are broadening our range of process ingredients, serums, reagents, excipients, chromatography resins and single-use assemblies for use in the fast-growing bioproduction sector.

 

   

Custom Manufactured Products. We are continuing to partner with our customers to create materials and solutions that meet the unique and stringent specifications for their current and future products. We currently have approximately 1,400 customer-directed projects in development at our innovation centers located around the world.

 

   

New Products in High Growth Areas. We are working closely with our sales force and our customers’ R&D teams to understand emerging technologies and regulatory and industry standards that will become critical workflows in high growth industries. This close coordination with customers allows us to make targeted investments in the development of innovative products and solutions, bringing new products and services to market rapidly.

 

   

Service Offerings. We are expanding upon our traditional services, such as specialty procurement, to offer additional innovative, flexible and customized solutions to our global strategic customers. We will continue to expand the scope of our service offerings and increase the complexity, precision and value of our offerings.

 

   

Digital Capabilities. As the volume, velocity and variety of data generated by our customers continue to expand, the ability to organize and analyze this data for actionable insight has become increasingly critical to our customers. Based on the insights we gain as strategic partners, we are building a broad suite of technology-enabled offerings tailored to our customers’ objectives to increase productivity and effectiveness of their research and manufacturing workflows.



 

5


Table of Contents

Expand in Geographies Expected to Have Outsized Growth. We are focused on expanding our geographic reach and believe certain emerging economies, including China, Southeast Asia and Eastern Europe, offer a strong opportunity for growth. Local demand for our products and solutions in these regions is being driven by increasingly stringent quality and regulatory requirements, the expansion of our customers’ presence, an inadequate local supplier base and a significant increase in local government investment to support innovation in the industries we serve. We have invested in targeted geographies and intend to capitalize on our local presence and ability to attract new customers and follow existing ones into new geographies.

Continually Enhance Our Global Online Platform. We are continually improving and expanding our multi-lingual online sales platform in order to deliver our complete portfolio of offerings across all workflows. We will focus on enhancing our online platform in order to improve search engine effectiveness, simplify and personalize the user experience though enhancements to our vwr.com website and capture greater wallet share at existing customers and business from new customers. Using advanced analytics, we have also developed digital tools and marketing programs to increase the utility and stickiness of our platform, improve order conversion rates and share better insights with our customers regarding their needs and purchasing behaviors.

Increase Commercial Excellence and Operational Efficiency to Drive Margin Expansion. Operational discipline has been a core business focus at Avantor and VWR historically and continues to be our priority across manufacturing, sales and operational processes. The ABS is fundamental to our operational growth strategy to drive continuous improvement by improving efficiency throughout our supply chain and increasing our overall productivity. This approach will continue to be a key component in our margin expansion plans going forward and will help drive profitability and cash generation.

Pursue Strategic Acquisitions to Expand our Platform. We have a strong track record of successfully identifying, completing and integrating strategic acquisitions. Our broad platform, global infrastructure and diversified customer base allow us to generate growth and operating leverage through such acquisitions. We intend to continue to pursue opportunistic acquisitions in our existing and adjacent customer segments to accelerate our entry into high-growth markets and geographies as well as add capabilities and workflow solutions.

Industry Overview

We operate primarily in the biopharma, healthcare, education & government and advanced technologies & applied materials industries. We estimate our total addressable market within these industries to be approximately $70 billion in the aggregate in 2018. We expect the total addressable market we serve will grow approximately 5% annually from 2018 to 2020. Our customers are sophisticated, science-driven businesses working across highly technical industries that require innovation and adherence to the most demanding technical and regulatory requirements.

The following are some of the market forces affecting our customers and driving growth within our industries:

 

   

Favorable Demographic and Epidemiologic Trends. Healthcare demand is increasing rapidly across most of the world, driven principally by aging populations, an increased prevalence of chronic diseases and improved access to healthcare.

 

   

Strong Funding and Externalization of Drug Discovery. Research and development (“R&D”) activities are accelerating with approximately $200 billion of investment in life sciences being deployed each year by a variety of sources, including governments, startups and large pharmaceutical companies. We have seen an increasing trend in R&D outsourcing among both small and large pharmaceutical companies, who are focused on driving efficiencies in their processes and aim to focus on their key strengths and value generating activities.



 

6


Table of Contents
   

Proliferation of R&D and Development of New Therapeutic Modalities. The rapid, accelerating pace of scientific innovation in the industries we serve is propelling heightened investment in complex and novel research, including new biologic and therapeutic modalities.

 

   

Emergence of Biosimilars. Biosimilars are rapidly emerging alongside small and large molecule drugs. Based on our evaluation of third-party data, we estimate biosimilar sales will exceed $25 billion by 2020.

 

   

Digital Transformation of Science. The rapid adoption of technologies such as big data and analytics and cloud based solutions represents a meaningful opportunity to automate and optimize mission critical operations and drive competitive differentiation.

 

   

Positive Research and Development Trends in Advanced Technologies & Applied Materials. Continued demand for Internet of Things (“IoT”) devices and groundbreaking technological advancements, including artificial intelligence and autonomous cars, are driving demand for improved chip designs that often have smaller feature sizes. These new chips will increase the need for ultra-high purity materials, in higher volumes, that are used in the semiconductor manufacturing processes. In addition, the aerospace & defense industry continues to utilize new technologies and features, which has driven increased spending in this industry.

The following is a summary of the industries we serve:

 

   

Biopharma. Our offerings are used by biopharmaceutical companies, biotechnology companies, biosimilar companies, generic drug companies and contract manufacturing organizations (“CMOs”) of all sizes to specifically address their development and manufacturing needs during each phase of a drug’s lifecycle, from research and development to commercialization. We are well-positioned to support the emerging needs of science, providing solutions for both traditional small molecule sectors and the growing, more complex large molecule sector. We estimate that our addressable portion of the biopharma industry for 2018 was approximately $30 billion and will grow approximately 7% from 2018 to 2020.

 

   

Healthcare. Healthcare consists of medical implants, drug delivery devices, non-implantable devices (the “medical device industry”) and diagnostic tools and consumables (the “diagnostics industry”). Our offerings include high-purity silicones used in the manufacture of medical implantable devices, including aesthetic and reconstructive implants, pacemakers and cochlear implants. Our high-purity silicones are also frequently specified into non-implantable medical devices, such as medical-grade tubing, balloons and bladders. Also, we provide medical-grade silicones expertise to customize sustained drug-release devices for our pharmaceutical and biologics customers. We estimate that our addressable portion of the healthcare industry for 2018 was approximately $9 billion and will grow approximately 5% from 2018 to 2020.

 

   

Education & Government. The education & government industry consists of government sponsored research across multiple areas of discovery, including basic and applied science. Our offerings are used by academic institutions and government sponsored organizations to address their needs for continued education and testing and research activities that includes areas such as agriculture and environmental. We estimate that our addressable portion of the education & government industry for 2018 was approximately $15 billion and will grow approximately 3% from 2018 to 2020.

 

   

Advanced Technologies & Applied Materials. We have a comprehensive product line of solutions and high-purity acids and solvents used in the manufacture of semiconductors and other high precision electronic applications. We also offer an extensive line of specialty space-grade silicone materials to the aerospace & defense industry. These highly customized materials are used in extreme environments, and include adhesives, sealants, coatings and other inputs for various aircraft, satellite



 

7


Table of Contents
 

and space applications. We estimate that our addressable portion of the advanced technologies & applied materials industry for 2018 was approximately $15 billion and will grow approximately 4% from 2018 to 2020.

Risks Related to Our Business and Our Industry, Regulation and Our Offering

Investing in our common stock involves substantial risk, and our ability to successfully operate our business is subject to numerous risks. Some of the more significant challenges and risks related to our business include the following:

 

   

our ability to implement our growth strategy, both domestically and internationally, while maintaining our commercial operations and administrative activities;

 

   

our ability to anticipate and respond to changing industry trends;

 

   

our ability to continue to successfully value and integrate acquired businesses, including NuSil and VWR;

 

   

our products’ satisfaction of applicable quality criteria, specifications and performance standards; and

 

   

our high degree of leverage, our ability to incur more debt and access additional capital, and our ability to generate cash to service our indebtedness and to fund our other liquidity needs.

Any of the factors set forth under “Risk Factors” may limit our ability to successfully execute our business strategy. You should carefully consider all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth under “Risk Factors” in deciding whether to invest in our common stock.

Corporate History and Information

Our 115 year legacy began in 1904 with the founding of the J.T. Baker Chemical Company. In 2010, Avantor was acquired by affiliates of New Mountain Capital, LLC ("New Mountain Capital"), our sponsor, from Covidien plc. Since then, we have expanded through a series of large acquisitions across the globe. In 2016, we acquired NuSil, a leading supplier of high-purity silicone products for the medical device industry that was founded in 1985. In 2017, we also acquired VWR, a global manufacturer and distributor of laboratory and production products and services founded in 1852 that now represents the primary ordering platform for our customers. Avantor, Inc. was incorporated in Delaware in May 2017 in anticipation of the VWR Acquisition.

Our principal executive offices are located at the Radnor Corporate Center, Building One, Suite 200, 100 Matsonford Road, Radnor, Pennsylvania 19087 and our telephone number is (610) 386-1700. Our website is www.avantorinc.com. Information contained on our website or that can be accessed through our website is not part of, and is not incorporated by reference in, this prospectus.

Our Sponsor

New Mountain Capital is a New York-based investment firm that currently manages private equity, public equity and credit funds with over $20.0 billion in aggregate assets under management, including capital commitment and equity raised for New Mountain Partners V. Its private equity platform emphasizes business building and growth, rather than debt, as it pursues long-term capital appreciation. New Mountain Capital seeks out what it believes to be the highest quality growth leaders in carefully selected acyclical segments that have “defensive growth” characteristics and then works intensively with management to build the value of these companies.



 

8


Table of Contents

Concurrent Offering

Concurrently with this offering, we are offering, by means of a separate prospectus, 10,000,000 shares of the Mandatory Convertible Preferred Stock (and up to an additional 1,500,000 shares of the Mandatory Convertible Preferred Stock that the underwriters in the concurrent offering have the option to purchase from us, exercisable within 30 days from the date of the prospectus for the concurrent offering, to cover over-allotments). We estimate that the net proceeds to us from the sale of shares of the Mandatory Convertible Preferred Stock in the concurrent offering, if completed, will be approximately $481.0 million (or approximately $553.4 million if the underwriters in the concurrent offering exercise their over-allotment option to purchase additional shares of the Mandatory Convertible Preferred Stock in full), in each case after deducting estimated expenses and underwriting discounts and commissions. The closing of this offering is not conditioned upon the closing of the concurrent offering, but the closing of the concurrent offering is conditioned upon the closing of this offering, and there can be no assurance that the concurrent offering will be completed on the terms described herein or at all. For additional information, see “Mandatory Convertible Preferred Stock Offering.”

Redemption of Existing Senior Preferred Stock

We intend to issue a conditional notice of full redemption to holders of our Series A Preferred Stock (the “Existing Senior Preferred Stock”) to redeem all of the outstanding Existing Senior Preferred Stock at a redemption price equal to the sum of 100% of the liquidation preference of such shares as of the redemption date, which we expect to be on or about May 21, 2019, plus accumulated and unpaid dividends thereon to, but not including, the date of redemption, plus a make-whole amount. The redemption of the Existing Senior Preferred Stock will be conditioned upon the consummation of this offering and the receipt of funds from the consummation of this offering and the concurrent offering of Mandatory Convertible Preferred Stock sufficient to pay the aggregate redemption price for our Existing Senior Preferred Stock and accumulated and unpaid dividends. Nothing in this prospectus constitutes a notice of redemption or any offer to purchase or solicitation of an offer to sell any of the issued and outstanding Existing Senior Preferred Stock.



 

9


Table of Contents

The Offering

 

Common stock offered by us

153,999,900 shares.

 

Common stock offered by the selling stockholder

100 shares.

 

Option to purchase additional shares of common stock

We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to 23,100,000 additional shares of common stock to cover over-allotments, less underwriting discounts and commissions.

 

Common stock outstanding after this offering

426,444,907 shares (or 449,544,907 shares if the underwriters exercise in full their over-allotment option to purchase additional shares of common stock).

 

Use of proceeds

We estimate that the net proceeds to us from this offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $2,889.0 million (or approximately $3,323.7 million if the underwriters exercise in full their over-allotment option to purchase additional shares of common stock), assuming an initial public offering price of $19.50 per share (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus). We will not receive any proceeds from the sale of shares of common stock by the selling stockholder named in this prospectus, but we will be required to pay the underwriting discounts and commissions associated with such sales of shares. See “Use of Proceeds.” For a sensitivity analysis as to the offering price and other information, see “Use of Proceeds.”

 

  We estimate that the net proceeds to us from the concurrent offering of the Mandatory Convertible Preferred Stock, if completed, will be approximately $481.0 million (or approximately $553.4 million if the underwriters of that offering exercise their over-allotment option to purchase additional shares of the Mandatory Convertible Preferred Stock in full), in each case after deducting estimated underwriting discounts and commissions and estimated offering expenses.

 

  We intend to use approximately $2,629.1 million of the net proceeds to us from both offerings to redeem all outstanding shares of Existing Senior Preferred Stock (as defined herein). We intend to use the remaining proceeds to repay $471.2 million and $269.7 million of outstanding indebtedness under the Dollar Term Loan Facility and the Euro Term Loan Facility, respectively.

Certain affiliates of Goldman Sachs & Co. LLC, an underwriter in both offerings, will receive an aggregate of approximately



 

10


Table of Contents

$421 million following this offering as a result of currently holding 372,872 shares of our Existing Senior Preferred Stock and being a lender under the Dollar Term Loan Facility and the Euro Term Loan Facility, which represents 12.5% of the net proceeds from this offering and the concurrent offering (or 10.9% of the net proceeds of this offering and the concurrent offering if the underwriters exercise their over-allotment options in full in both offerings).

 

  To the extent that the underwriters exercise all or a portion of their over-allotment option to purchase additional shares of our common stock or the underwriters in our offering of Mandatory Convertible Preferred Stock exercise all or a portion of their over-allotment option to purchase additional shares of Mandatory Convertible Preferred Stock, the net proceeds received will be used to repay indebtedness pro rata under the Term Loan Facility.

 

Dividend policy

We do not currently anticipate paying any dividends on our common stock immediately following this offering. We expect to retain all future earnings for use in the operation and expansion of our business. Following this offering, we may reevaluate our dividend policy. Any decision to declare and pay dividends in the future will be made at the sole discretion of our Board of Directors and will depend on various factors. Our ability to pay dividends on common stock may be restricted by the documents governing our and our subsidiaries’ existing and future outstanding indebtedness. If we issue any Mandatory Convertible Preferred Stock, no dividends may be declared or paid on our common stock unless accumulated and unpaid dividends on the Mandatory Convertible Preferred Stock have been declared and paid, or set aside for payment, on all outstanding shares of the Mandatory Convertible Preferred Stock for all preceding dividend periods. See “Dividend Policy.”

 

Risk factors

See “Risk Factors” for a discussion of risks you should carefully consider before deciding to invest in our common stock.

 

Conflicts of interest

Certain affiliates of Goldman Sachs & Co. LLC (i) will receive approximately $421 million (or 12.5%) of the net proceeds of this offering and the concurrent offering of Mandatory Convertible Preferred Stock due to the redemption of outstanding shares of our Existing Senior Preferred Stock they own and repayment of a portion of the outstanding indebtedness under the Dollar Term Loan Facility and the Euro Term Loan Facility with the net proceeds of this offering and the concurrent offering (or 10.9% of the net proceeds of this offering and the concurrent offering if the underwriters exercise their over-allotment options in full in both offerings), (ii) currently own 372,872 shares of our Existing Senior Preferred Stock, 564,000 shares of our Existing Junior Convertible Preferred Stock and warrants to purchase 1,133,920 shares of our common stock and (iii) currently have two director appointees on our Board, both of whom are expected to remain on our Board following this offering, as well as other rights.



 

11


Table of Contents
 

Certain of the affiliates of Goldman Sachs & Co. LLC that hold the Existing Senior Preferred Stock, the Existing Junior Convertible Preferred Stock and warrants are funds whose limited partners are current and former employees of Goldman Sachs & Co. LLC; these current employees include individuals who are providing services on behalf of Goldman Sachs & Co. LLC in connection with this offering and the concurrent offering. See “Certain Relationships and Related Party Transactions.” In addition, as holders of our Existing Junior Convertible Preferred Stock, affiliates of Goldman Sachs & Co. LLC will receive 47,723,077 shares of common stock upon the automatic conversion of our Existing Junior Convertible Preferred Stock upon consummation of this offering based on an assumed public offering price of $19.50 per share of common stock (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus). Therefore, Goldman Sachs & Co. LLC is deemed to have a conflict of interest within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“Rule 5121”). Accordingly, this offering is being conducted in accordance with Rule 5121, which requires, among other things, that a “qualified independent underwriter” participate in the preparation of, and exercise the usual standards of “due diligence” with respect to, the registration statement and this prospectus. J.P. Morgan Securities LLC has agreed to act as a qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act of 1933, as amended (the “Securities Act”), specifically including those inherent in Section 11 thereof. J.P. Morgan Securities LLC will not receive any additional fees for serving as a qualified independent underwriter with this offering. We have agreed to indemnify J.P. Morgan Securities LLC against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. For more information, see “Underwriting (Conflicts of Interest).”

 

Proposed NYSE ticker symbol

“AVTR.”

 

Concurrent Mandatory Convertible Preferred Stock Offering

Concurrently with this offering of common stock, we are making a public offering, by means of a separate prospectus, of 10,000,000 shares of the Mandatory Convertible Preferred Stock, and we have granted the underwriters of that offering a 30-day option to purchase up to an additional 1,500,000 shares of the Mandatory Convertible Preferred Stock to cover over-allotments.

 

 

We cannot assure you that the offering of Mandatory Convertible Preferred Stock will be completed or, if completed, on what terms it will be completed. The closing of this offering is not conditioned upon the closing of the offering of Mandatory Convertible Preferred Stock, but the closing of our offering of Mandatory Convertible Preferred Stock is conditioned upon the closing of this offering. See the section of this prospectus entitled “Mandatory Convertible Preferred Stock Offering” for a summary of the terms of the



 

12


Table of Contents
 

Mandatory Convertible Preferred Stock and a further description of the concurrent offering.

Unless otherwise indicated or the context otherwise requires, all information in this prospectus reflects and assumes the following:

 

   

no exercise by the underwriters in this offering of their over-allotment option to purchase additional shares of common stock from us;

 

   

the completion of the concurrent offering of 10,000,000 shares of the Mandatory Convertible Preferred Stock and assuming no exercise by the underwriters of that offering of their over-allotment option to purchase additional shares of Mandatory Convertible Preferred Stock;

 

   

issuance of 139,615,385 shares of common stock issuable upon conversion of the Existing Junior Convertible Preferred Stock based on an assumed initial public offering price of $19.50 per share of common stock (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus). Conversion of the Existing Junior Convertible Preferred Stock into shares of common stock will occur automatically upon consummation of this offering. The number of shares of common stock received upon conversion of the Existing Junior Convertible Preferred Stock will be based on the aggregate liquidation preference of such stock of $2,722,500,000 divided by the initial public offering price. A decrease in the assumed initial public offering price of $1.00 per share would result in the issuance of 147,162,162 shares of common stock upon conversion. An increase of $1.00 per share in the assumed initial public offering price would result in the issuance of 132,804,878 shares of common stock upon conversion. See “Description of Capital Stock—Preferred Stock—Existing Junior Convertible Preferred Stock”;

 

   

an assumed initial public offering price of $19.50 per share of common stock (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus); and

 

   

the (i) 5-for-1 stock split with respect to our shares of common stock and (ii) related amendment to our existing certificate of incorporation increasing the Company’s authorized amount of common stock and preferred stock, in each case, that we intend to effectuate immediately prior to the effectiveness of the registration statement of which this prospectus forms a part.

Additionally, 426,444,907 shares of our common stock to be outstanding after this offering is based on 132,829,622 shares of our common stock outstanding as of March 31, 2019, reflects the conversion of our Existing Junior Convertible Preferred Stock into 139,615,385 shares of common stock based on the assumed initial public offering price of $19.50 per share of common stock (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus) and the offering of 154,000,000 shares of common stock by us and the selling stockholder, and does not reflect:

 

   

7,110,225 shares of common stock that may be issued upon exercise of outstanding warrants at a weighted average exercise price of $0.002 per share;

 

   

23,500,000 shares of common stock that may be issued pursuant to future awards under our 2019 Equity Incentive Plan (as defined below) to be in effect following this offering;

 

   

21,040,808 shares of common stock that may be issued upon the exercise of outstanding options at an average weighted exercise price of $15.06 issued under the Legacy Avantor Plan and/or the Vail Plan (each as defined below);

 

   

154,180 shares of common stock that may be issued upon the vesting of restricted stock units issued under the Legacy Avantor Plan and/or the Vail Plan; and

 

   

up to 25,641,000 shares of our common stock (or up to 29,487,150 shares if the underwriters in our offering of Mandatory Convertible Preferred Stock exercise their over-allotment option in full) issuable



 

13


Table of Contents
 

upon conversion of the Mandatory Convertible Preferred Stock being offered in our concurrent offering, in each case assuming mandatory conversion based on an applicable market value of our common stock equal to the assumed initial public offering price of $19.50 per share of common stock, which is the midpoint of the estimated offering price range shown on the cover page of this prospectus, subject to anti-dilution, make-whole and other adjustments or any shares of our common stock that may be issued in payment of a dividend, fundamental change dividend make-whole amount or accumulated dividend amount.



 

14


Table of Contents

Summary Historical Financial and Other Data

The following tables set forth our summary historical consolidated financial data as of the dates and for the periods indicated. The summary historical consolidated financial data as of December 31, 2017 and 2018 and for the years ended December 31, 2016, 2017 and 2018 is derived from our audited consolidated financial statements and related notes thereto included elsewhere in this prospectus. The summary historical consolidated balance sheet data as of December 31, 2016, is derived from our audited consolidated financial statements and related notes thereto not included in this prospectus. The summary historical condensed consolidated financial data as of March 31, 2019 and for the three months ended March 31, 2018 and 2019 is derived from our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this prospectus. The unaudited condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in the opinion of our management, reflect all normal recurring adjustments necessary for the fair presentation of our consolidated results for these periods. The results for any interim period are not necessarily indicative of the results that may be expected for the full year. Additionally, our historical results are not necessarily indicative of the results expected for any future period.

In accordance with GAAP, we have included the financial results of VWR since the VWR Acquisition on November 21, 2017. In addition, on September 30, 2016, we merged with NuSil. Since both NuSil and our predecessor were controlled by New Mountain Capital, our historical financial statements have been combined with NuSil’s into a single comparative presentation for all periods presented. For more information about this basis of presentation, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 1 to the audited annual financial statements included elsewhere in this prospectus.

You should read the information contained in this table in conjunction with “Capitalization,” “Selected Condensed Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and the accompanying notes and our unaudited consolidated financial statements and the accompanying notes, each included in this prospectus.



 

15


Table of Contents
     Year ended December 31,     Three months
ended
March 31,
 
(in millions, except per share data)    2016     2017     2018     2018     2019  

Statement of operations data

          

Net sales

   $ 691.3     $ 1,247.4     $ 5,864.3     $ 1,418.3     $ 1,480.1  

Cost of sales

     371.6       814.6       4,044.5       978.0       1,004.9  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     319.7       432.8       1.819.8       440.3       475.2  

Selling, general and administrative expenses

     281.5       449.7       1,405.3       352.7       337.6  

Fees to New Mountain Capital

     28.3       193.5       1.0       —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

     9.9       (210.4     413.5       87.6       137.6  

Interest expense

     (80.3     (257.3     (523.8     (128.3     (128.6

Other (expense) income, net

     (0.2     7.5       (3.5     (4.4     (5.1
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income before income taxes

     (70.6     (460.2     (113.8     (45.1     3.9  

Income tax (expense) benefit

     (10.1     314.9       26.9       3.9       (10.1
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (80.7     (145.3     (86.9     (41.2     (6.2

Net loss attributable to noncontrolling interests

     (38.3     (32.6     —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to Avantor, Inc.

     (42.4     (112.7     (86.9     (41.2     (6.2

Accumulation of yield on series A preferred stock

     —         (27.8     (269.5     (63.3     (71.8

Adjustment of series A preferred stock to redemption value

     —         (274.4     —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss available to common stockholders of Avantor, Inc.

   $ (42.4   $ (414.9   $ (356.4   $ (104.5   $ (78.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss per share information, basic and diluted:

          

Loss per share

   $ (0.28   $ (2.75   $ (2.69   $ (0.79   $ (0.59

Weighted average shares outstanding

     152.6       151.1       132.7       132.6       132.8  

Unaudited pro forma loss per share(1)

       $ (0.22     $ (0.02
     Year ended December 31,     Three months
ended
March 31,
 
(in millions)    2016     2017     2018     2018     2019  

Balance sheet data (as of period end)

          

Cash and cash equivalents

   $ 62.9     $ 185.4     $ 184.7       $ 143.9  

Total assets

     1,135.8       10,446.5       9,911.6         10,013.9  

Total long-term debt, including current portion

     1,296.1       7,117.8       6,924.7         6,792.9  

Total liabilities

     1,646.4       9,476.9       9,104.0         9,221.2  

Total redeemable equity

     —         3,589.8       3,859.3         3,931.1  

Avantor, Inc. stockholders’ deficit

     (374.9     (2,620.2     (3,051.7       (3,138.4

Deficit of noncontrolling interest

     (135.7     —         —           —    

Total stockholders’ deficit

     (510.6     (2,620.2     (3,051.7       (3,138.4

Cash flow data

          

Net cash provided by (used in) operating activities

   $ 72.9     $ (167.5   $ 200.5     $ 46.2     $ 75.0  

Net cash used in investing activities

     (29.9     (6,676.0     (23.2     (11.8     (7.9

Net cash (used in) provided by financing activities

     (43.5     6,965.0       (170.3     (77.8     (106.1

Other data

          

Adjusted EBITDA(2)

   $ 220.7     $ 289.5     $ 945.3     $ 216.9     $ 248.0  

Adjusted Net Income(2)

     30.3       157.4       260.2       47.4       68.2  

 

(1)

See Note 4 to our audited consolidated financial statements and Note 4 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for an explanation of the calculation of unaudited pro forma loss per share.



 

16


Table of Contents
(2)

We define Adjusted EBITDA as net income (loss) before interest, taxes and depreciation and amortization as further adjusted to eliminate the impact of certain costs related to this offering and the concurrent offering of Mandatory Convertible Preferred Stock, our reorganization and other items that we do not consider in our evaluation of our ongoing operating performance from period to period as discussed further below and to remove the impact of noncontrolling interest. We believe Adjusted EBITDA is frequently used by analysts, investors and other interested parties to evaluate companies in our industry and is a helpful supplemental measure to provide additional insight in evaluating a company’s core operational performance as it excludes costs that do not relate to the underlying operation of their business.

We define Adjusted Net Income as net income (loss) exclusive of amortization as further adjusted to eliminate the impact of certain costs related to this offering and the concurrent offering of Mandatory Convertible Preferred Stock, our reorganization and other items that we do not consider in our evaluation of our ongoing operating performance from period to period as discussed further below. We believe Adjusted Net Income is useful to investors as a way to analyze the underlying trends in our core business consistently across the periods inclusive of interest and depreciation.

Adjusted EBITDA and Adjusted Net Income are non-GAAP measures of our financial performance and should not be considered as alternatives to net income (loss) as a measure of financial performance, or any other performance measure derived in accordance with GAAP, nor should it be construed as an inference that our future results will be unaffected by unusual or other items. Additionally, Adjusted EBITDA and Adjusted Net Income are not intended to be measures of free cash flow for management’s discretionary use, as they do not reflect certain cash requirements such as tax payments, debt service requirements, capital expenditures and certain other cash costs that may recur in the future. Adjusted EBITDA and Adjusted Net Income contain certain other limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. Management compensates for these limitations by relying on our GAAP results in addition to using Adjusted EBITDA and Adjusted Net Income. Our presentation of Adjusted EBITDA and Adjusted Net Income is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.

The following table sets forth a reconciliation of net income (loss), the most directly comparable GAAP performance measure, to Adjusted Net Income and Adjusted EBITDA, using data derived from our consolidated financial statements, in each case for the periods indicated:

 

     Year ended December 31     Three months
ended

March 31,
 
(in millions)    2016     2017     2018     2018       2019    

Net loss

   $ (80.7   $ (145.3   $ (86.9   $ (41.2   $ (6.2

Amortization(a)

     31.9       65.2       321.3       82.6       78.6  

Net foreign currency loss from financing activities(b)

     0.4       5.5       6.5       6.9       6.2  

Gain on derivative instruments(c)

     —         (9.6     —         —         —    

Other share-based compensation expense(d)

     86.6       26.6       (0.7     —         —    

Restructuring and severance charges(e)

     11.1       29.6       81.2       7.5       5.5  

Purchase accounting adjustments(f)

     4.5       41.8       (1.0     10.3       (0.8

Transaction fees to New Mountain Capital(g)

     27.3       192.5       —         —         —    

Executive departures(h)

     —         —         4.5       —         —    

Impairment charges(i)

     —         5.0       2.9       —         —    

VWR transaction expenses(j)

     —         40.7       0.4       (0.1     0.7  

VWR integration and planning expenses(k)

     —         33.0       35.8       7.3       5.6  

Other transaction and integration expenses(l)

     11.5       25.0       1.1       —         —    

Debt refinancing fees(m)

     4.7       3.1       —         —         —    

Environmental remediation costs(n)

     4.6       —         —         —         —    


 

17


Table of Contents
     Year ended December 31     Three months
ended

March 31,
 
(in millions)    2016     2017     2018     2018       2019    

Income tax benefit applicable to pretax adjustments(o)

     (71.6     (155.7     (104.9     (25.9     (21.4
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Net Income

     30.3       157.4       260.2       47.4       68.2  

Interest expense(a)

     80.3       257.3       523.8       128.3       128.6  

Depreciation(a)

     28.4       34.0       83.3       19.2       19.7  

Income tax provision (benefit) applicable to Adjusted Net Income(p)

     81.7       (159.2     78.0       22.0       31.5  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 220.7     $ 289.5     $ 945.3     $ 216.9     $ 248.0  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

  (a)

Represents amounts as determined under GAAP.

  (b)

Represents remeasurement of various foreign-denominated borrowings into functional currencies. Our U.S. subsidiaries carry a significant amount of euro-denominated debt, and many of our subsidiaries borrow and lend with each other in foreign currencies. For 2018, 2017 and the three months ended March 31, 2019 and 2018, the foreign currency losses were primarily caused by unhedged intercompany loans receivable ranging from €190 million and €250 million.

  (c)

Represents the realized gain on foreign currency forward contracts used to hedge pre-acquisition changes in the value of VWR’s euro-denominated loans.

  (d)

Represents expenses related to remeasuring legacy NuSil awards at fair value on a recurring basis and modification of share-based awards caused by the legal entity restructurings in November 2017 and September 2016. These expenses fluctuated significantly across the periods due to the increases in the value of our business following business combinations.

  (e)

The following table presents restructuring and severance charges by plan:

 

     Year ended December 31,      Three months ended
March 31,
 
(in millions)    2016      2017      2018      2018      2019  

Global value capture program

   $ —        $ 17.5      $ 78.3      $ 5.6      $ 5.1  

Other

     11.1        12.1        2.9        1.9        0.4  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 11.1      $ 29.6      $ 81.2      $   7.5      $   5.5  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

See “Factors and Current Trends Affecting Our Business and Results of Operations—We are implementing a significant global value capture program” for additional information about the global value capture program. Other includes three smaller plans for VWR, NuSil and legacy Avantor and other non-plan initiatives.

  (f)

Represents reversals of the short-term impact of purchase accounting adjustments on earnings, the most significant of which was the increase to cost of sales that resulted from valuing VWR’s inventory at fair value in purchase accounting. Also includes the earnings impact of remeasuring contingent consideration to fair value on a recurring basis.

  (g)

Represents transaction fees paid to New Mountain Capital. Pursuant to the terms of their advisory agreement with us, New Mountain Capital earned a fee equal to 2% of the value of each of our three debt refinancings and the VWR Acquisition. See “Certain Relationships and Related Party Transactions.”

  (h)

Represents severance payments made to former executives that were not included in a restructuring program.

  (i)

Represents the write-off of property, plant and equipment related to a legacy research and development facility in 2018 and the write-off of property, plant and equipment and inventory related to a discontinued product line in 2017.

  (j)

Represents direct expenses incurred to consummate the VWR Acquisition.

  (k)

Represents expenses incurred related to planning and integration of VWR.



 

18


Table of Contents
  (l)

The following table presents the components of our other transaction and integration expenses:

 

     Year ended December 31,  
(in millions)    2016      2017      2018  

Unconsummated equity offering

   $ 5.0      $ 19.9      $ —    

NuSil-related integration expenses

     3.4        5.1        —    

Other transaction expenses

     3.1        —          1.1  
  

 

 

    

 

 

    

 

 

 

Total

   $ 11.5      $ 25.0      $ 1.1  
  

 

 

    

 

 

    

 

 

 

 

  (m)

Represents non-capitalized fees incurred to refinance our debt in March 2017, September 2016 and June 2016, excluding transaction fees paid to New Mountain Capital.

  (n)

Represents establishment of a multi-year environmental remediation liability to remediate soil and groundwater conditions at our Gliwice, Poland manufacturing facility.

  (o)

Represents the tax benefit or provision associated with the reconciling items between net loss and Adjusted Net Income. To determine the aggregate tax effect of the reconciling items, we utilized statutory income tax rates ranging from 0% and 35%, depending upon the applicable jurisdictions of each adjustment.

  (p)

Represents the difference between income tax expense or benefit as determined under GAAP and the income tax benefit applicable to pretax adjustments.



 

19


Table of Contents

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with the other information in this prospectus, before deciding whether to purchase our common stock. If any of the risks described below actually occur, our business, financial condition, results of operations or prospects could be materially adversely affected. In any such case, the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Related to Our Business and Our Industry

Significant interruptions in our operations could harm our business, financial condition and results of operations.

Manufacturing, distribution and logistics problems can and do arise, and any such problems could have a significant impact on our operating results. Accordingly, any significant disruptions to the operations of our manufacturing or distribution centers or logistics providers for any reason, including labor relations issues, power interruptions, severe weather, fire or other circumstances beyond our control could cause our operating expenses to increase without coverage or compensation or seriously harm our ability to fulfill our customers’ orders or deliver products on a timely basis, or both. We must also maintain sufficient production capacity in order to meet anticipated customer demand, which carries fixed costs that we may not be able to offset if orders slow, which would adversely affect our operating margins. If we are unable to manufacture our products consistently, in sufficient quantities, and on a timely basis, our net sales, gross margins and our other operating results will be materially and adversely affected. Prompt shipment of our products is also very important to our business. We have experienced problems with or delays in our production, shipping and logistics capabilities that resulted in delays in our ability to ship finished products, and there can be no assurance that we will not encounter such problems in the future. If we experience significant delays in our manufacturing, shipping or logistics processes, we could damage our customer relationships, cause disruption to our customers and adversely affect our business, financial condition and operating results.

We compete in highly competitive markets. Failure to compete successfully could adversely affect our business, financial condition and results of operations.

We face competition across our products and the markets in which we operate. We compete on several fronts, both domestically and internationally, including competing with other companies that provide similar offerings. Competition is driven by proprietary technologies and know-how, capabilities, consistency of operational performance, quality, supply chain control, price, value and speed. Our competitors range from regional companies, which may be able to more quickly respond to customers’ needs because of geographic proximity, to large multinational companies, which may have greater financial, marketing, operational and research and development resources than we do. Such greater resources may allow our competitors to respond more quickly with new, alternative or emerging technologies.

In addition, consolidation trends in the biopharma and healthcare industries have served to create fewer customer accounts and to concentrate purchasing decisions for some customers, resulting in increased pricing pressures. The entry into the market by manufacturers in low-cost manufacturing locations also creates increased pricing and competitive pressures, particularly in developing markets, which may impede our goal to increase penetration in such markets. Failure to anticipate and respond to competitors’ actions may adversely affect our results of operations and financial condition.

Our operations are also subject to the effects of global competition, including potential competition from specialty materials manufacturers in low-cost manufacturing locations. These risks, individually or in the aggregate, could have an adverse effect on our results of operations and financial condition. The occurrence or allegation of these types of risks may adversely affect our business, performance, prospects, value, financial condition and results of operations.

 

20


Table of Contents

It may be difficult for us to implement our strategies for improving growth.

We plan to continue expanding our commercial sales operations and scope and complexity of our business both domestically and internationally, while maintaining our commercial operations and administrative activities. For example, we intend to pursue the following growth strategies: (i) increase integration of our products and services into customers’ workflows; (ii) develop new products and services; (iii) expand in geographies expected to have outsized growth; (iv) continue to enhance our global online platform; (v) increase commercial excellence and operational efficiency to drive margin expansion; and (vi) pursue strategic acquisitions to expand our platform. See “Business—Our Growth Strategies.” However, our ability to manage our business and conduct our global operations while also pursuing the aforementioned growth strategies requires considerable management attention and resources and is subject to the challenges of supporting a rapidly growing business in an environment of multiple languages, cultures and customs, legal and regulatory systems, alternative dispute systems and commercial markets.

Our failure to implement these strategies in a cost-effective and timely manner could have an adverse effect on our business, results of operations and financial condition.

Part of our growth strategy is to pursue strategic acquisitions, which will subject us to a variety of risks that could harm our business.

As part of our business strategy, we intend to continue to review, pursue and complete selective acquisition opportunities. There can be no assurances that we will be able to complete suitable acquisitions for a variety of reasons, including the identification of and competition for acquisition targets, the need for regulatory approvals, the inability of the parties to agree to the structure or purchase price of the transaction and the inability to finance the transaction on commercially acceptable terms. In addition, any completed acquisition will subject us to a variety of other risks, including:

 

   

we will need to allocate substantial operational, financial and management resources in integrating new businesses, technologies and products, and management may encounter difficulties in integrating the operations, personnel or systems of the acquired businesses;

 

   

acquisitions may have an adverse effect on our business relationships with existing or future suppliers and other business partners, in particular, to the extent we consummate acquisitions that vertically integrate portions of our business;

 

   

we may assume substantial actual or contingent liabilities, known and unknown;

 

   

acquisitions may not meet our expectations of future financial performance;

 

   

we may experience delays or reductions in realizing expected synergies;

 

   

we may incur substantial unanticipated costs or encounter other problems associated with acquired businesses or devote time and capital investigating a potential acquisition and not complete the transaction;

 

   

we may be unable to achieve our intended objectives for the transaction; and

 

   

we may not be able to retain the key personnel, customers and suppliers of the acquired business.

In addition, we may be unable to maintain uniform standards, controls, procedures and policies as we attempt to integrate the acquired businesses, and this may lead to operational inefficiencies. These factors related to our acquisition strategy, among others, could have an adverse effect on our business, financial condition and results of operations.

Our business, financial condition and results of operations may be harmed if our customers discontinue or spend less on research, development and production and other scientific endeavors.

Our direct and end customers include biopharmaceutical, biomaterials, diagnostics, electronics, aerospace and defense and research companies, which includes laboratories, universities, government agencies and public

 

21


Table of Contents

and private research institutions. Many factors, including public policy spending priorities, available resources and product and economic cycles, have a significant effect on the capital spending policies of these entities. Fluctuations in the research and development budgets of our customers could have a significant effect on the demand for our products. Our customers determine their research and development budgets based on several factors, including the need to develop new products, continued availability of governmental and other funding, competition and the general availability of resources. If research and development budgets are reduced, the impact could eventually adversely affect our overall business.

The customers we serve have and will continue to experience significant industry-related changes that could adversely affect our business.

Many of the customers we serve have experienced significant industry-related changes in the last several years and are expected to continue to experience significant changes, including reductions in governmental payments for biopharmaceutical products, expirations of significant patents, adverse changes in legislation or regulations regarding the delivery or pricing of general healthcare services or mandated benefits, and increased requirements on quality. General industry changes include:

 

   

development of large and sophisticated group purchasing organizations and on-line “auction” sites that increase competition for and reduce spending on laboratory products;

 

   

consolidation of biopharmaceutical companies resulting in a rationalization of research expenditures;

 

   

increased regulatory scrutiny over drug production requiring safer raw materials;

 

   

customers’ purchasing the products that we supply directly from our suppliers; and

 

   

significant reductions in development and production activities.

Some of our customers have implemented or may in the future implement certain measures described above in an effort to control and reduce costs. The ability of our customers to develop new products to replace sales decreases attributable to expirations of significant patents, along with the impact of other past or potential future changes in the industries we serve, may result in our customers significantly reducing their purchases of products from us or the prices they are willing to pay for those products. While we believe we are able to adapt our business to maintain existing customer relationships and develop new customer relationships if we are unsuccessful or untimely in these efforts, our results of operations may suffer.

We may be adversely affected by global and regional economic and political conditions.

We conduct operations around the globe. The prospects, strength and sustainability of the current environment remain uncertain as does the possibility of an economic downturn in the United States and other countries. The uncertainty or deterioration of the global economic environment could adversely affect us. Customers or suppliers may experience cash flow problems and as a result, customers may modify, delay or cancel plans to purchase our products and services and suppliers may significantly and rapidly increase their prices or reduce their output. Any inability of current and/or potential customers to purchase and/or pay for our products due to, among other things, declining economic conditions as a result of inflation, rising interest rates, changes in spending patterns at biopharmaceutical, biotechnology, research, diagnostic, electronics, aerospace and defense companies and the effects of governmental initiatives to manage economic conditions may have a negative impact on our consolidated results of operations, financial condition and cash flows. Overall demand for our products could be reduced as a result of a global economic recession or political unrest, especially in such areas as the biopharma, healthcare, education & government and advanced technologies & applied materials industries.

Sales and earnings could also be affected by our ability to manage the risks and uncertainties associated with the application of trade protection measures, regional political instability, war, terrorist activities, severe or prolonged adverse weather conditions and natural disasters as well as health epidemics and pandemics.

 

22


Table of Contents

We may not be able to integrate mergers or acquisitions successfully into our existing business, or realize anticipated cost savings or synergies, if any, from those transactions, which could adversely affect our business.

Our ability to realize the benefits we anticipate from our mergers and acquisitions activities, including anticipated cost savings and additional sales opportunities, will depend in large part upon whether we are able to integrate such businesses efficiently and effectively. Integration is an ongoing process and we may not be able to fully integrate such businesses smoothly or successfully and the process may take longer than expected. Further, the integration of certain operations and the differences in operational culture following mergers and acquisitions activity will continue to require the dedication of significant management resources, which may distract management’s attention from day-to-day business operations. There may also be unasserted claims or assessments that we failed or were unable to discover or identify in the course of performing due diligence investigations of target businesses. If we are unable to successfully integrate the operations of acquired businesses into our business, including with respect to our ongoing integration of VWR and NuSil, we may be unable to realize the sales growth, cost synergies and other anticipated benefits we expect to achieve as a result of such transactions and our business, results of operations and cash flow could be adversely affected.

Our offerings are highly complex, and, if our products do not satisfy applicable quality criteria, specifications and performance standards, we could experience lost net sales, delayed or reduced market acceptance of our products, increased costs and damage to our reputation.

The high-purity materials and customized solutions we offer are highly exacting and complex due to demanding customer specifications and stringent regulatory and industry requirements. Our operating results depend on our ability to execute and, when necessary, improve our global quality control systems, including our ability to effectively train and maintain our employees with respect to quality control. See “Business—Quality and Regulatory.” A failure of our global quality control systems could result in problems with facility operations or preparation or provision of defective or non-compliant products. In each case, such problems could arise for a variety of reasons, including equipment malfunction, failure to follow specific protocols and procedures, problems with raw materials, or environmental factors and damage to, or loss of, manufacturing operations. Although many of our products are tested prior to shipment, defects or errors nevertheless occur and we have product recalls from time to time. Such problems could affect production of a particular batch or series of batches of products, requiring the destruction of such products or a halt of facility production altogether. Nearly all of our products are subsequently incorporated into products sold to end users by our customers, and we have no control over the manufacture and production of such products.

Our success depends on our customers’ confidence that we can provide reliable, high-quality products. We believe that customers in our target markets are likely to be particularly sensitive to product defects and errors. Our reputation and the public image of our products and technologies may be impaired if our products fail to perform as expected or fail to meet applicable quality criteria, specifications or performance standards. If our products experience, or are perceived to experience, a material defect or error, this could result in loss or delay of net sales, damaged reputation, diversion of development resources, and increased insurance or warranty costs, any of which could harm our business. Such defects or errors could also result in our inability to timely deliver products to our customers, which in turn could cause disruption to our customers’ production of their products, narrowing the scope of the use of our products and ultimately hindering our or their success in relevant markets. Even after any underlying concerns or problems are resolved, any lingering concerns in our target markets regarding our technology, product defects or performance standards could continue to result in lost net sales, delayed market acceptance and damaged reputation, among other things. If problems in preparation or manufacture of a product or failures to meet required quality standards for that product or other product defects are not discovered before such product is released to our customers, we may be subject to adverse regulatory and legal actions, including recalls, product seizures, injunctions to halt manufacture and distribution, restrictions on our operations, civil sanctions, including monetary sanctions, and criminal actions. In addition, such problems or failures subject us to other litigation claims, including claims from our customers for reimbursement for the cost

 

23


Table of Contents

of lost or damaged raw materials or end products, disposal of defective products, production line clean out and consequential damages, the cost of which could be significant.

The loss of a significant number of customers or a reduction in orders from a significant number of customers could reduce our net sales and harm our operating results.

Our operating results could be negatively affected by the loss of revenue from a significant number of our customers, including direct distributors and end users. Though we often include pricing and volume incentives in our contracts, our customers are generally not obligated to purchase any fixed quantities of products, and they may stop placing orders with us at any time. If a significant number of customers purchase fewer of our products, defer orders or fail to place additional orders with us, our sales could decline, and our operating results may not meet our expectations. In addition, if those customers order our products, but fail to pay on time or at all, our liquidity and operating results could be adversely affected.

Our contracts generally do not contain minimum purchase requirements and we sell primarily on a purchase order basis. Therefore, our sales are subject to demand variability by our clients, has fluctuated historically and may continue to fluctuate, sometimes materially from year to year and even from quarter to quarter. The level and timing of orders placed by these clients vary for a variety of reasons, individual customer strategies, the introduction of new technologies, the desire of our clients to reduce their exposure to any single supplier and general economic conditions. If we are unable to anticipate and respond to the demands of our clients, we may lose clients because we have an inadequate supply of raw materials with which to manufacture our products or insufficient capacity in our sites, or in the alternative, we may have excess inventory or excess capacity, either of which may have a material adverse effect on our business, financial position and operating results.

Though we do generate a portion of our net sales from long-term contracts, the majority of these contracts are non-exclusive and do not require a minimum purchase volume. These customers therefore generally have no obligation to assign a specific amount of work pursuant to the agreements themselves. Consequently, projected expenditures by customers under long-term contracts are not assured. This makes it difficult to estimate our customers’ demand for our products and our raw material needs. In addition, though we believe customers in our markets display a significant amount of loyalty to their supplier of a particular product, we may not be able to renew a contract on favorable pricing terms if our competitors reduce their prices in order to procure business, or if a customer is insistent that we lower the price charged under the contract being renewed in order to retain the contract. The loss of sales obtained through long-term contracts or the reduced profitability of such sales could adversely affect our results of operations, cash flows and liquidity.

We are subject to risks associated with doing business globally, which may harm our business.

We have global operations and derive a portion of our net sales from customers outside the United States. Accordingly, our international operations or those of our international customers could be substantially affected by a number of risks arising with operating an international business, including:

 

   

limitations on repatriation of earnings;

 

   

taxes on imports;

 

   

the possibility that unfriendly nations or groups could boycott our products;

 

   

general economic and political conditions in the markets we operate in;

 

   

foreign currency exchange rate fluctuations;

 

   

potential increased costs associated with overlapping tax structures;

 

   

potential increased reliance on third parties within less developed markets;

 

   

potential trade restrictions, tariffs and exchange controls;

 

24


Table of Contents
   

more limited protection for intellectual property rights in some countries;

 

   

difficulties and costs associated with staffing and managing foreign operations;

 

   

unexpected changes in regulatory requirements;

 

   

difficulties in complying with a wide variety of foreign laws and regulations;

 

   

the risk that certain governments may adopt regulations or take other actions that would have a direct adverse impact on our business and market opportunities, including nationalization of private enterprise;

 

   

violations of anti-bribery and anti-corruption laws, such as the United States Foreign Corrupt Practices Act, or the “FCPA”;

 

   

violations of economic sanctions laws, such as the regulations enforced by the U.S. Department of The Treasury’s Office of Foreign Assets Control, or “OFAC”;

 

   

longer accounts receivable cycles in certain foreign countries, whether due to cultural differences, exchange rate fluctuation or other factors;

 

   

the credit risk of local customers and distributors;

 

   

limitations on our ability to enforce legal rights and remedies with third parties or partners outside the United States;

 

   

import and export licensing requirements and other restrictions, such as those imposed by OFAC, the Bureau of Industry and Security, or “BIS,” the Directorate of Defense Trade controls, or “DDTC, ” and comparable regulatory agencies and policies of foreign governments; and

 

   

changes to our distribution networks.

Changes in exchange rates can adversely affect our net sales, profits and cash flows.

We report our consolidated financial results in U.S. dollars. Approximately 47% of net sales for the year ended December 31, 2018 were generated from operations outside the United States and denominated in foreign currencies (principally the British Pound Sterling, Canadian dollar, euro, Indian Rupee and the Chinese Renminbi). Fluctuations in the relative values of currencies occur from time to time and could adversely affect our operating results. Specifically, during times of a strengthening U.S. dollar, our reported international sales and earnings will be reduced because the local currency will convert into fewer U.S. dollars. In addition, currency fluctuations may affect the comparability of our results of operations between financial periods.

Further, we have a substantial amount of euro denominated indebtedness. Fluctuations in the exchange rate between U.S. dollars and euros may have a material adverse effect on our ability to repay such indebtedness.

Our business depends on our ability to use and access information systems, and any failure to successfully maintain these systems or implement new systems to handle our changing needs could materially harm our operations.

We depend on standardized procedures and multiple information systems, including our online customer portal and distribution and enterprise resource systems, for our operations, customer service and quality and safety procedures. We utilize commercially available third-party technology solutions, software and software systems with some proprietary configurations. In the past we have stored data using third-party cloud services and we plan to do so in the future. Our information systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches, vandalism, catastrophic events and human error. If our information systems are damaged, fail to work properly or otherwise become unavailable, we may incur substantial costs to repair or replace them, and we may experience a loss of critical

 

25


Table of Contents

information, customer disruption and interruptions or delays in our ability to perform essential functions and implement new and innovative services. If the cloud service providers we may use were to experience unplanned downtime, delays or other issues delivering data to our information technology systems, this could significantly and adversely impact business operations. A compromise of our information systems or those with which we interact could harm our reputation and expose us to regulatory actions and claims from customers and other persons, any of which could adversely affect our business, financial position and results of operations.

In addition, we may not have the necessary resources to enhance existing information systems or implement new systems where necessary to handle our increasing volume and changing needs, and may experience unanticipated delays, complications and expenses in implementing and integrating our systems. Any interruptions in operations would adversely affect our ability to properly allocate resources and timely deliver our products, which could result in customer dissatisfaction. The failure to successfully implement and maintain information systems could have an adverse effect on our ability to obtain new business, retain existing business and maintain or increase our sales and profit margins.

Furthermore, we rely on information technology systems to process, transmit, store and protect electronic information, including confidential customer, supplier, employee or other business information. For example, a significant portion of the communications between our personnel, customers, and suppliers depends on information technology. Through our online customer portal, we collect and store confidential information that customers provide in order to, among other things, purchase products and services and register on our website. Our information technology systems may be vulnerable to a variety of interruptions due to events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues. We have technology and information security processes and disaster recovery plans in place to mitigate our risks to these vulnerabilities. However, these measures may not be adequate to ensure that our operations will not be disrupted, should such an event occur.

In recent years, information security risks have generally increased because of the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyberattacks. In addition to exploiting technical vulnerabilities, the perpetrators of cyberattacks may seek to gain access to user credentials through “phishing” and “spear phishing” attacks. A failure in or breach of our operational or information systems, or those of our third-party service providers, as a result of cyberattacks or information security breaches, regardless of whether the failure or breach is attributable to a vulnerability in our systems, could disrupt our business and/or our supply chain, result in the improper disclosure or misuse of our or our customers’ confidential or proprietary information, damage our reputation, subject us to claims and/or increase our costs. We may be required to expend additional resources to continue to enhance our information security measures and/or to investigate and remediate any information security vulnerabilities.

The General Data Protection Regulation (“GDPR”), which went into effect in the European Union (“EU”) on May 25, 2018, applies to the collection, use, retention, security, processing, and transfer of personally identifiable information of residents of countries in the European Economic Area. The GDPR created a range of new compliance obligations, and imposes significant fines and sanctions for violations. It is possible that the GDPR may be interpreted or applied in a manner that is adverse to us or otherwise inconsistent with our practices; or that the EU authorities may hold that we are not in full compliance with the GDPR’s requirements.

Any failure, or perceived failure, by us to comply with the GDPR, or with any applicable regulatory requirements or orders, including but not limited to privacy, data protection, information security, or consumer protection-related privacy laws and regulations, in one or more jurisdictions within the EU or elsewhere, could: result in proceedings or actions against us by governmental entities or individuals; subject us to significant fines, penalties, and/or judgments; require us to change our business practices; limit access to our products and services in certain countries, incur substantial costs (even if we ultimately prevail) or otherwise adversely affect our business.

 

26


Table of Contents

Our inability to protect our intellectual property could adversely affect our business. In addition, third parties may claim that we infringe their intellectual property, and we could suffer significant litigation or licensing expenses as a result.

We rely on a variety of intellectual property rights (including patents, trademarks, copyrights and trade secrets) to protect our proprietary technology and products. We place considerable emphasis on obtaining patent or maintaining trade secret protection for significant new technologies, products and processes because of the length of time and expense associated with bringing new products and processes through the development process and to the market. Our success depends, in part, on our ability to develop and maintain trade secrets, or obtain and enforce patent protection, for our products and processes both in the United States and internationally.

We rely on trade secrets and proprietary know-how to protect our products and processes, in part, by confidentiality agreements with our customers, collaborators, employees and consultants. We cannot be certain, however, that these agreements will not be breached, including a breach by a customer or collaborator involving reverse-engineering of our products or the use or disclosure of our trade secrets or know-how, or that adequate remedies will be available in the event of any breach. We cannot guarantee that our trade secrets and other proprietary and confidential information will not be disclosed or that competitors will not otherwise gain access to or independently develop our trade secrets. If a competitor lawfully obtained or independently developed any of our trade secrets, we would have no right to prevent such competitor from using that technology or information to compete with us. Monitoring unauthorized uses and disclosures is difficult, and we do not know whether the steps we have taken to protect our proprietary technologies will be effective. Furthermore, enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable, in part because some courts both within and outside the United States may be less willing or unwilling to protect trade secrets. Any misappropriation, disclosure or independent development of our trade secrets could harm our competitive position.

We own numerous U.S. and foreign patents and patent applications, and we expect to file additional applications, as appropriate, for patents covering certain of our products and processes. Patents may not be issued for any pending or future patent applications owned by or licensed to us, and the claims allowed under any issued patents may not be sufficiently broad to protect our technology. Any issued patents owned by or licensed to us may be challenged, invalidated or circumvented, and the rights under these patents may not provide us with competitive advantages. In addition, competitors may design around our technology or develop competing technologies. Intellectual property rights may also be unavailable or limited in some foreign countries, which could make it easier for competitors to capture increased market position. Moreover, pursuing patent protection in all jurisdictions would be prohibitively expensive, and we will not have the benefit of any such protection in jurisdictions where we do not pursue and obtain patents. We could incur substantial costs to defend ourselves in suits brought against us or in suits in which we may assert our patent rights against others. An unfavorable outcome of any such litigation could adversely affect our business and results of operations.

We actively manage our portfolio of trademarks including by maintaining registrations for long-standing trademarks and applying to obtain trademark registrations for new brands. We cannot guarantee that any application for registration will be granted in any given jurisdiction, or that third parties will not challenge our existing rights. We also police certain trademarks against infringement by third parties. Our efforts to defend and enforce our trademarks may be unsuccessful against competitors or other third parties and we may not have adequate remedies against infringements. Due to our focus on branded products, we consider our trademarks to be valuable assets.

We may need to spend significant resources monitoring and enforcing our intellectual property rights and we may not be able to prove infringement by third parties. Our competitive position may be harmed if we cannot enforce our intellectual property rights. In some circumstances, we may choose to not pursue enforcement for business reasons. In addition, competitors might avoid infringement by designing around our intellectual property rights or by developing non-infringing competing technologies. Intellectual property rights and our

 

27


Table of Contents

ability to enforce them may be unavailable or limited in some countries, which could make it easier for competitors to capture market share and could result in lost revenues.

We may be subject to claims that former employees, collaborators or other third parties have an interest in our patents or other intellectual property as an inventor or co-inventor, or that an employee, consultant, or other third party performed work for us that conflicts with that person’s obligations to a third party. While it is generally our policy to require our employees and contractors who may be involved in the creation, conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, creates, conceives or develops intellectual property that we regard as our own, or a court may determine that such agreement was insufficient to assign such intellectual property to us. In some cases, when we perform certain services for a customer, the customer may own rights in resulting intellectual property, if any, generated in the course of performing those services. Disputes may arise with respect to such arrangements and our, and the customer’s, rights in such intellectual property. Litigation may be necessary to defend against any of these and other claims challenging inventorship or ownership. If we fail in defending or asserting any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Even if we are successful in defending or asserting such claims, litigation could result in substantial costs and be a distraction to management and other employees.

We cannot be certain that our products and our business do not or will not infringe the intellectual property rights of a third party. Third parties may assert claims against us to the effect that we are infringing on their intellectual property rights. Such claims are costly, regardless of their merit, divert the attention of management, and outcomes are uncertain, all of, which could adversely affect our business, financial condition and results of operations. In addition, parties making these claims could secure a judgment awarding substantial damages, as well as injunctive or other equitable relief against us and those to whom we have sold the allegedly infringing products, which could require us to design around the infringement, and/or effectively block our ability to make, use, sell, distribute, or market our products in the United States or other countries. In the event that a claim relating to intellectual property is asserted against us, or third parties not affiliated with us hold pending or issued patents that relate to our products or technology, we may seek licenses to such intellectual property or challenge those patents. However, we may be unable to obtain these licenses on commercially reasonable terms, if at all, and our challenge of the patents may be unsuccessful. Our failure to obtain the necessary licenses or other rights could prevent the sale, manufacture, or distribution of our products and, therefore, could adversely affect our business, financial condition and results of operations.

Our trademarks are valuable assets and if we are unable to protect them from infringement our business prospects may be harmed.

Our brands, particularly our J.T.Baker, NuSil and VWR brands, are valuable assets. Therefore, we actively manage our trademark portfolio, including by maintaining registrations for long-standing trademarks and applying to obtain trademark registrations for new brands. We also police our trademark portfolio against infringement. Our efforts to protect and defend our trademarks may fall short or be unsuccessful against competitors or other third parties for a variety of reasons. To the extent that third parties or distributors sell products that are counterfeit versions of our branded products, our customers could inadvertently purchase products that are inferior. This could cause them to refrain from purchasing our brands in the future and in turn could impair our brand equity and adversely affect our sales.

We are subject to product liability and other claims in the ordinary course of business.

Our business involves risk of product liability (including, without limitation, with respect to our products used to manufacture drugs and for research, our silicone-based products including those used by our customers as raw materials to make medical implantable devices, and our diagnostic products including those used to screen for disease or disorder), intellectual property claims and other claims in the ordinary course of business arising

 

28


Table of Contents

from the products that we source from various manufacturers or produce ourselves. Furthermore, there may be product liability risks that are unknown or which become known in the future. Substantial, complex or extended litigation on any claim could cause us to incur significant costs and distract our management. For example, lawsuits by governmental authorities, employees, shareholders, suppliers, collaborators, distributors, customers, competitors or others with protected intellectual property could be very costly and substantially disrupt our business. Our exposure to such claims may increase as we seek to increase the geographic scope of our sourcing and sales activities and to the extent that we expand our manufacturing operations. We maintain insurance policies and in some cases, our suppliers, customers and predecessors of acquired companies have indemnified us against certain claims. We cannot assure you that our insurance coverage or indemnification agreements will be available in all pending or any future cases brought against us. Furthermore, our ability to recover under any insurance or indemnification arrangements is subject to the terms and conditions of such insurance or indemnification agreement, as well as the financial viability of our and such third parties’ insurers, as well as legal enforcement under the local laws governing these arrangements. Insurance coverage in general or coverage for certain types of liabilities, such as product liability in developing markets, may not be readily available for purchase or cost-effective for us to purchase. Furthermore, many of our insurance policies are subject to high deductibles and retentions. Accordingly, we could be subject to uninsured and unindemnified future liabilities requiring us to provide additional reserves to address such liabilities. An unfavorable result in a case for which adequate insurance or indemnification is not available could adversely affect our business, financial condition and results of operations.

We are also involved in various disputes, litigation and regulatory matters incidental to and in the ordinary course of our business, including employment matters, commercial disputes, government compliance matters, environmental matters, and other matters arising out of the normal conduct of our business. We intend to vigorously defend ourselves in such matters. While the impact of this litigation has or may be immaterial, there can be no assurance that the impact of the pending and any future claims will not be material to our business, financial condition or results of operations in the future.

We must develop new products, adapt to rapid and significant technological change and respond to introductions of new products by competitors to remain competitive.

We sell our products in industries that are characterized by significant technological changes, frequent new product and technology introductions and enhancements and evolving industry standards. As a result, our customers’ needs are rapidly evolving. If we do not appropriately innovate and invest in new technologies, our offerings may become less desirable in the markets we serve, and our customers could move to new technologies offered by our competitors or make products themselves. Though we believe customers in our markets display a significant amount of loyalty to their supplier of a particular product, we also believe that because of the initial time investment required by many of our customers to reach a purchasing decision for a new product, it may be difficult to regain that customer once the customer purchases a product from a competitor. Without the timely introduction of new products, services and enhancements, our offerings will likely become less competitive over time, in which case our competitive position, net sales and operating results could suffer. Accordingly, we focus significant efforts and resources on the development and identification of new technologies, products and services that are attractive to and gain acceptance in the markets we serve and further broaden our offerings. To the extent we fail to timely introduce new and innovative products or services, adequately predict our customers’ needs or fail to obtain desired levels of market acceptance, our business may suffer.

Our business, financial condition and results of operations depend upon the availability of raw materials.

Our operations depend upon our ability to obtain high-quality raw materials meeting our specifications and other requirements at reasonable prices, including various APIs, components, compounds, excipients and other raw materials, many of which are sole-sourced due to market or customer demands. Our ability to maintain an adequate supply of such materials and components could be impacted by the availability and price of those raw materials and maintaining relationships with key suppliers. While we may seek to minimize the impact of price

 

29


Table of Contents

increases and potential shortages by, among other things, entering into long-term supply agreements, increasing our own prices and implementing cost-saving measures, our earnings and cash flows could be adversely affected in the event these measures are insufficient to cover our costs. Our dependency upon regular deliveries from particular suppliers of components and raw materials means that interruptions or stoppages in such deliveries could adversely affect our operations until arrangements with alternate suppliers, to the extent any alternate suppliers acceptable to us and, if applicable, to our customers, even exist. If this occurs, we could expend substantial expense and time in re-establishing relationships with third-party suppliers that meet the appropriate quality, cost and regulatory requirements needed for commercially viable manufacture of our products or in re-designing our products to incorporate different components and raw materials that are available from third-party suppliers. If we are unable to obtain the materials we need at reasonable prices or at all, we may not be able to produce certain of our products at a marketable price or at all. If our supply of raw materials and key components is adversely affected, we could impact our customers’ ability to produce their products, damage our relationship with current and prospective customers and our operating results and financial condition could be adversely affected.

Moreover, we are dependent upon the ability of our suppliers to provide materials and components that meet our specifications, quality standards, other applicable criteria, and delivery schedules. Our suppliers’ failure to provide expected raw materials or components that meet such criteria could adversely affect production schedules and contract profitability.

The continued supply of materials from our suppliers is subject to a number of risks including:

 

   

the destruction of or damage to our suppliers’ facilities or their distribution infrastructure;

 

   

work stoppages or strikes by our suppliers’ employees;

 

   

the failure of our suppliers to provide materials of the requisite quality or in compliance with strict specifications;

 

   

the failure of essential equipment at our suppliers’ plants;

 

   

the failure of our suppliers to satisfy U.S. and international import and export control laws for goods that we purchase from them;

 

   

the failure of our suppliers to meet regulatory standards, including cGMP, where applicable;

 

   

the failure, shortage or delay in the delivery of raw materials to our suppliers;

 

   

contractual amendments and disputes with our suppliers; and

 

   

inability of our suppliers to perform as a result of the weakened global economy or otherwise.

If we experience problems with suppliers, we may not be able to find acceptable alternatives, and any such alternatives could result in increased costs for us and possible forward losses on certain contracts. Even if acceptable alternatives are found, the process of locating and securing such alternatives might be disruptive to our business, might lead to termination of our supply agreements with our customers, and might disrupt the operations of our customers leading to potential claims.

Our business, financial condition and results of operations depend upon maintaining our relationships with suppliers.

We offer products from a wide range of suppliers. While there is generally more than one source of supply for most of the categories of third-party materials & consumables and equipment & instrumentation that we sell, we currently do not manufacture the majority of our products and are dependent on these suppliers for access to those products.

 

30


Table of Contents

Our ability to sustain our gross margins has been, and will continue to be, dependent in part upon our ability to obtain favorable terms from our suppliers. These terms may change from time to time, and such changes could adversely affect our gross margins over time. In addition, our results of operations and cash flows could be adversely impacted by the acceleration of payment terms to our suppliers and/or the imposition of more restrictive credit terms and other contractual requirements.

Some of our competitors are increasing their manufacturing operations both internally and through acquisitions of manufacturers, including manufacturers that supply products to us. In addition, we manufacture certain products that may compete directly with products we source from our suppliers. To date, we have not experienced an adverse impact on our ability to continue to source products from manufacturers that have been vertically integrated or otherwise compete with us, although there is no assurance that we will not experience such an impact in the future.

The loss of one or more of our large suppliers, including as a result of consolidation, a material reduction in their supply of products or provision of services to us, extended disruptions or interruptions in their operations or material changes in the terms we obtain from them, could have a material adverse effect on our business, financial condition and results of operations.

Our use of chemicals and chemical processes is subject to inherent risk.

We use chemical ingredients in the manufacture of certain of our products. Due to the nature of the manufacturing process itself, there is a risk of incurring liability for damages caused by or during the storage or manufacture of both the chemical ingredients and the finished products. The processes used in certain of our facilities typically involve large volumes of solvents and chemicals, creating the potential for fires, spills and other safety or environmental impacts. If any of these risks materialize, it could result in significant remediation and other costs, potential adverse regulatory actions and liabilities, any of which could have an adverse effect on our business, results of operations and financial condition.

In addition, the manufacturing, use, storage, and distribution of chemicals are subject to threats including terrorism. We have several high-risk chemical facilities that possess materials that could be stolen and used to make weapons. We could also be subject to an attack on our high-risk facilities that could cause a significant number of deaths and injuries. As a result, many people, including our employees, could be harmed. Such an occurrence could also harm the environment, our reputation and disrupt our operations.

We are highly dependent on our senior management and key employees. Competition for our employees is intense, and we may not be able to attract and retain the highly skilled employees that we need to support our business and our intended future growth.

Our success largely depends on the skills, experience and continued efforts of our management, including our Chief Executive Officer and our senior leadership. The replacement of any member of our management team would likely involve the expenditure of significant time and financial resources, and the loss of any such individual may significantly delay or prevent the achievement of our business objectives. As we continue to grow, our success also depends on our ability to attract, motivate and retain highly qualified individuals. Competition for senior management and other key personnel in our industry is intense, and the pool of suitable candidates is limited. If qualified personnel become scarce or difficult to attract or retain in our industry for compensation-related or other reasons, we could experience higher labor, recruiting or training costs. Further, new hires may require significant training and time before they achieve full productivity and may not become as productive as we expect. The failure to attract, retain and properly motivate members of our senior management team and other key employees, or to find suitable replacements for them in the event of death, illness or their desire to pursue other professional opportunities, could have a negative effect on our operating results.

 

31


Table of Contents

We may incur impairment charges on our goodwill and other intangible assets with indefinite lives that would reduce our earnings.

We are required under generally accepted accounting principles to test goodwill and non-amortizable intangible assets for impairment at least annually and to review our amortizable intangible assets, including other assets acquired through merger and acquisition activity, for impairment when events or changes in circumstance indicate the carrying value may not be recoverable.

Factors that could lead to impairment of goodwill, non-amortizable intangible assets, and amortizable intangible assets in the future (including goodwill or assets acquired via acquisitions) include significant adverse changes in the business climate and actual or projected operating results and declines in the financial condition of our business. We have recorded and may be required in the future to record additional charges to earnings if our goodwill, non-amortizable intangible assets, and amortizable intangible assets or other assets become impaired. Any such charge would adversely impact our financial results.

Significant developments stemming from the domestic U.S. and international political climate could have an adverse effect on us.

The Trump administration has called for substantial changes to trade agreements, such as the North American Free Trade Agreement (“NAFTA”), and has raised the possibility of imposing significant increases on tariffs on goods imported into the United States, particularly from China and Mexico. For example, throughout 2018, the Trump administration and China have been levying taxes on their respective imports. The administration has also indicated an intention to request Congress to make significant changes, replacement or elimination of the Patient Protection and Affordable Care Act, (the “PPACA”) and government negotiation/regulation of drug prices paid by government programs. In December 2017, the Tax Cuts and the Jobs Act of 2017 (the “TCJA”), which reduced the PPACA’s tax penalty for individuals that do not have health insurance to $0, among other policy changes. There are other changes in U.S. social, political, regulatory and economic conditions or laws and policies governing the health care system and drug prices, foreign trade, manufacturing, and development and investment in the territories and countries where we or our customers operate could adversely affect our operating results and our business.

Additionally, in June 2016, the United Kingdom held a referendum and voted in favor of leaving the European Union, or “EU” and in March 2017, the government of the United Kingdom formally initiated the withdrawal process. This referendum has created political and economic uncertainty, particularly in the United Kingdom and the EU, and this uncertainty may last for years. Our business could be affected during this period of uncertainty, and perhaps longer, by the impact of the United Kingdom’s referendum. In addition, our business could be negatively affected by new trade agreements between the United Kingdom and other countries, including the United States, by the possible imposition of trade or other regulatory barriers in the United Kingdom and if the government of the United Kingdom does not reach a deal with the EU with respect to the United Kingdom’s exit from the EU by March 29, 2019, the scheduled exit date. Neither the Company’s business related to importing goods into the United Kingdom nor the Company’s business related to exporting goods from the United Kingdom is currently material with respect to the Company’s business. Nevertheless, these possible negative impacts, and others resulting from the United Kingdom’s actual or threatened withdrawal from the EU, may adversely affect our operating results and our customers’ businesses.

Our reputation, ability to do business and financial statements may be impaired by improper conduct by any of our employees, agents or business partners.

We cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by employees, agents or business partners of ours (or of businesses we acquire or partner with) that would violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest,

 

32


Table of Contents

competition, export and import compliance, money laundering and data privacy. In particular, the FCPA, the U.K. Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced corruption to some degree. Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the United States and in other jurisdictions and related shareholder lawsuits, could lead to substantial civil and criminal, monetary and nonmonetary penalties and could cause us to incur significant legal and investigatory fees. In addition, the government may seek to hold us liable as a successor for violations committed by companies in which we invest or that we acquire. We also rely on our suppliers to adhere to our supplier standards of conduct, and material violations of such standards of conduct could occur that could have a material effect on our business, reputation and financial statements.

The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected liabilities.

Certain of the acquisition agreements by which we have acquired companies require the former owners to indemnify us against certain liabilities related to the operation of the company before we acquired it. In most of these agreements, however, the liability of the former owners is limited and certain former owners may be unable to meet their indemnification responsibilities. We cannot assure you that these indemnification provisions will protect us fully or at all, and as a result we may face unexpected liabilities that adversely affect our financial statements.

Government or private civil antitrust actions could harm our business, results of operations, financial condition and cash flows.

The antitrust laws prohibit, among other things, any joint conduct among competitors that would lessen competition in the marketplace. We believe that we are in compliance with the legal requirements imposed by the antitrust laws. However, a governmental or private civil action alleging the improper exchange of information, or unlawful participation in price maintenance or other unlawful or anticompetitive activity, even if unfounded, could be costly to defend and could harm our business, results of operations, financial condition and cash flows.

Changes in tax law relating to multinational corporations could adversely affect our tax position.

The U.S. Congress, government agencies in non-U.S. jurisdictions where we and our affiliates do business, and the Organisation for Economic Co-operation and Development (“OECD”) have recently focused on issues related to the taxation of multinational corporations. One example is in the area of “base erosion and profit shifting,” where profits are claimed to be earned for tax purposes in low-tax jurisdictions, or payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. The OECD has released several components of its comprehensive plan to create an agreed set of international rules for addressing base erosion and profit shifting.

Due to the potential for changes to tax laws and regulations or changes to the interpretation thereof (including regulations and interpretations pertaining to the TCJA), the ambiguity of tax laws and regulations, the subjectivity of factual interpretations, the complexity of our intercompany arrangements, uncertainties regarding the geographic mix of earnings in any particular period, and other factors, our estimates of effective tax rate and income tax assets and liabilities may be incorrect and our financial statements could be adversely affected; please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of additional factors that may adversely affect our effective tax rate and decrease our profitability in any period. The impact of the factors referenced in the first sentence of this paragraph may be substantially different from period-to-period.

In addition, the amount of income taxes we pay is subject to ongoing audits by U.S. federal, state and local tax authorities and by non-U.S. tax authorities, such as the audits described in “Management’s Discussion and

 

33


Table of Contents

Analysis of Financial Condition and Results of Operations” and our financial statements. If audits result in payments or assessments different from our reserves, our future results may include unfavorable adjustments to our tax liabilities and our financial statements could be adversely affected. Any further significant changes to the tax system in the United States or in other jurisdictions (including changes in the taxation of international income as further described below) could adversely affect our financial statements.

Certain of our businesses rely on relationships with collaborative partners and other third parties for development, supply and marketing of certain products and potential products, and such collaborative partners or other third parties could fail to perform sufficiently.

We believe that for certain of our businesses, success in penetrating target markets depends in part on their ability to develop and maintain collaborative relationships with other companies. Relying on collaborative relationships is risky because, among other things, our collaborative partners may (1) not devote sufficient resources to the success of our collaborations; (2) fail to obtain regulatory approvals necessary to continue the collaborations in a timely manner; (3) be acquired by other companies and terminate our collaborative partnership or become insolvent; (4) compete with us; (5) disagree with us on key details of the collaborative relationship; (6) have insufficient capital resources; and (7) decline to renew existing collaborations on acceptable terms. Because these and other factors may be beyond our control, the development or commercialization of our products involved in collaborative partnerships may be delayed or otherwise adversely affected. If we or any of our collaborative partners terminate a collaborative arrangement, we may be required to devote additional resources to product development and commercialization or we may need to cancel some development programs, which could adversely affect our business and financial statements.

Risks Related to Regulation

We are required to comply with a wide variety of laws and regulations, and are subject to regulation by various federal, state and foreign agencies, and our failure to comply with existing and future regulatory requirements could adversely affect our results of operations and financial condition.

We compete in markets in which we and our customers are subject to federal, state, local, international and transnational laws and regulations, including the operating, quality and security standards of the FDA, various state health departments, the Department of Health and Human Services, or “DHHS,” similar bodies of the EU and its member states and other comparable agencies around the world, and, in the future, any changes to such laws and regulations could adversely affect us. We develop, configure and market our products to meet customer needs driven by those regulations. Among other rules affecting us, we are subject to laws and regulations concerning cGMP and product safety. Our subsidiaries may be required to register for permits and/or licenses with, and may be required to comply with, the laws and regulations of the FDA, the DHHS, the Drug Enforcement Administration, or “DEA,” foreign agencies including the European Medicines Agency, or “EMA,” and other various state health departments and/or comparable state and foreign agencies as well as certain accrediting bodies depending upon the types of operations and locations of distribution and sale of the products manufactured or services provided by those subsidiaries. Any significant change in regulations could reduce demand for our products or increase our expenses. For example, many of our products are marketed to the biopharma industry for use in discovering, developing and manufacturing drugs, or are sold as raw materials or components to drug device manufacturers or for use in the manufacture of implantable devices. Changes in the domestic or foreign regulation of drug discovery, development or manufacturing processes or medical device manufacturing processes, or adverse findings concerning any health effects associated with these products, could have an adverse effect on the demand for these products and could also result in legal liability and claims.

Our operations are subject to a broad array of regulatory requirements globally. In particular, certain portions of our business must satisfy domestic and international standards in the medical, biopharmaceutical and other health sciences areas involving products and technologies which impact human health and safety. In addition, some of our operations must meet governmental requirements in terms of contracting, sourcing,

 

34


Table of Contents

financial accounting standards, product testing and reporting. We are required to comply with economic sanctions laws, which may affect our transactions with certain customers, business partners and other persons and entities. There are also business operations that produce products regulated by import/export regulations because their actual or potential use is considered sensitive and involves substantial licensing and record-keeping obligations. In addition, we are registered with the DDTC, as a manufacturer and exporter of goods controlled by the International Traffic in Arms Regulations, or “ITAR,” and we are subject to strict export control and prior approval requirements related to these goods. Our failure to comply with ITAR and other export control laws and regulations, as well as economic sanctions, could result in penalties, loss, or suspension of contracts or other consequences. Any of these could adversely affect our operations and financial condition. Failure by us or by our customers to meet one or more of these various regulatory obligations could have adverse consequences in the event of material non-compliance. Compliance with relevant sanctions and export control laws could restrict our access to, and increase the cost of obtaining, certain products and at times could interrupt our supply of imported inventory or our ability to service certain customers. See “—Violation of government regulations or quality programs could harm demand for our products or services.” Conversely, compliance with these regulatory obligations may require us to incur significant expenses.

Although we believe that we comply in all material respects with applicable laws and regulations, there can be no assurance that a regulatory agency or tribunal would not reach a different conclusion concerning the compliance of our operations with applicable laws and regulations. In addition, there can be no assurance that we will be able to maintain or renew existing permits, licenses or other regulatory approvals or obtain, without significant delay, future permits, licenses or other approvals needed for the operation of our businesses. Any noncompliance by us with applicable laws and regulations or the failure to maintain, renew or obtain necessary permits and licenses could have an adverse effect on our results of operations and financial condition. Furthermore, loss of a permit, license or other approval in any one portion of our business may have indirect consequences in other portions of our business if regulators or customers, for example cease doing business with such other portion due to fears that such loss is a sign of broader concerns about our ability to deliver products or services of sufficient quality.

Violation of government regulations or quality programs could harm demand for our products or services.

Some of our testing procedures and products, as well as some of the products manufactured by our customers which incorporate our products, are regulated by the FDA, the EMA and other comparable local, state, federal, foreign and transnational regulatory authorities. As applicable, we and our customers may be required to comply with laws and regulations enforced by the FDA and comparable state and foreign agencies. Failure to comply with these laws and regulations can lead to agency action, including warning letters, product recalls, product seizures, monetary sanctions, injunctions to halt manufacturing or distribution, restrictions on our operations, withdrawal of existing or denial of pending approvals, permits or registrations, including those relating to products or facilities, debarment consent decrees and civil and criminal sanctions. To the extent these agencies were to take enforcement action, such action may be publicly available, and such publicity could harm our ability to sell these regulated products globally and may harm our reputation. In addition, such actions could limit the ability of our customers to obtain regulatory clearance or approval for their products in the United States or abroad and/or our customers may incur significant costs in obtaining or maintaining such regulatory clearances or approvals in the United States or abroad. In addition, any such failure relating to the products we provide exposes us to direct and third-party product liability claims as well as contractual claims from our customers, including claims for reimbursement for lost or damaged products, as well as potential recall liability, which costs could be significant. Customers may also claim loss of profits due to lost or delayed sales, although our direct contracts with end customers typically place limits on such claims. There can be no assurance that any such contractual limitation will be applicable or sufficient or fully enforced in any given situation.

Additionally, some of our customers use our products in the manufacturing or testing processes for their drug and medical device products, and such end-products may be regulated by the FDA under pharmaceutical cGMP, for drugs and Quality System Regulations, or “QSR,” for medical devices or by the Centers for Medicare

 

35


Table of Contents

and Medicaid Services, or “CMS,” under the Clinical Laboratory Improvement Amendments, or “CLIA,” regulations. The customer is ultimately responsible for all compliance requirements relating to the manufacture and sale of their end-products; however, our customers rely on us to provide products in compliance with laws and regulations enforced by the FDA and comparable state and foreign agencies. Should any non-compliance be related to the products we sell, we could lose sales and customers and be exposed to liability claims.

Many of our facilities are either FDA-registered or the international equivalent or cGMP manufacturing sites. As such, these facilities are subject to periodic inspections by the FDA and/or foreign regulatory authorities to determine compliance with applicable regulations. Any failure to comply with these regulations could require us to implement costly remedial measures, institute product recalls, cease manufacturing products or commence manufacturing at an alternative facility, if available, until such issues are remediated. In addition, certain of our facilities are certified to International Organization for Standardization, or “ISO,” or international equivalents, including ISO 13485, ISO 9001, AS9100, ISO 22000 and/or ISO 14001. These standards are voluntary quality management system standards, the maintenance of which indicates to customers certain quality and operational norms. Customers may rely on contractual assurances that we make with respect to ISO certificates to transact business. Failure to comply with these ISO standards can lead to observations of non-compliance or even suspension of ISO or AS certifications or EC Declarations of Conformity Certificates by the registrar. If we were to lose ISO or AS certifications or EC Declarations of Conformity, we could lose sales and customers to competitors or other suppliers. We are also subject to periodic inspections or audits by our customers. If these audits or inspections identify issues or the customer perceives there are issues, the customer may decide to cease purchasing products from us which could adversely affect our business.

If we violate a government-mandated or voluntary quality program, we may incur additional expense to come back into compliance with such government mandated or voluntary standards. That expense may be material and we may not have anticipated that expense in our financial forecasts. Our financial results could suffer as a result of such increased expenses.

We are subject to environmental, health and safety laws and regulations, and costs to comply with such laws and regulations, or any liability or obligation imposed under such laws or regulations, could negatively impact our business, financial condition and results of operations.

We are subject to a broad range of foreign, federal, state and local environmental, health and safety laws and regulations, including those of the U.S. Environmental Protection Agency, or the “EPA,” and the U.S. Occupational Safety & Health Administration, or “OSHA,” and equivalent local, state, and foreign regulatory agencies in each of the jurisdictions in which we operate. These laws and regulations govern, among other things: air emissions; wastewater discharges; the manufacturing, handling, disposal and transport of hazardous materials and solid waste; the manufacturing, processing and selling of chemical substances; the investigation and remediation of soil and groundwater contamination and otherwise relating to health and safety of our employees; and the protection of the environment and natural resources. Further, as our global operations have involved and continue to involve the manufacturing, handling, transport and distribution of materials that are, or could be classified as toxic or hazardous, there is a risk of contamination and environmental damage inherent in our operations and the products we manufacture, handle, transport and distribute. Our environmental, health and safety liabilities and obligations may result in significant capital expenditures and other costs, which could negatively impact our business, financial condition and results of operations. We may be fined or penalized by regulators for failing to comply with environmental, health and safety laws and regulations. For example, the EPA inspected our Phillipsburg, New Jersey facility in March 2017 and June 2017, and in April 2018 notified us of potential liabilities under the Toxic Substances Control Act and the Emergency Planning and Community Right to Know Act, and proposed that we pay civil penalties. See “Business—Legal Proceedings.” In addition, contamination resulting from our current or past operations or from past uses of land that we own or operate may trigger investigation or remediation obligations, which may have an adverse effect on our business, financial condition and results of operations.

 

36


Table of Contents

We cannot be certain that identification of presently unidentified environmental, health and safety conditions, new regulations, more vigorous enforcement by regulatory authorities or other unanticipated events will not arise in the future and give rise to additional environmental liabilities, business interruptions, compliance costs or penalties which could have an adverse effect on our business, financial condition and results of operations. In addition, environmental, health and safety laws and regulations are constantly evolving and it is not possible to predict accurately the effect they, or any new regulations or legislation may have in future periods.

We currently incur costs and may incur additional costs related to remediation of alleged environmental damage associated with past or current waste disposal practices or other hazardous materials handling at property that we currently own or operate, or formerly owned or operated, or facilities to which we arranged for the disposal of hazardous substances. Our liabilities arising from past or future releases of, or exposures to, hazardous substances may exceed our estimates or adversely affect our financial statements and reputation and we may be subject to additional claims for cleanup or other environmental claims in the future based on our past, present or future business activities, or that we will be able to recover any costs under any indemnifications that we have. For additional information regarding environmental matters, see Note 13 to the audited financial statements and Note 9 to the unaudited financial statements included elsewhere in this prospectus.

Risks Related to Our Indebtedness

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our debt or contractual obligations.

Through our subsidiaries, we have a substantial amount of indebtedness, which requires us to make significant interest and principal payments. As of March 31, 2019, we had indebtedness totaling approximately $7,021.1 million outstanding and an additional $500.0 million of borrowing capacity under the Revolving Facilities (as defined below) (without giving effect to $29.3 million of letters of credit outstanding and $3.0 million of outstanding borrowings under the Revolving Facilities as of March 31, 2019). Our high level of debt could have important consequences to us including the following:

 

   

making it more difficult for us to satisfy our debt or contractual obligations;

 

   

exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our Senior Secured Credit Facilities (as defined below), are at variable rates of interest;

 

   

restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

 

   

requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which would reduce the funds available for working capital, capital expenditures, investments, acquisitions and other general corporate purposes;

 

   

limiting our flexibility in planning for, or reacting to, changes in our business, future business opportunities and the industry in which we operate;

 

   

placing us at a competitive disadvantage compared to any of our less leveraged competitors;

 

   

increasing our vulnerability to a downturn in our business and both general and industry-specific adverse economic conditions; and

 

   

limiting our ability to obtain additional financing at a favorable cost of borrowing, or at all, or to dispose of assets to raise funds, to fund future working capital, capital expenditures, investments, acquisitions or other general corporate requirements.

Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations.

 

37


Table of Contents

Our debt agreements contain restrictions on our ability to operate our business and to pursue our business strategies, and our failure to comply with, cure breaches of, or obtain waivers for covenants could result in an acceleration of the due date of our indebtedness.

The agreements governing our Senior Secured Credit Facilities, the Notes and the A/R Facility contain and agreements governing future debt issuances may contain covenants that restrict our ability to finance future operations or capital needs, to respond to changing business and economic conditions or to engage in other transactions or business activities that may be important to our growth strategy or otherwise important to us. The agreements governing our existing indebtedness restrict, subject to certain exceptions, among other things, Avantor Funding, Inc.’s ability and the ability of its subsidiaries to:

 

   

incur additional indebtedness and guarantee indebtedness;

 

   

create or incur liens;

 

   

make investments and loans;

 

   

engage in mergers, consolidations or sales of all or substantially all of our assets;

 

   

pay dividends or make other distributions, in respect of, or repurchase or redeem, capital stock;

 

   

prepay, redeem or repurchase certain debt;

 

   

engage in certain transactions with affiliates;

 

   

sell or otherwise dispose of assets;

 

   

sell stock of our subsidiaries;

 

   

enter into agreements restricting our and our subsidiaries ability to pay dividends; and

 

   

amend, modify, waive or supplement certain subordinated indebtedness to the extent such amendments would be materially adverse to lenders.

In addition, any future financing arrangements entered into by us or any of our subsidiaries may contain similar restrictions. As a result of these covenants and restrictions, through our subsidiaries we are and will be limited in how we conduct our business, and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. In addition, Avantor Funding, Inc. is required to maintain specified financial ratios and satisfy other financial condition tests. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness.” The terms of any future indebtedness we or our subsidiaries may incur could include more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants.

Our or our subsidiaries’ failure to comply with the restrictive covenants described above as well as others contained in our or our subsidiaries’ future debt instruments from time to time could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their maturity. If we are forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, our results of operations and financial condition could be adversely affected. If we were unable to repay or otherwise refinance these borrowings, the lenders under our Senior Secured Credit Facilities and/or the collateral agent under our Senior Secured Notes could proceed against the collateral granted to them to secure such indebtedness, which could force us into bankruptcy or liquidation. Any such acceleration may also constitute a termination event under our A/R Facility, which could result in the amount outstanding under that facility becoming due and payable. Any acceleration of amounts due under the Credit Agreement or Secured Indenture (as defined herein), or the exercise by the applicable lenders or agent of their rights under the related security documents, would likely have a material adverse effect on our business.

 

38


Table of Contents

Despite our current level of indebtedness, we and our subsidiaries will still be able to incur substantially more debt.

We and our subsidiaries may be able to incur significant additional indebtedness in the future. Although the Credit Agreement and the Indentures contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. If new debt is added to our current debt levels, the related risks that we now face could intensify.

We may be unable to generate sufficient cash flow to satisfy our significant debt service obligations, which could have a material adverse effect on our business, financial condition and results of operations.

Our ability to service our indebtedness and to refinance our indebtedness will depend on our ability to generate cash in the future and is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. If our business does not generate sufficient cash flow from operations, in the amounts projected or at all, or if future borrowings are not available to us in amounts sufficient to fund our other liquidity needs, our business, financial condition and results of operations could be materially adversely affected.

If we cannot generate sufficient cash flow from operations to service our indebtedness in the future, we may need to refinance all or a portion of our indebtedness on or before maturity, sell assets, delay capital expenditures or seek additional equity. The terms of our existing or future debt agreements may also restrict us from effecting any of these alternatives. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. Further, changes in the credit and capital markets, including market disruptions and interest rate fluctuations, may increase the cost of financing, make it more difficult to obtain favorable terms, or restrict our access to these sources of future liquidity. In addition, any failure to make required payments on our outstanding indebtedness would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on commercially reasonable terms or at all. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, could have a material adverse effect on our business, financial condition and results of operations, as well as on our ability to satisfy our obligations in respect of our indebtedness.

An increase in interest rates may negatively impact our operating results and financial condition.

Certain of our borrowings, including borrowings under our Senior Secured Credit Facilities and our A/R Facility, to the extent the interest rate is not fixed, are at variable rates of interest. An increase in interest rates would have a negative impact on our results of operations by causing an increase in interest expense.

Our total interest expense, net, was $523.8 million for the year ended December 31, 2018 and $257.3 million for the year ended December 31, 2017.

Our ability to repay our indebtedness is affected by the cash flow generated by our subsidiaries.

Our subsidiaries own substantially all of our assets and conduct substantially all of our operations. Accordingly, repayment of our indebtedness will be dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us or Avantor Funding, Inc. to make payments in respect of our indebtedness. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the Credit Agreement and the Indentures limit the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions.

 

39


Table of Contents

Risks Related to this Offering and Ownership of Our Common Stock

No market currently exists for our common stock, and an active, liquid trading market for our common stock may not develop, which may cause shares of our common stock to trade at a discount from the initial offering price and make it difficult to sell the shares of common stock you purchase.

Prior to this offering, there has not been a public trading market for shares of our common stock. We cannot predict the extent to which investor interest in us will lead to the development of a trading market or how active and liquid that market may become. If an active and liquid trading market does not develop or continue, you may have difficulty selling your shares of our common stock at an attractive price or at all. The initial public offering price per share of common stock will be determined by negotiations between us and the underwriters, and may not be indicative of the price at which shares of our common stock will trade in the public market after this offering. The market price of our common stock may decline below the initial offering price and you may not be able to sell your shares of our common stock at or above the price you paid in this offering, or at all.

You will incur immediate and substantial dilution and may incur additional dilution in the future as a result of the issuance by us of additional shares of common stock.

Prior stockholders have paid substantially less per share of our common stock than the price in this offering. The initial public offering price per share of our common stock will be substantially higher than the net tangible book deficit per share of outstanding common stock prior to completion of this offering. Based on our net tangible book deficit as of March 31, 2019, and upon the issuance and sale of 153,999,900 shares of our common stock by us at an initial public offering price of $19.50 per share (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus), if you purchase our common stock in this offering, you will pay more for your shares than the amounts paid by our existing stockholders for their shares and you will suffer immediate dilution of approximately $33.41 per share (including giving effect to the conversion of our Existing Junior Convertible Preferred Stock at the midpoint of the estimated offering price range shown on the cover page of this prospectus). Dilution is the amount by which the offering price paid by purchasers of our common stock in this offering will exceed the as adjusted net tangible book value (deficit) per share of our common stock upon completion of this offering. If the underwriters exercise their over-allotment option to purchase additional shares, or if outstanding options to purchase our common stock are exercised, you will experience additional dilution.

Concurrently with this offering, we are offering 10,000,000 shares of the Mandatory Convertible Preferred Stock, plus up to an additional 1,500,000 shares of the Mandatory Convertible Preferred Stock if the underwriters in that offering exercise their over-allotment option to purchase additional shares of Mandatory Convertible Preferred Stock in full.

Unless converted earlier as described below, each share of the Mandatory Convertible Preferred Stock will automatically convert on the mandatory conversion date into between              and                  shares of our common stock, subject to certain anti-dilution and other adjustments. The number of shares of common stock issuable upon conversion will be determined based on the average volume weighted average price per share of our common stock over the 20 consecutive trading day period beginning on and including the 21st scheduled trading day immediately preceding the mandatory conversion date in accordance with the certificate of designations setting forth the terms of the Mandatory Convertible Preferred Stock. Assuming mandatory conversion based on an applicable market value of our common stock equal to the assumed initial public offering price of $19.50 per share of common stock, which is the midpoint of the estimated offering price range shown on the cover page of this prospectus, up to 25,641,000 shares of our common stock (or up to 29,487,150 shares if the underwriters in our offering of Mandatory Convertible Preferred Stock exercise their over-allotment option in full) are issuable upon conversion of the Mandatory Convertible Preferred Stock being offered in the concurrent offering, subject to anti-dilution, make-whole and other adjustments. At any time prior to the mandatory conversion date, holders of Mandatory Convertible Preferred Stock may elect to convert each share of the Mandatory Convertible Preferred Stock into shares of our common stock at the minimum conversion rate of                  shares of our common stock per share of the Mandatory Convertible Preferred Stock, subject to anti-

 

40


Table of Contents

dilution adjustments. If holders elect to convert any shares of the Mandatory Convertible Preferred Stock during a specified period beginning on the effective date of a fundamental change (as defined in the certificate of designations setting forth the terms of the Mandatory Convertible Preferred Stock), such shares of the Mandatory Convertible Preferred Stock will be converted into shares of our common stock at a conversion rate including a make-whole amount based on the present value of future dividend payments.

We may also choose to pay dividends on the Mandatory Convertible Preferred Stock in shares of our common stock, and the number of shares of common stock issued for such purpose will be based on the average volume weighted average price per share of our common stock over a certain period, subject to certain limitations described in the certificate of designations setting forth the terms of the Mandatory Convertible Preferred Stock. See “Mandatory Convertible Preferred Stock Offering.”

Any of these issuances may dilute your ownership interest in us and any of these events or the perception that these conversions and/or issuances could occur may have an adverse impact on the price of our common stock.

You may also experience additional dilution upon future equity issuances or upon the exercise of our outstanding warrants held by holders of our Existing Senior Preferred Stock, exercise of options to purchase our common stock or the settlement of restricted stock units granted to our employees, executive officers and directors under the Legacy Avantor Plan, the Vail Plan and the 2019 Equity Incentive Plan. See “Dilution.”

Our stock price may change significantly following this offering, and you may not be able to resell shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.

We and the underwriters will negotiate to determine the initial public offering price. You may not be able to resell your shares at or above the initial public offering price due to a number of factors such as those listed in “—Risks Related to Our Business” and the following:

 

   

results of operations that vary from the expectations of securities analysts and investors;

 

   

results of operations that vary from those of our competitors;

 

   

changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

 

   

changes in economic conditions for companies in our industry;

 

   

changes in market valuations of, or earnings and other announcements by, companies in our industry;

 

   

declines in the market prices of stocks generally, particularly those of companies in our industry;

 

   

additions or departures of key management personnel;

 

   

strategic actions by us or our competitors;

 

   

announcements by us, our competitors or our suppliers of significant contracts, price reductions, new products or technologies, acquisitions, joint marketing relationships, joint ventures, other strategic relationships or capital commitments;

 

   

dilution as a result of the conversion of our Existing Junior Convertible Preferred Stock;

 

   

changes in preference of our customers;

 

   

changes in general economic or market conditions or trends in our industry or the economy as a whole;

 

   

changes in business or regulatory conditions;

 

   

future sales of our common stock or other securities;

 

41


Table of Contents
   

investor perceptions of or the investment opportunity associated with our common stock relative to other investment alternatives;

 

   

the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

 

   

announcements relating to litigation or governmental investigations;

 

   

guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

 

   

the development and sustainability of an active trading market for our stock;

 

   

changes in accounting principles; and

 

   

other events or factors, including those resulting from informational technology system failures and disruptions, natural disasters, war, acts of terrorism or responses to these events.

Furthermore, the stock market may experience extreme volatility that, in some cases, may be unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were to become involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

None of the proceeds from the sale of shares of our common stock by the selling stockholder in this offering will be available to us to fund our operations.

We will not receive any proceeds from the sale of shares of our common stock by the selling stockholder in this offering. The selling stockholder will receive all proceeds from the sale of such shares. Consequently, none of the proceeds from such sale by the selling stockholder will be available to us to fund our operations, capital expenditures, compensation plans or acquisition opportunities. See “Use of Proceeds.”

The Mandatory Convertible Preferred Stock may adversely affect the market price of our common stock.

The market price of our common stock is likely to be influenced by the Mandatory Convertible Preferred Stock. For example, the market price of our common stock could become more volatile and could be depressed by:

 

   

investors’ anticipation of the potential resale in the market of a substantial number of additional shares of our common stock received upon conversion of the Mandatory Convertible Preferred Stock;

 

   

possible sales of our common stock by investors who view the Mandatory Convertible Preferred Stock as a more attractive means of equity participation in us than owning shares of our common stock; and

 

   

hedging or arbitrage trading activity that may develop involving the Mandatory Convertible Preferred Stock and our common stock.

Certain rights of the holders of the Mandatory Convertible Preferred Stock, if issued, could delay or prevent an otherwise beneficial takeover or takeover attempt of us.

Certain rights of the holders of the Mandatory Convertible Preferred Stock could make it more difficult or more expensive for a third party to acquire us. For example, if a fundamental change were to occur on or prior to

 

42


Table of Contents

May 15, 2022, holders of the Mandatory Convertible Preferred Stock, if issued, may have the right to convert their Mandatory Convertible Preferred Stock, in whole or in part, at an increased conversion rate and will also be entitled to receive a make-whole amount equal to the present value of all remaining dividend payments on their Mandatory Convertible Preferred Stock as described in the certificate of designations governing the Mandatory Convertible Preferred Stock. These features of the Mandatory Convertible Preferred Stock could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management.

Our common stock will rank junior to the Mandatory Convertible Preferred Stock, if issued, with respect to the payment of dividends and amounts payable in the event of our liquidation, dissolution or winding-up of our affairs.

Our common stock will rank junior to the Mandatory Convertible Preferred Stock, if issued, with respect to the payment of dividends and amounts payable in the event of our liquidation, dissolution or winding-up of our affairs. This means that, unless accumulated and unpaid dividends have been declared and paid, or set aside for payment, on all outstanding shares of the Mandatory Convertible Preferred Stock, if issued, for all preceding dividend periods, no dividends may be declared or paid on our common stock and we will not be permitted to purchase, redeem or otherwise acquire any of our common stock, subject to limited exceptions. Likewise, in the event of our voluntary or involuntary liquidation, dissolution or winding-up of our affairs, no distribution of our assets may be made to holders of our common stock until we have paid to holders of the Mandatory Convertible Preferred Stock, if issued, a liquidation preference equal to $50.00 per share plus accumulated and unpaid dividends.

Holders of the Mandatory Convertible Preferred Stock, if issued, will have the right to elect two directors in the case of certain dividend arrearages.

Whenever dividends on any shares of the Mandatory Convertible Preferred Stock have not been declared and paid for the equivalent of six or more dividend periods, whether or not for consecutive dividend periods, the authorized number of directors on our Board of Directors will, at the next annual meeting of stockholders or at a special meeting of stockholders, if any, automatically be increased by two and the holders of such shares of the Mandatory Convertible Preferred Stock, if issued, voting together as a single class with holders of other series of our Voting Preferred Stock (as defined under “Mandatory Convertible Preferred Stock Offering”) then outstanding will be entitled, at our next annual meeting of stockholders or at a special meeting of stockholders, if any, to vote for the election of a total of two additional members of our Board of Directors, subject to certain terms and limitations. This right to elect directors will dilute the representation of the holders of our common stock on our Board of Directors and may adversely affect the market price of our common stock.

Because we have no current plans to pay cash dividends on our common stock, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

We have no current plans to pay cash dividends on our common stock. The declaration, amount and payment of any future dividends on our common stock will be at the sole discretion of our Board of Directors. Our Board of Directors may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, including restrictions under our credit agreements and other indebtedness we may incur, and such other factors as our Board of Directors may deem relevant. If we issue any Mandatory Convertible Preferred Stock, no dividends may be declared or paid on our common stock unless accumulated and unpaid dividends on the Mandatory Convertible Preferred Stock have been declared and paid, or set aside for payment, on all outstanding shares of the Mandatory Convertible Preferred Stock for all preceding dividend periods. See “Dividend Policy.”

As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than your purchase price.

 

43


Table of Contents

We are a holding company with no operations of our own and, as such, we depend on our subsidiaries for cash to fund all of our operations and expenses, including future dividend payments, if any.

Our operations are conducted entirely through our subsidiaries and our ability to generate cash to meet our debt service obligations or to make future dividend payments, if any, is highly dependent on the earnings and the receipt of funds from our subsidiaries via dividends or intercompany loans. We do not currently expect to declare or pay dividends on our common stock for the foreseeable future; however, to the extent that we determine in the future to pay dividends on our common stock, the agreements governing our indebtedness restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us. See Notes 14 and 26 to the audited financial statements included elsewhere in this prospectus.

If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.

The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business, the price of our stock could decline. If one or more of these analysts stop covering us or fail to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

We will incur significantly increased costs and become subject to additional regulations and requirements as a result of becoming a public company, and our management will be required to devote substantial time to new compliance matters, which could lower our profits or make it more difficult to run our business.

As a public company, we will incur significant legal, regulatory, finance, accounting, investor relations and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. As a result of having publicly traded common stock, we will also be required to comply with, and incur costs associated with such compliance with, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, as well as rules and regulations implemented by the SEC and the New York Stock Exchange (the “NYSE”). The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. Our management will need to devote a substantial amount of time to ensure that we comply with all of these requirements, diverting the attention of management away from revenue-producing activities. These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock and the Mandatory Convertible Preferred Stock, fines, sanctions and other regulatory action and potentially civil litigation.

Failure to comply with requirements to design, implement and maintain effective internal control over financial reporting could have a material adverse effect on our business and stock price. We have identified a material weakness and significant deficiencies in our internal control over financial reporting.

As a privately-held company, we were not required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes-Oxley Act (“Section 404”).

As a public company, we will have significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that

 

44


Table of Contents

requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and harm our results of operations. In addition, we will be required, pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting in the second annual report following the completion of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. In addition, our independent registered public accounting firm will be required to issue an attestation report on the effectiveness of our internal control over financial reporting in the second annual report following the completion of this offering.

In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, we may encounter problems or delays in completing the remediation of any deficiencies identified by our independent registered public accounting firm in connection with the issuance of their attestation report.

For the year ended December 31, 2016, we identified a material weakness in our internal control over financial reporting relating to processes and controls over properly accounting for transactions of a complex or non-routine nature. The material weakness was identified as the primary cause of errors relating to the accounting for deferred income taxes and proper allocation of attributes of certain subsidiaries between us and noncontrolling interests recorded in connection with the NuSil merger and the internal reorganization effected in anticipation of the NuSil merger. This weakness resulted in a misstatement of our previously issued September 30, 2016 financial statements. For the year ended December 31, 2017, we identified three significant deficiencies in our internal control over financial reporting, two of which were remediated, and we identified one additional significant deficiency for the year ended December 31, 2018. Although we took measures to remediate these issues and believe the material weakness was remedied as of December 31, 2017, these measures may not be sufficient to avoid similar weaknesses or deficiencies in the future.

Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses which could result in a material misstatement of our annual or quarterly consolidated financial statements or disclosures that may not be prevented or detected.

We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 or our independent registered public accounting firm may not issue an unqualified opinion. If either we are unable to conclude that we have effective internal control over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified opinion, investors could lose confidence in our reported financial information, which could have a material adverse effect on the trading price of our common stock.

Future sales, or the perception of future sales, by us or our existing stockholders in the public market following this offering could cause the market price for our common stock to decline.

After this offering, the sale of shares of our common stock in the public market, or the perception that such sales could occur, including sales by our existing stockholders and the conversion of the Mandatory Convertible Preferred Stock, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

 

45


Table of Contents

Upon completion of this offering, we will have a total of 426,444,907 shares of our common stock outstanding (449,544,907 shares if the underwriters exercise in full their over-allotment option to purchase additional shares). Such amount includes 139,615,385 shares of our common stock issuable upon the conversion of the Existing Junior Convertible Preferred Stock upon consummation of this offering based on an assumed initial public offering price of $19.50 per share (which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus). We will also have outstanding 10,000,000 shares of the Mandatory Convertible Preferred Stock (or up to 11,500,000 shares if the underwriters in the concurrent offering of Mandatory Convertible Preferred Stock exercise their over-allotment option in full), which will be convertible into up to 25,641,000 shares of our common stock (or up to 29,487,150 shares if the underwriters in the concurrent offering of Mandatory Convertible Preferred Stock exercise their over-allotment option in full), in each case assuming mandatory conversion based on an applicable market value of our common stock equal to the assumed initial public offering price of $19.50 per share of common stock, which is the midpoint of the estimated offering price range shown on the cover page of this prospectus) subject to anti-dilution, make-whole and other adjustments or any shares of our common stock that may be issued in payment of a dividend, fundamental change dividend make-whole amount or accumulated dividend amount. See “Mandatory Convertible Preferred Stock Offering.” Of the outstanding shares, the 154,000,000 shares sold in this offering (or 177,100,000 shares if the underwriters exercise in full their over-allotment option to purchase additional shares) will be freely tradable without restriction or further registration under the Securities Act, except that any shares held by our affiliates, as that term is defined under Rule 144 of the Securities Act, or Rule 144, including our directors, executive officers and other affiliates (including affiliates of New Mountain Capital and affiliates of Goldman Sachs & Co. LLC (“Goldman Sachs”)), may be sold only in compliance with the limitations described in “Shares Eligible for Future Sale.”

The 159,560,691 shares of common stock held by affiliates of New Mountain Capital, affiliates of Goldman Sachs and certain of our directors and executive officers after this offering and the conversion of our Existing Junior Convertible Preferred Stock, representing 37% of the total outstanding shares of our common stock following this offering, will be “restricted securities” within the meaning of Rule 144 and subject to certain restrictions on resale. Restricted securities may be sold in the public market only if they are registered under the Securities Act or are sold pursuant to an exemption from registration such as Rule 144, as described in “Shares Eligible for Future Sale.”

In connection with this offering, we, our directors and executive officers and certain holders of our outstanding common stock and other securities, including the selling stockholder, prior to this offering will sign lock-up agreements with the underwriters that will, subject to certain exceptions, restrict the disposition of, or hedging with respect to, the shares of our common stock or securities convertible into or exchangeable for shares of common stock, each held by them for 180 days following the date of this prospectus, except with the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC. See “Underwriting (Conflicts of Interest)” for a description of these lock-up agreements. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, on behalf of the underwriters, may, in their sole discretion, release all or some portion of the shares subject to the 180 day lock-up agreements prior to the expiration of such period.

Upon the expiration of the lock-up agreements described above, all of such 272,444,906 shares will be eligible for resale in a public market, subject, in the case of 159,560,691 shares held by our affiliates, to volume, manner of sale and other limitations under Rule 144. We expect that affiliates of New Mountain Capital and affiliates of Goldman Sachs may be considered affiliates based on their respective expected share ownership consisting of approximately 110,477,990 shares and 47,723,077 shares (based on the assumed initial public offering price of $19.50 per share of common stock, which is the midpoint of the estimated offering price range shown on the cover page of this prospectus), respectively, along with warrants held by affiliates of Goldman Sachs to purchase 1,133,920 shares of our common stock, as well as their board nomination rights. Certain other of our stockholders may also be considered affiliates at that time.

 

46


Table of Contents

In addition, pursuant to a registration rights agreement, New Mountain Capital, affiliates of Goldman Sachs and certain other stockholders have the right, subject to certain conditions, to require us to register the sale of their shares of our common stock under the Securities Act. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.” By exercising its registration rights and selling a large number of shares, New Mountain Capital and these affiliates of Goldman Sachs could cause the prevailing market price of our common stock to decline. Certain of our other stockholders have “piggyback” registration rights with respect to future registered offerings of our common stock. Following completion of this offering, the shares of common stock covered by registration rights would represent approximately 59% of our total common stock outstanding (or 56% if the underwriters exercise in full their over-allotment option to purchase additional shares). Registration of any of these outstanding shares of common stock would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement. See “Shares Eligible for Future Sale.”

As soon as practicable following this offering, we intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of our common stock subject to outstanding stock options and the shares of our common stock subject to issuance under the Legacy Avantor Plan, the Vail Plan and our 2019 Equity Incentive Plan to be adopted in connection with this offering. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market, subject to limitations in the stockholders agreement. See “Certain Relationships and Related Party Transactions—Stockholders Agreement.” We expect that the initial registration statement on Form S-8 will cover 44,694,990 shares of our common stock.

As restrictions on resale end, or if the existing stockholders exercise their registration rights, the market price of our shares of common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities.

In the future, we may also issue our securities in connection with investments or acquisitions. The amount of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you.

Risk of Concentration of Shareholder Control

Certain of our shareholders, including affiliates of New Mountain Capital and affiliates of Goldman Sachs have significant influence over us as a result of their share ownership. This concentration could lead to conflicts of interest and difficulties for non-insider investors effecting corporate changes, and could adversely affect our Company’s share price. Our two largest shareholders (and their affiliates) and certain of our directors and officers, acting together, will hold approximately 37% of our issued and outstanding shares upon the completion of this offering (giving effect to the conversion of our Existing Junior Convertible Preferred Stock) and have the ability to influence all matters submitted to our shareholders for approval (including the election and removal of directors and any merger, consolidation or sale of all or substantially all of our assets). In addition, in connection with the offering, we intend to enter into an investor rights agreement with an affiliate of New Mountain Capital, which agreement is expected to provide for the ability of New Mountain Capital to nominate members to our Board of Directors. Accordingly, this concentration of ownership may have the effect of delaying, deferring or preventing a change in control of our Company, impeding a merger, consolidation, takeover or other business combination involving us or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could have a material adverse effect on the market price of our shares. The issuance of stock options and warrants could lead to greater concentration of share ownership among insiders and could lead to dilution of share ownership which could lead to depressed share prices. In addition, New Mountain Capital and shareholders affiliated with Goldman Sachs may have different interests than investors in this offering.

 

47


Table of Contents

Anti-takeover provisions in our organizational documents could delay or prevent a change of control.

Certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt, or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.

These provisions will provide for, among other things:

 

   

a classified Board of Directors, as a result of which our Board of Directors will initially be divided into three classes, with each class serving for staggered terms, with successors to the class of directors whose term expires at the first and second annual meetings of stockholders following the date of the offering, as applicable, elected for a term expiring at the third annual meeting of stockholders following the date of the offering;

 

   

the ability of our Board of Directors to issue one or more series of preferred stock;

 

   

advance notice requirements for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings;

 

   

certain limitations on convening special stockholder meetings;

 

   

the removal of directors either with or without cause and only upon the affirmative vote of the holders of at least 6623% of the shares of common stock entitled to vote generally in the election of directors; and

 

   

that certain provisions may be amended only by the affirmative vote of at least 6623% in voting power of all outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class.

These anti-takeover provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares. See “Description of Capital Stock.”

Our Board of Directors will be authorized to issue and designate shares of our preferred stock in additional series without stockholder approval.

Our amended and restated certificate of incorporation will authorize our Board of Directors, without the approval of our stockholders, to issue 75,000,000 shares of our preferred stock (including 25,000,000 shares of Mandatory Convertible Preferred Stock), subject to limitations prescribed by applicable law, rules and regulations and the provisions of our amended and restated certificate of incorporation, as shares of preferred stock in series, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The powers, preferences and rights of these additional series of preferred stock may be senior to or on parity with our common stock, which may reduce its value.

Our amended and restated certificate of incorporation will provide, subject to limited exceptions, that state and federal courts (as appropriate) located within the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our amended and restated certificate of incorporation will provide that unless we consent to the selection of an alternative forum, the state or federal courts (as appropriate) located within the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (i) derivative action or proceeding

 

48


Table of Contents

brought on behalf of our company, (ii) action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee or stockholder of our company to us or our stockholders, creditors or other constituents, (iii) action against us or any of our directors or officers involving a claim or defense arising pursuant to any provision of the Delaware General Corporation Law (“DGCL”) or our amended and restated certificate of incorporation or our amended and restated bylaws, (iv) action against us or any director or officer of the Company involving a claim or defense implicating the internal affairs doctrine, or (v) action against us or any of our directors or officers involving a claim or defense arising pursuant to the Exchange Act or the Securities Act. It is possible that these exclusive forum provisions may be challenged in court and may be deemed unenforceable in whole or in part. Our exclusive forum provision shall not relieve the company of its duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Affiliates of Goldman Sachs & Co. LLC, an underwriter in this offering, will have an interest in this offering beyond customary underwriting discounts and commissions.

Certain affiliates of Goldman Sachs & Co. LLC, an underwriter in this offering, (i) will receive approximately $421 million (or 12.5%) of the net proceeds of this offering and the concurrent offering of Mandatory Convertible Preferred Stock due to the redemption of outstanding shares of our Existing Senior Preferred Stock they own and repayment of a portion of the outstanding indebtedness under the Dollar Term Loan Facility and the Euro Term Loan Facility with the net proceeds of this offering and the concurrent offering (or 10.9% of the net proceeds of this offering and the concurrent offering if the underwriters exercise their over-allotment options in full in both offerings), (ii) currently own 372,872 shares of our Existing Senior Preferred Stock, 564,000 shares of our Existing Junior Convertible Preferred Stock and warrants to purchase 1,133,920 shares of our common stock and (iii) currently have two director appointees on our Board, both of whom are expected to remain on our Board following this offering, as well as other rights. Certain of the affiliates of Goldman Sachs & Co. LLC that hold the Existing Senior Preferred Stock, the Existing Junior Convertible Preferred Stock and warrants are funds whose limited partners are current and former employees of Goldman Sachs & Co. LLC; these current employees include individuals who are providing services on behalf of Goldman Sachs & Co. LLC in connection with this offering and the concurrent offering. See “Certain Relationships and Related Party Transactions.” In addition, as holders of our Existing Junior Convertible Preferred Stock, affiliates of Goldman Sachs & Co. LLC will receive 47,723,077 shares of common stock upon the automatic conversion of our Existing Junior Convertible Preferred Stock upon consummation of this offering based on an assumed public offering price of $19.50 per share of common stock (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus). See “Description of Capital Stock—Preferred Stock—Existing Junior Convertible Preferred Stock.” As such, Goldman Sachs & Co. LLC is deemed to have a “conflict of interest” under Rule 5121 of the Financial Industry Regulatory Authority Inc., or Rule 5121. Accordingly, this offering will be made in compliance with the applicable provisions of Rule 5121. This rule requires, among other things, that a “qualified independent underwriter” has participated in the preparation of, and has exercised the usual standards of “due diligence” with respect to, the registration statement, J.P. Morgan Securities LLC, or JP Morgan, has agreed to act as qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act. J.P. Morgan Securities LLC will not receive any additional fees for serving as qualified independent underwriter in connection with this offering. Although JP Morgan has, in its capacity as qualified independent underwriter, participated in due diligence and

 

49


Table of Contents

the preparation of this prospectus and the registration statement of which this prospectus forms a part, this may not adequately address all potential conflicts of interest. We have agreed to indemnify JP Morgan against liabilities incurred in connection with acting as qualified independent underwriter, including liabilities under the Securities Act. Pursuant to FINRA Rule 5121, Goldman Sachs & Co. LLC will not confirm sales of securities to any account over which it exercises discretionary authority without the prior written approval of the customer. See “Underwriting (Conflicts of Interest)” for additional information.

 

50


Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains certain forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, us. These statements include, but are not limited to, statements about our strategies, plans, objectives, expectations, intentions, expenditures and assumptions and other statements contained in or incorporated by reference in this prospectus that are not historical facts. When used in this document, words such as “may,” “will,” “should,” “intend,” “potential,” “continue,” “anticipate,” “believe,” “estimate,” “expect,” “plan” and “project” and similar expressions as they relate to us are intended to identify forward-looking statements. These statements reflect our current views with respect to future events, are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate.

The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements, including such statements taken from third-party industry and market reports. See “Market and Industry Data.” You should understand that the following important factors, in addition to those discussed herein under the caption “Risk Factors,” could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements:

 

   

disruptions to our operations;

 

   

competition from other industry providers;

 

   

our ability to implement our growth strategy;

 

   

our ability to anticipate and respond to changing industry trends;

 

   

adverse impacts from conditions affecting trends in consumer, business, and government spending;

 

   

our dependence on sole or limited sources for some essential materials and components;

 

   

our ability to successfully value and integrate acquired businesses, including NuSil, and VWR;

 

   

our products’ satisfaction of applicable quality criteria, specifications and performance standards;

 

   

our ability to maintain our relationships with key customers;

 

   

our ability to maintain our relationships with distributors;

 

   

our ability to maintain consistent purchase volumes under purchase orders;

 

   

our ability to maintain and develop relationships with drug manufacturers and contract manufacturing organizations;

 

   

the impact of new laws, regulations, or other industry standards;

 

   

changes in the interest rate environment that increase interest on our borrowings;

 

   

adverse impacts from currency exchange rates or currency controls imposed by any government in major areas where we operate or otherwise;

 

   

our ability to implement and improve processing systems and prevent a compromise of our information systems;

 

   

our ability to protect our intellectual property and avoid third-party infringement claims;

 

   

the fact that we are subject to product liability and other claims in the ordinary course of business;

 

   

our ability to develop new products responsive to the markets we serve;

 

51


Table of Contents
   

the availability of raw materials;

 

   

our ability to avoid negative outcomes related to the use of chemicals;

 

   

our ability to maintain highly skilled employees;

 

   

adverse impact of impairment charges on our goodwill and other intangible assets;

 

   

fluctuations and uncertainties related to doing business outside the United States;

 

   

our ability to obtain and maintain required regulatory clearances or approvals may constrain the commercialization of submitted products;

 

   

our ability to comply with environmental, health and safety laws and regulations, or the impact of any liability or obligation imposed under such laws or regulations;

 

   

our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our debt or contractual obligations;

 

   

our ability to generate sufficient cash flows or access sufficient additional capital to meet our debt obligations or to fund our other liquidity needs; and

 

   

our ability to maintain an adequate system of internal control over financial reporting.

These forward-looking statements involve known and unknown risks, inherent uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. Actual results and the timing of certain events may differ materially from those contained in these forward-looking statements.

Many of these factors are macroeconomic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this prospectus as anticipated, believed, estimated, expected, intended, planned or projected. We discuss many of these risks in greater detail under the heading “Risk Factors.” Unless required by United States federal securities laws, we neither intend nor assume any obligation to update these forward-looking statements, which speak only as of their dates.

 

52


Table of Contents

USE OF PROCEEDS

We estimate that the net proceeds to us from this offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $2,889.0 million (or approximately $3,323.7 million if the underwriters exercise in full their over-allotment option to purchase additional shares of common stock), assuming an initial public offering price of $19.50 per share (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus).

We will not receive any of the proceeds from the selling stockholder named in this prospectus and we will not be required to pay the underwriting discounts and commissions associated with such sales of shares. The selling stockholder will receive approximately $1,900.00 of proceeds from this offering.

We estimate that the net proceeds to us from the concurrent offering of the Mandatory Convertible Preferred Stock, if completed, will be approximately $481.0 million (or approximately $553.4 million if the underwriters of that offering exercise their over-allotment option to purchase additional shares of the Mandatory Convertible Preferred Stock in full), in each case after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use approximately $2,629.1 million (including the accumulated and unpaid dividends and make whole amount) of the net proceeds to us from both offerings to redeem all outstanding shares of our Existing Senior Preferred Stock, with any remaining proceeds used to repay $471.2 million and $269.7 million of outstanding indebtedness under the Dollar Term Loan Facility and the Euro Term Loan Facility, respectively. The Term Loan Facility matures in November 2024. The Dollar Term Loan Facility bears interest on the outstanding unpaid principal amount at a rate equal to an applicable margin plus, at Avantor Funding’s option, either (a) a base rate or (b) a LIBOR rate, in each case subject to interest rate floors. The Euro Term Loan Facility bears interest on the outstanding unpaid principal amount at a rate equal to an applicable margin plus the EURIBO Rate, subject to an interest rate floor. The applicable margin for the term loans under the Dollar Term Loan Facility, after giving effect to the Repricing Amendment, is 3.75%, with respect to LIBOR borrowings, and 2.75%, with respect to base rate borrowings. The applicable margin under the Euro Term Loan Facility is 3.75%. See “Description of Indebtedness Senior—Secured Credit Facilities.”

A $1.00 increase (decrease) in the assumed initial public offering price of $19.50 per share, based on the midpoint of the estimated offering price range shown on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $148.6 million, assuming the number of shares offered by us, shown on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us for this offering. An increase (decrease) of 1,000,000 shares from the expected number of shares to be sold by us in this offering, assuming no change in the assumed initial public offering price per share, the midpoint of the estimated offering price range shown on the cover page of this prospectus, would increase (decrease) our net proceeds from this offering by $18.8 million. To the extent we raise more proceeds in this offering than currently estimated, we will repay additional amounts under the Term Loan Facility. To the extent we raise less proceeds in this offering than currently estimated, we will reduce the amount we repay under the Term Loan Facility.

Certain affiliates of Goldman Sachs & Co. LLC, an underwriter in this offering, will receive an aggregate of approximately $421 million following this offering as a result of currently holding 372,872 shares of our Existing Senior Preferred Stock and being a lender under the Dollar Term Loan Facility and the Euro Term Loan Facility, which represents 12.5% of the net proceeds from this offering and the concurrent offering (or 10.9% of the net proceeds of this offering and the concurrent offering if the underwriters exercise their over-allotment options in full in both offerings).

To the extent that the underwriters in this offering exercise all or a portion of their over-allotment option to purchase additional shares of our common stock or the underwriters in the concurrent offering of Mandatory Convertible Preferred Stock exercise all or a portion of their over-allotment option to purchase additional shares of Mandatory Convertible Preferred Stock, the net proceeds received will be used to repay indebtedness pro rata under the Term Loan Facility.

 

53


Table of Contents

DIVIDEND POLICY

We do not currently anticipate paying any dividends on our common stock immediately following this offering and currently expect to retain all future earnings for use in the operation and expansion of our business. Following this offering, we may reevaluate our dividend policy. The declaration, amount and payment of any future dividends on our common stock will be at the sole discretion of our Board of Directors, which may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, including restrictions under our credit agreements and other indebtedness we may incur, and such other factors as our Board of Directors may deem relevant. If we issue any Mandatory Convertible Preferred Stock, no dividends may be declared or paid on our common stock unless accumulated and unpaid dividends on the Mandatory Convertible Preferred Stock have been declared and paid, or set aside for payment, on all outstanding shares of the Mandatory Convertible Preferred Stock for all preceding dividend periods. See “Mandatory Convertible Preferred Stock Offering.” If we elect to pay such dividends in the future, we may reduce or discontinue entirely the payment of such dividends at any time.

Because a significant portion of our operations is through our subsidiaries, our ability to pay dividends depends in part on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur. In addition, Avantor Funding’s ability to pay dividends to us is limited by covenants in its outstanding indebtedness. See “Description of Indebtedness” for a description of the restrictions on Avantor Funding’s ability to pay dividends to us.

The following table presents the cash distributions we paid in each of the three years ended December 31, 2016, 2017 and 2018:

     Year ended December 31,  
(in millions)        2016              2017              2018      

Payments to stockholders

   $ 121.9      $ 1,531.5      $ —    

Settlement of TRA

     —          90.5        —    

Repurchase of common shares

     —          58.7        —    

Payments to holders of vested stock options

     36.8        21.2        —    
  

 

 

    

 

 

    

 

 

 

Total

   $ 158.7      $ 1,701.9      $  —    
  

 

 

    

 

 

    

 

 

 

In September 2016, we entered into a tax receivables agreement (the “TRA”) under which we were required to distribute cash to our stockholders based on the value of certain income tax benefits we realized. In November 2017, we fully settled the TRA by paying the distributions noted above. No distributions were made during 2018 or during the three months ended March 31, 2019.

 

54


Table of Contents

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2019:

 

   

on an actual basis giving effect to the 5-for-1 stock split and related amendment to our existing certificate of incorporation;

 

   

as adjusted to give effect to the following:

 

   

the sale of 154,000,000 shares of our common stock in this offering at the assumed initial offering price of $19.50 per share (the midpoint of the estimated offering price range shown on the cover page of this prospectus) and the concurrent issuance of 10,000,000 shares of the Mandatory Convertible Preferred Stock, in each case after deducting underwriting discounts, commissions and estimated offering expenses; and

 

   

the application of the net proceeds as described in “Use of Proceeds”; and

 

   

as further adjusted to give effect to the full conversion of the Existing Junior Convertible Preferred Stock at the midpoint of the estimated offering price range shown on the cover page of this prospectus, which will occur automatically upon consummation of this offering.

You should read the information in this table in conjunction with our financial statements and the notes to those statements appearing in this prospectus, as well as the information under the headings “Use of Proceeds,” “Selected Condensed Historical Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Because the closing of this offering is not contingent upon the completion of the concurrent offering of Mandatory Convertible Preferred Stock, you should not assume that the concurrent offering, as reflected in the applicable column below, will take place.

 

     As of March 31, 2019  
(dollars in millions except per share amounts)    Actual      As
Adjusted
    As Further
Adjusted
 

Cash and cash equivalents

   $ 143.9      $ 143.9     $ 143.9  
  

 

 

    

 

 

   

 

 

 

Debt:

       

Total debt, gross

   $ 7,021.1      $ 6,280.2     $ 6,280.2  

Less: unamortized deferred financing fees

     (228.2      (195.7     (195.7
  

 

 

    

 

 

   

 

 

 

Total debt(1)

     6,792.9        6,084.5       6,084.5  
  

 

 

    

 

 

   

 

 

 

Redeemable equity:

       

Existing Senior Preferred Stock at redemption value: par value $0.01 per share; 25,000,000 shares authorized, 2.3 million shares issued and outstanding, actual; zero shares authorized, issued and outstanding, as adjusted and as further adjusted

   $ 2,369.1      $ —       $ —    

Existing Junior Convertible Preferred Stock: par value $0.01 per share; 5,000,000 shares authorized, 1.7 million shares issued and outstanding, actual and as adjusted; zero shares authorized, issued and outstanding, as further adjusted

     1,562.0        1,562.0       —    
  

 

 

    

 

 

   

 

 

 

Total redeemable equity

     3,931.1        1,562.0       —    
  

 

 

    

 

 

   

 

 

 

Total stockholders’ (deficit) equity:

       

Mandatory Convertible Preferred Stock: par value $0.01 per share; zero shares authorized, issued and outstanding, actual; 25,000,000 shares authorized, 10.0 million shares issued and outstanding, as adjusted and as further adjusted

   $ —        $ 481.0 (2)    $ 481.0 (2) 

Undesignated preferred stock: par value $0.01 per share; 45,000,000 shares authorized, actual and as adjusted; 50,000,000 shares authorized, as further adjusted; zero shares issued or outstanding

     —          —         —    

Common stock, including paid-in capital: par value $0.01 per share; 750,000,000 shares authorized; 132.8 million shares issued and outstanding, actual; 286,829,522 shares issued and outstanding, as adjusted; 426,444,907 shares issued and outstanding, as further adjusted(1)

     (2,814.6      74.4       1,636.4  

Accumulated deficit

     (247.7      (247.7     (247.7

Accumulated other comprehensive loss

     (76.1      (76.1     (76.1
  

 

 

    

 

 

   

 

 

 

Total stockholders’ (deficit) equity(1)

     (3,138.4      231.6       1,793.6  
  

 

 

    

 

 

   

 

 

 

Total capitalization(1)

   $ 7,585.6      $ 7,878.1     $ 7,878.1  
  

 

 

    

 

 

   

 

 

 

 

55


Table of Contents
(1)

Each $1.00 increase (decrease) in the assumed initial public offering price of $19.50 per share, based on the midpoint of the estimated offering price range shown on the cover page of this prospectus, would decrease (increase) total debt by $143.8 million, increase (decrease) common stock, including paid-in capital, and total stockholders’ equity by $148.6 million and increase (decrease) total capitalization by $4.8 million, assuming the number of shares offered by us, shown on the cover page of this prospectus remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering in this offering. An increase (decrease) of 1,000,000 shares offered by us from the expected number of shares to be sold by us in this offering, assuming no change in the assumed initial public offering price per share, the midpoint of the estimated offering price range shown on the cover page of this prospectus, would decrease (increase) total debt by $18.2 million, increase (decrease) common stock, including paid-in capital, and total stockholders’ equity by $18.8 million and increase (decrease) total capitalization by $0.6 million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us for this offering. In addition, a decrease in the assumed initial public offering price (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus) of $1.00 per share would result in the issuance of 147,162,162 shares of common stock upon conversion of our Existing Junior Convertible Preferred Stock. An increase of $1.00 per share in the assumed initial public offering price would result in the issuance of 132,804,878 shares of common stock upon conversion.

(2)

Represents estimated net proceeds from our offerings after deducting allocated estimated expenses and applicable underwriting discounts and commissions.

 

56


Table of Contents

DILUTION

If you invest in our common stock in this offering, your ownership interest in us will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the as adjusted net tangible book value (deficit) per share of our common stock after this offering. Dilution results from the fact that the per share offering price of the common stock is substantially in excess of the book value (deficit) per share attributable to the shares of common stock held by existing stockholders.

Our net tangible book value (deficit) as of March 31, 2019 was approximately $(6,432.1) million, or $(48.43) per share of our common stock. We calculate net tangible book value (deficit) per share by taking the amount of our total tangible assets, reduced by the amount of our total liabilities, and then dividing that amount by the total number of shares of common stock outstanding.

After giving effect to (i) the sale by us and the selling stockholder of the shares of common stock in this offering at an initial public offering price of $19.50 per share (the midpoint of the estimated offering price range shown on the cover page of this prospectus) and the concurrent issuance of 10,000,000 shares of the Mandatory Convertible Preferred Stock, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, (ii) the application of the net proceeds from both offerings as set forth under “Use of Proceeds,” and (iii) the full conversion of the Existing Junior Convertible Preferred Stock at the midpoint of the estimated offering price range shown on the cover page of this prospectus, our as adjusted net tangible book value (deficit) as of March 31, 2019 would have been $(5,682.4) million, or $(13.33) per share of our common stock. This amount represents an immediate increase in net tangible book value (or a decrease in net tangible book value) of $35.10 per share to existing stockholders and an immediate and substantial dilution in net tangible book value (deficit) of $32.83 per share to investors purchasing shares in this offering at the initial public offering price.

The following table illustrates this dilution on a per share basis:

 

Initial public offering price per share of common stock (the midpoint of the estimated offering price range shown on the cover page of this prospectus)

     $ 19.50  

Net tangible book value (deficit) per share as of March 31, 2019

   $ (48.43  

Increase in tangible book (deficit) value per share attributable to investors in this offering

   $ 35.10    

As adjusted net tangible book value (deficit) per share after this offering

       (13.33

Dilution per share to investors in this offering

     $ 32.83  

Dilution is determined by subtracting as adjusted net tangible book value (deficit) per share of common stock after this offering from the initial public offering price per share of common stock.

If the underwriters exercise in full their over-allotment option to purchase additional shares in this offering, the as adjusted net tangible book value (deficit) per share after giving effect to this offering by us and the selling stockholder, the use of proceeds therefrom and the full conversion of the Existing Junior Convertible Preferred Stock would be $(11.71) per share. This represents an increase in as adjusted net tangible book value (or a decrease in as adjusted net tangible book value) of $36.72 per share to existing stockholders and results in dilution in as adjusted net tangible book value (deficit) of $31.21 per share to investors purchasing shares in this offering at the initial public offering price.

The following table summarizes, as of March 31, 2019, the differences between the number of shares of common stock purchased from us, the total consideration paid to us, and the average price per share paid by existing stockholders (including, upon full conversion of the Existing Junior Convertible Preferred Stock) and by new investors. As the table shows, new investors purchasing shares in this offering will pay an average price per share substantially higher than our existing stockholders paid. The table below is based on an initial public

 

57


Table of Contents

offering price of $19.50 per share for shares of common stock purchased in this offering and excludes underwriting discounts and commissions and estimated offering expenses payable by us:

 

     Shares Purchased     Total Consideration     Avg/Share  
         Number              %               Amount            %  
($ in millions, except per share amounts)                                 

Existing stockholders(1)

     272,444,907        63.9   $ 3,513.0        53.9   $ 12.90  

Investors in this offering

     154,000,000        36.1     3,003.0        46.1     19.50  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total

     426,444,907        100.0   $ 6,516.0        100.0   $ 15.28  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

 

(1)

Shares purchased by existing stockholders is determined as follows:

 

Shares of common stock issuable upon conversion of Existing Junior Convertible Preferred Stock

    139,615,385  

Common shares issued and outstanding

    132,829,622  

Less: Common treasury shares

    —    

Total common shares purchased by existing stockholders

    272,445,007  
 

Because the number of shares of common stock into which the Existing Junior Convertible Preferred Stock will be converted is determined by reference to the initial public offering price, an increase or decrease in the assumed initial public offering price would have a corresponding impact on the number of shares purchased by existing stockholders. The number of shares purchased by existing stockholders would have been the following as of March 31, 2019 assuming the initial public offering price for our common stock shown below:

 

     $18.00     $18.50     $19.00     $20.00     $20.50     $21.00  

Shares purchased by existing stockholders

     151,250,000       147,162,162       143,289,474       136,125,000       132,804,878       129,642,857  

Percent of total shares purchased by existing stockholders

     64.8     64.5     64.2     63.6     63.3     63.0

Sales by the selling stockholder in this offering will cause the number of shares held by existing stockholders to be reduced to 272,444,907 shares, or 63.9% of the total number of shares of our common stock outstanding following the completion of this offering, and will increase the number of shares held by new investors to 154,000,000 shares, or 36.1% of the total number of shares outstanding following the completion of this offering.

If the underwriters were to fully exercise their over-allotment option to purchase 23,100,000 additional shares of our common stock in this offering, the percentage of shares of our common stock held by existing stockholders as of March 31, 2019 would be 65.7% and the percentage of shares of our common stock held by new investors would be 34.3%, based on an assumed initial public offering price of $19.50 per share (which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus).

To the extent that outstanding options or warrants are exercised or outstanding restricted stock units settle or we grant options, restricted stock, restricted stock units or other equity-based awards to our employees, executive officers and directors in the future, or other issuances of common stock are made, there will be further dilution to new investors.

 

58


Table of Contents

SELECTED CONDENSED HISTORICAL FINANCIAL DATA

The following table sets forth our selected historical consolidated financial data as of the dates and for the periods indicated. The selected historical consolidated financial data as of and for the year ended December 31, 2014 is derived from our unaudited consolidated financial statements and the related notes thereto not included in this prospectus. The selected historical consolidated financial data as of December 31, 2017 and 2018 and for the years ended December 31, 2016, 2017 and 2018 is derived from our audited consolidated financial statements and related notes thereto included elsewhere in this prospectus. The selected historical consolidated financial data as of December 31, 2015 and 2016 and for the year ended December 31, 2015 is derived from our audited consolidated financial statements and related notes thereto not included in this prospectus. The selected historical condensed consolidated financial data as of March 31, 2019 and for the three months ended March 31, 2018 and 2019 is derived from our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this prospectus. The unaudited condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in the opinion of our management, reflect all normal recurring adjustments necessary for the fair presentation of our consolidated results for these periods. The results for any interim period are not necessarily indicative of the results that may be expected for the full year. Additionally, our historical results are not necessarily indicative of the results expected for any future period.

In accordance with GAAP, we have included the financial results of VWR since the VWR Acquisition on November 21, 2017. In addition, on September 30, 2016, we merged with NuSil. Since both NuSil and our predecessor were controlled by New Mountain Capital, our historical financial statements have been combined with NuSil’s into a single comparative presentation for all periods presented. For more information about this basis of presentation, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 1 to the audited annual financial statements included elsewhere in this prospectus.

You should read the information contained in this table in conjunction with “Summary—Summary Historical Financial and Other Data,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and the accompanying notes and our unaudited consolidated financial statements and the accompanying notes included in this prospectus.

 

    Year ended December 31,     Three months
ended March 31,
 
(in millions except per share data)   2014     2015     2016     2017     2018     2018     2019  

Statement of operations data

             

Net sales

  $ 587.2     $ 636.9     $ 691.3     $ 1,247.4     $ 5,864.3     $ 1,418.3     $ 1,480.1  

Net income (loss)

    5.7       12.7       (80.7     (145.3     (86.9     (41.2     (6.2

Earnings (loss) per share:

             

Basic

  $ 0.04     $ 0.14     $ (0.28   $ (2.75   $ (2.69   $ (0.79   $ (0.59

Diluted

  $ 0.03     $ 0.13     $ (0.28   $ (2.75   $ (2.69   $ (0.79   $ (0.59

Weighted average shares outstanding:

             

Basic

    152.6       152.6       152.6       151.1       132.7       132.6       132.8  

Diluted

    167.5       167.5       152.6       151.1       132.7       132.6       132.8  

Pro forma loss per share (unaudited)

             

Basic

 

  $ (0.22     $ (0.02

Diluted

 

  $ (0.22     $ (0.02

Balance sheet data (as of period end)

             

Total assets

  $ 1,156.4     $ 1,150.4     $ 1,135.8     $ 10,446.5     $ 9,911.6       $ 10,013.9  

Total long-term liabilities

    644.8       623.4       1,510.5       8,372.6       8,007.8         8,113.8  

Total redeemable equity

    —         —         —         3,589.8       3,859.3         3,931.1  

 

59


Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion of our results of operations and financial condition together with “Summary—Summary Historical and Other Financial Data,” “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” “Selected Condensed Historical Financial Data” and our audited consolidated financial statements and notes thereto, each included elsewhere in this prospectus. In addition to historical financial information, this discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Overview

We are 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 comprehensive offerings, which include materials & consumables, equipment & instrumentation and services & specialty procurement, are relied upon by our customers, often on a recurring basis, because they are frequently specified into their research, development and production processes. These processes are commonly organized into “workflows” that define the activities our customers perform each day. We collaborate closely with our customers to enable them to develop new innovative products, lower their development and production costs, improve product or process performance characteristics, and enhance the safety and reliability of the drugs, devices and other products they produce. In addition to relying on our products, many customers depend upon our services. Some of these services are performed by approximately 1,400 of our associates that are co-located with certain customers, working side-by-side with their scientists every day. Our local presence combined with global infrastructure enable and promote successful relationships with our customers and connect us to over 240,000 of their locations in over 180 countries. Our mission is to set science in motion to create a better world.

The depth and breadth of our portfolio provides our customers a comprehensive range of products and services and allows us to create customized and integrated solutions for our customers. Selected offerings used by our customers in discovery, research, development and production processes include:

 

   

Materials & consumables: Ultra-high purity chemicals and reagents, lab products and supplies, highly specialized formulated silicone solutions, customized excipients, customized single-use assemblies, process chromatography resins and columns, analytical sample prep kits and education, microbiology and clinical trial kits;

 

   

Equipment & instrumentation: Filtration systems, virus inactivation systems, incubators, analytical instruments, evaporators ultra-low-temperature freezers, biological safety cabinets and critical environment supplies; and

 

   

Services & specialty procurement: Onsite lab and production, clinical, equipment, procurement & sourcing and biopharmaceutical material scale-up and development services.

In 2018, we recorded net sales of $5,864.3 million, net loss of $86.9 million, Adjusted EBITDA of $945.3 million and Adjusted Net Income of $260.2 million. Approximately 85% of our revenues were from offerings that are recurring in nature. In addition, for the three months ended March 31, 2019, we have recorded net sales of $1,480.1 million, net loss of $6.2 million, Adjusted EBITDA of $248.0 million and Adjusted Net Income of $68.2 million. For the definitions of Adjusted EBITDA and Adjusted Net Income and reconciliations of these measures from net loss, please see “—Reconciliations of Non-GAAP Financial Measures.”

Factors and Current Trends Affecting Our Business and Results of Operations

We expect that our performance and financial condition will continue to be impacted by the key trends impacting our customers, suppliers and customer segments as outlined in “Business—Industry.” In addition, we believe the following trends and key factors have affected our recent operating results and/or are likely to continue to affect our performance and financial condition in future periods.

 

60


Table of Contents

We acquired VWR in November 2017 and have been integrating our companies

VWR was a global manufacturer and distributor of laboratory and production products and services. VWR’s primary business was the distribution of third-party materials & consumables, and its results presented throughout the section entitled “—Results of Operations” are highly correlated to our overall third-party materials & consumables business. The VWR Acquisition improved our access to life sciences and research customers, expanded our geographic reach, created a robust offering for the entire biopharmaceutical value chain and continues to generate significant cost and commercial synergies.

As a result of the VWR Acquisition, our total assets, net sales, operating income and Adjusted EBITDA increased significantly. We also expect to spend more on capital expenditures, including up to $85 million in capital expenditures in 2019, approximately $30 million of which relates to our global value capture program.

The VWR Acquisition has the potential to create significant long-term growth as a result of our ability to offer new products and services to existing customers and potential new customers.

We have implemented a significant global value capture program

We have generated significant cost and commercial synergies across all aspects of our business from the global value capture program we initiated in the fourth quarter of 2017. Under the program, we anticipate spending up to $215 million over a three-year period to optimize our sales, gross margins and operating costs. The spending is expected to include up to $90 million for capital expenditures and up to $125 million for employee severance, facility closure and other charges. Our plans include combining sales and marketing resources, eliminating redundant corporate functions, optimizing procurement and our manufacturing footprint and implementing best practices throughout the organization.

From the inception of this program through December 31, 2018, we have recognized over $95 million of charges and have spent $7 million on capital projects. As of December 31, 2018, our financial results include $83 million of realized cost savings as compared to the combined run-rate operating expenses of our combined businesses as of November 21, 2017. We believe that the actions we have taken in 2018 will generate over $112 million (inclusive of realized cost savings) of annualized cost synergies, which we expect will favorably impact our results in 2019. We estimate that we will be able to generate an additional $117 million of annualized cost synergies. We currently expect that all synergies and cost savings will be fully realized by 2021.

In addition, as of March 31, 2019, our last four quarters financial results included $101 million of realized cost savings under our global value capture program as compared to the combined run-rate operating expenses of our combined businesses as of November 21, 2017. We believe that the actions we have taken through March 31, 2019 have resulted in annualized cost synergies of $118 million (inclusive of realized cost savings). We estimate that we will be able to generate an additional $111 million of annualized cost synergies.

We may not continue to realize the cost savings we benefited from prior to March 31, 2019, and the cost savings we expect in future periods from the actions we took prior to March 31, 2019 may not be realized in full or at all.

We expect to undergo a recapitalization of our equity in connection with this offering

Our capitalization includes two classes of preferred stock, common stock, class B stock and warrants. In connection with this offering, we intend to undergo a recapitalization by (i) redeeming all of our Existing Senior Preferred Stock, (ii) experiencing an automatic conversion of all shares of our Existing Junior Convertible Preferred Stock into common stock upon consummation of this offering, (iii) amending our certificate of incorporation to effect a 5-for-1 stock split of all of our outstanding shares of common stock and (iv) issuing 10,000,000 shares of the Mandatory Convertible Preferred Stock. See “Summary—The Offering.”

 

61


Table of Contents

We have made significant borrowings, resulting in significant fees, interest and financial leverage

In connection with the VWR Acquisition, we refinanced substantially all of our indebtedness. As a result, our indebtedness, availability under credit facilities and interest expense each significantly increased. We also extended the overall maturity profile of our debt. In connection with the refinancing, we paid debt issuance costs of $283.1 million and a transaction fee to New Mountain Capital of $180.0 million in 2017. A substantial majority of the debt issuance costs were deferred and are being recognized as interest expense through the maturity dates of our indebtedness. The transaction fee to New Mountain Capital was immediately recognized as selling, general and administrative expense. We also incurred a debt extinguishment loss of $34.6 million which was immediately recognized as interest expense.

In November 2018, we entered into a repricing amendment to our Senior Secured Credit Facility (as defined below) to reduce the interest rate margins on our euro term loans by 0.50% and our U.S. term loans by 0.25%. We expect the amendment to result in annual interest savings of approximately $10 million. The costs to complete the amendment were not material.

As of December 31, 2018, we had $7.2 billion of indebtedness, excluding deferred financing costs. In 2018, we made required principal and interest payments of over $500 million to service that indebtedness.

Tax reform was enacted in the United States

In December 2017, tax reform legislation was enacted in the United States. The new legislation included a broad range of corporate tax reforms including: (i) a reduction of the U.S. federal corporate tax rate from 35% to 21% beginning in 2018, (ii) a one-time transition tax on undistributed foreign earnings and profits, (iii) ongoing anti-base erosion provisions designed to tax foreign earnings generated without a large fixed asset base and (iv) new limitations on deductions for interest expense and net operating losses.

As a result of the new legislation, we recognized a one-time provisional income tax benefit of $126.7 million for 2017, of which a $285.5 million benefit was caused by the remeasurement of our deferred tax assets and liabilities at the new corporate tax rate and a $158.8 million expense was caused by the one-time transition tax on our accumulated foreign undistributed earnings and profits. The legislation also impacted us in a number of other ways in 2018, including (i) the beginning of a new series of tax payments on undistributed foreign earnings being made over an eight-year period, (ii) finalization of our provisional accounting for the one-time transition tax which resulted in an income tax benefit of $51.0 million and (iii) finalization of our provisional accounting for deferred tax remeasurement which resulted in an income tax provision of $21.5 million. Accordingly, we recognized a net benefit of $29.5 million when we finalized our accounting for the tax reform legislation in 2018.

Changes in foreign currency exchange rates could have a significant impact on our financial condition and results of operations

Our operations span the globe. We have a substantial amount of indebtedness denominated in euros, whose remeasurement to U.S. dollars can impact our earnings. Changes to foreign currency exchange rates also affect our operating results. See “—Quantitative and Qualitative Disclosures About Market Risk.”

Growth in AMEA and other emerging geographies

We are focused on expanding our geographic reach to certain emerging economies, including China, southeast Asia and eastern Europe. Our largest customers in the AMEA region are in the biopharma and advanced technologies & applied materials industries. We believe that local demand for our products and solutions in these regions is being driven by the expansion of our customers’ presence, an inadequate local supplier base and a significant increase in local government investment to support innovation in the industries we serve.

 

62


Table of Contents

We are continuing to invest in our differentiated innovation model

Our innovation model enables us to anticipate and align our innovation efforts with our customers’ priorities. We engage with our customers early in their product development cycles to advance our customers’ programs from research and discovery through development and commercialization. These projects include enhancing product purity and performance characteristics, improving product packaging and streamlining workflows. We are also developing new products in emerging areas of science such as cell and gene therapy. To invest in those initiatives, we incurred research and development expenses of $22.1 million in 2018, $17.2 million in 2017 and $19.1 million in 2016. These expenses were approximately 3% of net sales of the portfolio of proprietary materials & consumables products we were actively developing in 2018.

Seasonality

We do not experience seasonality in the traditional manner. Two types of our proprietary materials & consumables products, science educational kits and implantable medical devices, have exhibited cyclical customer demand in prior periods. We believe that this is caused by factors unique to those particular product markets, such as the multi-year approval processes many states follow to approve new curriculums and the ability of medical device customers to adjust inventory levels on-hand. As a result, we may see fluctuations across periods as the timing of our customers’ demand for these products may change.

Key Indicators of Performance and Financial Condition

To evaluate our performance, we monitor a number of key indicators. As appropriate, we supplement our results of operations determined in accordance with GAAP with certain non-GAAP financial measurements that we believe are useful to investors, creditors and others in assessing our performance. These measurements should not be considered in isolation or as a substitute for reported GAAP results because they may include or exclude certain items as compared to similar GAAP-based measurements, and such measurements may not be comparable to similarly-titled measurements reported by other companies. Rather, these measurements should be considered as an additional way of viewing aspects of our operations that provide a more complete understanding of our business.

The key indicators that we monitor are as follows:

 

   

Net sales, gross margin, operating income and net loss. These measures are discussed in the section entitled “—Results of Operations;”

 

   

Adjusted EBITDA, which is a non-GAAP measure discussed in the section entitled “—Results of Operations.” Adjusted EBITDA is used by investors to measure and evaluate our operating performance exclusive of depreciation, income tax effects, interest, amortization, and certain infrequently occurring items. We believe that this measurement is useful to investors as a way to analyze the underlying trends in our core business consistently across the periods presented. A reconciliation of net loss, the most directly comparable GAAP financial measure, to Adjusted EBITDA is included in “—Reconciliations of Non-GAAP Financial Measures;”

 

   

Management EBITDA, which is a non-GAAP measure discussed in the section entitled “—Results of Operations.” Management EBITDA is used by our management to measure and evaluate our internal operating performance at both a consolidated and at a segment level. It is also the basis for calculating management incentive compensation programs. Management EBITDA is our Adjusted EBITDA further adjusted for certain other items that are not used to measure internal operating performance. We believe that this measurement is useful to investors as a way to analyze the underlying trends in our core business, including at the segment level, consistently across the periods presented and also to evaluate performance under management incentive compensation programs. Management EBITDA is also our segment profitability measure under GAAP. A reconciliation of net loss, the most directly comparable GAAP financial measure, to Management EBITDA is included in “—Reconciliations of Non-GAAP Financial Measures;”

 

63


Table of Contents
   

Adjusted Net Income, which is a non-GAAP measure discussed in the section entitled “—Results of Operations.” Adjusted Net Income is used by investors to measure and evaluate our operating performance exclusive of amortization and certain infrequently occurring items. We believe that this measurement is useful to investors as a way to analyze the underlying trends in our core business consistently across the periods inclusive of income tax effects, interest and depreciation. A reconciliation of net loss, the most directly comparable GAAP financial measure, to Adjusted Net Income is included in “—Reconciliations of Non-GAAP Financial Measures;”

 

   

Covenant EBITDA, which is a non-GAAP measure. We discuss this measure in the section entitled “—Liquidity and Capital Resources—Indebtedness.” Covenant EBITDA is our Management EBITDA further adjusted as required under our Credit Agreement (as defined below) and Indentures (as defined below). We believe that this measurement is useful to investors and creditors to monitor and evaluate our indebtedness and compliance with certain of our debt covenants. A reconciliation of net loss to Covenant EBITDA is included under “—Reconciliations of Non-GAAP Financial Measures”; and

 

   

Cash flows from operating activities, which we discuss in the section entitled “—Liquidity and Capital Resources—Historical Cash Flows.”

Results of Operations

We present results of operations in the same way that we manage our business, evaluate our performance and allocate our resources. We provide discussion of segment results for net sales and Management EBITDA based on customer location: Americas, Europe and AMEA. Each segment manufactures and distributes solutions for the biopharma, healthcare, education & government and advanced technologies & applied materials industries. Corporate costs are managed on a standalone basis and not allocated to segments.

Three months ended March 31, 2019 and 2018

 

     Three months ended
March 31,
       
(dollars in millions)    2019     2018     Change  

Net sales

   $ 1,480.1     $ 1,418.3     $ 61.8  

Gross margin

     32.1     31.0     110 bps  

Operating income

   $ 137.6     $ 87.6     $ 50.0  

Net loss

     (6.2     (41.2     35.0  

Adjusted EBITDA

     248.0       216.9       31.1  

Management EBITDA

     265.4       224.7       40.7  

Adjusted Net Income

     68.2       47.4       20.8  

Net sales growth, gross margin improvements and cost synergies from our global value capture program were the most significant drivers of performance year-over-year. Net sales increased 4.4%, which included a 3.5% unfavorable foreign currency impact. The remaining increase of 7.9% reflected both volume growth and improved pricing across all major customer and product groups. The gross margin improvement included net pricing improvements, the absence of unfavorable purchase accounting adjustments, and other improvements from the global value capture program, partially offset by unfavorable product mix. Operating income growth and the decrease in net loss reflected those improvements and an additional $11.8 million reduction to SG&A expenses due to realized cost synergies. Adjusted EBITDA, Management EBITDA and Adjusted Net Income each increased for similar reasons.

 

64


Table of Contents

Net sales

 

     Three months ended
March 31,
            Reason for change  
(in millions)    2019      2018      Change      Foreign
currency
impact
    Other  

Americas

   $ 857.3      $ 807.4      $ 49.9      $ (3.5   $ 53.4  

Europe

     542.1        538.1        4.0        (43.7     47.7  

AMEA

     80.7        72.8        7.9        (3.5     11.4  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 1,480.1      $ 1,418.3      $ 61.8      $ (50.7   $ 112.5  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Net sales increased 4.4%, which included a 3.5% unfavorable foreign currency impact. The remaining increase of 7.9% reflected both volume growth and improved pricing across all major customer and product groups. The following table summarizes growth rates in net sales by customer and product group from the first quarter of 2019 compared to the first quarter of 2018:

 

Customer group

  

Product group

Biopharma

   +LDD   

Proprietary materials & consumables

   +LDD

Healthcare

   +LSD   

Third-party materials & consumables

   +HSD

Education & government

   +MSD   

Services & specialty procurement

   +MSD

Advanced technologies & applied materials

   +LSD   

Equipment & instrumentation

   +HSD

 

LSD = low single-digit (1 – 3%), MSD = mid single-digit (4 – 6%), HSD = high single-digit (7 – 9%), LDD = low double-digit (10 – 19%)

Net sales — segment results

In the Americas, net sales increased 6.2%, which included a 0.4% unfavorable foreign currency impact. The remaining increase of 6.6% reflected both volume growth and improved pricing. The following provides additional information about the 6.6% increase:

 

   

Our global value capture program included strategic initiatives to improve volume and pricing that contributed $10.1 million or 1.3% to that increase.

 

   

Sales to biopharma, our largest customer group, continues to expand. This is driven by our innovative technologies and delivery techniques. Those sales grew by a low double-digit rate primarily from sales of proprietary materials & consumables (including single-use offerings) to key accounts.

 

   

We experienced high single-digit growth from proprietary materials & consumables, driven by biopharma production. We continue to align ourselves with our customers’ discovery efforts and production needs. Robust investment from biopharma and education sources and continued market strength helped increase equipment & instrumentation sales by a high single-digit rate. We experienced low double-digit growth in services & specialty procurement by executing our strategy to embed with large pharmaceutical customers and help them innovate and drive productivity in their lab and procurement groups.

In Europe, net sales increased 0.7%, which included an 8.2% unfavorable foreign currency impact. The remaining increase of 8.9% reflected both volume growth and improved pricing. The following provides additional information about the 8.9% increase:

 

   

We experienced low double-digit growth in biopharma driven by higher demand from our largest customers. Part of the strong growth is due to the later timing of Easter this year, which impacts the

 

65


Table of Contents
 

buying patterns of our European customers. Sales to healthcare, education and government customers were relatively flat as these customers continue to be impacted by constricted funding from several European governments. That comparison was also unfavorably impacted by a significant, individual non-recurring project sale recognized in the prior year.

 

   

Higher sales of production-grade biopharmaceutical products and advanced technologies & applied materials drove low double-digit growth of proprietary materials & consumables products. Services & specialty procurement grew by a low single-digit rate despite headwinds from a significant project sale recognized in the prior year and concerns over Brexit.

In AMEA, net sales increased 10.9%, which included a 4.8% unfavorable foreign currency impact. The remaining increase of 15.7% primarily reflected volume growth. We experienced over 60% growth from biopharma, our largest customer group, and nearly 30% growth from healthcare as our ability to capture new market share in this emerging region continues to grow.

Gross margin

 

     Three months ended
March 31,
       
     2019     2018     Change  

Gross margin

     32.1     31.0     110 bps  

The increase in gross margin included 80 basis points of net pricing improvements, 80 basis points caused by the absence of unfavorable 2018 purchase accounting effects and 60 basis points of other improvements from the global value capture program, partially offset by 110 basis points of unfavorable product mix. The pricing improvements resulted from commercial efforts with our customers, some of which were driven by the value capture initiatives, which were partially offset by inflation. The product mix reflected very strong volume growth from specialty procurement and third-party materials & consumables.

The global value capture program contributed a total of $18.5 million or 90 basis points to the gross margin increases noted above and included improvements in product sourcing, footprint optimization and lean operating practices.

Operating income

 

     Three months ended
March 31,
        
(in millions)    2019      2018      Change  

Gross profit

   $ 475.2      $ 440.3      $ 34.9  

SG&A expenses

     337.6        352.7        (15.1
  

 

 

    

 

 

    

 

 

 

Operating income

   $ 137.6      $ 87.6      $ 50.0  
  

 

 

    

 

 

    

 

 

 

Operating income increased primarily from higher gross profit and reduced SG&A expenses. The improvement in gross profit was caused by the growth in net sales and gross margin previously discussed. The reduction in SG&A expenses was primarily caused by $13.6 million of realized cost synergies from the global value capture program, a $13.8 million favorable foreign currency impact and a $4.0 million reduction of amortization, which were substantially offset by a mix of inflationary expense increases and strategic cost investments to support our global business centers, business strategy teams and our initial public offering process.

 

66


Table of Contents

Net loss

 

     Three months ended
March 31,
        
(in millions)    2019      2018      Change  

Operating income

   $ 137.6      $ 87.6      $ 50.0  

Interest expense

     (128.6      (128.3      (0.3

Other expense, net

     (5.1      (4.4      (0.7

Income tax (expense) benefit

     (10.1      3.9        (14.0
  

 

 

    

 

 

    

 

 

 

Net loss

   $ (6.2    $ (41.2    $ 35.0  
  

 

 

    

 

 

    

 

 

 

Net loss decreased primarily due to the increase in operating income as previously discussed. Interest expense and other expense were relatively flat with consistent borrowing levels, interest rates and currency effects year-over-year.

Income tax benefit changed to expense primarily due to the various changes in our pretax results, previously described, the composition of projected income for the year in different countries and certain quarterly adjustments unique to each quarterly period.

Adjusted EBITDA, Management EBITDA and Adjusted Net Income

 

     Three months
ended March 31,
        
(in millions)    2019      2018      Change  

Adjusted EBITDA

   $ 248.0      $ 216.9      $ 31.1  

Management EBITDA:

        

Americas

   $ 173.1      $ 134.3        38.8  

Europe

     93.2        88.9        4.3  

AMEA

     18.8        17.0        1.8  

Corporate

     (19.7      (15.5      (4.2
  

 

 

    

 

 

    

 

 

 

Total

   $ 265.4      $ 224.7      $ 40.7  
  

 

 

    

 

 

    

 

 

 

Adjusted Net Income

   $ 68.2      $ 47.4      $ 20.8  

Adjusted EBITDA, Management EBITDA and Adjusted Net Income each increased primarily due to the increase in operating income of $50.0 million but excluded $11.1 million of favorable purchase accounting effects.

For a reconciliation of Adjusted EBITDA, Management EBITDA and Adjusted Net Income to the most directly comparable measure under GAAP, see “—Reconciliations of Non-GAAP Financial Measures.”

Management EBITDA — segment results

In the Americas, the growth in Management EBITDA reflected the impact of the net sales growth, gross margin improvements and reductions to SG&A expense due to realized cost synergies from the global value capture program. The cost synergies were primarily related to headcount reduction, workforce and facility footprint optimization and product sourcing.

In Europe, the growth in Management EBITDA reflected the favorable impact of the net sales growth, gross margin improvements and reductions to SG&A expense due to realized cost synergies from the global value capture program, each as previously discussed, partially offset by a net unfavorable foreign currency impact. The cost synergies were primarily related to headcount reduction, optimizing our workforce footprint and product sourcing.

 

67


Table of Contents

In AMEA, the growth in Management EBITDA primarily reflected the impact of the net sales growth previously discussed, partially offset by personnel and other investments to increase our sales force and product and service offerings in the region. Our strategy is to invest in the AMEA region in an effort to continue to capture market share.

For corporate, the decline was primarily caused by investments made in our global business centers and business strategy teams along with higher incentive compensation expense.

Years ended December 31, 2018 and 2017

 

On November 21, 2017, we acquired VWR. Under GAAP, VWR is consolidated with us prospectively since the acquisition date of November 21, 2017. On September 30, 2016, we combined with NuSil. Since both NuSil and our predecessor were both controlled by New Mountain Capital, our historical financial statements have been combined with NuSil’s into a single presentation for all periods presented.

In order to provide relevant insight about the financial impact of the VWR Acquisition on our results for the years ended December 31, 2018 and 2017, we discuss and analyze the year-over-year change in operating results as two components:

 

  (1)

“Baseline 2017 VWR,” which is VWR’s pre-acquisition performance for the 324 days ended November 21, 2017 reduced by Avantor’s pre-acquisition sales and cost of sales to VWR for that period. See “—Other Financial Data” for a reconciliation of VWR’s previously reported amounts to Baseline 2017 VWR. Management uses Baseline 2017 VWR as an indication of what VWR’s standalone results would have been for 2018 because VWR’s actual 2018 results are not determinable on a standalone basis following the integration of VWR during 2018. The presentation of Baseline 2017 VWR as a reason for change from 2017 to 2018 provides readers a way to evaluate the impact of the VWR Acquisition on our year-over-year results that is consistent with how management evaluates the results; and

 

  (2)

“Combined Change,” which is calculated by subtracting our reported 2017 results and Baseline 2017 VWR from our reported 2018 results. Management uses the Combined Change to evaluate what our year-over-year change in operating performance would have been had our company been combined during all of 2017 and 2018. The presentation of the Combined Change as a reason for change from 2017 to 2018 provides readers a way to evaluate the performance of our combined company compared to prior periods that is consistent with how management evaluates the results.

We do not present Baseline 2017 VWR or a Combined Change for net loss, certain components of net loss or Adjusted Net Income because differences such as debt service, hedging strategies and tax attributes between VWR and Avantor introduce variables into the comparison that management believes may be confusing and will not be useful to investors in analyzing our results of operations.

 

     Year ended December 31,           Reason for change  
         

Baseline 2017

    Combined  
(dollars in millions)    2018     2017     Change     VWR     Change  

Net sales

   $ 5,864.3     $ 1,247.4     $ 4,616.9     $ 4,151.3     $ 465.6  

Gross margin

     31.0     34.7     (370)  bps      (480 ) bps      110  bps 

Operating income (loss)

   $ 413.5     $ (210.4   $ 623.9     $ 233.7     $ 390.2  

Net loss

     (86.9     (145.3     58.4      

Adjusted EBITDA

     945.3       289.5       655.8       461.0       194.8  

Management EBITDA

     1,006.0       324.0       682.0       468.5       213.5  

Adjusted Net Income

     260.2       157.4       102.8      

 

68


Table of Contents

The VWR Acquisition in November 2017 was the most significant driver of change when comparing 2018 and 2017. Net loss decreased, the net result of the factors discussed below, partially offset by higher interest expense on new borrowings to finance the VWR Acquisition. The VWR Acquisition caused net sales, operating income, Adjusted EBITDA and Adjusted Net Income to increase, as indicated by Baseline 2017 VWR in the table above. Gross margins declined because VWR’s historical margins were lower than ours.

The Combined Change for 2018 reflected growth in net sales and gross margin primarily driven by sales growth to our biopharma customers and our proprietary materials & consumables product group. We also incurred significant new expenses to restructure and integrate VWR that impacted operating income and net loss.

Net sales

 

     Year ended December 31,             Reason for change  
           

Baseline 2017

     Combined  
(in millions)    2018      2017      Change      VWR      Change  

Americas

   $ 3,460.9      $ 688.1      $ 2,772.8      $ 2,498.6      $ 274.2  

Europe

     2,095.3        381.4        1,713.9        1,552.6        161.3  

AMEA

     308.1        177.9        130.2        100.1        30.1  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 5,864.3      $ 1,247.4      $ 4,616.9      $ 4,151.3      $ 465.6  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net sales increased primarily due to the VWR Acquisition, as indicated by Baseline 2017 VWR in the table above. The Combined Change reflects strong sales of silicones used in the manufacture of medical implantable devices from our proprietary materials & consumables portfolio, a significant project award from an education & government customer in the Americas, commercial synergies generated by our global value capture program, low double-digit growth in the AMEA region and strong global performance in services & specialty procurement. The Combined Change also includes a favorable foreign currency impact of $74.4 million.

The following table summarizes the Combined Change growth rates in net sales by customer and product group, exclusive of the foreign currency impact noted above:

 

Customer group

    

Product group

 

Biopharma

     +HSD      Proprietary materials & consumables      +HSD  

Healthcare

     +MSD      Third-party materials & consumables      +MSD  

Education & government

     +HSD      Services and specialty procurement      +LDD  

Advanced technologies & applied materials

     +MSD      Equipment & instrumentation      +HSD  

 

MSD = mid single-digit (4-6%), HSD = high single-digit (7-9%), LDD = low double-digit (10-19%)

Net sales — segment results

For the Americas segment, the Combined Change included primarily higher volumes but also, to a lesser extent, pricing improvements. Our global value capture program included strategic initiatives to improve market share and pricing that contributed $19.5 million to net sales in the 2018 period. From a customer perspective, we experienced above-market growth from education & government customers through significant account wins in 2018. Biopharma, our largest customer group, continues to expand its reach through innovative technologies and delivery techniques, driving low double-digit growth in the Americas. From a product perspective, our industry leading position in silicones used in the manufacture of medical implantable devices and other proprietary materials and consumables accelerated our growth. This, combined with continued strong growth in our recurring product lines, continues to align us with our customers’ discovery efforts and other needs. Robust investment

 

69


Table of Contents

from biopharma, primary education and government sources helped increase equipment & instrumentation sales by a low double-digit rate. We experienced low double-digit growth in services as a result of our unique position with large pharmaceutical customers that allows us to continue to help them innovate and drive productivity in their lab and procurement groups.

For the Europe segment, the Combined Change included a favorable foreign currency impact of $74.8 million and primarily higher volumes with no significant change to pricing. Our global value capture program included strategic initiatives to improve market share and pricing that contributed $23.9 million to net sales. From a customer perspective, we experienced strong growth in biopharma driven by higher demand from our largest customers. We experienced lower growth from our healthcare and our education & government customers. These customers continue to be impacted by constricted funding by several European governments, and lower 2018 growth reflects normalizing orders after receipt in 2017 of a large order for equipment & instrumentation to build a new university research facility. From a product perspective, higher sales of production-grade biopharmaceutical products drove growth in our proprietary materials & consumables category, which was partially offset by lower growth in our equipment & instrumentation products for the reasons previously discussed.

For the AMEA segment, the Combined Change was driven by significantly higher volumes. We experienced low double-digit growth across all product and customer groups driven by our ability to capture new market share in this emerging region. Our largest customers in this region are in the biopharma and advanced technologies & applied materials industries.

Gross margin

 

     Year ended December 31,           Reason for change  
          Baseline 2017     Combined  
     2018     2017     Change     VWR     Change  

Gross margin

     31.0     34.7     (370 ) bps      (480 ) bps      110  bps 

The decrease in gross margin was primarily caused by the VWR Acquisition, as indicated by Baseline 2017 VWR in the table above, which reported gross margin of 28.4% for the nine months ended September 30, 2017. This effect was partially offset by 110 basis points of Combined Change that included 70 basis points of growth from commercial synergies realized from our global value capture program. The remainder of the growth was primarily caused by net pricing changes, which includes effects both from customers and suppliers. We also experienced offsetting effects as follows: (i) the absence of $41.8 million of purchase accounting adjustments incurred in 2017, the substantial majority of which were caused by higher cost of sales from valuing VWR’s inventory at fair value in purchase accounting; offset by (ii) 2018 non-cash restructuring charges of $28.4 million primarily for the write-off of inventory related to a discontinued product line and (iii) $22.1 million of primarily other inventory write-offs.

Operating income or loss

 

     Year ended December 31,            Reason for change  
           Baseline      Combined  
(in millions)    2018      2017     Change      2017 VWR      Change  

Gross profit

   $ 1,819.8      $ 432.8     $ 1,387.0      $ 1,180.6      $ 206.4  

Operating expenses

     1,406.3        643.2       763.1        946.9        (183.8
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Operating income (loss)

   $ 413.5      $ (210.4   $ 623.9      $ 233.7      $ 390.2  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Operating income increased as a result of higher gross profit, partially offset by higher operating expenses, each primarily due to the VWR Acquisition, as indicated by Baseline 2017 VWR in the table above. Gross profit

 

70


Table of Contents

also increased with the Combined Change to net sales and gross margin, each of which improved as previously discussed.

The Combined Change in operating expenses was a reduction primarily caused by the absence of $192.5 million of transaction fees to New Mountain Capital incurred in 2017. The remaining change was the result of various offsetting factors. The most significant factors included (i) higher combined depreciation and amortization of $176.7 million and higher combined restructuring and severance charges of $40.7 million discussed below, (ii) the absence of $21.8 million of modification expense for share-based awards triggered by the November 2017 legal entity restructuring, (iii) the absence of $65.7 million of transaction expenses incurred in 2017, as well as $18.9 million of transaction expenses attributable to Baseline 2017 VWR and (iv) realization of about $83 million of cost savings from our global value capture program in 2018.

The increase to depreciation and amortization was primarily related to significant new customer relationship and trade name assets recognized in purchase accounting for the VWR Acquisition. The increase to restructuring and severance charges was primarily caused by a $60.8 million increase in costs to implement our global value capture program.

Net loss

 

     Year ended December 31,         
(in millions)    2018      2017      Change  

Operating income (loss)

   $ 413.5      $ (210.4    $ 623.9  

Interest expense

     (523.8      (257.3      (266.5

Other (expense) income, net

     (3.5      7.5        (11.0

Income tax benefit

     26.9        314.9        (288.0
  

 

 

    

 

 

    

 

 

 

Net loss

   $ (86.9    $ (145.3    $ 58.4  
  

 

 

    

 

 

    

 

 

 

Net loss decreased with the significant increase to operating income as previously discussed, which was partially offset by higher interest expense and a lower tax benefit.

Interest expense reflected a full year of interest on higher levels of indebtedness following the fourth quarter 2017 debt restructuring to finance the VWR Acquisition. See “Liquidity and Capital Resources—Indebtedness” for additional information.

Income tax benefit at U.S. federal corporate tax rates decreased $137.2 million reflecting the decrease in rate from 35% to 21% and the reduction to pretax loss. The remainder of the decrease was driven by two offsetting changes to the global effective tax rate: (i) the $360.5 million unfavorable impact of remeasuring deferred income tax assets and liabilities at reduced U.S. and foreign tax rates and (ii) the $209.8 million favorable change to the provisional impact of the one-time transition tax.

 

71


Table of Contents

Adjusted EBITDA, Management EBITDA and Adjusted Net Income

 

     Year ended December 31,           Reason for change  
          Baseline
2017 VWR
    Combined
Change
 
(in millions)    2018     2017     Change  

Adjusted EBITDA

   $ 945.3     $ 289.5     $ 655.8     $ 461.0     $ 194.8  

Management EBITDA:

          

Americas

   $ 651.6     $ 196.8     $ 454.8     $ 322.9     $ 131.9  

Europe

     349.6       103.4       246.2       183.7       62.5  

AMEA

     73.8       43.3       30.5       14.3       16.2  

Corporate

     (69.0     (19.5     (49.5     (52.4     2.9  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 1,006.0     $ 324.0     $ 682.0     $ 468.5     $ 213.5  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Net Income

   $ 260.2     $ 157.4     $ 102.8      

Adjusted EBITDA and Management EBITDA each increased primarily due to the VWR Acquisition, as indicated by Baseline 2017 VWR in the table above. The Combined Change to Adjusted EBITDA increased for reasons similar to Management EBITDA, which is described by segment below.

Adjusted Net Income increased primarily due to the $655.8 million growth in Adjusted EBITDA as previously discussed. This growth was partially offset by three factors. First, we experienced a $266.5 million increase in interest expense following the 2017 debt refinancings. See “—Factors and Current Trends Affecting Our Business and Results of Operations—We have made significant borrowings, resulting in significant fees, interest and financial leverage.” Second, the change from income tax benefit to provision applicable to Adjusted Net Income caused a $237.2 million reduction to Adjusted Net Income, primarily caused by absence of significant favorable effects of U.S. tax reform in 2017. See “—Factors and Current Trends Affecting Our Business and Results of Operations—Tax reform was enacted in the United States.” Third, depreciation increased $49.3 million with the inclusion of VWR’s operating results for the full year 2018.

Management EBITDA — segment results

Management EBITDA increased for all segments and had a greater negative effect from corporate due to the VWR Acquisition, as indicated by Baseline 2017 VWR in the table above.

For the Americas segment, the Combined Change included the impact of the net sales growth and gross margin improvements previously discussed, as well as $53.2 million of growth from realized cost synergies under the global value capture program. Those savings were primarily related to headcount reduction and personnel off-shoring.

For the Europe segment, the Combined Change included the impact of the net sales growth and gross margin improvements previously discussed, as well as $10.9 million of growth from realized cost synergies under the global value capture program. Those savings were primarily related to headcount reduction and personnel off-shoring.

For the AMEA segment, the Combined Change included the impact of the net sales growth and gross margin improvements previously discussed, partially offset by personnel and other investments to increase our sales force and product and service offerings in the region. Our strategy is to invest in the AMEA region in an effort to continue to capture market share.

For corporate, the Combined Change was primarily caused by headcount reductions and other realized cost synergies under the global value capture program. Those savings were primarily related to the elimination of redundant executive officers and reduction of other corporate personnel costs.

 

72


Table of Contents

Years ended December 31, 2017 and 2016

In order to provide relevant insight about the financial impact of the VWR Acquisition on our results for the years ended December 31, 2017 and 2016, we discuss and analyze the year-over-year change in operating results as two components:

 

  (1)

VWR, which is the contribution made by the VWR business we acquired for the 41 day period from November 21, 2017, the date we closed the acquisition, to December 31, 2017.

 

  (2)

Other, which is the period-over-period change in our legacy business absent VWR.

 

     Year ended December 31,     Change     Reason for change  
(dollars in millions)        2017             2016         VWR     Other  

Net sales

   $ 1,247.4     $ 691.3     $ 556.1     $ 552.0     $ 4.1  

Gross margin

     34.7     46.2     (1,150 ) bps      (1,170)  bps      20  bps 

Operating (loss) income

   $ (210.4   $ 9.9     $ (220.3   $ (39.3   $ (181.0

Net loss

     (145.3     (80.7     (64.6    

Adjusted EBITDA

     289.5       220.7       68.8       59.0       9.8  

Management EBITDA

     324.0       250.2       73.8       59.0       14.8  

Adjusted Net Income

     157.4       30.3       127.1      

The VWR Acquisition in November 2017 was the most significant driver of change when comparing 2017 to 2016. Net loss and operating loss reflect the impact of $194 million of fees to New Mountain Capital and other charges related to the VWR Acquisition. Net loss also increased as a result of higher interest expense on new borrowings to finance the VWR Acquisition. The inclusion of VWR’s results for the 41-day period after the acquisition caused significant growth in net sales and Adjusted EBITDA and a decline in gross margin. Gross margins declined because VWR’s historical margins were lower than ours.

Net sales

 

     Year ended December 31,      Change      Reason for change  
(in millions)        2017              2016          VWR      Other  

Americas

   $ 688.1      $ 394.5      $ 293.6      $ 317.8      $ (24.2

Europe

     381.4        155.6        225.8        226.9        (1.1

AMEA

     177.9        141.2        36.7        7.3        29.4  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 1,247.4      $ 691.3      $ 556.1      $ 552.0      $ 4.1  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net sales increased primarily from the inclusion of 41 days of results from the VWR Acquisition. Otherwise, results were affected by three substantially offsetting factors. First, we experienced a weak first quarter where net sales declined $29.2 million, or 16%, driven primarily by the performance in the Americas. Growth for the remainder of the year was $33.3 million, or 6.5%. Secondly, sales of advanced technologies & applied materials increased by a low single-digit rate due to volume growth and pricing actions across all markets. Finally, we experienced significant, broad-based growth in AMEA.

The following table presents Other change growth rates in net sales by customer and product group:

 

Customer group

 

 

    

Product group

  

 

 

Biopharma

    flat      Proprietary materials & consumables      flat  

Healthcare

    -LDD        

Education & government

    -LDD        

Advanced technologies & applied materials

      +LSD        

 

73


Table of Contents

 

LSD = low single-digit (0-3%), LDD = low double-digit (10-19%)

Net salessegment results

For the Americas segment, net sales increased primarily from the inclusion of 41 days of results from the VWR Acquisition. Otherwise, net sales decreased, caused by a $29.4 million decrease in the first quarter that was partially offset by $5.2 million of growth for the remainder of the year. We believe that our net sales volume to healthcare and biopharma customers was adversely impacted in the first quarter of 2017 because those customers utilized previously purchased inventories and also because of the timing of biopharma customer production campaigns. This caused us to experience a flat net sales trend from biopharma customers and a low double-digit decline from healthcare customers for the full year, despite the growth trend we experienced in the latter portion of the year. Sales growth from advanced technologies & applied materials customers helped to partially offset that first quarter decline, driven by favorable pricing in a significant new customer contract and a new product supply award from another significant customer.

For the Europe segment, net sales increased primarily from the inclusion of 41 days of results from the VWR Acquisition. Otherwise, sales were relatively flat due to small offsetting factors. We consolidated plants in the Netherlands and Poland which caused a temporary disruption to production. We also experienced growth from certain advanced technologies & applied materials customers caused by both higher demand and higher pricing for silicones used in the manufacture of medical implantable devices.

For the AMEA segment, net sales increased from the inclusion of 41 days of results from the VWR Acquisition. Otherwise, we experienced significantly higher volumes, particularly in India and China as we focused on growth in these regions. We experienced growth across all significant product groups and customers driven by our ability to capture new market share in this emerging region. Our strongest growing customer group was advanced technologies & applied materials, which was attributable to new product developments and a new product supply award from a significant customer.

Gross margin

 

     Year ended December 31,            Reason for change  
         2017             2016         Change      VWR      Other  

Gross margin

     34.7     46.2     (1,150) bps        (1,170) bps        20 bps  

The decrease in gross margin was primarily caused by the inclusion of 41 days of results from the VWR Acquisition. VWR’s gross margin for the year ended December 31, 2016 was 28%. Gross margin attributable to VWR was further reduced in 2017 due to $41.8 million of purchase accounting adjustments on sold VWR inventory whose carrying value was increased to fair value as part of purchase accounting for the VWR Acquisition.

Operating income or loss

 

     Year ended December 31,             Reason for change  
(in millions)        2017              2016          Change      VWR      Other  

Gross profit

   $ 432.8      $ 319.7      $ 113.1      $ 110.1      $ 3.0  

Operating expenses

     643.2        309.8        333.4        149.4        184.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Operating (loss) income

   $ (210.4    $ 9.9      $ (220.3    $ (39.3    $ (181.0
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Operating income decreased to a loss as a result of higher operating expenses, partially offset by higher gross profit, each due in part to the inclusion of 41 days of results following the VWR Acquisition. Gross profit also increased due to other changes to net sales and gross margin previously discussed.

 

74


Table of Contents

The remaining increase to operating expenses was primarily caused by higher fees to New Mountain Capital and other expenses related to the VWR Acquisition. Fees to New Mountain Capital increased $165.2 million primarily due to the 2017 payments of a $180.0 million transaction fee for the VWR Acquisition and a $12.5 million transaction fee for a debt refinancing, whereas in 2016 we paid transaction fees totaling $27.3 million for two other debt refinancings. Other expenses related to the VWR Acquisition included an increase to amortization of $33.3 million for significant new customer relationship and trade name assets and $17.5 million related to restructuring and severance expenses under of the global value capture program.

Net loss

 

     Year ended December 31,         
(in millions)        2017              2016          Change  

Operating (loss) income

   $ (210.4    $ 9.9      $ (220.3

Interest expense

     (257.3      (80.3      (177.0

Other income (expense), net

     7.5        (0.2      7.7  

Income tax benefit (expense)

     314.9        (10.1      325.0  
  

 

 

    

 

 

    

 

 

 

Net loss

   $ (145.3    $ (80.7    $ (64.6
  

 

 

    

 

 

    

 

 

 

Net loss increased primarily due to a change from operating income to loss for reasons discussed in the previous section and higher interest expense, partially offset by a change from income tax expense to benefit. Interest expense increased due to the fourth quarter 2017 debt restructuring to finance the VWR Acquisition. See “Liquidity and Capital Resources—Indebtedness” for additional information. Income tax expense in 2016 changed from a provision to a significant benefit in 2017 primarily due to tax reform legislation passed in the United States and other foreign jurisdictions in the fourth quarter of 2017, from which we provisionally recognized benefits from rate changes of $339.0 million, partially offset by the provisional rate effect of a one-time transition tax of $158.8 million. The change from income tax expense to income tax benefit was also impacted by the changes in pretax earnings previously discussed.

Adjusted EBITDA, Management EBITDA and Adjusted Net Income

 

     Year ended December 31,             Reason for change  
(in millions)        2017              2016          Change      VWR      Other  

Adjusted EBITDA

   $ 289.5      $ 220.7      $ 68.8      $ 59.0      $ 9.8  

Management EBITDA:

              

Americas

   $ 196.8      $ 171.0      $ 25.8      $ 36.1      $ (10.3

Europe

     103.4        63.6        39.8        31.0        8.8  

AMEA

     43.3        42.1        1.2        0.5        0.7  

Corporate

     (19.5      (26.5      7.0        (8.6      15.6  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 324.0      $ 250.2      $ 73.8      $ 59.0      $ 14.8  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted Net Income

   $ 157.4      $ 30.3      $ 127.1        

Adjusted EBITDA increased primarily due to the inclusion of 41 days of results following the VWR Acquisition. Otherwise, growth was moderate due to offsetting factors.

Adjusted Net Income increased primarily due to the change from income tax provision to benefit applicable to Adjusted Net Income. This change had the effect of increasing Adjusted Net Income by $240.9 million and was primarily caused by the favorable effects of U.S. tax reform. See “—Factors and Current Trends Affecting Our Business and Results of Operations—Tax reform was enacted in the United States.” Additionally, we experienced growth of $68.8 million in Adjusted EBITDA as previously discussed. These growth factors were partially offset by a $177.0 million increase in interest expense caused by our 2016 and 2017 debt refinancings and a $5.6 million increase to depreciation with the inclusion of VWR’s operating results for 41 days in 2017.

 

75


Table of Contents

Management EBITDA — segment results

For the Americas and Europe, the increase in Management EBITDA was primarily due to the inclusion of 41 days of results from the VWR Acquisition.

For the Americas, the other decrease in Management EBITDA was caused by the weak first quarter results previously discussed.

For Europe, the other increase primarily reflects benefits from the consolidation of production facilities in the Netherlands and Poland.

For corporate, the other increase reflects cost synergies from integrating the organizations in the fourth quarter of 2017, as well as restructuring initiatives prior to the VWR Acquisition.

Reconciliations of Non-GAAP Financial Measures

As previously noted, we supplement our results of operations determined in accordance with GAAP with certain non-GAAP financial measurements that are used by management, and which we believe are useful to investors, creditors and others as supplemental operational measurements to evaluate our financial performance. These measurements should not be considered in isolation or as a substitute for reported GAAP results because they may include or exclude certain items as compared to similar GAAP-based measurements, and such measurements may not be comparable to similarly-titled measurements reported by other companies. Rather, these measurements should be considered as an additional way of viewing aspects of our operations that provide a more complete understanding of our business. We strongly encourage readers to review our consolidated financial statements included elsewhere in this prospectus in their entirety and not rely solely on any one single financial measurement. See “Presentation of Certain Financial Measures.”

 

76


Table of Contents

The following table presents the reconciliation of net loss to non-GAAP measures for the three months ended March 31, 2019 and 2018 and for the years ended December 31, 2018, 2017 and 2016:

 

     Three months
ended March 31,
    Year ended December 31,  
(in millions)    2019     2018     2018     2017     2016  

Net loss(1)

   $ (6.2   $ (41.2   $ (86.9   $ (145.3   $ (80.7

Amortization(1)

     78.6       82.6       321.3       65.2       31.9  

Net foreign currency loss from financing activities(2)

     6.2       6.9       6.5       5.5       0.4  

Gain on derivative instruments(3)

     —         —         —         (9.6     —    

Other share-based compensation expense(4)

     —         —         (0.7     26.6       86.6  

Restructuring and severance charges(5)

     5.5       7.5       81.2       29.6       11.1  

Purchase accounting adjustments(6)

     (0.8     10.3       (1.0     41.8       4.5  

Transaction fees to New Mountain Capital(7)

     —         —         —         192.5       27.3  

Executive departures(8)

     —         —         4.5       —         —    

Impairment charges(9)

     —         —         2.9       5.0       —    

VWR transaction expenses(10)

     0.7       (0.1     0.4       40.7       —    

VWR integration and planning expenses(11)

     5.6       7.3       35.8       33.0       —    

Other transaction and integration expenses(12)

     —         —         1.1       25.0       11.5  

Debt refinancing fees(13)

     —         —         —         3.1       4.7  

Environmental remediation costs(14)

     —         —         —         —         4.6  

Income tax benefit applicable to pretax adjustments(15)

     (21.4     (25.9     (104.9     (155.7     (71.6
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Net Income

     68.2       47.4       260.2       157.4       30.3  

Interest expense(1)

     128.6       128.3       523.8       257.3       80.3  

Depreciation(1)

     19.7       19.2       83.3       34.0       28.4  

Income tax provision (benefit) applicable to Adjusted Net Income(16)

     31.5       22.0       78.0       (159.2     81.7  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

     248.0       216.9       945.3       289.5       220.7  

Business performance improvement programs(17)

     1.5       0.6       7.1       0.3       6.5  

Ongoing share-based compensation expense(18)

     4.8       4.5       19.1       21.6       12.1  

Write-offs of working capital and other assets(19)

     7.5       —         22.1       —         1.0  

Long-term incentive plan(20)

     2.4       0.8       9.6       3.2       1.5  

Other(21)

     1.2       1.9       2.8       9.4       8.4  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Management EBITDA

     265.4       224.7       1,006.0       324.0     $ 250.2  
  

 

 

         

 

 

 

Pro forma adjustment for VWR(22)

     —         —         —         492.7    

Pro forma adjustment for projected synergies(23)

     27.6       45.2       145.1       219.0    
  

 

 

   

 

 

   

 

 

   

 

 

   

Covenant EBITDA

   $ 293.0     $ 269.9     $ 1,151.1     $ 1,035.7    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

(1)

Represents amounts as determined under GAAP.

(2)

Represents remeasurement of various foreign-denominated borrowings into functional currencies. Our U.S. subsidiaries carry a significant amount of euro-denominated debt, and many of our subsidiaries borrow and lend with each other in foreign currencies. For 2018, 2017 and the three months ended March 31, 2019 and 2018, the foreign currency losses were primarily caused by unhedged intercompany loans receivable ranging from €190 million and €250 million.

(3)

Represents the realized gain on foreign currency forward contracts used to hedge pre-acquisition changes in the value of VWR’s euro-denominated loans.

(4)

Represents expenses related to remeasuring legacy NuSil awards at fair value on a recurring basis and modification of share-based awards caused by the legal entity restructurings in November 2017 and September 2016. These expenses fluctuated significantly across the periods due to the increases in the value of our business following business combinations.

 

77


Table of Contents
(5)

The following table presents restructuring and severance charges by plan:

 

    Three months
ended March 31,
     Year ended December 31,  
(in millions)     2019         2018          2018          2017          2016    

Global value capture program

  $ 5.1     $ 5.6      $ 78.3      $ 17.5      $ —    

Other

    0.4       1.9        2.9        12.1        11.1  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total

  $ 5.5     $ 7.5      $ 81.2      $ 29.6      $ 11.1  
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

See “Factors and Current Trends Affecting Our Business and Results of Operations—We are implementing a significant global value capture program” for additional information about the global value capture program. Other includes three smaller plans for VWR, NuSil and legacy Avantor and other non-plan initiatives.

 

(6)

Represents reversals of the short-term impact of purchase accounting adjustments on earnings, the most significant of which was the increase to cost of sales that resulted from valuing VWR’s inventory at fair value in purchase accounting. Also includes the earnings impact of remeasuring contingent consideration to fair value on a recurring basis.

 

(7)

Represents transaction fees paid to New Mountain Capital. Pursuant to the terms of their advisory agreement with us, New Mountain Capital earned a fee equal to 2% of the value of each of our three debt refinancings and the VWR Acquisition. See “Certain Relationships and Related Party Transactions.”

 

(8)

Represents severance payments made to former executives that were not included in a restructuring program.

 

(9)

Represents the write-off of property, plant and equipment related to a legacy research and development facility in 2018 and the write-off of property, plant and equipment and inventory related to a discontinued product line in 2017.

 

(10)

Represents direct expenses incurred to consummate the VWR Acquisition.

 

(11)

Represents expenses incurred related to planning and integration of VWR.

 

(12)

The following table presents the components of our other transaction and integration expenses:

 

     Year ended December 31,  
(in millions)      2018          2017          2016    

Unconsummated equity offering

   $ —        $ 19.9      $ 5.0  

NuSil-related integration expenses

     —          5.1        3.4  

Other transaction expenses

     1.1        —          3.1  
  

 

 

    

 

 

    

 

 

 

Total

   $ 1.1      $ 25.0      $ 11.5  
  

 

 

    

 

 

    

 

 

 

 

(13)

Represents non-capitalized fees incurred to refinance our debt in March 2017, September 2016 and June 2016, excluding transaction fees paid to New Mountain Capital.

 

(14)

Represents establishment of a multi-year environmental remediation liability to remediate soil and groundwater conditions at our Gliwice, Poland manufacturing facility.

 

(15)

Represents the tax benefit or provision associated with the reconciling items between net loss and Adjusted Net Income. To determine the aggregate tax effect of the reconciling items, we utilized statutory income tax rates ranging from 0% and 35%, depending upon the applicable jurisdictions of each adjustment.

 

(16)

Represents the difference between income tax expense or benefit as determined under GAAP and the income tax benefit applicable to pretax adjustments.

 

78


Table of Contents
(17)

Represents consultant and employee expenses to implement commercial operating improvements including optimization of our global manufacturing footprint, strategic pricing initiatives and manufacturing productivity.

 

(18)

Primarily represents expense related to stock options and optionholder awards that vest based on continuing employee service.

 

(19)

Substantially represents the reduction of inventory to net realizable value in accordance with GAAP, but also includes immaterial write-offs of trade accounts receivable and property, plant and equipment.

 

(20)

Represents cost of cash-based compensation programs awarded to key employees that vest at the end of three-year periods through December 31, 2020 with continuing service.

 

(21)

Represents non-recurring tax payments, customer rebates, non-cash pension charges, consulting projects, advisory fees and other immaterial items.

 

(22)

Represents the incremental results attributable to VWR as if the VWR Acquisition had been completed on January 1, 2017, as permitted by our debt covenants.

 

(23)

Reflects estimated cost synergies to be generated by our global value capture program, as permitted by our debt covenants. As of December 31, 2018, we believe that we have captured $112 million of annualized cost synergies as a result of the program and we have plans to capture an additional $117 million. We currently expect that all synergies and cost savings will be fully realized by 2021. See “—Factors and Current Trends Affecting Our Business and Results of Operations—We are implementing a significant global value capture program.” We may not continue to realize the cost savings we benefited from in 2018, and the cost savings we expect in future periods from the actions we took in 2018 may not be realized in full or at all. See “Risk Factors—We have implemented a significant global value capture program.”

 

79


Table of Contents

The following table presents quarterly reconciliations of net income or loss to non-GAAP measures for the quarters in the year ended December 31, 2018:

 

     Year ended December 31, 2018  
(in millions)    First
quarter
    Second
quarter
    Third
quarter
    Fourth
quarter
    Total  

Net loss (benefit)

   $ (41.2   $ (26.9   $ 34.5     $ (53.3   $ (86.9

Amortization

     82.6       80.5       79.4       78.8       321.3  

Net foreign currency loss from financing activities

     6.9       (10.1     3.4       6.3       6.5  

Other share-based compensation benefit(1)

     —         —         —         (0.7     (0.7

Restructuring and severance charges(2)

     7.5       32.9       16.7       24.1       81.2  

Purchase accounting adjustments

     10.3       (3.4     (4.1     (3.8     (1.0

Executive departures

     —         2.3       0.1       2.1       4.5  

Impairment charges

     —         1.9       —         1.0       2.9  

VWR transaction expenses

     (0.1     0.5       —         —         0.4  

VWR integration and planning expenses

     7.3       6.6       5.1       16.8       35.8  

Other transaction and integration expenses

     —         —         1.1       —         1.1  

Income tax benefit applicable to pretax adjustments

     (25.9     (27.0     (24.6     (27.4     (104.9
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Net Income

     47.4       57.3       111.6       43.9       260.2  

Interest expense

     128.3       130.2       130.2       135.1       523.8  

Depreciation

     19.2       19.9       21.9       22.3       83.3  

Income tax provision (benefit) applicable to Adjusted Net Income

     22.0       30.4       (8.8     34.4       78.0  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

     216.9       237.8       254.9       235.7       945.3  

Business performance improvement programs

     0.6       2.7       3.1       0.7       7.1  

Ongoing share-based compensation expense

     4.5       4.2       5.8       4.6       19.1  

Write-offs of working capital and other assets

     —         —         0.2       21.9       22.1  

Long-term incentive plan

     0.8       4.6       2.7       1.5       9.6  

Other

     1.9       0.8       1.5       (1.4     2.8  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Management EBITDA

     224.7       250.1       268.2       263.0       1,006.0  

Pro forma adjustment for projected synergies

     45.2       38.3       32.4       29.2       145.1  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Covenant EBITDA

   $ 269.9     $ 288.4     $ 300.6     $ 292.2     $ 1,151.1  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Note:

See footnotes 1 through 23 under “—Reconciliations of Non-GAAP Financial Measures” for descriptions of the reconciling items noted above to the extent not described below.

 

(1)

Represents expenses related to remeasuring legacy NuSil awards at fair value on a recurring basis.

(2)

The following table presents restructuring and severance charges by plan:

 

     Year ended December 31, 2018  
(in millions)    First
quarter
     Second
quarter
     Third
quarter
     Fourth
quarter
     Total  

Global value capture program

   $ 5.6      $ 32.6      $ 16.6      $ 23.5      $ 78.3  

Other

     1.9        0.3        0.1        0.6        2.9  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 7.5      $ 32.9      $ 16.7      $ 24.1      $ 81.2  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

    

See “Factors and Current Trends Affecting Our Business and Results of Operations—We are implementing a significant global value capture program” for additional information about the global value capture program. Other includes three smaller plans for VWR, NuSil and legacy Avantor and other non-plan initiatives.

 

80


Table of Contents

Other Financial Data

The following table presents the reconciliation of VWR as previously reported to Baseline 2017 VWR:

 

     VWR as
previously
reported
     Reconciling items     Baseline 2017
VWR
 

(in millions)

   Nine months
ended
September 30,
2017
     VWR
51 days ended
November 21,
2017
    Segment
allocation
    Pre-
acquisition
sales to VWR
    324 days ended
November 21,
2017
 

Net sales:

           

Americas

   $ 2,136.8      $ 410.1     $ —       $ (48.3   $ 2,498.6  

EMEA-APAC

     1,372.8        284.5       (1,657.3     —         —    

Europe

     —          —         1,557.2       (4.6     1,552.6  

AMEA

     —          —         100.1       —         100.1  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 3,509.6      $ 694.6     $ —       $ (52.9   $ 4,151.3  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Operating income:

           

Gross profit

   $ 984.8      $ 195.8     $ —       $ —       $ 1,180.6  

Operating expenses

     739.5        207.4       —         —         946.9  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 245.3      $ (11.6   $ —       $ —       $ 233.7  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA(1)

   $ 383.7      $ 77.3     $ —       $ —       $ 461.0  

Management EBITDA:

           

Not allocated

   $ 393.4      $ 75.1     $ (468.5   $ —       $ —    

Americas

     —          —         322.9       —         322.9  

Europe

     —          —         183.7       —         183.7  

AMEA

     —          —         14.3       —         14.3  

Corporate

     —          —         (52.4     —         (52.4
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 393.4      $ 75.1     $ —       $ —       $ 468.5  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

81


Table of Contents

 

(1)

The following table reconciles VWR’s net income to Adjusted EBITDA and VWR as previously reported to Baseline 2017 VWR:

 

     VWR as
previously
reported
     Reconciling
item
     Baseline 2017
VWR
 
(in millions)    Nine months
ended
September 30,
2017
     VWR
51 days ended
November 21,
2017
     324 days
ended
November 21,
2017
 

Net income (loss)(a)

   $ 124.6      $ (31.6    $ 93.0  

Interest expense(a)

     61.1        51.7        112.8  

Income tax expense(a)

     64.4        (30.0      34.4  

Depreciation and amortization(a)

     108.0        20.7        128.7  

Net foreign currency loss (gain) from financing activities(b)

     5.0        (0.7      4.3  

Gain on derivative instruments(c)

     (9.7      —          (9.7

Other share-based compensation expense(d)

     —          34.0        34.0  

Restructuring and severance charges(e)

     9.8        1.1        10.9  

Purchase accounting related adjustments(f)

     2.1        0.1        2.2  

VWR integration and planning(g)

     —          31.5        31.5  

VWR transaction expenses(g)

     18.4        0.5        18.9  
  

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

     383.7        77.3        461.0  

Ongoing share-based compensation(h)

     9.7        1.9        11.6  

Other

     —          (4.1      (4.1
  

 

 

    

 

 

    

 

 

 

Management EBITDA

   $ 393.4      $ 75.1      $ 468.5  
  

 

 

    

 

 

    

 

 

 

 

  (a) 

Represents amounts as determined under GAAP.

  (b) 

Represents remeasurement of various foreign-denominated borrowings into functional currencies. VWR’s U.S. subsidiaries carried a significant amount of euro-denominated debt, and many of its subsidiaries borrowed and lent with each other in foreign currencies.

  (c) 

Represents the realized gain caused by the settlement of interest rate swaps in anticipation of the VWR Acquisition.

  (d) 

Represents the immediate vesting of VWR’s share-based awards pursuant to a change in control clause triggered by the VWR Acquisition.

  (e) 

Represents charges for the legacy VWR 2016 restructuring plan.

  (f) 

Represents the earnings impact of remeasuring contingent consideration to fair value on a recurring basis.

  (g) 

See footnotes 10 and 11 to the table included under “—Reconciliations of Non-GAAP Financial Measures.”

  (h) 

Primarily represents expense related to stock options that vested based on continuing employee service.

 

82


Table of Contents

The following table presents certain calculations of the changes to gross margin:

 

(dollars in millions)    Gross
profit
     Net sales      Gross
margin
 

Year ended December 31, 2017

   $ 432.8      $ 1,247.4        34.7 %(A) 

Baseline 2017 VWR

     1,180.6        4,151.3        28.4
  

 

 

    

 

 

    

Subtotal

     1,613.4        5,398.7        29.9 %(B) 

Combined change

     206.4        465.6     
  

 

 

    

 

 

    

Year ended December 31, 2018

   $ 1,819.8      $ 5,864.3        31.0 %(C) 
  

 

 

    

 

 

    

Calculation of Baseline 2017 VWR

        (B) - (A)        (480 )bps 

Calculation of Combined Change

        (C) - (B)        110  bps 

The following table presents quarterly net sales:

 

(in millions)    First
quarter
     Second
quarter
     Third
quarter
     Fourth
quarter
     Total  

Year ended December 31, 2018:

              

Avantor, Inc.

   $ 1,418.3      $ 1,477.9      $ 1,494.2      $ 1,473.9      $ 5,864.3  

Year ended December 31, 2017:

              

Avantor, Inc.

     151.8        182.9        183.0        729.7        1,247.4  

Baseline 2017 VWR

     1,125.1        1,159.3        1,180.6        686.3        4,151.3  

Liquidity and Capital Resources

We fund short-term cash requirements primarily from operating cash flows and unused availability under our credit facilities. Most of our long-term financing is from indebtedness.

Our most significant contractual obligations are scheduled principal and interest payments for indebtedness. We also have obligations to make payments under operating leases, to purchase certain products and services and to fund pension obligations. In addition to contractual obligations, we use cash to fund capital expenditures and taxes. We have also used significant amounts of cash to fund distributions and debt refinancing fees, but we do not anticipate this going forward due to new restrictions imposed by our indebtedness. Changes in working capital may be a source or a use of cash depending on our operations during the period.

We expect to fund our long-term capital needs with cash generated by operations and availability under the Revolving Facilities (as defined below). See “—Indebtedness.” Although we believe that these sources will provide sufficient liquidity for us to meet our long-term capital needs, our ability to fund these needs will depend to a significant extent on our future financial performance, which will be subject in part to general economic, competitive, financial, regulatory and other factors that are beyond our control.

We believe that cash generated by operations, together with available liquidity under our credit facilities, will be adequate to meet our current and expected needs for cash prior to the maturity of our debt, although no assurance can be given in this regard.

 

83


Table of Contents

Liquidity

The following table presents our primary sources of liquidity:

 

     As of
March 31, 2019
 
(in millions)      A/R  
  Facility  
     Revolver      Total  

Unused availability under credit facilities:

        

Current availability

   $ 250.0      $ 250.0      $ 500.0  

Undrawn letters of credit outstanding

     (12.6      (16.7      (29.3

Outstanding borrowings

     (3.0      —          (3.0
  

 

 

    

 

 

    

 

 

 

Unused availability

   $ 234.4      $ 233.3      $ 467.7  
  

 

 

    

 

 

    

Cash and cash equivalents

 

     143.9  
        

 

 

 

Total liquidity

 

   $ 611.6  
  

 

 

 

Our liquidity needs change daily. We manage liquidity needs by utilizing our Revolving Facilities and also by monitoring working capital levels. Our A/R Facility availability also depends upon maintaining a sufficient borrowing base of eligible accounts receivable. We believe that we have sufficient capital resources to meet our daily liquidity needs.

Most of our cash resides outside of the United States. At March 31, 2019, $128.7 million of our cash and cash equivalents was held by our foreign subsidiaries.

Historical cash flows

Three months ended March 31, 2019 and 2018

The following table presents a summary of cash provided by (used in) various activities:

 

     Three months ended March 31,         
(in millions)    2019      2018      Change  

Operating activities:

        

Working capital changes

   $ (20.0    $ (13.8    $ (6.2

All other

     95.0        60.0        35.0  
  

 

 

    

 

 

    

 

 

 

Total

     75.0        46.2        28.8  

Investing activities

     (7.9      (11.8      3.9  

Financing activities

     (106.1      (77.8      (28.3

Capital expenditures

     12.4        12.3        0.1  

Operating activities provided $28.8 million more cash in 2019 primarily due to the decrease in net loss of $35.0 million. This was partially offset by higher cash paid for taxes of $8.2 million and working capital changes of $6.2 million. Non-cash items such as depreciation, amortization and deferred taxes were comparable to 2018.

Investing activities used $3.9 million less cash in 2019 primarily due to $4.5 million of cash received from the sale of property, plant and equipment in 2019. Capital expenditures were comparable across both periods.

Financing activities used $28.3 million more cash in 2019 primarily due to additional repayments of borrowings under credit facilities.

 

84


Table of Contents

Years ended December 31, 2018 and 2017

The following table presents a summary of cash provided by (used in) various activities:

 

     Year ended December 31,      Change  
(in millions)    2018      2017  

Operating activities:

        

Working capital changes

   $ (100.0    $ 72.6      $ (172.6

All other

     300.5        (240.1      540.6  
  

 

 

    

 

 

    

 

 

 

Total

     200.5        (167.5      368.0  

Investing activities

     (23.2      (6,676.0      6,652.8  

Financing activities

     (170.3      6,965.0        (7,135.3

Capital expenditures

     37.7        25.2        12.5  

Operating activities provided cash in 2018 and used cash in 2017, resulting in a $368.0 million increase in cash flows. Excluding working capital changes, operating cash flows increased $540.6 million primarily from VWR’s operating contributions following the acquisition and the absence of a $192.5 million transaction fee paid to New Mountain Capital in 2017, partially offset by a $344.1 million increase in cash paid for interest. Working capital changes used additional cash of $172.6 million, $97.5 million of which was due to accounts receivable growth that followed the growth in net sales and $60.8 million of which was growth in inventory reflecting cyclical stocking of science educational kits for a significant new customer and inventory growth in the AMEA region to improve customer service levels.

Investing activities used $6.7 billion less cash in 2018 compared to 2017, caused primarily by the absence of the $6.6 billion VWR Acquisition in 2017. This was partially offset by higher ongoing capital expenditures due to the acquisition of VWR. The scale of our global business increased significantly and requires us to spend more on an ongoing basis to maintain our capital infrastructure.

Financing activities used cash in 2018 and provided a substantial amount of cash in 2017, resulting in a $7.1 billion decrease to cash flows primarily caused by the absence of significant debt and equity financing that was used to fund the VWR Acquisition and distributions in 2017. We raised $1.8 billion from the issuance of Existing Senior Preferred Stock and warrants and $1.2 billion from the issuance of Existing Junior Convertible Preferred Stock, each net of fees paid. We also raised $4.1 billion from the issuance of Senior Secured Notes and Senior Unsecured Notes and $1.8 billion from an increase in term borrowings under the Senior Secured Credit Facilities as compared to our prior credit facilities. We used these funds primarily to make a $1.7 billion distribution and to fund the VWR Acquisition as noted in the description of investing activities above. Cash outflows for the year ended December 31, 2018 included $185.5 million of debt repayments and $20.5 million of contingent consideration payments related to previous acquisitions.

Years ended December 31, 2017 and 2016

The following table presents a summary of cash provided by (used in) various activities:

 

     Year ended
December 31,
     Change  
(in millions)    2017      2016  

Operating activities:

        

Working capital changes

   $ 72.6      $ (11.5    $ 84.1  

All other

     (240.1      84.4        (324.5
  

 

 

    

 

 

    

 

 

 

Total

     (167.5      72.9        (240.4

Investing activities

     (6,676.0      (29.9      (6,646.1

Financing activities

     6,965.0        (43.5      7,008.5  

Capital expenditures

     25.2        29.9        (4.7

 

85


Table of Contents

Operating activities used cash in 2017 and provided cash in 2016, resulting in a $240.4 million decrease in cash flows. Excluding working capital changes, operating cash flows decreased $324.5 million primarily due to a $165.2 million increase in transaction fees paid to New Mountain Capital and an $82.3 million increase in cash paid for interest. Partially offsetting this, working capital changes provided cash of $84.1 million.

Investing activities used $6.6 billion more cash in 2017 and financing activities provided $7.0 billion more cash, primarily due to the 2017 debt and equity financings to finance a shareholder distribution and fund the VWR Acquisition, each as described above.

Indebtedness

In November 2017, we refinanced substantially all of our debt through our wholly-owned subsidiary Avantor Funding, Inc. As a result, our availability under credit facilities, debt borrowings and interest each significantly increased. We also extended the overall maturity profile of our debt. The refinancing resulted in payments of $283.1 million to fund debt issuance costs, $273.5 million of which was deferred and is being recognized as interest expense through the maturity dates of our debt. We also incurred a loss on extinguishment of debt of $34.6 million. Each of those amounts excludes transaction fees paid to New Mountain Capital.

In connection with the foregoing, Avantor Funding, Inc. entered into (i) a senior secured term facility, or the “Term Loan Facility,” for the borrowing of approximately $3,154.3 million, including a $1,953.1 million U.S. dollar tranche, or the “Dollar Term Loan Facility” and a €1,000 million euro tranche, or the “Euro Term Loan Facility” and (ii) a senior secured revolving credit facility of up to $250.0 million, or the “Revolver” and, together with the Term Loan Facility, the “Senior Secured Credit Facilities,” each with a syndicate of financial institutions led by Goldman Sachs Bank USA, as administrative agent and collateral agent. As of December 31, 2018, we had $232.8 million of additional borrowing capacity under the Revolver (after giving effect to $17.2 million of issued but undrawn letters of credit). The Term Loan Facility and the Revolver mature in November 2024 and November 2022, respectively, and have the terms described under “Description of Indebtedness—Senior Secured Credit Facilities.” In November 2018, Avantor Funding, Inc. entered into a repricing amendment to the Term Loan Facility to lower the applicable interest rate margin for each of the U.S. dollar tranche and the euro tranche.

In addition, in 2017, VWR Receivables Funding, LLC entered into an amended and restated receivables facility (the “A/R Facility” together with Revolver the “Revolving Facilities”) with PNC Bank, National Association, as administrator. The A/R Facility provides us with borrowing capacity in an aggregate principal amount of up to $250.0 million. As of December 31, 2018, we had $133.7 million of additional borrowing capacity thereunder (after giving effect to $12.3 million of issued but undrawn letters of credit). The A/R Facility matures in November 2020 and has the terms described under “Description of Indebtedness—A/R Facility.”

Further, in 2017, Avantor Funding, Inc. issued (i) $1.5 billion aggregate principal amount of 6.000% Senior First Lien Notes due 2024 (the “Dollar Notes”), (ii) €500 million aggregate principal amount of 4.750% Senior First Lien Notes due 2024 (the “Euro Notes” and together with the Dollar Notes, the “Senior Secured Notes”) and (iii) $2 billion aggregate principal amount of 9.000% Senior Notes due 2025 (the “Senior Unsecured Notes”), each in an exempt offering pursuant to Rule 144A and Regulations S under the Securities Act. The Senior Secured Notes and the Senior Unsecured Notes mature in October 2024 and October 2025, respectively, and have the terms described under “Description of Indebtedness-Senior Secured Notes” and “Description of Indebtedness—Senior Unsecured Notes.”

The credit agreement governing the Senior Secured Credit Facilities (the “Credit Agreement”), the purchase agreement governing the A/R Facility (the “A/R Purchase Agreement”) and the indentures governing the Senior Secured Notes (the “Secured Indenture”) and Senior Unsecured Notes (the “Unsecured Indenture” and, together with the Secured Indenture, the “Indentures”) contain a number of affirmative and negative covenants, which we consider to be customary and usual. As of December 31, 2018, we were in compliance with all of these covenants. For more information regarding the terms of our indebtedness, see “Description of Indebtedness.”

 

86


Table of Contents

Among other things, the Credit Agreement and the Indentures restrict the ability of Avantor Funding, Inc. to pay dividends or make other distributions to Avantor, Inc. As of December 31, 2018, substantially all of our net assets were held by our subsidiaries.

In addition, under the Credit Agreement, we are required to satisfy and maintain a consolidated first lien net leverage ratio of 7.35:1.00, in periods when we have drawn more than 35% of our revolving credit facility. To date, the covenant has not yet become applicable. Our continued ability to meet this financial ratio can be affected by events beyond our control, and we may not meet such ratio in the future.

This financial ratio, as well as others including the (i) consolidated interest coverage ratio, consolidated total net leverage ratio and fixed charge coverage ratio, which are utilized, among other things, in the debt incurrence covenants of the Credit Agreement, the Credit Agreement and the Indentures, respectively (ii) consolidated secured net leverage ratio and consolidated total debt ratio, which are utilized, among other things, in the investment covenant of the Credit Agreement and the Indentures, respectively and (iii) consolidated secured debt ratio, which is utilized, among other things, in the liens incurrence covenant of the Indentures, involve the calculation of a non-GAAP financial measure that we refer to in this discussion as “Covenant EBITDA.”

Contractual obligations

The following table presents our contractual obligations at December 31, 2018:

 

     Payments due by period  
(in millions)    Total      Less than
a year
     1-3 years      3-5 years      More than
5 years
 

Debt:(1)

              

Principal(2)

   $ 7,162.9      $ 38.6      $ 171.8      $ 64.8      $ 6,887.7  

Interest(3)

     2,881.8        466.8        923.2        912.0        579.8  

Operating leases

     213.0        44.2        63.3        46.6        58.9  

Purchase obligations(4)

     71.4        23.3        27.7        20.4        —    

Other liabilities:

              

Underfunded pension obligations(5)

     74.1        6.6        13.5        14.7        39.3  

Transition tax payments(6)

     71.1        6.1        12.4        17.8        34.8  

Other

     25.7        8.4        6.3        2.3        8.7  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 10,500.0      $ 594.0      $ 1,218.2      $ 1,078.6      $ 7,609.2  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Includes capital lease obligations, which were not material. To calculate payments for principal and interest, we assumed that variable interest rates, foreign currency exchange rates and outstanding borrowings under the Revolving Facilities were unchanged from December 31, 2018 through maturity.

(2)

Our Senior Secured Credit Facilities would require us to accelerate our principal repayments should we generate excess cash flows, as defined, in future periods.

(3)

In November 2018, we amended our Senior Secured Credit Facilities to reduce the interest rate margins on our euro term loans by 0.50% and our U.S. term loans by 0.25%. We expect the amendment to result in annual interest savings of approximately $10 million.

(4)

Purchase obligations for certain products and services are made in the normal course of business to meet operating needs.

(5)

Represents future pension obligations due to pension plan participants in which the underlying plan liabilities exceed its assets.

(6)

Represents our remaining transition tax obligation due over eight years to transition to the modified territorial tax system under new U.S. income tax legislation.

 

87


Table of Contents

Off-Balance Sheet Arrangements

We do not use special purpose entities or have any other material off-balance sheet financing arrangements except for our receivables facility, letters of credit and operating leases. We enter into these arrangements for ordinary business reasons and believe that they are governed by ordinary commercial terms. For more information, see Notes 13 and 22 to our audited consolidated financial statements included elsewhere in this prospectus.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported throughout the financial statements. Those estimates and assumptions are based on our best estimates and judgment. We evaluate our estimates and assumptions on an ongoing basis using historical experience and known facts and circumstances. We adjust our estimates and assumptions when we believe the facts and circumstances warrant an adjustment. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates.

We consider the policies and estimates discussed below to be critical to an understanding of our financial statements because their application places the most significant demands on our judgment. Specific risks for these critical accounting policies are described in the following sections. For all of these policies, we caution that future events rarely develop exactly as forecast, and such estimates routinely require adjustment.

Our discussion of critical accounting policies and estimates is intended to supplement, not duplicate, our summary of significant accounting policies so that readers will have greater insight into the uncertainties involved in these areas. For a summary of all of our significant accounting policies, see Note 2 to our audited consolidated financial statements included elsewhere in this prospectus.

Estimating the fair value of assets acquired from VWR

In November 2017, we acquired VWR for a purchase price of $6.6 billion. To account for the acquisition, we were required to allocate the purchase price to the assets acquired and liabilities assumed based on their individual fair values with the excess allocated to goodwill.

Estimating fair value requires the use of significant unobservable inputs, or level 3 measurements. Determining these inputs requires us to make significant assumptions and judgments. Those estimates impacted nearly all captions on our consolidated balance sheet and the amount of net sales, cost of sales, depreciation, amortization and income tax expense on our statement of operations. Using different estimates or assumptions would have materially affected our results in 2017 and future periods. For example:

 

   

A one percent decrease to the rate we used to discount future cash flows would have increased the fair value of finite-lived intangible assets by $580 million and increased annual amortization by $25 million; and

 

   

An overall one-year decrease to our estimates of remaining useful lives would have increased annual amortization of our customer relationships by $11 million and annual depreciation of our property, plant and equipment by $17 million.

All purchase accounting estimates are determined as of the acquisition date and are not adjusted for future developments. However, any differences between acquisition-date estimates and actual future results could impact other subsequent accounting under GAAP, such as the results of future impairment tests.

Accounting for changes to income tax laws

Income tax laws change from time to time. The effect of a change in tax law on deferred tax assets and liabilities is recognized as a cumulative adjustment to income tax expense or benefit in the period of enactment.

 

88


Table of Contents

The effect of a change in tax law on the income tax expense or benefit itself is recognized prospectively for the applicable tax years.

In December 2017, tax reform legislation was enacted in the United States. The new legislation included a broad range of corporate tax reforms, some of which were very complex. The new legislation caused us to recognize a provisional income tax benefit of $126.7 million for 2017 and an additional benefit of $29.5 million when we finalized our accounting for tax reform in 2018. Additional details are included in Note 19 to our audited consolidated financial statements included elsewhere in this prospectus.

Testing goodwill and other intangible assets for impairment

As a result of the VWR Acquisition, we carry significant amounts of goodwill and other intangible assets on our consolidated balance sheet. At December 31, 2018, the combined carrying value of goodwill and other intangible assets, net of accumulated amortization and impairment charges, was $7.4 billion or 74% of our total assets.

Required annual assessment

On October 1 of each year, we perform annual impairment testing of our goodwill and indefinite-lived intangible assets, or more frequently whenever an event or change in circumstance occurs that would require reassessment of the recoverability of those assets. The impairment analysis for goodwill and indefinite-lived intangible assets consists of an optional qualitative test potentially followed by a quantitative analysis. These measurements rely upon significant judgment from management described as follows:

 

   

The qualitative analysis for goodwill and indefinite-lived intangible assets requires us to identify potential factors that may result in an impairment and estimate whether they would warrant performance of a quantitative test;

 

   

The quantitative goodwill impairment test requires us to estimate the fair value of our reporting units. We estimate the fair value of each reporting unit using a weighted average of three valuation methods based on discounted cash flows, market multiples and market references. These valuation methods require management to make various assumptions, including, but not limited to, future profitability, cash flows, discount rates, weighting of valuation methods and the selection of comparable publicly traded companies; and

 

   

The quantitative test for indefinite-lived intangible assets is determined using a discounted cash flow method that incorporates an estimated royalty rate, an estimated discount rate and certain other assumptions.

Our estimates are based on historical trends, management’s knowledge and experience and overall economic factors, including projections of future earnings potential. Developing future cash flows in applying the income approach requires us to evaluate our intermediate to longer-term strategies, including, but not limited to, estimates about net sales growth, operating margins, capital requirements, inflation and working capital management. The development of appropriate rates to discount the estimated future cash flows requires the selection of risk premiums, which can materially impact the present value of future cash flows. Selection of an appropriate peer group under the market approach involves judgment, and an alternative selection of guideline companies could yield materially different market multiples. Weighing the different value indications involves judgment about their relative usefulness and comparability to the reporting unit.

Based on the results of our October 1, 2018 impairment testing, we did not record any impairment charges. Each reporting unit had a fair value that was substantially in excess of the carrying value.

Determination of operating segments and reporting units

Effective October 1, 2018, we established three new reporting units aligned to geographic operating segments based on customer location: Americas, Europe and AMEA. Prior to this, we determined that we had three reporting units aligned to product groups.

 

89


Table of Contents

The determination of operating segments and reporting units requires us to exercise significant judgment, especially in determining (i) the basis of segmentation used by our Chief Executive Officer and segment management at various points in time across the reporting periods; and (ii) whether components of operating segments are economically similar and therefore aggregated. Determining one basis of segmentation versus another fundamentally changes the way economic and other changes will impact individual reporting units; an impairment could be recognized under one basis but not another, or the impairment could be of different magnitudes. If we make a judgment that reporting units are economically dissimilar when in fact they are similar, we will establish more reporting units than necessary. This would put us at a greater risk of goodwill impairment because there will be a smaller portfolio to potentially mitigate specific types of business downturns or other indicators of impairment.

Estimating valuation allowances on deferred tax assets

We are required to estimate the degree to which tax assets and loss carryforwards will result in a future income tax benefit, based on our expectations of future profitability by tax jurisdiction. We provide a valuation allowance for deferred tax assets that we believe will more likely than not go unused. If it becomes more likely than not that a deferred tax asset will be realized, we reverse the related valuation allowance and recognize an income tax benefit for the amount of the reversal. At December 31, 2018, our valuation allowance on deferred tax assets was $197.8 million, most of which relates to foreign net operating loss carryforwards that are not expected to be realized.

We must make assumptions and judgments to estimate the amount of valuation allowance to be recorded against our deferred tax assets, which take into account current tax laws and estimates of the amount of future taxable income, if any. Changes to any of the assumptions or judgments could cause our actual income tax obligations to differ from our estimates.

Accounting for uncertain tax positions

In the ordinary course of business, there is inherent uncertainty in quantifying our income tax positions. We assess income tax positions for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have recorded an amount having greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority assumed to have full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Our reserve for uncertain tax positions was $84.3 million at December 31, 2018, exclusive of penalties and interest. Where applicable, associated interest expense has also been recognized as a component of the provision for income taxes.

We operate in numerous countries under many legal forms and, as a result, we are subject to the jurisdiction of numerous domestic and non-U.S. tax authorities, as well as to tax agreements and treaties among these governments. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events, such as the amount, timing and character of deductions and the sources and character of income and tax credits. Changes in tax laws, regulations, agreements and treaties, currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact upon the amount of current and deferred tax balances and hence our net income.

We file tax returns in each tax jurisdiction that requires us to do so. Should tax return positions not be sustained upon audit, we could be required to record an income tax provision. Should previously unrecognized tax benefits ultimately be sustained, we could be required to record an income tax benefit.

Estimating the fair value of share-based compensation

Our employees have received awards under various share-based compensation plans. Those awards include stock options, restricted stock awards, restricted stock units, stock appreciation rights, mirror units and phantom

 

90


Table of Contents

units. Expense for all of those awards is calculated using a measurement of fair value based on unobservable inputs, a level 3 measurement. Fair value for some of those awards is determined on the grant date and recognized ratably over their vesting term. Fair value for other awards is remeasured at the end of each reporting period.

For awards measured at grant date fair value, we estimate fair value using the Black-Scholes model. This model requires us to make various assumptions with the most significant assumption being the grant date fair value of our shares and the volatility of the stock price. The fair value of our awards may have differed if we had applied different assumptions in the valuation model or if our shares had been traded in a public market. The factors that may impact the grant date fair value of our shares include a change in our customer base, market interest or overall economic conditions. These factors would also have an impact on the volatility of our share price. For example, increasing our expected volatility assumptions by 5% would increase the ongoing expense for our stock options by 10% to 15%.

For awards measured at fair value on a recurring basis, we estimate fair value based upon forecasts and three different valuation methodologies, each of which depends on management making assumptions and judgments. The valuation methodologies include a discounted cash flow approach, a guideline company method and a selected transaction method. In connection with each of these valuation methodologies, we prepare a forecast to project our financial results, identify our terminal growth rate, determine our discount rate, identify comparable companies and transactions, and determine our volatility among other things.

Estimating the fair value of our common stock

We are required to estimate the fair value of the common stock underlying our equity awards in connection with grants of equity awards. The fair value of the common stock underlying our equity awards was determined on each grant date by our Board of Directors, taking into account input from management. In addition, we engaged a third-party independent valuation firm to provide an estimate of fair value of the common stock underlying our equity awards. The analysis performed by the independent valuation firm was based upon data and assumptions provided to it by us and received from third party sources, which the independent valuation firm relied upon as being accurate without independent verification. The advice of the third-party independent valuation firm is one input that our Board of Directors considers for determining fair value of the common stock underlying our equity awards, for which we and our Board of Directors are ultimately and solely responsible. All options to purchase shares of our common stock are intended to be granted with an exercise price per share no less than the fair value per share of our common stock underlying those options on the date of grant, based on the information known to us on the date of grant. The assumptions we use in the valuation models were based on future expectations for the company combined with judgment from our Board of Directors and management.

Our Board of Directors considered various objective and subjective factors, along with input from management, to determine the fair value of our common stock, including but not limited to:

 

   

Our results of operations, current financial position, as well as financial projections for the company, including our levels of available capital resources;

 

   

The valuation and corresponding market multiples of publicly-traded companies in the life sciences and advanced technologies & applied materials industry sectors, as well as recently completed mergers and acquisitions of peer companies;

 

   

The lack of marketability of our common stock as a private company;

 

   

The likelihood of achieving a liquidity event for the holders of our common stock, such as an initial public offering or a sale of our company, given prevailing market conditions;

 

   

Trends and developments in our industry; and

 

   

External market conditions affecting the life sciences and advanced technologies & applied materials industry sectors.

 

91


Table of Contents

In valuing our common stock, our Board of Directors determined the fair value using both the income and market approach valuation methods. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a rate based on our weighted average cost of capital, which is adjusted to reflect the risks inherent in our projected cash flows. The market approach estimates value based on a comparison of the subject company to comparable public companies and target companies involved in mergers and acquisition transactions in a similar line of business. From the comparable companies and/or transactions, a representative market multiple is determined and then applied to the subject company’s financial performance to estimate the value of the subject company.

Application of these approaches involves the use of estimates, judgment and assumptions that are highly complex and subjective, such as those regarding our expected future revenue, expenses, and cash flows, discount rates, market multiples, the selection of comparable companies and the probability of future events. Changes in any or all of these estimates and assumptions, or the relationships between those assumptions, would impact our valuations as of each valuation date and may have a material impact on the valuation of common stock.

For valuations performed after the completion of the contemplated initial public offering, our Board of Directors will determine the fair value of each share of underlying common stock based on the closing price of our common stock as reported on the date of the grant.

Estimating the net realizable value of inventories

We value our inventories at the lower of cost or net realizable value. We regularly review quantities of inventories on hand and compare these amounts to the expected use of each product or product line, which can require us to make significant judgments. If our judgments prove to be incorrect, we may be required to record a charge to cost of sales to reduce the carrying amount of inventory on hand to net realizable value. As with any significant estimate, we cannot be certain of future events which may cause us to change our judgments.

In December 2018, we determined that market conditions deteriorated for a specialty product line we formerly manufactured and divested as part of our global value capture program. As a result, we no longer believe that we will be able to recover any of the cost of the manufactured inventory still on hand. We recorded a non-cash restructuring loss of $20.2 million in the fourth quarter of 2018 to reduce the value of those inventories to zero.

Quantitative and Qualitative Disclosures About Market Risk

Foreign currency exchange rate risk

While we report our consolidated financial statements in U.S. dollars, a significant portion of the underlying operations are denominated in foreign currencies, principally the euro but also the British pound sterling and many others. Changes to foreign currency exchange rates expose us to the risk of: (i) changes to our earnings from the remeasurement of foreign-denominated financing; (ii) changes to earnings from the translation of our foreign operations into U.S. dollars; and (iii) changes to the reported value of our cash and cash equivalents.

Our U.S. subsidiaries carry significant amounts of euro-denominated debt, and many of our subsidiaries carry foreign currency denominated intercompany borrowing arrangements. We remeasure these positions into local currencies each period, and the effect is recognized immediately in earnings. Our foreign currency denominated intercompany borrowing exposure at December 31, 2018 was €250 million of unhedged intercompany loans receivable. A one percent decrease to the price of the euro in U.S. dollars at December 31, 2018 would have required us to reduce our 2018 pretax income by $2.8 million.

Changes to foreign currency exchange rates could favorably or unfavorably affect our operating results. For example, during times of a strengthening U.S. dollar, our reported international sales and earnings will be reduced because local currencies will translate into fewer U.S. dollars. For the year ended December 31, 2018, a $0.01 change in the exchange rate from U.S. dollars to euros would have resulted in $0.9 million and $1.7 million changes to net loss and Adjusted EBITDA, respectively.

 

92


Table of Contents

Most of our cash and cash equivalents are denominated in foreign currencies. At December 31, 2018, a 1% increase in the value of U.S. dollar compared to all other foreign currencies would have caused our cash and cash equivalents to decrease by $1.6 million.

Interest rate risk

We carry a significant amount of debt that exposes us to interest rate risk. A significant portion of our debt consists of variable-rate instruments. We have also issued fixed-rate secured and unsecured notes. None of our other financial instruments are subject to material interest rate risk.

At December 31, 2018, we had borrowings of $3.0 billion under our Senior Secured Credit Facilities and our A/R Facility. Borrowings under these facilities bear interest at variable rates based on prevailing LIBOR and EURIBOR rates in the financial markets. Changes to those market rates affect both the amount of cash we pay for interest and our reported interest expense. Our euro term loans include a zero percent floor on EURIBOR, which has been negative, so the floor provides a partial hedge of our variable interest rate risk on that loan. At December 31, 2018, a 100 basis point increase to the applicable variable rates of interest would have increased the amount of interest by $25.9 million per annum.

Our Senior Secured Notes and Senior Unsecured Notes bear interest at fixed rates, so their fair value will increase if interest rates fall and decrease if interest rates rise. At December 31, 2018, a 100 basis point decrease in the market rate of interest for the notes would have increased their aggregate fair value by $207.2 million.

 

93


Table of Contents

BUSINESS

Company Overview

We are 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 comprehensive offerings, which include materials & consumables, equipment & instrumentation and services & specialty procurement, are relied upon by our customers, often on a recurring basis, because they are frequently specified into their research, development and production processes. These processes are commonly organized into “workflows” that define the activities our customers perform each day. We collaborate closely with our customers to enable them to develop new innovative products, lower their development and production costs, improve product or process performance characteristics, and enhance the safety and reliability of the drugs, devices and other products they produce. In addition to relying on our products, many customers depend upon our services. Some of these services are performed by approximately 1,400 of our associates that are co-located with certain customers, working side-by-side with their scientists every day. Our local presence combined with our global infrastructure enable and promote successful relationships with our customers and connect us to over 240,000 of their locations in over 180 countries. Our mission is to set science in motion to create a better world.

The depth and breadth of our portfolio provides our customers a comprehensive range of products and services and allows us to create customized and integrated solutions for our customers. Selected offerings sold to our customers in discovery, research, development and production processes include:

 

   

Materials & consumables: Ultra-high purity chemicals and reagents, lab products and supplies, highly specialized formulated silicone materials, customized excipients, customized single-use assemblies, process chromatography resins and columns, analytical sample prep kits and education and microbiology and clinical trial kits. In 2018, 33% of our revenues were from sales of proprietary materials & consumables and 40% of our revenues were from third-party materials & consumables;

 

   

Equipment & instrumentation: Filtration systems, virus inactivation systems, incubators, analytical instruments evaporators, ultra-low-temperature freezers, biological safety cabinets and critical environment supplies; and

 

   

Services & specialty procurement: Onsite lab and production, clinical, equipment, procurement & sourcing and biopharmaceutical material scale-up and development.

We have deep expertise in developing, customizing, manufacturing and supplying products for a wide variety of workflows, allowing us to provide tailored solutions throughout the lifecycle of our customers’ products. In aggregate, we provide approximately six million products, including products we make as well as products from approximately 4,000 core suppliers across the globe. We manufacture products that meet or exceed the demanding requirements of our customers across a number of highly-regulated industries. Our high-purity and ultra-high purity products, such as our J.T.Baker and SeaStar brand chemicals, are trusted by life sciences and electronic materials customers around the world and can be manufactured at purity levels as stringent as one part-per-trillion. Similarly, our NuSil brand of high-purity, customized silicones has been trusted for more than thirty years by leading medical device manufacturers and aerospace companies.

We complement our products with a range of value-added services. Each day, our onsite service associates work side-by-side with our customers to support their workflows. This close proximity to our customers and their workflows allows our associates to develop insights into how to serve them better. In certain cases, customers choose to fully leverage our value-added services and expertise by outsourcing specialized workflows entirely to us, further connecting us to their operations and allowing us to identify new business opportunities. We believe our growing services offering is a competitive advantage that further differentiates us from our competitors, deepens our relationships with current customers and enhances our ability to reach new ones.

We employ a differentiated innovation model that is informed by our embedded relationships with our customers and enables us to anticipate and align our innovation efforts with our customers’ priorities. We engage

 

94


Table of Contents

with our customers early in their product development cycles through our 300-person innovation team to advance our customers’ programs from research and discovery through development and commercialization. At each step of our customers’ workflows, we share our scientific and workflow expertise to help deliver incremental and sustainable improvements to existing customer products and processes. These projects include enhancing product purity and therefore its performance characteristics, improving product packaging and streamlining workflows. Our strategic initiatives include the development of new products in emerging areas of science such as cell and gene therapy. We currently have approximately 1,400 innovation projects with our customers that address process improvements for existing products and potential significant new opportunities for us to support.

We are a strategic partner to a diverse and sophisticated customer base with stringent quality and regulatory demands. Our ability to customize products and processes at scale while meeting these quality and regulatory requirements and the embedded nature of our business model have made us an integral part of our customers’ development programs and broader supply chain. We are incorporated in over 800 of our customers’ MAFs and DMFs that are registered with regulatory authorities around the world. Additionally, we are able to meet the exacting quality and regulatory requirements of our advanced technologies & applied materials customers, including semiconductor manufacturers, by providing materials at purity levels as stringent as one part-per-trillion. We have developed long-standing relationships with a global customer base, and generated approximately 36% of our revenues for the year ended December 31, 2018 from customers with whom we have 15+ year relationships. In total, in 2018 we believe we served established leaders and emerging innovators across each of the industries we serve:

 

 

LOGO

The combination of our innovation centers and manufacturing facilities empowers us to support our customers from the earliest stages of their product innovation to commercial manufacturing, and provides us multiple opportunities to serve as a critical partner to them. Our eight regional innovation centers located in five different countries (including four currently operating in the AMEA region and a fifth which we expect to be operational in mid-2019), allow us to efficiently support the product development needs of our diverse customer base. In addition, we have 27 manufacturing facilities, 13 of which are cGMP compliant and 12 of which are regulated by the FDA or comparable foreign regulatory authorities. Led by our globally recognized VWR brand, we have approximately 150 sales and distribution centers strategically located to promote supply chain efficiency, enabling us to deliver orders virtually anywhere in the world, often within 24 to 48 hours. We employ approximately 3,800 sales and sales support professionals around the world who are focused on serving our customers through a local presence. Our professionals’ comprehensive industry-specific knowledge is supplemented by our leading online customer platform which affords current and potential customers a rich, informative and customized user experience and allows us to better address a global customer base. Many customers choose to directly integrate their ordering activity with our online platform. We have over 2,500 integrated connections with our customers and approximately 1,000 integrated connections with our suppliers to simplify and expedite their transactions with us. In 2018, approximately 45% of our revenues came from our digital channels.

In 2018, we recorded net sales of $5,864.3 million, net loss of $86.9 million, Adjusted EBITDA of $945.3 million and Adjusted Net Income of $260.2 million. Approximately 85% of our revenues were from offerings that are recurring in nature. In addition, for the three months ended March 31, 2019, we have recorded net sales

 

95


Table of Contents

of $1,480.1 million, net loss of $6.2 million, Adjusted EBITDA of $248.0 million and Adjusted Net Income of $68.2 million. For the definitions of Adjusted EBITDA and Adjusted Net Income and reconciliations of these measures from net loss, please see “Summary—Summary Historical Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reconciliations of Non-GAAP Financial Measures.”

Our Competitive Strengths

Our customer-centric business model, combined with our deep understanding of our customers’ workflows, allows us to differentiate ourselves in the marketplace and is at the core of our competitive advantage. We believe the following competitive strengths provide the foundation for our position as the partner of choice for mission critical products and services to our customers:

Trusted Partner With Deep Customer Relationships. Our end-to-end integrated workflow platform and our ability to partner at every stage of research, development and commercialization have led to deep, embedded customer relationships. Approximately 1,400 of our associates are co-located with certain customers, working side-by-side with their scientists every day. We have collaborated with and supported many of our strategic global accounts for decades, and approximately 36% of our revenue for the year ended December 31, 2018 was generated by customers with whom we have maintained relationships for over 15 years. We serve large, multinational customers through our dedicated Strategic Partners group, which deepens our relationship with these customers and allows us to support their critical workflows throughout their global operations. We also hold strong positions with many smaller and emerging companies. For example, through our 20-year, relationship with Biotechnology Innovation Organization (“BIO”), the world’s largest biotech trade association, we are well-positioned to serve as the supplier of choice to many startups and emerging companies. Collectively, the community of innovators we serve through our BIO agreement is one of our largest customers. Regardless of company size or development stage, our customers seek a partner with innovative and comprehensive product offerings, superior quality, advanced manufacturing and skilled technical services to support all of their research, development and commercialization needs. Based on our expertise and experience in these areas, we believe we are a critical partner for our customers.

Customized Offerings to Address Our Customers’ Evolving Needs. We work closely with our customers to provide highly customized formulations across a variety of workflows. Our customization capabilities span the entire spectrum of core customer requirements, including purity, composition, blending, kitting, form factor, packaging, lot size and specialized certifications. In demanding medical device workflows, where customization and precision are essential, our NuSil brand of formulated silicones is trusted by device manufacturers to create healthcare products and implantable devices approved by the FDA. Many of our product brands, such as J.T. Baker, have been specified and trusted for decades in critical biopharma processes as well. Our ability to rapidly customize and innovate has led to significant adoption of our products as we and our customers seek to improve productivity and establish new processes. In addition, many of our products are routinely used in complex and sensitive workflows such as Liquid Chromatography/Mass Spectrometry. Similarly, as the power of Next Generation Sequencing revolutionizes the scientific understanding of biological systems, enhances diagnostics, and screens patients for clinical trials, our strong offering related to sample preparation combined with our evolving digital capabilities enable scientists to tackle complex genomic and clinical research challenges. Our highly specialized and customized development, manufacturing and servicing capabilities also allow us to continue to pursue customized solutions in emerging and innovative therapeutic areas such as cell and gene therapies.

Depth And Breadth of Product and Service Offerings. Our comprehensive portfolio of materials & consumables, equipment & instrumentation and services & specialty procurement enables us to serve some of the most demanding and challenging areas of science. We offer more than six million distinct products that are often required by our customers in many of their most important processes. Our portfolio includes products valued for their exacting purity and performance specifications, some of which we manufacture to

 

96


Table of Contents

purity levels as stringent as one part-per-trillion. In addition, we offer our customers comprehensive value-added services which include lab and production services, clinical services, equipment services, procurement and sourcing services, biopharma material scale-up and development services. We also offer additional services such as research support, DNA extraction, sample prep, compound management and other innovative technical services needed in the laboratory. We are dedicated to bringing new digital insights and capabilities to our customers as we collaborate to cultivate the “lab of the future” – a lab capable of generating and digesting vast amounts of data with IoT devices.

Quality and Regulatory Expertise Drives Customer Loyalty. We serve industries that are subject to rigorous quality, performance and reliability regulations. Our customers rely on us to navigate these requirements while also facilitating their innovation and manufacturing efforts. We have submitted and maintain over 800 MAFs and DMFs with the FDA and comparable local regulatory authorities in nine countries, which simplifies our customers’ medical product approval processes by allowing them to reference our products as part of their own applications. We utilize supply chain transparency and security practices, manufacturing batch tracking, statistical controls, tamper-evident packaging, and multi-compendial product standards to meet our customers’ requirements. In addition, our 13 cGMP facilities and 19 ISO-certified distribution facilities create a distribution and manufacturing network that is designed to meet stringent quality and regulatory requirements. Our quality expertise is highly valued, including in semiconductor manufacturing, where customer demands for precision frequently exceed those in pharmaceuticals, biologics and medical devices. Our manufacturing expertise allows us to utilize the same manufacturing line for all stages of development and commercialization thus reducing customer regulatory burdens as their products progress from the laboratory to full scale production. This differentiated approach allows our customers to bring their products to market faster and more efficiently, and allows us to typically maintain our position over the life of the product given the regulatory requirements as well as the costs and risks involved in substituting our products.

Customer-Centric Innovation Framework. We employ a differentiated innovation model that is informed by our embedded relationships with our customers and enables us to anticipate and align our innovation efforts with our customers’ priorities. Grounded in our business and portfolio strategies, we have a comprehensive innovation system that seamlessly integrates our talent, key processes, functions, infrastructure and metrics. We take a portfolio approach to our activities and focus on both incremental and breakthrough innovation. We will continue to serve the most successful established and emerging companies through:

 

   

Proprietary Product Innovations. We engage with our customers throughout their product lifecycles, including during initial discovery and development activities, to create materials and solutions that meet stringent specifications. We currently have approximately 1,400 innovation projects with our customers that address process improvements for existing products and potential significant new opportunities for us to support.

 

   

Third-Party Product Innovations. We are an important channel for thousands of specialized manufacturers of complex and sophisticated scientific products. Because we are already embedded in key customer workflows and are widely trusted among a broad collection of emerging and established suppliers, we are able to accelerate market acceptance and growth of promising third-party innovations.

 

   

Data and Research Analytics. We are actively engaged in developing advanced, innovative data integration and analytical solutions to support the vast amounts of data being generated by our customers. By relying on our data capabilities and insights, we will allow our customers to continue to focus on their core competencies while also participating in the benefits derived from analyzing and utilizing data.

Global Scale, Strategic Locations and Specialized Infrastructure. We are strategically located close to our global customers to drive supply chain efficiency, minimize customer lead times and navigate a

 

97


Table of Contents

complex network of regulatory requirements. Our highly dispersed customer base often requires access to intensely-regulated materials, which few other companies can address as well as we do given our capabilities and infrastructure. Our global footprint consists of over 200 facilities located in over 30 countries and allows us to deliver our extensive portfolio of products and services to customers nearly anywhere in the world and generally within 24 to 48 hours. We have the expertise and government licenses to manage multiple controlled environments globally, enabling us to safely and in a compliant manner handle highly regulated chemicals and other materials. Our local and regional sales associates, offshore support teams and global export organization are complemented by our multi-language online platform, which can display 17 languages and accept 10 currencies. Our global manufacturing, innovation, sales and customer service locations, combined with our online platform, allow us to provide outstanding service to our customers and enable us to grow.

Attractive Financial Profile and Scalable Operating Platform. We believe we have an attractive business model due to our scale, resilient and recurring revenue base, demonstrated operating leverage, and strong cash flow generation. The cost of our products is often a small percentage of the overall cost of our customers’ workflow, resulting in a resilient business profile. Additionally, for the year ended December 31, 2018, approximately 85% of our sales were from our materials & consumables and services & specialty procurement offerings which we consider to be recurring. By employing ABS, a disciplined approach to continuously unlocking operational efficiencies, we have a demonstrated track record of improving profitability and driving cash flow generation. Our platform is further enhanced by a disciplined approach to M&A that, prior to the VWR Acquisition, historically contributed incremental revenue growth to VWR of approximately 1% to 2% per year by targeting businesses that enhance our workflow solutions, increase our technical capabilities and extend our global reach. Over the past ten years, VWR and Avantor have acquired and successfully integrated approximately 50 businesses.

World-Class Leadership with Proven Ability to Execute at Scale. Our 13-member senior executive team has extensive experience within the life sciences and advanced technologies & applied materials industries globally, and possesses a wide network of industry relationships. Our management team has a proven track record of delivering stable revenue growth, executing on investment plans, achieving margin expansion and driving continuous improvement of global enterprises. Our management team is supported by approximately 12,000 associates around the world who have extensive scientific and commercial experience and enable us to provide our customers with tailored expertise and service.

Our Growth Strategies

We intend to capitalize on our world-class platform and distinctive competitive strengths as we pursue the following growth strategies:

Increase Integration of Our Products and Services Into Customers’ Workflows. Our extensive and long-term relationships with our customers and our embedded position in their workflows provide us with unique insights into their activities and understanding of additional products and services that we could offer to them. We translate these insights and understanding, together with our focus on workflows into a convenient one-stop solution for our customers resulting in a growing volume of business.

Develop New Products and Services. We are continuously expanding our portfolio to provide our customers with additional solutions and further expand our addressable markets. Specifically, we are focusing our efforts to expand our portfolio in:

 

   

Bioproduction. We are broadening our range of process ingredients, serums, reagents, excipients, chromotography resins and single-use assemblies for use in the fast-growing bioproduction sector.

   

Custom Manufactured Products. We are continuing to partner with our customers to create materials and solutions that meet the unique and stringent specifications for their current and future products. We currently have approximately 1,400 customer-directed projects in development at our innovation centers located around the world.

 

98


Table of Contents
   

New Products in High Growth Areas. We are working closely with our sales force and our customers’ R&D teams to understand emerging technologies and regulatory and industry standards that will become critical workflows in high growth industries. This close coordination with customers allows us to make targeted investments in the development of innovative products and solutions, bringing new products and services to market rapidly.

 

   

Service Offerings. We are expanding upon our traditional services, such as specialty procurement, to offer additional innovative, flexible and customized solutions to our global strategic customers. We will continue to expand the scope of our service offerings. In addition, we will increase the complexity, precision and value of our offerings by adding more PhD-level practitioners with a significant level of expertise in particular workflows critical to biopharma and other industries.

 

   

Digital Capabilities. As the volume, velocity and variety of data generated by our customers continue to expand, the ability to organize and analyze this data for actionable insight has become increasingly critical to our customers. We continue to develop digital solutions and tools to help expedite our customers’ understanding of this critical data. Based on the insights we gain as strategic partners, we are building a broad suite of technology-enabled offerings tailored to our customers’ objectives to increase productivity and effectiveness of their research and manufacturing workflows.

Expand in Geographies Expected to Have Outsized Growth. We are focused on expanding our geographic reach and believe certain emerging economies, including China, Southeast Asia and Eastern Europe, offer a strong opportunity for growth. Local demand for our products and solutions in these regions is being driven by increasingly stringent quality and regulatory requirements, the expansion of our customers’ presence, an inadequate local supplier base and a significant increase in local government investment to support innovation in the industries we serve. We have invested in targeted geographies. We have dedicated executive leadership, R&D and sales force headcount to better serve these high growth markets. For example, we established a research and development facility for our electronic materials customers in Taiwan. Further, in the second half of 2019, we expect to open a new technology and development center in Shanghai to support customer innovation. We expect to continue this accelerating growth trend as we capitalize on our local presence and ability to attract new customers and follow existing ones into new geographies.

Continually Enhance Our Global Online Platform. We are continually improving and expanding our multi-lingual online sales platform in order to deliver our complete portfolio of offerings across all workflows. We will focus on enhancing our online platform in order to improve search engine effectiveness, simplify and personalize the user experience though enhancements to our vwr.com website and capture greater wallet share at existing customers and business from new customers. Using advanced analytics, we have also developed digital tools and marketing programs to increase the utility and stickiness of our platform, improve order conversion rates and share better insights with our customers regarding their needs and purchasing behaviors.

Increase Commercial Excellence and Operational Efficiency to Drive Margin Expansion. Operational discipline has been a core business focus at Avantor and VWR historically and continues to be our priority across manufacturing, sales and operational processes. ABS is fundamental to our operational growth strategy. ABS uses a team to drive continuous improvement by improving efficiency throughout our supply chain and increasing our overall productivity. Our associates are committed to running Kaizen events across the business in order to establish disciplined, sustainable processes to enhance our culture. This approach will continue to play a key component in our margin expansion plans going forward and will help drive profitability and cash generation.

Pursue Strategic Acquisitions to Expand our Platform. We have a strong track record of successfully identifying, completing and integrating strategic acquisitions. Our broad platform, global infrastructure and diversified customer base allow us to generate growth and operating leverage through such acquisitions. Our deep understanding of our customers’ objectives provides us with the insight to make

 

99


Table of Contents

highly informed decisions on the acquisitions we should pursue. We have developed internal capabilities to source, evaluate and integrate acquisitions that have created value for stockholders. We intend to continue to pursue opportunistic acquisitions in our existing and adjacent customer segments to accelerate our entry into high-growth markets and geographies as well as add capabilities and workflow solutions.

Industry Overview

We operate primarily in the biopharma, healthcare, education & government and advanced technologies & applied materials industries. We estimate our total addressable market within these industries to be approximately $70 billion in the aggregate in 2018. We expect the total addressable market we serve will grow approximately 5% annually from 2018 to 2020. We expect the convergence of several industry trends to drive increased demand for our products and services:

 

   

Favorable Demographic and Epidemiologic Trends. Healthcare demand is increasing rapidly across most of the world, driven principally by aging populations, an increased prevalence of chronic diseases and improved access to healthcare. In the United States, individuals 65 and older spent three times more on healthcare in 2012 than working-age people between the ages of 19 to 64. At the same time, we expect the percentage of the population aged 65 and older to increase. The Centers for Medicare & Medicaid Services estimates that total healthcare expenditures will go from representing approximately 18% of gross domestic product in 2016 to approximately 20% in 2026, or $5.7 trillion.

 

   

Strong Funding and Externalization of Drug Discovery. R&D activities are accelerating with approximately $200 billion of investment in life sciences being deployed each year by a variety of sources, including governments, startups and large pharmaceutical companies. The increasing contribution of startups to R&D spend is particularly noticeable in the biopharma industry, with more than 100 new companies being founded each year. These companies also control a significant proportion of the new molecules that are in development. These smaller companies often utilize an outsourced R&D model to allow them to focus on their core competencies, access expertise and support more efficiently from partners, and better manage their capital. In parallel, we have seen an increasing trend in R&D outsourcing among large pharmaceutical companies, who are also focused on driving efficiencies in their processes and aim to focus on their key strengths and value generating activities.

 

   

Proliferation of R&D and Development of New Therapeutic Modalities. The rapid, accelerating pace of scientific innovation in the industries we serve is propelling heightened investment in complex and novel research, including new biologic and therapeutic modalities. For example, there has been a proliferation of various targeted therapies and drugs as companies seek to develop new and improve existing therapies and drugs to optimize patient outcomes leading to an increased R&D spend in these areas.

 

   

Emergence of Biosimilars. Biosimilars are rapidly emerging alongside small and large molecule drugs. Based on our evaluation of third-party data, we believe biosimilar sales will exceed $25 billion by 2020.

 

   

Digital Transformation of Science. Scientific research has entered a new era, where the convergence of chemistry, biology and computational science is being utilized to solve complex challenges and create new modalities. The rapid adoption of technologies such as big data and analytics and cloud based solutions represents a meaningful opportunity to automate and optimize mission critical operations and drive competitive differentiation. As the volume, velocity, and variety of data continue to expand, the ability to leverage this data for actionable insight has become increasingly foundational to driving innovation and improving efficiencies in science.

 

   

Positive Research and Development Trends in Advanced Technologies & Applied Materials. The increasing intelligence and mobility of electronic devices coupled with the prevalence of internet access globally are enabling the IoT, a term that describes the massive increase in IP-enabled devices

 

100


Table of Contents
 

connected to the Internet. Continued demand for IoT devices and groundbreaking technological advancements, including artificial intelligence and autonomous cars, are driving demand for improved chip designs that often have smaller feature sizes. These new chips will increase the need for ultra-high purity materials, in higher volumes, that are used in the semiconductor manufacturing processes. In addition, the aerospace & defense industry continues to utilize new technologies and features, which has driven increased spending in this industry.

 

   

Geographic Expansion. Emerging markets represent an attractive growth opportunity given the emerging health needs, increased disposable income of their growing populations and focus on healthcare and innovation by governments in these regions. We expect China and India to significantly increase the amount each spends on healthcare in the future, with China expected to increase investment to make biotech 4% of its GDP by 2020. Chinese venture capital and private equity investment in healthcare reached approximately $20 billion in 2016 and increased to approximately $30 billion in 2017. Biologics only make up 12% of the Chinese market, but are forecasted to grow at a CAGR of more than 16% from 2010 to 2021, compared to approximately 8% in the US. There has been a growing trend where venture capital is buying US intellectual property or molecule licenses for the China market, subcontracting the drug development to Chinese contract research and manufacturing organizations. To respond to the needs in these geographies, many of our customers expanded their operations in these regions resulting in an increased need for our offerings.

 

101


Table of Contents

Our table presents select applications of our products, services and solutions for the customers in each industry we serve:

 

Industry Sectors

   2018 Management
Estimated
Addressable Market(1)
(approximate dollar
amount in billions)
   Management
Estimated CAGR
(2018 – 2020)
 

Select Research, Development and

Manufacturing Applications

Biopharma

     $ 30        7 %  

•  Small molecule pharmaceutical and generic drugs

 

•  Biologics and biosimilars

 

•  Vaccines, cell and gene therapies and blood components

 

Healthcare

     $ 9        5 %  

•  Medical implants, drug delivery devices, non-implantable devices

 

•  Diagnostic tools and consumables

 

Education & Government

    

$

15

    

 

3

%

 

•  Basic and applied science

 

•  Government sponsored research across multiple areas of discovery

 

•  Kits for primary and secondary science education

 

•  Agricultural and environmental testing

 

Advanced Technologies & Applied Materials

 

    

$

15

    

 

4

%

 

•  Semiconductor manufacturing

•  Aerospace & defense

•  Chemical/petroleum

•  Other Industrial

 

    

 

 

      

 

 

   

Total

 

     $ 70        5 %  
    

 

 

      

 

 

   

 

(1)

2018 Management Estimated Addressable Market includes both products and services.

The scientific communities above are served by a number of laboratory product suppliers and distributors. Customers have historically maintained a complex procurement infrastructure to achieve their procurement and resource objectives in order to source their desired products. They are increasingly seeking to eliminate complexity and improve the effectiveness of their supply chain.

 

102


Table of Contents

Our customers are sophisticated, science-driven businesses working across highly technical industries that require innovation and adherence to the most demanding technical and regulatory requirements. The following chart presents net sales from each of our end markets for the year ended December 31, 2018, of which approximately 65% comes from life sciences:

 

 

LOGO
                                                                                      

Biopharma

We offer a range of products and services along every step of the biopharmaceutical production process, from research and development to commercialization. Our offerings are used by biopharmaceutical companies, biotechnology companies, biosimilar companies, generic drug companies and CMOs of all sizes to specifically address their development and manufacturing needs during each phase of a drug’s lifecycle. We are well-positioned to support the emerging needs of science, providing solutions for both traditional small molecule sectors and the growing, more complex large molecule sector. Specifically, our solutions are specified in 80% of the top 20 currently marketed biologic drugs. These drugs make up 50% of the biopharma industry revenue.

We are a trusted partner and serve the top 10 biotech and pharma companies, and have a 20-year relationship with BIO. We believe we are well-positioned to continue growing in this industry. We estimate that our addressable portion of the biopharmaceutical market for 2018 was approximately $30 billion.

Industry Overview

The biopharma industry is comprised of two primary sectors: large molecule and small molecule drugs. Large molecule drugs are produced in living cells, microorganisms or animals by using bioproduction methods. Other cutting-edge techniques are used after production to isolate, purify and prepare these large molecules for therapeutic use. These drugs include antibodies, vaccines, monoclonal antibodies, gene therapies and blood components.

Large molecule drugs are produced in a living cell culture and are highly susceptible to changes in the production process that might lead to variations in yield, quality and composition. As a result, large molecule drugs tend to require more complex and costly manufacturing processes than those used to manufacture traditional pharmaceuticals. The large molecule drug manufacturing process is divided into two critical phases, the upstream production of the protein culture and the downstream purification/formulation process. Upstream bioprocessing steps include fermentation, cell growth and product harvest. Downstream steps include product purification and formulation fill and finish. The upstream process steps are needed to drive yield and product conformity, while the downstream steps relate to purification of the active ingredient followed by formulation of a stable drug.

Small molecule drugs, commonly referred to as “traditional pharmaceuticals,” are chemically synthesized and may also use similar techniques as large-molecule drugs for purification and final dosage preparation. The

 

103


Table of Contents

process of manufacturing small molecule drugs is more predictable than that of large-molecule drugs, as the former are chemically synthesized. This sector contains a well-established generic drug sub-market that provides large volumes of off-patent small molecule pharmaceuticals at significantly reduced prices to patients worldwide.

Large and small molecule drug development is characterized by complex and lengthy research and development processes with strict regulatory requirements. Before a drug is marketed, the drug must go through a regulatory approval process which includes several clinical trials and the submission of an application for approval. In addition to traditional new drug application or biologic license application pathways, there are abbreviated processes to reach FDA approval for generic drugs and biosimilar drugs. The pathway for biosimilars is more complicated than that for generics because the product quality characteristics of the originator molecules are more complex and harder to replicate.

In addition to requiring laboratory products, participants in the biopharma and global life sciences industries also utilize a range of value-added services. These services historically have consisted of stockroom and other operational services performed at customer locations. We believe that these customers are beginning to look to outsource some of the more routine components of their scientific and more complex activities to focus on their core high science research activities.

Regulatory standards have become increasingly stringent in recent years, especially as they relate to the drug manufacturing process and overall supply chain. As a result, biopharma customers look to suppliers who are able to satisfy the industry’s rigorous regulatory and quality standards in all stages, from research and development to full production.

Healthcare

We offer a range of products and services for the medical device industry and diagnostics industry, including inputs to traditional offerings such as medical implantable devices to evolving treatments such as deep brain stimulation used to treat Parkinson’s disease. Our NuSil brand is recognized as a global leader in high-purity silicones used in the manufacture of medical implantable devices, including aesthetic and reconstructive implants, pacemakers and cochlear implants. Our high-purity silicones are also frequently specified into non-implantable medical devices, such as medical-grade tubing, balloons and bladders. Also, we provide medical-grade silicones expertise to customize sustained drug release devices for our pharmaceutical and biologics customers.

Our products and value-added service offerings include medical implants, drug delivery devices, non-implantable devices, and lab equipment onsite services. In addition, we provide reagents across diagnostic chemistries such as hematology, immunology, histology and clinical chemistry to diagnostics companies globally, and diagnostics kits for customers in India and greater Asia.

We are the trusted partners for the top 10 medical device companies and the top 10 diagnostics companies and believe we have the relationships to continue to grow with our customers. We estimate that our addressable portion of the healthcare market for 2018 was approximately $9 billion.

Industry Overview

The medical device industry is focused on providing a range of products, from simple consumables such as surgical gloves to medical implants across a range of applications. These applications include surgical robotics, diabetes, atrial fibrillation, structural heart, neuro, and many others. The medical device industry has many established, large participants as well as a number of fast growing entrants, each fueling innovation and adoption of new technologies. The growth in the industry has been driven by favorable demographics, increased consumer willingness to utilize medical devices, high-tech medical equipment improving patient outcomes and the increasing demand for services from the aging population.

 

104


Table of Contents

The diagnostics industry consists of companies offering in vitro diagnostic tests that utilize reagents, techniques, or instruments for the analysis of specimens such as blood, urine, or tissue with the goal of obtaining a diagnosis from assays in a controlled environment outside a living organism. The diagnostics industry has many established, large participants as well as a number of highly specialized smaller players, for which lack of scale makes product differentiation essential. The evolution of science and adoption of technology are providing tailwinds for market growth in the near future. The genomics revolution is enabling predictive, personalized medicine and targeted therapies. The digitization of diagnostics is driving a new wave of analytics that will bring continued innovation. These innovations are not only increasing the patient’s standard of living, but are also creating data that needs to be processed, analyzed, and applied for broader population health and to meet their evolving needs. At the same time, the standardization and automation of medical diagnostics is rapidly democratizing previously complex testing, potentially increasing the addressable market.

Education & Government

We are a supplier of materials & consumables and equipment & instrumentation used in academic and government research laboratories. We offer a product suite that includes a variety of high-purity products, including HPLC solvents, solutions, salts, separation media and services that are used in these research laboratories.

We work with 19 of the 20 top research universities in both the United States and Europe, and the top 5 largest U.S. government research agencies. We estimate that our addressable portion of the education & government market for 2018 was approximately $15 billion.

Industry Overview

Academic institutions educate the next generation of scientists, and require high quality products and services to ensure their labs are keeping pace with innovation and supporting breakthroughs in research. In addition to higher education, the industry serves both primary and secondary education, delivering laboratory kits and equipment. Organizations such as the National Science Foundation and the National Institute of Health (“NIH”) fund thousands of university and government programs through grants, cooperative agreements, and contracts. In 2018, there was an increase in U.S. academic spending partially as a result of strong NIH funding, which we expect to further increase by 5% in 2019. In Europe, the 2019 EU Budget is implementing an approximately 10% increase in the Horizon 2020 research and innovation program, with the Health, Demographic Change and Wellbeing Budget in particular receiving a 21% increase in 2019.

Advanced Technologies & Applied Materials

Our advanced technologies & applied materials product portfolio is designed to meet our customers’ stringent quality, purity and performance standards in the semiconductor manufacturing, chemicals/petroleum, and aerospace & defense industries. We have a comprehensive product line of solutions and high-purity acids and solvents used in the manufacture of semiconductors and other high precision applications. We also offer an extensive line of specialty space-grade silicone materials to the aerospace & defense industry. These highly customized materials are used in extreme environments, and include adhesives, sealants, coatings and other inputs for various aircraft, satellite and space applications.

We serve 4 of the top 5 global semiconductor manufacturers and 4 of top 5 aerospace & defense contractors, demonstrating our ability to deliver scaled manufacturing and solutions to industry-leading customers. We estimate that our addressable portion of the advanced technologies & applied materials industry for 2018 was approximately $15 billion.

Industry Overview

Semiconductors are ubiquitous in our daily lives, and are present in end-products ranging from automobiles and consumer electronics to computers, industrial systems and a variety of communication devices. Within

 

105


Table of Contents

semiconductors there are two main types of products, logic devices and memory devices, both of which require high-purity chemicals in the production process, including etching and cleaning.

Groundbreaking technological advancements and applications, including artificial intelligence and autonomous cars, are driving overall growth in the advanced technologies & applied materials industries. For example, we believe the demand for semiconductor chips will increase as electronic devices continue to utilize more sophisticated features and components, including internet connectivity and sensors. As these technologies continue to develop and proliferate, our customers will require custom solutions and ultra-high purity materials to meet their manufacturing requirements.

In electronics manufacturing, miniaturization is driving manufacturers to improve chip designs and manufacturing processes. Feature sizes have decreased steadily over the years with companies working on components at or below 10 nanometers in size. As these trends continue, new design innovations will increase the demand for the ultra-high purity and greater volumes of materials that are used in the manufacturing of these products.

In the aerospace & defense industry, we see favorable macro trends with strong defense budgets and increasing NATO funding, as well as strong order patterns for military equipment platforms that incorporate products we make, such as advanced aircraft. In addition to new space and military innovations, legacy platforms are going through an overhaul and upgrade cycle, commonly using various custom silicones and other high-performance materials to improve performance of these outdated systems.

Business Segments

We report financial results on the basis of three geographic segments: the Americas; Europe; and Africa, Middle East and Asia region or (“AMEA”). In each reported region, we sell materials & consumables, equipment & instrumentation and services & specialty procurement. Our products and services are often specified into customer research, development and production workflows in the biopharma, healthcare, education & government and advanced technologies & applied materials industries. As of December 31, 2018, our Americas segment is comprised of 87 facilities located in seven countries. Our Europe segment is comprised of 94 facilities located in 21 countries. Our AMEA segment is comprised of operations located in Asia, the Middle East and Africa, and includes 36 facilities located in seven countries.

The following chart presents the net sales from each of our reportable segments for the year ended December 31, 2018:

 

 

LOGO

Our Products and Services

Our products and services portfolio is comprised of (i) materials & consumables, including proprietary and third-party products; (ii) equipment & instrumentation; and (iii) services & specialty procurement. Our broad product portfolio enhances our customers’ workflows at each stage from discovery through development to commercialization. We complement our products with a range of value-added services, including lab and

 

106


Table of Contents

production services, clinical services, equipment services, procurement and sourcing services, and biopharma material scale-up and development services. Approximately 85% of our revenues were from our products and services offerings which we consider to be recurring in nature.

We use operational data and management assumptions to estimate our revenue by product category for the years ended December 31, 2017, which includes VWR’s results since the VWR Acquisition, and December 31, 2016, which does not include VWR’s results. The following charts present our revenue by product category for the year ended December 31, 2018 and our estimated revenue by product category for the years ended December 31, 2017 and 2016:

 

 

LOGO

  (1)

For the year ended December 31, 2016, the sale of silicones used in implantable devices represented approximately 14% of our revenue.

Materials & Consumables

We serve our customers with proprietary products through a variety of valuable and recognizable brands, including J.T.Baker, NuSil and VWR Chemicals, which have longstanding reputations for purity, quality, reliability and innovation. Our J.T.Baker brand chemicals are trusted by life sciences and electronic materials customers around the world and can be manufactured at purity levels as stringent as one part-per-trillion. Likewise, our NuSil brand of high-purity, customized silicones have been trusted for more than thirty years by leading medical device manufacturers and aerospace companies. Our VWR Chemicals brand encompasses a wide range of laboratory and industrial chemicals manufactured to exacting quality, purity, performance, and packaging specifications. VWR Chemicals are often used by scientists as they perform sensitive analyses in disciplines such as microbiology, cell diagnostics, genomics and proteomics. Other brands in our portfolio include Macron Fine Chemicals, SeaStar, BeneSphera, Rankem, CareSil, POCH and Puritan Products. In aggregate, we provide approximately six million products, including products we make as well as products from approximately 4,000 core suppliers across the globe. Collectively, materials & consumables accounted for 79% of our sales for the year ended December 31, 2018 (33% of proprietary materials & consumables and 40% of third-party materials & consumables).

The table below summarizes key product lines of materials & consumables:

 

    

Illustrative Products

  

Workflow

Applications

Laboratory chemicals and supplies   

•  Acids, salts, reagents and solvents

 

•  Inorganic compound metals

 

•  Bioreagents

 

•  Liquid handling gloves & apparel

 

•  Buffers

   Chemical research and development, analytical testing, pharmaceutical production applications, microelectronic production and microbiological testing; Utilized in the daily operations of labs spanning research and development, testing

 

107


Table of Contents
    

Illustrative Products

  

Workflow

Applications

  

 

•  Glassware, plasticware, pipettes

 

•  Laboratory safety products

 

  

and measurement across multiple industries

 

Bioproduction products and chemicals   

•  Inorganic salts

 

•  Solvents

 

•  Chelating agents

 

•  Surfactants

 

•  High-purity acids

 

•  Buffers

 

•  Reagents

 

  

Biological research and development, quality assurance/quality control testing and Biopharma production applications, genomics, proteomics and cell cultures

 

Biomaterials   

•  Foams, gels and dispersions

  

High purity silicone used in the manufacture of medical implantable devices, such as aesthetic and reconstructive implants, deep brain stimulation devices, pacemakers, and cochlear implants, and non-implantable devices, such as medical-grade tubing, balloons and bladders

 

Advanced Technologies & Applied Materials   

•  Acids, solvents and solutions

 

•  Customized silicone formulations

   Used in the manufacture of semiconductors and other high precision electronic applications. Aerospace & defense industry applications; chemicals/petroleum and other industrial applications

Equipment & Instrumentation

We also offer equipment & instrumentation primarily from our third-party suppliers. For the year ended December 31, 2018, equipment & instrumentation represented approximately 15% of our revenue. Key product lines include:

 

   

Illustrative Products

  

Workflow

Applications

Equipment & Instrumentation  

•  Filtration systems

 

•  Biological safety cabinets

 

•  Virus inactivation systems

 

•  Incubators

 

•  Analytical instruments

 

•  Evaporators

 

•  Ultra-low temperature freezers

 

•  Biological safety cabinets

 

•  Critical environment supplies

 

•  Microscopes

 

•  Chromatographers

   Research, development and production workflows in the life sciences and advanced technologies and applied materials industries.

 

108


Table of Contents
   

Illustrative Products

  

Workflow

Applications

 

 

•  Oxygen meters

 

•  Mass spectrometers

  

Services & Specialty Procurement

We complement our extensive product portfolio with a range of value-added services supporting a higher level of science on behalf of our customers and enabling them to focus on their core areas of research. Our traditional service offerings focus on the needs of laboratory scientists, and include procurement, logistics, chemical and equipment tracking and glassware autoclaving. In addition, we have expanded our service offerings to include more complex and value-added scientific research support services, such as DNA extraction, bioreactor servicing, clinical and biorepository services and compound management. Furthermore, approximately 1,400 of our associates are co-located with certain of our customers, working side-by-side with their scientists every day. In 2018, our services associates returned approximately 162,000 hours to our customers’ scientists, allowing them to use their time and expertise to focus on their key scientific priorities.

For the year ended December 31, 2018, services and specialty procurement represented approximately 12% of our revenue. Key services include:

 

    

Illustrative Services

  

Workflow

Applications

Onsite Services   

•  Specialty-trained associates perform onsite and offsite operational laboratory or production area duties

 

•  Inventory and chemical management solutions

  

•  Media and buffer preparation

 

•  GxP sanitization

 

•  Garment management

 

•  Stockroom and Point of Use management

 

Science as a Service   

•  Lab-experienced professionals performing protocol-driven workflows

  

•  DNA extraction

 

•  Cell bank management

 

•  Sample processing

 

•  QC assays

 

Clinical & Biorepository Services   

•  Secure biorepository preservation in temperature- and humidity controlled environments

 

•  Secure sample and data management

 

•  Custom kitting

 

•  Clinical trial logistics

  

•  Regulated research, production and clinical processes

 

•  Services for diagnostic labs such as:

 

-  Test kits build

 

-  Maintenance of clinical/biological samples in controlled environment storage (e.g., tissue/DNA samples for identification of cancer mutations)

 

Equipment Services   

•  Installation, validation, calibration, preventative maintenance of lab equipment

 

•  Equipment Management Solutions including VWR My Equipment Management App

  

•  HPLC, UPLC, GC & Mass Spectrometry

 

•  Benchtop equipment and instruments

 

•  Pipette calibration

 

109


Table of Contents
    

Illustrative Services

  

Workflow

Applications

     

 

•  Tracking all equipment service management needs: service records, preventive maintenance schedules, work orders creation

 

Procurement & Sourcing Services

 

  

•  Active vendor management

 

•  Order confirmation & tracking

 

•  Spend management & analytics

  

•  Application or customer-specific product sourcing

 

•  Streamlining inventory processes

Biopharma Services   

•  New product development

 

•  Raw material characterization and analysis

 

•  Downstream optimization

 

•  Custom design and fabrication of single-use connectors, components and systems

  

•  Vaccines, pharmaceutical proteins and monoclonal antibodies processes

 

•  Filtration & diafiltration

 

•  Chromatographic processes

Innovation and New Product Development

Our business includes the development and introduction of new products and services and may include entry into new business lines. We continuously invest in new technologies, infrastructure and the improvement of our operating processes in order to deliver new products and solutions to customers. This capability also helps us build better customer relationships and helps us to become specified into our customers’ new products and workflows. In addition, we engage with our customers early in their product development cycles through our 300-person innovation team to identify and help progress their programs from discovery through development to commercialization.

We have seven strategically located development centers around the world where we engage in innovation and collaboration with our customers. We anticipate that our eighth such center, located in Shanghai, China, will be fully operational in mid-2019. We also opened our world-class innovation center in Bridgewater, New Jersey during the first half of 2017. The Bridgewater site has a robust application testing facility and customer co-development capabilities with a particular focus on large molecule drugs. Our other key development and application centers are Phillipsburg, New Jersey, Mumbai, India, Carpinteria, California, Bakersfield, California, Chu-Bei City, Taiwan and Gwanggyo, South Korea.

Working in all of these innovation centers is a dedicated group of scientists and engineers, several of whom hold PhDs or other advanced degrees in various technical specialties relevant to our operations and our customers’ workflows. This group works together in teams to help customers achieve their goals. Our scientists and engineers are fully engaged with a customer from the moment he or she visits one of our development centers to the generation of a project and through the manufacturing phase in a customer’s factory. This approach allows us to respond to customers in a timely manner and act efficiently and innovatively in dealing with questions or problems. It is common for our technical teams to receive frequent questions and solicitations for help from our customers regarding the problems and issues that they face in particular projects or workflows.

Consequently, our processes have helped us develop a broad portfolio of innovation projects targeted at high impact, high demand applications. We currently have approximately 1,400 innovation projects with our customers that address process improvements for existing products and potential significant new opportunities for us to support. Our approach includes incremental innovation to build on top of existing products as well as the development of new product lines, new chemistries and next-generation programs. Additionally, our

 

110


Table of Contents

strategies are tailored to each product line: from partnering with customers in large molecule biopharmaceuticals, to focusing on customized silicone formulations for device and drug delivery in biomaterials, to focus on purification methods and new applications in research, to the development of extreme performance formulations in advanced technologies. We concentrate on opportunities to develop new products and expand product applications to meet our customers’ current and future needs.

Quality and Regulatory

We are committed to ensuring and maintaining leading industry and regulatory compliance standards while providing high quality products to our customers. To meet these commitments, we employ stringent global quality control procedures across all of our manufacturing facilities to assure regulatory compliance and consistent lot-to-lot performance for our customers. Our quality control procedures are also designed to help us drive continuous improvement across our global production and distribution systems. To ensure we provide products that meet the demanding performance, quality and regulatory requirements of these customers, we have a comprehensive approach to quality that includes: (i) the careful selection of raw material suppliers, supported by confirmatory testing of those raw materials and periodic audits of our suppliers; (ii) the use of validated manufacturing and purification processes; (iii) the stringent quality control testing of our products before release; (iv) internal and customer audits to ensure compliance with various regulatory requirements and systems; and (v) the maintenance and compliance with documentation and change control requirements as applicable to the product or materials at issue.

We have more than 300 employees around the globe working directly in quality and regulatory compliance. Our senior management team is actively involved in setting quality policies and standards as well as managing internal and external quality performance. Each facility has a site quality manager dedicated to providing hands-on leadership and supervision of our quality programs within the production facility as well as within our quality assurance and quality control testing laboratories. Site quality managers work closely with both site leadership as well as with senior corporate quality and operations leadership to ensure a coordinated and consistent approach to quality procedures maintenance and improvement, as well as a coordinated response to any issues that require attention. We have ISO 9001-compliant quality management systems and we utilize document control software that complies with the FDA’s cGMP requirements. Our quality management procedures also assist in our Management of Change, or “MOC,” programs, which are designed to keep our customers who purchase our regulated products fully informed about changes in the supply chain of our product, including changes to raw materials, processes or sites, and other changes that could impact their operations or regulatory compliance obligations.

Our global quality control procedures are designed to meet the demanding and evolving needs of our customers and to satisfy strict regulatory standards enforced by the FDA and comparable international regulators. Our facilities are subject to periodic inspection by the FDA and/or other comparable local, state and foreign regulatory authorities and customers. We believe that our operations are in compliance in all material respects with the regulations under which our facilities are governed.

We conduct frequent internal audits and are subject to regular customer audits to ensure compliance with numerous regulatory systems, guidance and other requirements, as appropriate, including the FDA, ICH Q7, ISO 9001, IPEC and cGMP. We hold ourselves to high internal standards regarding quality and product performance and we undertake periodic internal audits and inspections of our facilities and testing laboratories, including audits by independent cross-functional teams, in order to ensure that we continue to meet our high internal standards of quality and to identify ways to continuously improve. We conduct stringent, statistically-valid analytical testing of our final products before sale. In addition, many of our customers also routinely conduct their own testing of our products prior to their use to ensure that our products are suitable for their intended uses and otherwise comply with the stated quality and analytical parameters.

 

111


Table of Contents

Infrastructure

We have over 200 facilities strategically located throughout North America, Europe and the AMEA region that consist of manufacturing, distribution and sales centers. The map below shows our facilities around the globe:

 

LOGO

Manufacturing

We operate 27 global manufacturing facilities, including 13 facilities that are cGMP compliant and 12 facilities that have been registered with the FDA or comparable foreign regulatory authorities. Our facilities are strategically located in North America, Europe and the AMEA region to facilitate supply chain efficiency and proximity to customers. The principal highlights of our manufacturing capabilities include: (i) an ability to quickly change specifications depending on customer needs; (ii) our flexible unit operations, which allow for production scalability, from laboratory pre-clinical development to large-volume commercialization; (iii) proprietary purification technologies designed to ensure lot-to-lot consistency through ultra-low impurity levels; (iv) rigorous analytical quality control testing; and (v) robust regulatory and quality control procedures.

Our longstanding customer relationships are driven in part by our strong customization and purification capabilities coupled with our workflow orientation. Our facilities allow us to deliver products to fit exacting customer specifications in all batch sizes across the globe, yet our operations are also designed to be flexible, enabling us to quickly customize new product formulations that enhance our customers’ workflows from discovery through development to commercialization. Historically, we have implemented programs to increase the manufacturing capacity of our plants by leaning out existing processes and increasing our low-cost manufacturing capacity. Our manufacturing process enables us to manufacture several different products, often using the same equipment, allowing us to leverage our fixed-cost structure. This operating flexibility is enabled by our stringent analytical quality control testing. See “—Quality and Regulatory.”

Each of our facilities is run under a stringent set of global quality procedures to ensure regulatory compliance and performance continuity and 13 of these facilities are cGMP facilities. As a cGMP supplier, we are audited based on the requirements of IPEC Federation, or “IPEC,” International Council for Harmonisation of Technical Requirements for Pharmaceuticals for Human Use, or “ICH” and U.S. Pharmacopeial Convention, or “USP,” and/or cGMP. In addition, 12 of our facilities are registered with the FDA or the equivalent with comparable foreign authorities. Most of our manufacturing facilities are ISO 9001-certified and several of our

 

112


Table of Contents

facilities are ISO 13485-certified, ISO 14001-certified and/or ISO 22000-certified. The chart below summarizes our manufacturing locations and their certifications:

 

Location

   cGMP      U.S. FDA-
Reg. /Int. FDA
equivalent
     ISO Certification  
   9001      13485      14001      22000  

Americas:

 

Aurora, Ohio

                     

Bakersfield, California

                             

Bethlehem, Pennsylvania

                             

Buford, Georgia

                         

Carpinteria, California (NuSil)

                             

Carpinteria, California (MediSil)

                     

Chester, Connecticut

                     

Claremont, California

                     

Devens, Massachusetts

                     

Eatontown, New Jersey

                         

Irving, Texas

                     

Morrisville, North Carolina

                     

Overland, Missouri

                     

Paris, Kentucky

                             

Phillipsburg, New Jersey

                                 

Sanborn, New York

                     

Santiago, Chile

                     

Sidney, British Columbia

                         

Solon, Ohio

                                 

Europe:

 

  

Briare, France

                             

Ghent/Gavere, Belgium

                         

Gliwice, Poland

                                 

Haasrode, Belgium

                             

AMEA Region:

 

  

Dehradun, India

                                     

Mumbai, India

                         

Neerabup, Australia

                     

Panoli, India

                             

Distribution Network and Facilities

Our global infrastructure consists of over 200 facilities and scalable ERP systems designed to deliver a broad array of products to customers within 24 to 48 hours. Our global facilities create a distribution chain that meets stringent quality and regulatory requirements. We have the expertise and government licenses to manage multiple controlled environments globally, enabling us to safely and in a compliant manner handle highly regulated chemicals and other materials. Our European network includes 94 facilities and customer contact centers. Our Asia network includes 36 facilities. We also contract with third parties sometimes to ship products directly to customers on our behalf.

Avantor Business System (“ABS”)

ABS is an integral part of the way we run our business by developing and deploying standard processes and tools aimed at driving continuous improvement. ABS focuses on creating, supporting and assisting the improvement efforts tied to our most critical business processes, primarily in the innovation, commercial, and operations functions. Our associates are committed to running Kaizen events across the business in order to

 

113


Table of Contents

establish disciplined, sustainable processes. Through analyzing processes, diagnosing operational challenges, and implementing process changes, ABS drives continuous improvement and breakthrough performance ultimately driving strong operating results and shaping our company culture. ABS impacts results and culture by establishing standards, institutionalizing management processes, adopting consistent problem-solving methods and is a core capability that drives growth and operational excellence.

Customers

We benefit from longstanding customer relationships and approximately 36% of our revenues for the year ended December 31, 2018 came from customers that have had relationships with us for 15 years or more. For the year ended December 31, 2018, we served over 240,000 customer locations in over 180 countries, including each of the ten largest biotechnology and pharmaceutical companies, each of the ten largest medical device manufacturers, each of the ten largest diagnostics companies, 19 of the 20 largest research universities in both the United States and Europe, each of the five largest United States government research agencies, four of the five largest global semiconductor manufacturers and four of the five largest aerospace and defense companies. We serve more than 40 strategic partners, which includes our large, multi-national customers whose combined global research and development funding is over $115 billion annually. In addition to our strong relationships with our strategic partners, we have a diverse end customer base, with no single end customer constituting more than 4% of our net sales.

Suppliers

We sell proprietary products we make and third-party products sourced from approximately 4,000 product suppliers located across the globe. Our supplier relationships are based on contracts that vary in geographic scope, duration, product and service type, and some include exclusivity provisions. Those relationships may include distribution, sales and marketing support as well as servicing of instruments and equipment. Many of our supplier relationships have been in place for more than twenty years.

Sales Channels

We serve customers throughout the Americas, Europe and AMEA. Approximately 59% of our revenue is derived in the Americas, approximately 36% is derived in Europe and approximately 5% is derived in AMEA for the year ended December 31, 2018. We reach our customers in these regions through a well-trained global sales force, comprehensive websites and targeted catalogs. Our sales force is comprised of approximately 3,800 sales and sales support professionals, including over 300 sales specialists selected for their in-depth industry and product knowledge. Our sales professionals include native speakers for each of the countries in which we operate, allowing us to have high impact interactions with our customers across the globe.

Our online customer portal plays a vital role in how we conduct business with our customers. In 2018, approximately 45% of our revenues came from our digital channels. Our websites utilize search analytics and feature personalized search tools, customer specific web solutions and enhanced data that optimize our customers’ online purchasing experience and better integrate our customers’ processes with our own. Our websites are designed to integrate acquisitions, drive geographical expansion and serve segmented market needs with relative ease.

In all of our product lines, we rely on account managers who work closely with our customers to build and maintain long-lasting relationships. Our global sales and marketing team fosters true customer partnerships from concept to commercialization in order to drive engagement in product development as well as integration into the manufacturing process. Our global sales and marketing teams focus on strengthening key account relationships to build qualified supplier status and penetrate new growth markets across our business segments. In addition, we devote regional direct sales and product customization teams to drive penetration in emerging markets.

 

114


Table of Contents

Competition

We operate in a highly competitive environment with a diverse and fragmented base of competitors, many of whom focus on specific regions, customers, and/or segments. While many customers weigh and balance competitive factors differently in the industries, many focus upon service and delivery, breadth of product line, customization capabilities, price, customer support, online capabilities and the ability to meet the special and local needs of our customers.

Competition is driven not only by the product quality and purity across each of these industries, but also by the adaptability of the supplier as a developmental and commercial partner. We rely on our scale, expertise, deep customer access, depth of product and value-added service offerings, marketing strategies and sales force, acquisition strategy, financial profile and management team to deliver superior solutions to our customers and provide extensive market channel access to our suppliers.

In each of the industries we serve, we face competition from various players. Our key competitors include regional as well as global suppliers like BASF, Bio-Rad, Biomerieux, Cabot Microelectronics, Danaher, DowDuPont, GE Healthcare, Honeywell, Merck KGaA, Roquette and ThermoFisher Scientific, among others. We believe that our key advantages include our swift and focused response compared to those of large multi-segment companies, as well as our global scale and broad capabilities compared to those of smaller regional companies.

Intellectual Property

We rely on a variety of intellectual property rights, nondisclosure and other contractual provisions and technical measures to protect a number of our offerings, services and intangible assets. Much of our intellectual property is know-how and asset configurations that we treat as trade secrets. These proprietary rights are important to our ongoing operations. In some instances, we may license our technology to third parties or may elect to license intellectual property from others. We have applied in the United States and certain foreign countries for registration of a number of trademarks, service marks and patents, some of which have been registered and issued, and also hold common law rights in various trademarks and service marks. Other than our Avantor, VWR, J.T.Baker and NuSil trademarks, we do not consider any particular patent, trademark, license, franchise or concession to be material to our overall business.

Properties

The following table sets forth the location, approximate size, principal use and ownership status of our key properties as of December 31, 2018. Though the majority of our properties are leased, we also own many properties.

 

Location

   Approximate
Square Footage
    

Principal Use

  

Owned or Leased

Americas:

        

Visalia, California

     503,000      Distribution and offices    Owned

Phillipsburg, New Jersey

     500,000      Manufacturing and R&D    Owned

Paris, Kentucky

     420,000      Manufacturing and distribution    Owned

Bridgeport, New Jersey

     369,000      Distribution and offices    Owned

Batavia, Illinois

     360,000      Distribution and offices    Owned

West Henrietta, New York

     339,000      Distribution, assembly and offices    Owned

Carpinteria, California

     270,000      Manufacturing, office and R&D    Leased

 

115


Table of Contents

Location

   Approximate
Square Footage
    

Principal Use

  

Owned or Leased

Solon, Ohio

     226,000      Distribution, manufacturing and offices    Leased

Sparks, Nevada

     182,000      Manufacturing    Leased

Sterling, Virginia

     174,000      Biostorage, Warehouse and offices    Leased

Suwanee, Georgia

     169,000      Distribution and offices    Leased

Bakersfield, California

     165,000      Manufacturing and R&D    Leased

Leesburg, Virginia

     155,000      Biostorage and Warehouse    Leased

Radnor, Pennsylvania

     150,000      Corporate headquarters    Leased

Buford, Georgia

     130,000     

Distribution/Customized Kitting

   Leased

Manati, Puerto Rico

     130,000      Distribution and offices    Owned

Denver, Colorado

     130,000      Distribution    Leased

Missouri City, Texas

     120,000      Distribution    Leased

Irving, Texas

     118,200      Manufacturing    Leased

Mississauga, Ontario, Canada

     114,000      Distribution and offices    Leased

Mexico City, Mexico

     100,000      Distribution and manufacturing    Owned

Overland, Missouri

     90,000      Distribution and manufacturing    Leased

Claremont, California

     86,000      Distribution/Customized Kitting    Leased

Ecatepec, Mexico

     80,000      Manufacturing and Distribution    Leased

Devens, Massachusetts

     70,000     

Distribution, offices

and manufacturing

   Leased

Aurora, Ohio

     65,000      Manufacturing    Leased

Tualatin, Oregon

     56,000      Distribution    Leased

Franklin, Massachusetts

     55,000      Distribution    Leased

Bethlehem, Pennsylvania

     50,000     

Manufacturing, office

and distribution

   Leased

Chino, California

     32,000      Equipment design and manufacturing    Leased

Bridgewater, New Jersey

     28,400      R&D    Leased

Allentown, Pennsylvania

     12,000      Offices    Leased

Europe

        

Briare, France

     303,000      Distribution, repackaging and mixing    Owned

Bruchsal, Germany

     219,000      Distribution    Owned

Gliwice, Poland

     213,000      Manufacturing and distribution    Leased

Leuven, Belgium

     207,000      Distribution and manufacturing    Owned

Lutterworth, United Kingdom

     185,000      Distribution    Leased

Karlskoga, Sweden

     131,000      Distribution    Leased

Dublin, Ireland

     77,000      Distribution    Leased

Barcelona, Spain

     73,000      Distribution    Leased

Debrecen, Hungary

     68,000      Distribution, repackaging and mixing    Leased

 

116


Table of Contents

Location

   Approximate
Square Footage
    

Principal Use

  

Owned or Leased

Søborg, Denmark

     66,000      Distribution and offices    Leased

Kelsterbach, Germany

     60,000      Distribution    Leased

Darmstadt, Germany

     56,000      Offices    Leased

Fontenay-Sous-Bois, France

     56,000      Offices    Leased

AMEA:

        

Perth, Australia

     90,000      Distribution, manufacturing and offices    Leased

Panoli, India

     80,000      Manufacturing    Leased

Singapore

     74,000      Distribution    Leased

Coimbatore, India

     63,000      Service Center    Leased

Shanghai, China

     39,000      Office and sales    Leased

Hyderabad, India

     26,000      Warehouse    Leased

Dehradun, India

     22,900      Manufacturing    Leased

Mumbai, India

     18,000      R&D    Leased

Gurgaon, India

     15,000      Asia-Pacific India headquarters    Leased

Chubei City, Taiwan

     14,000      R&D and office    Leased

Gwanggyo, Korea

     2,000      Laboratory    Leased

Seoul, Korea

     1,400      Office    Leased

Employees

As of December 31, 2018, we had approximately 12,000 employees (including approximately 1,400 of our associates who are co-located with certain customers). We believe that our relations with our employees are good. As of December 31, 2018, approximately 7% of our employees in North America were represented by unions and a majority of our employees in Europe were represented by workers’ councils or unions.

Information Technology

We have a highly automated suite of enterprise resource planning (“ERP”) systems that promote standardization and business insights. Our global web infrastructure provides seamless integration with our customers and suppliers. These ERP platforms support rapid development and deployment of enhancements so that we may quickly adapt to meet the technology needs of our customers and seamlessly integrate new acquisitions. We have made significant investments in our IT platform to implement common ERP and online platforms to enhance the customer experience and to employ network and data security architecture. In 2018, approximately 45% of our revenues came from our digital channels. Through March 31, 2019, we had approximately 22.5 million user sessions across 9.8 million registered users on our online customer portal.

We have designed and deployed flexible, scalable, secure IT architecture to facilitate our business objectives and to develop a stable, growth oriented global information system. Our IT infrastructure has evolved into a cohesive group of global computing platforms that have reduced costs while improving our operating consistency, and business insights, and customer experience.

Environmental Matters

We are subject to various laws and governmental regulations concerning environmental, safety and health matters, including employee safety and health, in the United States and other countries. U.S. federal environmental legislation that affects us includes, without limitation, the Toxic Substances Control Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act,

 

117


Table of Contents

and the Comprehensive Environmental Response Compensation and Liability Act, or “CERCLA.” These laws and regulations govern, among other things, air emissions, wastewater discharges, the use, handling and disposal of hazardous substances and wastes, soil and groundwater contamination and the general health and safety of our associates and the communities in which we operate. We are also subject to regulation by OSHA concerning employee safety and health matters. The EPA, OSHA, and other federal and foreign or local agencies have the authority to promulgate regulations that may impact our operations.

Under CERCLA, and analogous statutes in local and foreign jurisdictions, current and former owners and operators of contaminated land are strictly liable for the investigation and remediation of the land, and for natural resource damages that may result from releases of hazardous substances at or from the property. Liability under CERCLA and analogous laws is strict, unlimited, joint, several, retroactive, may be imposed regardless of fault and may relate to historical activities or contamination not caused by the current owner or operator. It is possible that facilities that we acquire or have acquired may expose us to environmental liabilities associated with historical site conditions that have not yet been discovered.

In addition to the federal environmental laws that govern our operations, various states have been delegated certain authority under the aforementioned federal statutes as well as having authority over these matters under state laws. Many state and local governments have adopted environmental and employee safety and health laws and regulations, some of which are similar to federal requirements.

A number of our operations involve, in varying degrees, the handling, manufacturing, use or sale of substances that are or could be classified as toxic or hazardous materials within the meaning of applicable laws. Consequently, some risk of environmental harm is inherent in our operations and products, as it is with other companies engaged in similar businesses.

As of March 31, 2019, we accrued investigation and remediation costs amounting to approximately $3.6 million relating to a risk-based cleanup approach at our facility in Gliwice, Poland, as well as with respect to consultant, engineering and legal services. Actual remedial costs may vary depending on the final results of the site assessment, and if further investigations uncover additional contamination at or about our facility, such accrual may need to be increased. In addition, the New Jersey Department of Environmental Protection has ordered us to remediate groundwater conditions near our plant in Phillipsburg, New Jersey. The accrued obligation under this order is $3.5 million. For additional information regarding environmental matters, see Note 12 to our audited financial statements included elsewhere in this prospectus.

Regulatory Matters

Our facilities that engage in the manufacturing, packaging, distribution and other biopharmaceutical and biomaterials product lines, as well as many of our products themselves, are subject to extensive ongoing regulation by the European Medicines Agency (“EMA”), other U.S. governmental authorities and foreign regulatory authorities. Certain of our subsidiaries are required to register with these agencies, or to apply for permits and/or licenses with, and must comply with the operating, cGMP, quality and security standards of applicable domestic and foreign regulators, including the FDA, the DEA, the Bureau of Alcohol, Tobacco, Firearms and Explosives, DHHS, the equivalent agencies of European Union member states, and comparable foreign, state and local agencies, as well as various accrediting bodies, each depending upon the type of operation and the locations of storage or sale of the products manufactured or services provided by those subsidiaries.

In order to maintain certain certifications of quality and safety standards for our manufacturing facilities and operations, we must comply with numerous regulatory systems, standards, guidance and other requirements, as appropriate, including, but not limited to, ICH Q7, IPEC, European IVD Directives, United States Pharmacopeia/ National Formulary, as well as the European, British, Japan, India and Chinese Pharmacopeia, the Food Chemicals Codex and controlled substances regulations.

 

118


Table of Contents

In addition, our operations, and some of the products we offer, are subject to a number of complex and stringent laws and regulations governing the production, handling, transportation and distribution of chemicals, drugs and other similar products. We are subject to various federal, state, local, foreign and transnational laws, regulations and recommendations, both in the United States and abroad, relating to safe working conditions, good laboratory and distribution practices, and the safe and proper use, transportation and disposal of hazardous or potentially hazardous substances. In addition, U.S. and international import and export laws and regulations, including those enforced by the U.S. Departments of Commerce, State and Treasury, OFAC and BIS, require us to abide by certain standards relating to the cross-border transit of finished goods, raw materials and supplies and the handling of related information. Our logistics activities must comply with the rules and regulations of the Department of Transportation, the department of Homeland Security, Department of Commerce, Department of Defense, and the Federal Aviation Administration and similar foreign agencies. We are also subject to various other laws and regulations concerning the conduct of our foreign operations, including the Foreign Corrupt Practices Act and other anti-bribery laws as well as laws pertaining to the accuracy of our internal books and records. Our aerospace and defense product line involves sales to government contractors. As such, we are subject to certain laws and regulations applicable to companies doing business with the government, as well as with those concerning government contracts. Failure to address or comply with these laws and regulations could harm our business by leading to a reduction in our sales to government contractors. We are also subject to investigation for compliance with government contracts regulations. While we believe we are in compliance in all material respects with such laws and regulations, failure to comply with these regulations could result in suspension of these contracts, criminal, civil and administrative penalties or debarment.

The costs associated with complying with the various applicable federal, state, local, foreign and transnational regulations could be significant and the failure to comply with such legal requirements could have an adverse effect on our reputation, results of operations and financial condition. See “Risk Factors—Risks Related to Regulation.” We are subject to audits by the FDA and other similar foreign regulatory bodies. To date, we have had no instances of noncompliance that have had a material impact on our operations.

In addition to the regulations described above, as part of our aerospace and military offerings, we are registered with the DDTC as a manufacturer and exporter of goods controlled by the International Traffic In Arms Regulations (“ITAR”), and we are subject to strict export control and prior approval requirements related to these goods. In connection with our NuSil brand products, we have one ITAR site registration and one ITAR product registration, and we maintain control systems which enable ITAR compliance. With respect to our electronics materials products, we adhere to applicable industry guidelines which set stringent quality criteria for our products, and we are subject to import and export regulations and other restrictions regarding the safe use of these products as well.

Legal Proceedings

We are involved from time to time in legal and regulatory proceedings concerning matters that arise in the ordinary course of our business. It is possible that an adverse result in governmental investigations, private lawsuits or other legal proceedings could have a material adverse effect on our financial position or results of operations; however, to the best of our knowledge, we are not currently the subject of any material governmental investigation, private lawsuit or other legal proceeding.

In April 2018 the EPA notified us of potential liabilities under the Toxic Substances Control Act and the Emergency Planning and Community Right to Know Act that were identified in March 2017 and June 2017 inspections of our Phillipsburg, New Jersey facility. The alleged violations relate to our failure to timely file reports regarding the Phillipsburg facility. This error resulted from the incorrect tabulating of data by a third-party database system used to prepare the reports, and we have taken steps to correct this error and have filed amended reports. While we are pursuing resolution of this matter with the EPA, and while the EPA has proposed total civil penalties of less than $1 million, we cannot predict with certainty the amount of penalties that may ultimately be imposed.

 

119


Table of Contents

Insurance

We maintain commercial insurance programs with third parties in the areas of executive risk, commercial property, business interruption and casualty (including product liability). We also self-insure certain risks inherent in our business which, taken together with the deductible levels and exclusions contained within our third-party programs, results in our recording of accruals for incurred claims. Our ultimate exposure may be mitigated by amounts we expect to recover from third parties associated with such claims.

 

120


Table of Contents

MANAGEMENT

Directors and Executive Officers

The following table sets forth certain information regarding our directors and executive officers as of the closing of this offering:

 

Name

  Age     

Position

Michael Stubblefield

    47      Director, President and Chief Executive Officer

Thomas Szlosek

    55      Executive Vice President and Chief Financial Officer

James Bramwell

    52      Executive Vice President, Strategic Partners

Gerard Brophy

    53      Executive Vice President, Biopharma Production

Christophe Couturier

    53      Executive Vice President, Services, Strategy and Business Transformation

Bjorn Hofman

    49      Executive Vice President and Chief Operating Officer

Ashish Kulkarni

    49      Executive Vice President and Chief Technology Officer

Eric McAllister

    54      Executive Vice President and Chief Human Resources Officer

Justin Miller

    52      Executive Vice President, General Counsel and Secretary

Devashish Ohri

    52      Executive Vice President, AMEA

Frederic Vanderhaegen

    51      Executive Vice President, Europe

Corey Walker

    42      Executive Vice President, Americas, Biomaterials and Advanced Technologies

Michael Wondrasch

    50      Executive Vice President and Chief Information Officer

Rajiv Gupta

    73      Chairman of the Board of Directors

Thomas Connolly

    52      Director

Matthew Holt

    42      Director

Andre Moura

    37      Director

Jo Natauri

    41      Director

Jonathan Peacock

    61      Director

Rakesh Sachdev

    63      Director

Christi Shaw

    52      Director

Executive Officers

The following is a biographical summary of the experience of our executive officers as of the consummation of this offering.

Michael Stubblefield became our President and Chief Executive Officer in 2014. In addition, Mr. Stubblefield also serves as a Director. Prior to joining us, Mr. Stubblefield was a Senior Expert for the Chemicals Practice of McKinsey & Company, a management consulting firm, from 2013 to 2014. Previously, he held a variety of roles at Celanese Corporation, a technology and specialty materials company, from 1994 to 2012. At Celanese, he acted as Vice President and General Manager—Advanced Engineered Materials from 2010 to 2012, Chief Marketing Officer from 2009 to 2010, Vice President and General Manager—EVA Performance Polymers from 2008 to 2009, Global Supply Chain Director—Acetyl Intermediates from 2007 to 2008, and Asia Commercial Director—Emulsion Polymers from 2006 to 2007. Mr. Stubblefield holds a B.S. in Chemical Engineering from the University of Utah, as well as an M.B.A. from Texas A&M University—Corpus Christi. Mr. Stubblefield’s leadership role and extensive knowledge of our business, strategy and industry on an international basis make him a valuable member of our Board.

Thomas Szlosek is our Executive Vice President and Chief Financial Officer, a position he has held since December 2018. Mr. Szlosek has experience managing business and financials at global companies. Mr. Szlosek previously served as the Senior Vice President and Chief Financial Officer of Honeywell International, Inc., a diversified technology and manufacturing company, from April 2014 to August 2018. Mr. Szlosek joined Honeywell in 2004 and served in a number of senior level finance positions, including Vice President of

 

121


Table of Contents

Corporate Finance from April 2013 to April 2014 and Chief Financial Officer of Automation and Control Solutions from February 2007 to April 2013. Before joining Honeywell in 2004, Mr. Szlosek held financial leadership positions at General Electric Company, a multinational conglomerate that operates in the finance, aerospace, healthcare and energy industries, among others, and PricewaterhouseCoopers, a professional services company that provides audit, assurance, tax and consulting. Mr. Szlosek earned a B.S. in accounting from the State University of New York at Geneseo. Mr. Szlosek is also a Certified Public Accountant.

James Bramwell is our Executive Vice President, Strategic Partners, a position he has held since November 2017. Prior to his current role, Mr. Bramwell served as Senior Vice President, Strategic Partners and Global Export of VWR, a position he held from March 2016 to November 2017. From June 2008 until March 2016, Mr. Bramwell served as VWR’s Senior Vice President, Strategic Partners and from 2006 until 2008, as Area Vice President, Southwest and Mexico. Mr. Bramwell holds a B.A. in business management from Brigham Young University.

Gerard Brophy is our Executive Vice President, Biopharma Production, a position he has held since July 2018. Dr. Brophy has extensive experience developing and commercializing products used in biopharma production, including cell culture media, sterile fluid transfer, excipients and other production chemicals. Dr. Brophy joined us from GE Healthcare, a medical technology and life sciences company where he spent more than 14 years in a variety of senior level positions, most recently as the Head of Cell Therapy, Life Sciences from January 2017 to July 2018, Chief Technology Officer, Life Sciences from April 2013 to January 2017 and VP of New Product Development, Medical Diagnostics from July 2009 to March 2013. Dr. Brophy earned a B.S. in biotechnology and a Ph.D. in molecular biology from Dublin City University in Dublin, Ireland.

Christophe Couturier is our Executive Vice President, Services, Strategy and Business Transformation, a position he has held since April 2018. In his current role, Mr. Couturier is responsible for our global service offerings including onsite lab and production, clinical, equipment, procurement and sourcing and biopharmaceutical material scale-up and development services and biorepository platforms to support our customer’s operations. Mr. Couturier is also responsible for our strategic planning process and projects, as well as managing the Avantor Business System and its associated lean processes. Mr. Couturier has extensive experience managing global service offerings at global companies. Prior to joining Avantor, Mr. Couturier served as chief executive officer of Salicornia, LLC, a personal consulting company, from September 2017 to April 2018 and, before Salicornia, as chief financial officer at OvaScience, a biotechnology company, from September 2016 to July 2017. Prior to OvaScience, Mr. Couturier spent more than 12 years at Millipore Sigma, a life science and high technology company, where he held a variety of services, merger integration, general management, finance and consulting positions. Mr. Couturier earned an M.S. in management from ESSEC Business School in Cergy-Pontoise, France.

Bjorn Hofman is our Executive Vice President and Chief Operating Officer, a position he has held since November 2017. Prior to assuming his current role, Mr. Hofman was our Executive Vice President, Biopharmaceuticals, Research & Diagnostics from 2016 to November 2017. Previously, Mr. Hofman held the titles of Chief Operating Officer from 2015 to 2016 and Executive Vice President of Business Operations and General Manager for Europe from 2014 to 2015. Mr. Hofman has extensive experience managing product and business lines for large life science and advanced technology companies. Prior to joining us, Mr. Hofman acted as Senior Vice President of Advanced Technology of Merck KGaA, a pharmaceutical, science and technology company, from 2013 to 2014 and held a variety of roles at Celanese Corporation, a technology and specialty materials company, from 2009 to 2013. At Celanese, he acted as Business Director of EMEA from 2011 to 2013, Global Commercial Director for the Advanced Engineered Materials division from 2010 to 2011 and Director of Business Development & Strategy from 2009 to 2010. He also held various commercial and operations leadership positions with Honeywell International, Inc., a diversified technology and manufacturing company, from 1998 to 2009 and with DSM from 1992 to 1998. Mr. Hofman holds a master’s degree in chemical engineering from Delft University of Technology, the Netherlands.

 

122


Table of Contents

Ashish Kulkarni is our Executive Vice President and Chief Technology Officer, a position he has held since 2016. Dr. Kulkarni has extensive experience serving as chief technology officer for other large global companies. Prior to joining us, Dr. Kulkarni acted as Chief Technology and Innovation Officer at Celanese Corporation, a technology and specialty materials company, from 2012 to 2016, and Vice President of Research and Development for the Advanced Engineering Materials and Emulsions business units, from 2010 to 2012. Dr. Kulkarni also previously acted as Vice President of Global Engineering, Building Systems and Services Divisions of United Technologies Corporation, a technology products and support services company, from 2007 to 2010. In addition, throughout his career Dr. Kulkarni served in various leadership roles with American Standard, a manufacturer of plumbing fixtures, and General Electric Company, a multinational conglomerate that operates in the finance, aerospace, healthcare and energy industries, among others, in his career. Dr. Kulkarni holds a bachelor’s degree in chemical engineering from Osmania University, India, as well as master’s and doctorate degrees in chemical engineering from Rensselaer Polytechnic Institute.

Eric McAllister is our Executive Vice President and Chief Human Resources Officer, a position he has held since March 2017. Prior to joining us, Mr. McAllister acted as Senior Vice President, Human Resources for Westinghouse Electric Company, a supplier of safe and innovative nuclear technology, where he led the global human resources and security organizations from 2014 to February 2017. Mr. McAllister also previously acted as Global Vice President of Human Resources for Danaher Corporation, a science and technology innovator, Chief Human Resources Officer at Omniture, online marketing and web analytics business company, and Senior Human Resources Director at Microsoft Corporation, a technology company, from 2005 to 2014. In addition, Mr. McAllister has also held senior human resources positions with Motorola Inc., a telecommunications company, in Japan and in the U.S., and he served in human resources consulting roles with Watson Wyatt, a consulting firm, and Accenture, a consulting firm. Mr. McAllister holds a B.A. in social anthropology and Japanese from Brigham Young University and an M.B.A. from Northwestern University’s Kellogg Graduate School of Management.

Justin Miller is our Executive Vice President, General Counsel and Secretary, a position he has held since December 2017. Prior to joining us, Mr. Miller was Of Counsel at Ballard Spahr LLP from December 2015 to December 2017. Prior to Ballard Spahr, Mr. Miller spent 20 years at DuPont, a science company, where he worked in a variety of industries including pharmaceuticals, diagnostics, agricultural and industrial, biotechnology and advanced materials. Mr. Miller served at Dupont in a number of leadership positions within the legal group, serving most recently as Associate General Counsel and Chief Litigation Counsel from 2013 to 2015 and Assistant Chief Intellectual Property Counsel from 2009 to 2013. Mr. Miller also served as the lead commercial counsel for a variety of DuPont businesses in earlier assignments. Mr. Miller earned a B.A. from the University of Pennsylvania and J.D. from George Mason University Law School.

Devashish Ohri is our Executive Vice President, AMEA, a position he has held since 2014. Mr. Ohri has extensive experience working in life sciences in the Asia-Pacific region. Prior to joining us, Mr. Ohri acted as Managing Director, South Asia for Life Technologies, a biotechnological company, from 2010 to 2014. Mr. Ohri holds a Master’s Degree in history from Delhi University, India, as well as an M.B.A. from INSEAD in France. In addition, Mr. Ohri attended the Advanced Management Program at Harvard Business School.

Frederic Vanderhaegen is our Executive Vice President, Europe, a position he has held since October 2018. Mr. Vanderhaegen joined us from Ortho Clinical Diagnostics, an in vitro diagnostics company, where he served as Vice President and General Manager, EMEA from June 2015 to October 2018. Prior to Ortho Clinical Diagnostics, Mr. Vanderhaegen acted as Vice President of Sales at Beckman Coulter, a company that develops, manufactures and markets diagnostic systems for complex biomedical testing, from October 2012 to June 2015, and also led global strategy for the Completion and Production division. Mr. Vanderhaegen also served in several roles at Tecan, a company that specialized in the development, production and distribution of automated workflow solutions for laboratories in the life sciences sector, from 2008 to 2012, including Executive Vice President, Life Sciences. In addition, Mr. Vanderhaegen served in various leadership roles at Millipore, a life science and high technology company, from 1995 to 2005. Mr. Vanderhaegen holds degrees in biochemistry and

 

123


Table of Contents

chemical engineering from the Free University of Brussels in Brussels, Belgium, as well as an M.B.A. from The Open University in Milton Keynes, England.

Corey Walker is our Executive Vice President, Americas, Biomaterials and Advanced Technologies. Mr. Walker has served as Executive Vice President, Biomaterials and Advanced Technologies since 2016 and in June 2018 was given the additional responsibility of leading our Americas region. Mr. Walker has extensive experience managing business and product lines at global companies. Prior to joining us, Mr. Walker acted as Global Vice President of the Sperry Drilling Services, a drilling services company, and Multichem global business groups at Halliburton Energy Services, a provider of products and services to the energy industry, from 2013 to 2016, and also led global strategy for the Completion and Production division. Prior to that time, he held a variety of strategic and business unit leadership roles at Dow Chemical, a chemical corporation, leading Dow’s strategic initiatives from 2007 to 2009, specialty acrylic monomer business from 2009 to 2011, specialty adhesives business from 2012 to 2013, as well as hygiene and medical business from 2011 to 2013. From 2001 to 2006, Mr. Walker worked at Dell Computers, a computer technology company, where he held global positions in strategy, sales, and marketing. Mr. Walker holds a B.A. in marketing and business management from Brigham Young University and an M.B.A. from Harvard Business School.

Michael Wondrasch is our Executive Vice President and Chief Information Officer, a position he has held since April 2018. Prior to joining us, Mr. Wondrasch served as Global Chief Technology Officer at Bunge, an agribusiness and food ingredient company, from January 2017 to April 2018. Prior to Bunge, Mr. Wondrasch was Senior Vice President and Chief Technology Officer at Pepsico, a food, snack and beverages company, from July 2013 to December 2016 and served in a variety of leadership positions at AmerisourceBergen, a healthcare solutions company, from April 2006 to July 2013, including VP-Technology and VP-SAP Applications. Mr. Wondrasch received a B.S. in computer science from Villanova University and a M.S.E. in computer engineering from the University of Pennsylvania.

Board of Directors

Set forth below is a biographical summary of the experience of the current members of our Board of Directors (other than Mr. Stubblefield) that are expected to serve as directors following this offering.

Rajiv Gupta has served as our Chairman of the Board since 2010 and currently is the Chair of the Nominating and Governance Committee, as well as a member of the Compensation and Human Resources Committee. Mr. Gupta is a Senior Advisor to New Mountain Capital, LLC, a private equity investment firm based in New York, New York. Previously, Mr. Gupta served as Chairman of Delphi Automotive PLC, an auto parts company, from April 2015 to November 2017, when it separated into two companies. From 1999 to 2009, Mr. Gupta was Chairman and Chief Executive Officer of Rohm and Haas Company, a specialty chemical company, when it was acquired by Dow Chemical. Mr. Gupta previously held various other positions at Rohm and Haas, which he joined in 1971, including serving as Vice Chairman from 1998 to 1999, Director of the Electronic Materials business from 1996 to 1999, and Vice President and Regional Director of the Asia Pacific Region from 1993 to 1998. Mr. Gupta currently serves as a director of Arconic, Inc. and Aptiv PLC. In the past five years, Mr. Gupta also served as a director of Delphi Automotive PLC (2009 to 2015), HP, Inc. (2009 to 2017), Stroz Freidberg, LLC (2011 to 2013), The Vanguard Group, Inc. (2001 to 2017), IRI Group (2012 to 2018), Affle (2008 to 2016) and Tyco International plc (2005 to 2016). Mr. Gupta holds a B.S. in mechanical engineering from the Indian Institute of Technology, a M.S. in operations research from Cornell University and an M.B.A. in finance from Drexel University. Mr. Gupta is a past Chairman of the American Chemistry Council and the Society of Chemical Industry, America Section. Mr. Gupta’s prior long-term, senior level experience at a major global chemical company, including serving as chairman and chief executive officer, and his expertise in financial accounting, international business transactions and strategy, make him a valuable member of our Board.

Thomas Connolly has served on our Board since November 2017. Mr. Connolly is global head of the Private Credit Group within the Merchant Banking Division (MBD) of Goldman Sachs, a global investment banking,

 

124


Table of Contents

securities and investment management firm. Mr. Connolly joined Goldman Sachs in 1996 and worked in High Yield Capital Markets in New York from 1996 to 1998. He was based in London from 1998 to 2002 as head of European Leveraged Finance. Prior to joining MBD, Mr. Connolly was head of Leveraged Finance. He was named managing director in 1999 and partner in 2004. Prior to joining the firm, Mr. Connolly worked for Bankers Trust Company from 1990 to 1996. Mr. Connolly serves on the National Advisory Board of Jumpstart Inc., which promotes literacy and reading skills among underprivileged preschoolers. He also serves on the Board of Trustees of Union College. Mr. Connolly earned a B.A. from Union College. Mr. Connolly’s senior management experience at Goldman Sachs, board and advisory experience with other companies and his experience in the areas of finance, strategy and international business transactions make him a valuable member of our Board.

Matthew S. Holt has served on our Board since 2010 and is currently the Chair of the Compensation and Human Resources Committee, as well as a member of the Nominating and Governance Committee. Mr. Holt is a Managing Director of New Mountain Capital, LLC, a private equity investment firm based in New York, New York. He serves as the Deputy Head of Private Equity at New Mountain, and focuses on growth buyouts across a range of industries including healthcare products, health technology, materials and infrastructure. He previously worked in the Mergers and Acquisitions Group at Lehman Brothers, a financial services firm, from 1999 to 2001. He currently serves as Lead Director or Chairman of CIOX Health, Convey Health Solutions, Inc., Cytel, Equian LLC, Remedy Partners, Revint Solutions, Signify Health, and Zep, Inc. He also serves as a director of Topix Pharmaceuticals, Gelest, TRC Companies. Mr. Holt has previously served as Lead Director of Bellerophon Therapeutics, Inc., Ikaria, Inc., Nusil Technology LLC, and Director of MailSouth. Mr. Holt earned an A.B. in English and American Literature and Language from Harvard College. Mr. Holt’s senior management experience as a Managing Director of New Mountain Capital, board and advisory experience with other companies in the healthcare industry and his extensive experience in the areas of finance, strategy, international business transactions and mergers and acquisitions, make him a valuable member of our Board.

Andre Moura has served on our Board since 2015 and is currently a member of the Audit and Finance Committee and the Compensation and Human Resources Committee. Mr. Moura is a Managing Director at New Mountain Capital, LLC, a private equity investment firm based in New York, New York. Prior to joining New Mountain in 2005, Mr. Moura worked at McKinsey & Company, a management consulting firm, from 2003 to 2005, where he helped to advise companies across various industries. He currently serves as a director of Bellerophon Therapeutics, Inc., Gelest, Alteon Health, Sparta Systems and Topix Pharmaceuticals. In the past five years, Mr. Moura also served as a director of NuSil Technology LLC, ACA Compliance Group and Medical Specialty Distributors. He received his A.B. in Computer Science from Harvard College and his M.B.A. from Harvard Business School, where he was a Baker Scholar. Mr. Moura’s senior management experience as a Managing Director of New Mountain Capital, board and advisory experience with other companies in the life sciences’ industry and his extensive experience in the areas of finance, strategy, international business transactions and mergers and acquisitions, make him a valuable member of our Board.

Jo Natauri has served on our board since November 2018. Ms. Natauri is a Managing Director and the global head of Healthcare Investing within the Merchant Banking Division (MBD) of Goldman Sachs, a global investment banking, securities and investment management firm, a position she has held since May 2018. In her current role, Ms. Natauri oversees a portfolio of investments and serves on the boards, or as an observer on the boards, of several MBD portfolio companies. Prior to assuming her current role in MBD, Ms. Natauri was an investment banker with Goldman Sachs for 12 years, where she led coverage of large cap companies in healthcare and other industries. She was named managing director in 2008 and partner in 2012. Ms. Natauri serves on the board of Safe Horizon, the nation’s leading victim assistance organization. Ms. Natauri earned a B.A. in economics and biology from the University of Virginia. Ms. Natauri’s senior management experience as a Managing Director of Goldman Sachs, board and advisory experience with other companies in the life sciences’ industry and her experience in the areas of finance, strategy and international business transactions, make her a valuable member of our Board.

 

125


Table of Contents

Jonathan Peacock has served on our Board since 2017 and currently is the Chair of the Audit and Finance Committee. Mr. Peacock has been the Chairman of Arix Bioscience PLC, a global health and life sciences specialist investor in medical innovation, since 2016. From June 2014 to November 2016, Mr. Peacock served as the Chairman and Chief Executive Officer of Bellerophon Therapeutics, Inc., a clinical-stage biotherapeutics company, and has served as Chairman since 2016. Prior to that time, Mr. Peacock served as the Chief Financial Officer of Amgen Inc, a biopharmaceutical company, from September 2010 to January 2014. Mr. Peacock was the Chief Financial and Administrative Officer of the Pharmaceuticals Division of Novartis AG, a global healthcare company, from November 2005 to September 2010. Prior to Novartis, Mr. Peacock was a partner at McKinsey & Company, a management consulting firm, from 1998 to 2005 and was also a partner at PricewaterhouseCoopers, a professional services company that provides audit, assurance, tax and consulting services, from 1993 to 1998. In the past five years, Mr. Peacock served as a director of Kite Pharma as Chairman of the Audit and Finance Committee (2014 to 2017). Mr. Peacock earned a M.A. in Economics from the University of St. Andrews in Scotland. Mr. Peacock’s prior senior leadership experience at several companies, including as chief executive officer and chief financial officer, current and past experience as a board member at other companies and his expertise in finance, strategy and financial accounting (including qualification as an audit committee financial expert), along with his independence, make him a valuable member of our Board.

Rakesh Sachdev has served on our Board since April 2019 and is a member of the Audit and Finance Committee and the Compensation and Human Resources Committee. Mr. Sachdev serves as a director of Element Solutions Inc., a global diversified specialty chemicals company and as a director of Regal-Beloit Corporation, an electric motor manufacturer, and Edgewell Personal Care Company, a consumer products company. Mr. Sachdev previously served as Chief Executive Officer of Platform Specialty Products (which changed its name to Element Solutions Inc. in January 2019) from January 2016 to 2019. Prior to joining Element Solutions Inc. in January 2016, Mr. Sachdev served for six years as Chief Executive Officer and as a director at Sigma-Aldrich Corporation, a chemical, life science and biotechnology company, where he had been President and Chief Executive Officer since 2010. He joined Sigma-Aldrich as Chief Financial Officer in 2008, taking on the additional role of Chief Administrative Officer in 2009 with direct oversight of the international business. From 2007 to 2008, Mr. Sachdev was Senior Vice President and President Asia Pacific at ArvinMeritor Inc. (now called Meritor Inc.), a global supplier of automotive systems and components. In May 2008, Mr. Sachdev became Executive Vice President, Chief Administrative Officer and Managing Director of Emerging Markets at Arvin Innovation Inc., a spin off business of ArvinMeritor Inc. He also held other senior leadership roles in strategy and corporate development, finance and general management for several ArvinMeritor global businesses from 1999 to 2007. Previously, he acquired 18 years of senior management experience with Cummins Inc., a global engine and power systems manufacturer, in various leadership roles, including Chief Financial Officer of its automotive business unit and Managing Director in Mexico. Mr. Sachdev earned an M.B.A. from Indiana University, a Masters in Mechanical Engineering from the University of Illinois and a Bachelor’s degree in Mechanical Engineering from the Indian Institute of Technology in New Delhi. Mr. Sachdev’s extensive senior management and board experience with companies in the life sciences and manufacturing industries, and his experience in the areas of finance, strategy and international business transactions, along with his independence, make him a valuable member of our Board.

Christi Shaw has served on our board since November 2018. Ms. Shaw is Senior Vice President of Eli Lilly Company, a global healthcare company, and President of Lilly Bio-Medicines, the business within Eli Lilly Company that comprises neuroscience and immunology, a position she has held since April 2017. From 2014 to 2016, Ms. Shaw served as U.S. country head and President of Novartis Pharmaceutical Corporation, a global healthcare company, and from 2010 to 2014 as North American region head of Novartis Oncology. Prior to 2010, Ms. Shaw held several leadership positions at Johnson & Johnson, Inc. Ms. Shaw also serves as an executive board member of the Biotechnology Innovation Organization and is the co-founder of the More Moments More Memories Foundation to assist people with cancer and their caregivers. Ms. Shaw holds a B.B.A. in Marketing from Iowa State University and an M.B.A. from the University of Wisconsin. Ms. Shaw’s extensive senior leadership experience within the healthcare industry and services as a Board Member of a large trade organization, along with her independence, make her a valuable member of our Board.

 

126


Table of Contents

Family Relationships

There are no family relationships between any of our executive officers and directors.

Composition of the Board of Directors

Our business and affairs are managed under the direction of our Board of Directors. Robert Fine intends to resign from the Board of Directors, effective upon consummation of this offering. In connection with this offering, we will amend and restate our certificate of incorporation to provide for a classified Board of Directors, with three directors in Class I (expected to be Thomas Connolly, Jonathan Peacock and Andre Moura), three directors in Class II (expected to be Matthew Holt, Christi Shaw and Rakesh Sachdev) and three directors in Class III (expected to be Rajiv Gupta, Michael Stubblefield and Jo Natauri). See “Description of Capital Stock—Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws and Certain Provisions of Delaware Law—Classified Board of Directors.” Our independent directors will be Jonathan Peacock, Rakesh Sachdev and Christi Shaw.

Our Board of Directors will have discretion to determine the size of the Board of Directors. Subject to certain exceptions, newly created director positions resulting from an increase in size of the Board of Directors and vacancies may be filled by our Board of Directors. See “Description of Capital Stock—Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws and Certain Provisions of Delaware Law—Removal of Directors; Vacancies.”

Board Committees

Our Board of Directors have established an audit and finance committee, a compensation and human resources committee and a nominating and governance committee. The composition and responsibilities of each committee following this offering are described below. Members serve on these committees until their resignation or until otherwise determined by our board.

For each committee below, the rules of the SEC and the NYSE require us to have one independent committee member upon the listing of our common stock, a majority of independent committee members within 90 days of the effective date of the registration statement of which this prospectus forms a part and all independent audit committee members within one year of the effective date of the registration statement of which this prospectus forms a part.

Audit and Finance Committee

Upon the completion of this offering, our audit and finance committee will consist of Jonathan Peacock, Andre Moura and Rakesh Sachdev, with Jonathan Peacock serving as chair. Our audit and finance committee will be responsible for, among other things:

 

   

selecting and hiring our independent auditors, and approving the audit and non-audit services to be performed by our independent auditors;

 

   

assisting the Board of Directors in evaluating the qualifications, performance and independence of our independent auditors;

 

   

assisting the Board of Directors in monitoring the quality and integrity of our financial statements and our accounting and financial reporting;

 

   

reviewing the adequacy and effectiveness of our internal control over financial reporting processes;

 

   

reviewing with management and our independent auditors our annual and quarterly financial statements;

 

127


Table of Contents
   

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

 

   

preparing the audit committee report that the SEC requires in our annual proxy statement; and

 

   

reviewing related-party transactions.

Compensation and Human Resources Committee

Upon completion of this offering, our compensation and human resources committee will consist of Matthew Holt, Rakesh Sachdev and Christi Shaw, with Matthew Holt serving as chair. The compensation and human resources committee will be responsible for, among other things:

 

   

reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating our CEO’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board of Directors), determining and approving our CEO’s compensation level based on such evaluation;

 

   

reviewing and approving, or making recommendations to the Board of Directors with respect to, the compensation of our other executive officers, including annual base salary, bonus, equity-based incentives and other benefits;

 

   

reviewing and recommending to our Board of Directors with respect to the compensation of our directors; and

 

   

reviewing and making recommendations with respect to our equity compensation plans.

Nominating and Governance Committee

Upon completion of this offering, we expect our nominating and governance committee will consist of Rajiv Gupta, Jonathan Peacock and Christi Shaw, with Rajiv Gupta serving as chair. The nominating and governance committee is responsible for, among other things:

 

   

assisting our Board of Directors in identifying prospective director nominees and recommending nominees to the Board of Directors;

 

   

overseeing the evaluation of the Board of Directors and management;

 

   

reviewing developments in corporate governance practices and developing and recommending a set of corporate governance guidelines; and

 

   

recommending members for each committee of our Board of Directors.

Compensation Committee Interlocks and Insider Participation

Messrs. Holt (Chairman) and Sachdev and Ms. Shaw are the current members of our Compensation and Human Resources Committee, and none of them is or has been our officer or employee. Mr. Holt is a Managing Director at New Mountain Capital. For a description of the transactions between us and New Mountain Capital, see “Certain Relationships and Related Party Transactions.” Apart from these relationships, no member of the Compensation and Human Resources Committee has any relationship that would be required to be reported under Item 404 of Regulation S-K. No member of the Compensation and Human Resources Committee serves or served during the most recent fiscal year as a member of the Board of Directors or compensation committee of a company that has one or more executive officers serving as a member of the Board or Compensation and Human Resources Committee.

 

128


Table of Contents

Code of Ethics

The Company maintains a Code of Conduct and Ethics that applies to all of our officers and employees, including our principal executive officer, principal financial officer and principal accounting officer, which will be posted on our Internet website on the “Governance” link to the “About Us” page. Our Code of Conduct and Ethics is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. The information contained on, or accessible from, our website is not part of this prospectus by reference or otherwise. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website.

Compensation Discussion and Analysis

This compensation discussion and analysis (our “CD&A”) provides an overview of our executive compensation philosophy and the material elements of compensation awarded to, earned by, or paid to our named executive officers with respect to the year ended December 31, 2018.

Our named executive officers consist of our Chief Executive Officer, our current Chief Financial Officer, our former Chief Financial Officer, and our three other most highly compensated executive officers who served in the capacities listed opposite their respective names on December 31, 2018 (collectively, our “named executive officers”). For 2018, the named executive officers were:

 

Name

  

Title

Michael Stubblefield

  

President and Chief Executive Officer

Thomas Szlosek(1)

  

Executive Vice President and Chief Financial Officer

Bjorn Hofman

  

Executive Vice President and Chief Operating Officer

Gerard Brophy(2)

  

Executive Vice President, Biopharma Production

Frederic Vanderhaegen(3)

  

Executive Vice President, Europe

Gregory Cowan(4)

  

Former Executive Vice President and Chief Financial Officer

 

(1)

Mr. Szlosek joined us on December 3, 2018.

(2)

Mr. Brophy joined us on July 30, 2018.

(3)

Mr. Vanderhaegen joined us on October 8, 2018.

(4)

Mr. Cowan retired effective December 31, 2018.

This CD&A is divided into three sections:

 

Executive Summary   

•  Our Compensation Philosophy and Objectives

•  Our Executive Compensation Practices

•  Transition of Our Executive Compensation Programs

 

Compensation Philosophy & Objectives—How we make compensation decisions   

•  Our Compensation Philosophy and Objectives

•  Role of the Compensation Committee and our Executive Officers

 

Elements of Compensation—What we pay and why   

•  Base Salary, Guaranteed, Sign-on and Discretionary Bonuses, Performance-Based Cash Incentive Compensation, Long-Term Incentive Programs, VWR Retention Bonuses, Other Components, Severance Arrangements, Departure of Mr. Cowan, Actions Taken in Connection with This Offering, and Hedging, Short Sales and Pledging Policies

 

129


Table of Contents

Executive Summary

Our Compensation Philosophy and Objectives

Our primary executive compensation objectives are to:

 

        Attract and Retain Talent    Provide a total compensation program that enables the company to
attract, motivate, retain and reward high-performing executives, who
have the ability to contribute to our success, and encourage
management to place its primary focus on strategic planning and
financial and operational priorities to ensure the achievement of our
global strategy.
        Pay for Performance    Support a “pay-for-performance” orientation to provide differentiated rewards for strong financial, operating and individual performance, including the use of cash and equity incentive compensation payments based in part upon our performance to encourage the achievement of short-term and long-term financial and operational objectives.
        Market Competitive Pay    Provide a total compensation opportunity that is competitive with our market and the industry within which we compete for executive talent.

Our Executive Compensation Practices

The material elements of our 2018 executive compensation programs included base salary, an annual cash incentive plan that is tied to company financial and individual performance, long-term incentive opportunities, signing and other guaranteed cash bonuses, broad-based employee benefits, certain perquisites and severance benefits, all of which are described below.

Transition of Our Executive Compensation Programs

In connection with the VWR Acquisition, the compensation and human resources committee (the “Compensation Committee”) undertook a comprehensive review of our executive compensation program. We entered into new written employment arrangements with Messrs. Stubblefield and Hofman governing the terms of their employment. Mr. Cowan’s employment with us continued pursuant to the terms of his employment arrangement with VWR. We entered into written employment arrangements with Messrs. Szlosek, Brophy and Vanderhaegen when they joined us. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2018—Employment Arrangements.”

Under their respective employment arrangements, our named executive officers are also generally eligible to receive an annual cash incentive bonus. See “Elements of Compensation—What We Pay and Why—Performance-Based Cash Incentive Compensation.” In addition, pursuant to their employment arrangements, we granted stock options to Messrs. Stubblefield, Szlosek, Hofman, Brophy and Vanderhaegen. See “Elements of Compensation—What We Pay and Why—Long-Term Incentive Programs.”

In December 2018, in connection with this offering, the Compensation Committee engaged Frederic W. Cook & Company (“FW Cook”) as its independent compensation consultant, to assist in the establishment of a peer group for compensation benchmarking purposes, help align executive pay with public company market practices, review our short and long-term performance-based compensation programs and to advise generally on executive and director compensation in connection with becoming a public company. We anticipate that we will continue to review our executive compensation programs in connection with this offering and make such changes as are determined to be necessary or appropriate for our status as a public company. As we gain experience as a public company, we expect that the specific direction, emphasis and components of our executive compensation programs will continue to evolve. Accordingly, the compensation paid to our named executive officers for 2018, and the form and manner in which it was paid, is not necessarily indicative of how we will compensate our named executive officers after this offering.

 

130


Table of Contents

Compensation Philosophy, Objectives & Process—How We Make Compensation Decisions

Our Compensation Philosophy and Objectives

Our philosophy is to offer an executive compensation program that enables us to attract, motivate, reward and retain high-performing executives who are capable of creating and sustaining value for our stockholders over the long term. In addition, the executive compensation program is designed to provide a fair and competitive compensation opportunity that appropriately rewards executives for their contributions to our success. We believe that it is important to reinforce a results-oriented management culture focusing on our level of earnings, the achievement of both short-term and long-term goals and objectives, including the acceleration of our global growth strategy, and individual performance objectives. Pay received by executives is intended to be commensurate with organizational performance, individual performance, and labor market conditions. As part of its oversight responsibility, the Compensation Committee considers the impact of our risk profile and seeks to maintain a balanced compensation program that does not incentivize undue or inappropriate risks that are reasonably likely to have a material adverse effect on us.

Role of the Compensation Committee and our Executive Officers

Our Compensation Committee recommended the 2018 compensation of our Chief Executive Officer, which was ultimately approved by our Board of Directors, and determined the compensation of each of our other named executive officers. Prior to this offering, we were a privately-held company and our executive compensation practices were tied to immediate business needs relating to hiring and retaining talent and did not necessarily align with market pay practices at public companies. As discussed above, our Compensation Committee has engaged FW Cook as its independent compensation consultant to assist in evaluating our executive and director compensation programs in connection with this offering.

Elements of Compensation—What We Pay and Why

This section describes our executive compensation programs for 2018.

Base Salary

Base salary compensates executives for performing the requirements of their positions and provides executives with a predictable and stable level of cash income with respect to a portion of their total compensation. Base salaries are intended to reward strong performance and to attract and retain key executives. Base salaries are subject to the Compensation Committee’s annual review, which includes a review of internally prepared competitive market compensation data based on the Willis Towers Watson 2017 General Industry Salary Survey, a broad-based published survey, and each named executive officer’s compensation relative to our other executive officers, position and responsibilities, and individual performance over given periods. The Compensation Committee also considers general economic and industry conditions, company performance and executive compensation trends.

In connection with and effective as of the VWR Acquisition, we increased the base salaries of our named executive officers who were employed by us at such time in recognition of their increased job responsibilities following the acquisition. Pre-acquisition and post-acquisition base salaries, including for our new executives, are as follows:

 

Name

   Pre-VWR Acquisition
Base Salary
     Post-VWR Acquisition
Base Salary
    % Increase  

Michael Stubblefield

   $ 500,000      $ 700,000       40

Thomas Szlosek

     —        $ 600,000       —    

Bjorn Hofman

   $ 400,000      $ 450,000       12.5

Gerard Brophy

     —        $ 435,000       —    

Frederic Vanderhaegen

     —        $ 373,355 (1)      —    

Gregory Cowan

   $ 520,000      $ 546,000       5

 

131


Table of Contents

 

(1)

Converted from Swiss francs to U.S. dollars using the average of the monthly average exchange rates for 2018 (1.02289).

Guaranteed, Sign-on and Discretionary Bonuses

From time to time, we may award guaranteed, sign-on and discretionary bonuses to attract or retain executive talent. Generally, sign-on bonuses are used to incentivize candidates to leave their current employers or may be used to offset the loss of unvested compensation they may forfeit as a result of leaving their current employers.

Mr. Stubblefield’s employment arrangement provides for a $130,000 cash bonus to be paid on February 15th of each calendar year, subject to Mr. Stubblefield’s continued employment on each applicable payment date. This bonus was paid on February 15, 2018.

Mr. Szlosek’s employment arrangement provides for a one-time conditional signing bonus of $225,000, which we paid to him on December 28, 2018. Mr. Szlosek is required to repay the full amount of the signing bonus to us on his last day of employment if he terminates his employment with us voluntarily for any reason other than good reason (as defined in Mr. Szlosek’s employment letter) on or prior to December 3, 2019.

In addition, in connection with Mr. Cowan’s agreement to assume his role as our Executive Vice President and Chief Financial Officer after the VWR Acquisition, his annual cash incentive plan compensation was guaranteed at a minimum of 100% of target for 2018, or $409,500, which was paid quarterly. Finally, in lieu of continuing to provide certain executive benefits and perquisites that were maintained at VWR, we provided a special cash bonus to Mr. Cowan on November 16, 2018 of $61,025, which is equal to 1.5 times the value of the annual executive perquisite and benefits that had been provided to Mr. Cowan.

Performance-Based Cash Incentive Compensation

During 2018, we maintained the legacy performance-based cash incentive programs of Avantor, known as the Annual Incentive Plan (the “AIP”), and VWR, known as the Management Incentive Plan (the “MIP”). As a result, Messrs. Stubblefield and Hofman participated in the AIP and Messrs. Brophy and Cowan participated in the MIP. Messrs. Szlosek and Vanderhaegen were ineligible to participate in the 2018 MIP as they joined us after October 1, 2018. The AIP and MIP are designed to encourage and reward contributions toward achieving our business goals. Each of the AIP and the MIP provide for a bonus opportunity based on achievement of a company-wide financial target and, other than with respect Mr. Stubblefield, individual performance.

For 2018, our Board of Directors and Compensation Committee established company-wide consolidated Management EBITDA targets, calculated on a constant currency basis, as the company-wide financial target. For the definition of Management EBITDA and reconciliation to the most directly comparable measure under GAAP, see “Summary—Summary Historical Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reconciliations of Non-GAAP Financial Measures” elsewhere in this prospectus. Constant currency Management EBITDA is calculated using fixed foreign currency exchange rates based on the average of the prior year’s monthly average rates. These rates are generally established at the beginning of the year in connection with the development of the operating plan for the year, in order to ensure that management is focused on long-term growth and not on short-term changes in foreign currency exchange rates.

In order to fund any portion of the AIP and MIP pools, the Company must first meet the minimum constant currency Management EBITDA target, which was $941.3 million for 2018. If this threshold is not met, the plans are not funded and no payouts are made. Upon achievement of the minimum constant currency Management EBITDA of $941.3 million, the payout then graduates on a straight-line basis to $981.3 million for a 100%

 

132


Table of Contents

payout. It then graduates on a straight-line basis to a 165% payout if we achieved $1,033.3 million of constant currency Management EBITDA. The aggregate payout under the AIP and MIP cannot exceed the total amount achieved under the respective plan.

Our Board of Directors and Compensation Committee chose Management EBITDA as the financial target because it is a key measure used by management to set business goals and evaluate our financial results and profitability. Management EBITDA is used by our senior management to establish financial earnings targets in its annual operating plan.

For 2018, for participating executives other than Mr. Stubblefield, a personal performance modifier will also be applied for purposes of the bonus calculation. This modifier was based on the achievement of a combination of personal goals, such as driving company strategy and results, excellence and innovation, customer focus, accountability and judgement. These goals are not weighted for purposes of evaluating personal performance.

The following table illustrates the target bonus calculation formula for 2018, except that Mr. Stubblefield’s bonus calculation formula does not provide for a personal performance modifier and his maximum bonus percentage is fixed:

 

Cash Bonus

   x      Performance Factors    =      Cash Bonus  
Base Salary    x      Target Bonus
Opportunity
(expressed as
a percentage
of base salary)
   x     

Constant
Currency
Management
EBITDA
Achievement
(expressed as

a percentage

of target bonus)

   x   

Personal
Performance
Modifier
(expressed as

a percentage

of target bonus)

   =      Annual
Cash Bonus
Award
 
      75% to 200% target bonus based on role       AIP: 0%-165%

MIP: 0%-200%

      AIP: 0%-240%

MIP: 0%-120%

     

The table below sets forth the target and maximum bonus opportunity percentages for the participating named executive officers for 2018. Maximum bonus percentages assume maximum achievement of the Management EBITDA target and applies the maximum personal performance modifier for all executives other than Mr. Stubblefield.

 

Name

   Target % of Base
Salary
    Maximum % of
Base

Salary
 

Michael Stubblefield(1)

     200     330

Bjorn Hofman

     80     316.8

Gerard Brophy

     75     148.5

Gregory Cowan

     75     148.5

 

(1)

Under his employment agreement, Mr. Stubblefield’s bonus opportunity for threshold level performance is equal to 100% of base salary.

Notwithstanding the above, the Compensation Committee has discretion to modify all or any portion of any award as it deems necessary or appropriate.

We achieved Constant Currency Management EBITDA of $993.7 million for 2018, which exceeded our target of $981.3 million for a 100% payout. Based on straight-line graduation as described above, our percentage achievement under the AIP and MIP was 115%.

In assessing the personal performance modifier component of our bonus program, the Compensation Committee evaluated each participating named executive officer’s performance in his individual role and as a leader in driving company strategy and results and achieving our business objectives. The personal performance

 

133


Table of Contents

modifier assigned to each named executive officer incorporated our assessment of the strength of his leadership with respect to, and demonstration of, our values-based behavior described above. This evaluation resulted in the personal performance modifiers described below for each of Messrs. Hofman, Brophy and Cowan.

On the basis of the factors described above, annual bonus awards for each of the named executive officers on account of 2018 performance is set forth in the table below.

 

Name    2018
Target
Bonus
     Constant
Currency
Management

EBITDA
Achievement
   

 

     Personal
Performance
Modifier
   

 

          2018
Performance
Cash Bonus
    

 

 

Michael Stubblefield

   $ 1,400,000        x       115        x        N/A         =     $ 1,610,000     

Bjorn Hofman

   $ 360,000        x       115        x        100       =     $ 414,000     

Gerard Brophy(1)

   $ 135,938        x       115        x        105       =     $ 168,185     

Gregory Cowan(2)

   $ 409,500        x       115        x        100       =     $ 470,925     

 

(1)

Mr. Brophy’s award was pro-rated based on his partial year of service in 2018.

(2)

Mr. Cowan’s award was guaranteed at a minimum cash bonus of 100% of target for 2018.

Although Mr. Vanderhaegen was ineligible to participate in the MIP during 2018, we agreed that if target Management EBITDA is achieved or exceeded, he will be eligible for a $125,000 cash bonus. His employment arrangement provides for a target bonus percentage of 75% of base salary.

Additional details regarding the dollar value of target and maximum bonus payout opportunities for 2018 are provided under “Executive Compensation Tables—Grants of Plan-Based Awards.”

Long-Term Incentive Programs

Our Compensation Committee believes that equity awards are a key component of our executive compensation program because they help us attract, motivate and retain executive talent.

In connection with the VWR Acquisition, we adopted the Vail Holdco Corp Equity Incentive Plan (the “Vail Plan”), which enables us to grant stock options, stock appreciation rights, restricted stock, restricted stock units and other cash-based awards, and to subject those awards to vesting to promote a long-term perspective. Our directors, officers and other employees, and of our subsidiaries, as well as others performing consulting or advisory services for us or our subsidiaries, are eligible for grants under the Vail Plan. The purpose of the Vail Plan is to provide incentives that will attract, retain and motivate high-performing officers, directors, employees and consultants by providing them with appropriate incentives and rewards through a proprietary interest in our long-term success.

In connection with the VWR Acquisition, in order to properly incentivize management, we granted Messrs. Stubblefield and Hofman options to purchase shares of our common stock pursuant to the Vail Plan. Messrs. Stubblefield and Hofman were granted options to purchase 3,380,200 and 1,352,080 shares of common stock, respectively. Upon joining the Company in 2018, Messrs. Brophy, Vanderhaegen and Szlosek were granted options to purchase 540,830, 540,830 and 1,352,080 shares of common stock, respectively.

The options granted to our named executive officers under the Vail Plan have a ten-year term, with 60 percent of each grant vesting quarterly over four years (the “time-vesting options”), and the remaining 40 percent vesting upon the occurrence of a “change in control” (as defined in the Vail Plan) or a public offering (including this offering), in each case, prior to December 13, 2020 (or 20 percent, if such event occurs after December 13, 2020 and prior to December 13, 2021) (the “performance-vesting options”), subject to the executive’s continued employment through each such date. In the event of a change in control prior to an applicable vesting date, any then unvested time-vesting options will vest, subject to the executive’s continued

 

134


Table of Contents

employment through such date. In the event of the termination of an executive’s employment (other than for “cause” (as defined in the Vail Plan)), any then-unvested options will be immediately forfeited for no consideration, and any then-vested options will remain outstanding and exercisable for 180 days following such termination, subject to earlier expiration of the option. In the event of such executive’s termination for “cause,” all options, whether exercisable or not, will be immediately forfeited for no consideration.

In addition, in connection with the VWR Acquisition, outstanding stock options and time-based vesting restricted stock in Avantor Inc. granted pursuant to the Avantor, Inc. Equity Incentive Plan (the “Legacy Avantor Equity Plan”) were converted on a one-for-one basis into corresponding equity awards based on shares of our common stock, with substantially similar vesting terms. Messrs. Stubblefield and Hofman hold outstanding stock options under the Legacy Avantor Equity Plan. The last tranche of time-based restricted stock granted under the Legacy Avantor Equity Plan held by Mr. Stubblefield vested on March 24, 2019.

The options issued to our named executive officers under the Legacy Avantor Equity Plan have a ten-year term, and vest 25% per year commencing on the first anniversary of the grant date, subject to the executive’s continued employment through the applicable vesting date. In the event of the termination of an executive’s employment (other than for “cause” (as defined in the Legacy Avantor Equity Plan)), any then-unvested options will be immediately forfeited for no consideration, and any then-vested options will remain outstanding and exercisable for 180 days following such termination, subject to earlier expiration of the option. In the event of such executive’s termination for “cause,” all options, whether exercisable or not, will be immediately forfeited for no consideration.

The time-based vesting restricted stock issued pursuant to the Legacy Avantor Equity Plan provided that, subject to the executive’s continued employment through the applicable vesting date, the shares of restricted stock vested 25% per year commencing on the first anniversary of the grant date.

The Legacy Avantor Equity Plan was frozen for new issuances in connection with the VWR Acquisition.

Our shares of common stock, including shares held by our named executive officers, are subject to the terms of our Stockholders Agreement, dated November 21, 2017. Under the Stockholders Agreement, we have specified repurchase rights with respect to shares of common stock held by our employees in the event of an employee’s termination. Specifically, we may repurchase an employee’s shares of common stock for a 210-day period commencing on the fifth day after the later of (i) the date that is six months after the date of the acquisition of the shares (whether by exercise of options or grant of shares) and (ii) the termination date. During this period, we may repurchase the shares for their fair market value if the employee stockholder’s employment is terminated by us other than for cause, by the employee stockholder with good reason prior to the second anniversary of the initial acquisition date, by the employee stockholder with or without good reason on or following the second anniversary of the initial acquisition date, or by reason of the employee stockholder’s death, disability or incompetency. In the event of a termination of employment by us for cause or by the employee stockholder without good reason prior to the second anniversary of the grant date, we may repurchase the shares for the lesser of (i) the amount paid by such stockholder to acquire the shares (or in the case of shares initially issued as restricted shares, $0.01) and (ii) fair market value. With respect to unvested restricted shares, we may repurchase any such shares held by a terminated employee for a price of $0.01 per share during a specified call period, which begins on the fifth day after the later of (i) the date that is six months after the grant date and (ii) the termination date.

Additional details regarding the equity awards described above, including grant dates and exercise prices, are provided under “Executive Compensation Tables—Outstanding Equity Awards at December 31, 2018.”

VWR Retention Bonuses

Prior to its acquisition by the Company, VWR established a management retention program (“retention program”) covering Mr. Cowan. The retention program provided for a bonus in a fixed amount (the “retention bonus”) for Mr. Cowan of $2,125,000.

 

135


Table of Contents

Under the retention program if (i) Mr. Cowan was employed by the Company or its affiliates (including, without limitation, Avantor and any affiliate of Avantor) on May 4, 2018 (the “vesting date”) or (ii) Mr. Cowan’s employment with the Company and its affiliates was terminated before the vesting date (A) by the Company for a reason other than “cause” (as defined in the retention program), (B) by Mr. Cowan for “good reason” (as defined in the retention program) or (C) due to Mr. Cowan’s death or disability, a retention bonus would be paid in a cash lump sum to him within 10 days of the vesting date, subject to the execution and non-revocation of a release of claims against us. The right to receive a retention bonus would be forfeited upon any other termination of employment with the Company and its affiliates. We subsequently agreed with Mr. Cowan that if the acquisition of VWR closed prior to May 4, 2018, we would pay 50% of his retention bonus on the date of closing and the remaining 50% on May 4, 2018.

In connection with the VWR Acquisition, VWR’s Compensation Committee considered the impact of the potential golden parachute excise tax pursuant to Sections 280G and 4999 of the Code on Mr. Cowan in connection with payments under the retention program and determined that the imposition of the excise tax on him would result in a significant personal tax burden that would deprive him of a substantial portion of the value of his compensatory payments in connection with the acquisition. VWR’s Compensation Committee assessed the costs and benefits of making gross-up payments to alleviate the effect of the golden parachute excise tax on Mr. Cowan to VWR, its stockholders, the surviving corporation and Mr. Cowan. VWR’s Board of Directors, upon recommendation of VWR’s compensation committee, determined that it was in the best interests of VWR’s stockholders to mitigate the negative tax impact to Mr. Cowan that would otherwise result from our acquisition of VWR, which was expected to bring significant financial benefits to VWR’s stockholders. Upon recommendation of VWR’s compensation committee, VWR’s Board of Directors approved that the retention bonuses payable pursuant to the retention program, and also provided for the payment of an additional bonus in an amount so that, on a net after-tax basis, Mr. Cowan would be in the same position as if no golden parachute excise tax had applied to him (the “excise tax gross-up payment”).

Half of the retention bonus awarded to Mr. Cowan was paid on the date of the closing of the VWR Acquisition and the remaining half was paid on May 4, 2018. No excise tax gross-up payment was made to Mr. Cowan in respect of the retention bonus payments.

Even though the retention bonus was awarded and the full amount was accrued by VWR and not by Avantor, we have included the portions of the retention bonuses that were earned by Mr. Cowan for services performed for Avantor during 2018 in the “All Other Compensation” column in the Summary Compensation Table below.

Other Components

Retirement and Other Benefits

U.S. Pension Plan. We sponsor a defined benefit pension plan that was frozen on May 31, 2005 (the “U.S. Pension Plan”). In 2016, we made a decision to re-open the U.S. Pension Plan solely for purposes of providing a cash balance benefit to U.S. employees (except employees covered by collective bargaining agreements). For 2018, an amount equal to 2% of each eligible employee’s compensation was allocated by us to the U.S. Pension Plan on a quarterly basis. All contributions to the U.S. Pension Plan are fully-vested upon contribution. Mr. Cowan was eligible to participate in and receive benefits under the U.S. Pension Plan. Additional details regarding this pension plan are provided under “Executive Compensation Tables-Pension Benefits.”

Swiss Pension Plan. Our Swiss subsidiary, VWR International GmbH, sponsors the Swiss pension plan, which is a cash balance benefit (or pension) plan. Each year, contributions to the plan are made by each of the individual participants in the plan and the employer, with the employer portion of the contribution being at least equal to the total contributions made by the participant, up to a maximum contribution of 13% of the participant’s base salary. Amounts in the plan bear interest depending on the annual performance of the pension

 

136


Table of Contents

plan, including certain minimum amounts as set by Swiss law. Retirement benefits may be paid in the form of a lump-sum payment or a retirement pension when the employee reaches the normal retirement age under the plan of 65. Mr. Vanderhaegen was eligible to participate in the Swiss Pension Plan in 2018.

Savings Plans. In 2018, we sponsored the VWR International, LLC Retirement Savings 401(k) Plan (the “VWR Savings Plan”) and the Avantor Performance Materials, Inc. Savings Plan (the “Avantor Savings Plan” and together with the VWR Savings Plan, the “Savings Plans”), which are tax-qualified retirement savings plans available to all U.S.-based employees, including our U.S.-based named executive officers. Our employees are able to contribute, on a before-tax basis, up to 90% of their earnings to the Avantor Savings Plan, and up to 99% of their earnings to the VWR Savings Plan, up to the limit prescribed by the Internal Revenue Service. We have historically matched 50% of the first 6% of contributions to the Avantor Savings Plan and 100% of the first 4% of contributions to the VWR Savings Plan, subject to earnings limitations under applicable federal income tax rules. Company contributions to the Avantor Savings Plan vest according to a 2-year cliff vesting schedule. Company contributions to the VWR Savings Plan are fully-vested upon contribution. For 2018, Mr. Stubblefield was eligible to participate in the Avantor Savings Plan and Messrs., Hofman, Brophy and Cowan were eligible to participate in the VWR Savings Plan. Based on his start date, Mr. Szlosek was not eligible to participate in the Savings Plans for 2018. As of January 1, 2019, the Avantor Savings Plan merged into the VWR Savings Plan. Our contributions to named executive officers’ respective Savings Plan accounts is reflected in the column “All Other Compensation” of the Summary Compensation Table.

Nonqualified Deferred Compensation Plan. Mr. Cowan was eligible to participate in our Nonqualified Deferred Compensation Plan (the “Nonqualified Deferred Compensation Plan”). The Nonqualified Deferred Compensation Plan became effective May 1, 2007 and was terminated effective January 31, 2018. Under the Nonqualified Deferred Compensation Plan, eligible participants were entitled to defer up to 50% of their base salaries and up to 100% of their annual cash bonus awards. In addition, the Nonqualified Deferred Compensation Plan allowed us to credit certain matching amounts to the notional account of each eligible participant for each year, provided certain company performance goals are satisfied. These matching amounts were provided to restore matching amounts to which the participant would otherwise be entitled under the applicable Savings Plan, but which are limited due to earnings limitations under federal income tax rules. Additional details regarding this plan are provided under “Executive Compensation Tables—Nonqualified Deferred Compensation Plan.”

Perquisites and Other Personal Benefits

Our Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to our named executive officers. The perquisites and other benefits provided to our named executive officers in 2018 included automobile allowances for Mr. Stubblefield equal to $30,000 and for Mr. Vanderhaegen equal to $3,167 (pursuant to the terms of their respective employment agreements).

In addition, we also agreed to provide Mr. Cowan with a housing allowance of $1,500 per month through his retirement on December 31, 2018 and a tax gross-up in respect thereof.

Our named executive officers are offered health coverage and disability insurance under the same programs as all other salaried employees.

Severance Arrangements

Our employment arrangements with each of our named executive officers provide for payments and other benefits in connection with certain qualifying terminations of employment. Our Compensation Committee believes that these severance benefits: (1) help secure the continued employment and dedication of our named executive officers; (2) enhance our value to a potential acquirer because our named executive officers have noncompetition, nonsolicitation and confidentiality provisions that apply after any termination of employment, including after a change in control; and (3) are important as a recruitment and retention device, as many of the

 

137


Table of Contents

companies with which we compete for executive talent have similar agreements in place for their senior management.

Additional information regarding the severance arrangements with each of our named executive officers, including a quantification of benefits that would have been received by each named executive officer who are currently employed by the Company had his employment terminated on December 31, 2018, is provided under “Termination and Change of Control Arrangements.”

Departure of Mr. Cowan

Mr. Cowan retired effective December 31, 2018. See “Termination and Change of Control Arrangements—Departure of Mr. Cowan” for further details regarding his departure.

Actions Taken in Connection with This Offering

In April 2019, in consultation with FW Cook and as recommended by our Compensation Committee, our Board of Directors approved adjustments to Mr. Stubblefield’s compensation arrangements, as follows:

 

   

increase in base salary to $1,085,000;

 

   

decrease in target bonus percentage for 2019 from 200% to 165%;

 

   

elimination of $130,000 annual guaranteed cash bonus;

 

   

elimination of $30,000 automobile allowance; and

 

   

certain adjustments to termination and change of control benefits, as described under “—Termination and Change of Control Arrangements.”

At the same time, also in consultation with FW Cook and as recommended by our Compensation Committee, our Board of Directors approved adjustments to the termination and change of control benefits for Messrs. Brophy and Vanderhaegen, as described under “—Termination and Change of Control Arrangements.”

To reflect the above adjustments, on April 2, 2019, we amended and restated our written arrangement with Mr. Brophy, and on April 10, 2019, we amended and restated our written arrangements with Mr. Stubblefield, and entered into an addendum to Mr. Vanderhaegen’s written arrangement.

Please see “—2019 Equity Incentive Plan” below for details regarding the Avantor, Inc. 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”) and “—2019 Employee Stock Purchase Plan” below for details regarding the Avantor, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”), each of which our Board of Directors expects to adopt, and we expect our stockholders to approve, in connection with this offering.

IPO Equity Awards

In connection with this offering, we expect to make grants of restricted stock units under the 2019 Equity Incentive Plan to each of our named executive officers (other than Mr. Cowan).

Upon the completion of this offering, we expect to award Messrs. Stubblefield, Szlosek, Hofman, Brophy and Vanderhaegen approximately $14,000,000, $2,600,000, $2,200,000, $2,200,000 and $2,200,000 worth of restricted stock units, respectively, pursuant to the 2019 Equity Incentive Plan. The actual number of restricted stock units to be awarded to each named executive officer will be determined based on the initial public offering price per share. Assuming an initial public offering price of $19.50 per share (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus), Messrs. Stubblefield, Szlosek, Hofman, Brophy and Vanderhaegen would be awarded the following number of restricted stock units: 717,949,

 

138


Table of Contents

133,333, 112,821, 112,821 and 112,821, respectively. The restricted stock units awarded to our named executive officers will be unvested as of the date of grant and 50% of the restricted stock units will vest on the second anniversary of the completion of this offering and the remaining 50% of the restricted stock units will vest in two substantially equal installments on the following two anniversaries of the completion of this offering, subject to the named executive officer’s continued employment through the applicable vesting date; provided, that upon the occurrence of a change in control and subject to the named executive officer’s continuous employment through the date of such change in control, all then-unvested restricted stock units will fully vest.

In connection with this offering, we also expect to award approximately $15,108,938 worth of options to other employees and approximately $49,943,563 worth of restricted stock units to other employees. The actual number of options to be awarded to other employees will be determined based on their grant date fair value, calculated using the Black-Scholes option pricing model. Assuming an initial public offering price of $19.50 per share (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus), and a grant date fair value of $6.73 per option, we would expect to award other employees options to purchase 2,245,013 shares of common stock. The actual number of restricted stock units to be awarded to other employees will be determined based on the initial public offering price per share. Assuming an initial public offering price of $19.50 per share (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus), we would expect to award other employees 2,561,208 restricted stock units.

Upon completion of this offering, we expect to award approximately $200,000 worth of restricted stock units under the 2019 Equity Incentive Plan to each of our non-employee directors (other than the directors employed by New Mountain Capital or by Goldman Sachs), which awards are intended to constitute the 2019 annual grant under our newly adopted director compensation program, which is described in more detail below under “—Director Compensation Following This Offering.” The actual number of restricted stock units to be awarded to each eligible director will be determined based on the initial public offering price per share. Assuming an initial public offering price of $19.50 per share (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus), each eligible director would be awarded 10,256 restricted stock units. These awards will vest in full on the earlier of (x) the first anniversary of the Vesting Start Date (as defined in the restricted stock unit agreement) and (y) the date of our first regular annual meeting of stockholders following the grant date of the restricted stock units; provided, that if the director has continuously provided service to us upon the occurrence of a change in control prior to such dates, all then-unvested restricted stock units will vest.

2019 Incentive Compensation Plan

In connection with this offering and in consultation with FW Cook, we have adopted a cash incentive compensation plan for fiscal year 2019 that replaces the prior AIP and MIP and changes certain components of the prior AIP and MIP formulas in order to better balance and align our practices with public company practices and those of our peer group. With respect to our named executive officers, the changes are as follows:

 

   

incorporation of two additional company-wide financial targets, so that financial performance will be evaluated based on achievement of Management EBITDA (60%), Revenue (20%) and Net Working Capital as a percentage of sales (20%), each calculated on a constant currency basis using 2018 average exchange rates. Net Working Capital is defined as total accounts receivable plus inventory less accounts payable, and is measured as the quarterly average of net working capital divided by trailing 12 months of sales;

 

   

establishment of a threshold funding factor of 50% of target Management EBITDA in order for any payments to be made;

 

   

establishment of maximum overachievement under the financial performance factors equal to 200%; and

 

   

establishment of a personal performance modifier range of 0%-150% (expressed as a percentage of target bonus).

 

139


Table of Contents

Hedging, Short Sales and Pledging Policies

In connection with this offering, we intend to adopt a Policy on Insider Trading, which will apply to all directors, officers, consultants and contractors and will include our policies on hedging, short sales and pledging of our securities. The policy will prohibit hedging or monetization transactions involving Company securities, such as prepaid variable forwards and collars. It also will prohibit short sales of our securities. In addition, it will prohibit holding Company securities in a margin account or pledging Company securities as collateral for a loan except in limited circumstances with pre-approval from our Insider Trading Compliance Officer, which pre-approval will only be granted when such person clearly demonstrates the financial capacity to repay the loan without resort to any pledged securities.

Executive Compensation Tables

Summary Compensation Table

The table below summarizes the total compensation paid to or earned by each of our named executive officers for the years indicated.

 

Name and

Principal Position

  Year     Salary
($)(1)
    Bonus
($)(2)
    Stock
Awards
($)
    Option
Awards
($)(3)
    Non-Equity
Incentive Plan
Compensation
($)(4)
    Change in
Pension

Value and
Nonqualified
Deferred
Compensation
Earnings
($)(5)
    All Other
Compensation
($)(6)(7)
    Total
($)
 

Michael Stubblefield

    2018       700,000       130,000       —         —         1,610,000       —         282,311       2,723,481  

Director, President and Chief

Executive Officer

                 

Thomas Szlosek

    2018       46,154       225,000       —         7,131,410       —         —         —         7,402,564  

Executive Vice President and

Chief Financial Officer

                 

Bjorn Hofman

    2018       450,000       —         —         —         414,000       —         2,049,796       2,959,921  

Executive Vice President and

Chief Operating Officer

                 

Gerard Brophy

    2018       184,038       —         —         3,163,639       168,185       —         5,354       3,521,216  

Executive Vice President,

Biopharma Production

                 

Frederic Vanderhaegen

    2018       86,187       —         —         2,882,191       125,000       —         3,167       3,096,545  

Executive Vice President, Europe

                 

Gregory Cowan

    2018       546,000       470,525       —         —         61,425       5,510       2,283,315       3,366,775  

Former Executive Vice President and Chief Financial Officer

                 

 

(1)

Amounts reflect the named executive officer’s base salary earned for 2018. For Mr. Szlosek the amount reflects his salary earned since he joined us in December 2018. For Mr. Brophy, the amount reflects his salary earned since he joined us in July 2018. For Mr. Vanderhaegen, who is based in Switzerland, the amount reflects his salary earned since he joined us in October 2018, and has been converted from Swiss francs to U.S. dollars using the average of the monthly average exchange rates for 2018 (1.02289).

(2)

Amounts reflect the additional annual bonus paid to Mr. Stubblefield pursuant to the terms of the Stubblefield Agreement (as described below), the sign-on bonus paid to Mr. Szlosek pursuant to the terms of his EVP Employment Agreement (as defined below), and bonus amounts guaranteed in connection with Mr. Cowan’s agreement to become our CFO, including his special cash bonus in lieu of continuing to provide certain executive benefits and perquisites that were maintained at VWR. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards—Employment Arrangements” and “Elements of Compensation—What We Pay and Why—Guaranteed, Sign-on and Discretionary Bonuses.”

(3)

Amounts represent the aggregate grant date fair value of stock options granted to the named executive officer by us in 2018 computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“Topic 718”), disregarding the effect of estimated forfeitures. The assumptions made in the valuation of our equity awards are found in Note 18 to our audited financial statements included elsewhere in this prospectus.

(4)

Amounts reflect performance-based cash incentive awards earned under the AIP and MIP for 2018. For Mr. Cowan, amount reflects the amount in excess of his guaranteed target bonus of $409,500 The terms of the cash incentive plans are described more fully above in the “Elements of Compensation—What We Pay and Why—Performance-Based Cash Incentive Compensation” section of this prospectus.

 

140


Table of Contents
(5)

For Mr. Cowan, amount reflects the year-over-year change in actuarial present value of the accumulated benefit under the U.S. Pension Plan in 2018. Since Mr. Vanderhaegen joined us in 2018, there has been no change in actuarial present value of his accumulated benefit under the Swiss Pension Plan during 2018. The terms of the U.S. Pension Plan and Nonqualified Deferred Compensation Plan are more fully above in the “Elements of Compensation—What We Pay and Why—Other Components—Retirement and Other Benefits” section of this prospectus. There were no “above-market” earnings on nonqualified deferred compensation under Mr. Cowan’s Nonqualified Deferred Compensation Plan notional account.

(6)

All Other Compensation for 2018 includes:

 

Name

  Company
Savings
Plan
Match
(a)($)
    Automobile
Allowance
($)
    Tax
Gross-Ups
(b)($)
    VWR
Retention
Bonuses(c)($)
    Severance(d)($)     Housing
Allowance
($)
    Total ($)  

Michael Stubblefield

    8,250       30,000       —         —         —         —         38,250  

Thomas Szlosek

    —         —         —         —         —         —         —    

Bjorn Hofman

    11,000       —         —         —         —         —         11,000  

Gerard Brophy

    5,354       —         —         —         —         —         5,354  

Frederic Vanderhaegen(e)

    —         3,167       —         —         —         —         3,167  

Gregory Cowan

    11,000       —         13,330       796,875       1,444,110       18,000       2,283,315  

 

  (a)

Amounts represent our contributions to the applicable Savings Plan on behalf of such executive.

  (b)

Amount represents a tax reimbursement, or “gross-up,” for the taxable portion of Mr. Cowan’s housing allowance.

  (c)

Amounts represent the portions of the VWR retention bonuses that were earned for services performed for Avantor during 2018.

  (d)

Amounts reflect payments to Mr. Cowan accrued in 2018 in connection with his departure. See “Termination and Change of Control Arrangements—Departure of Mr. Cowan” for further details.

  (e)

Amounts for Mr. Vanderhaegen have been converted from Swiss francs to U.S. dollars using the average of the monthly average exchange rates for 2018 (1.02289).

 

(7)

Amounts shown in this column also include the aggregate amount of cash payments paid or credited to Messrs. Stubblefield and Hofman in 2018 to prevent the dilution of their outstanding equity awards under the Legacy Avantor Equity Plan in connection with our June 2016 refinancing, our September 2016 refinancing and the related June CPEC repurchase and October 2016 dividend to our stockholders. Such payments were not factored into the grant date fair values of the awards. The following table indicates such cash payments paid or expected to be paid in the fiscal year indicated:

 

Name

   Fiscal
2018
Payments
     Expected
Fiscal
2019
Payments
     Expected
Fiscal
2020
Payments
 

Michael Stubblefield

   $ 244,061      $ 574,249      $ 468,352  

Bjorn Hofman

   $ 2,083,795      $ 137,485      $ 137,485  

 

141


Table of Contents

Grants of Plan-Based Awards

The following table provides information on bonus opportunity ranges under the applicable 2018 cash incentive plan for, and stock options granted in 2018 to, each of our named executive officers.

 

Name

  Award Type   Grant
Date
    Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
    All
Other

Stock
Awards:
Number
of
Shares

of Stock
or Units
(#)
    All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
    Exercise
or Base
Price of
Option
Awards
($)
    Grant
Date
Fair

Value of
Stock
and
Option
Awards
($)(2)
 
              Threshold
($)
    Target
($)
    Maximum
($)
                         

Michael Stubblefield

  AIP     —         700,000       1,400,000       2,310,000          

Thomas Szlosek(3)

  MIP     —         —         —         —            
  Stock Options     12/3/18               1,352,080       23.21       7,131,410  

Bjorn Hofman

  AIP     —         —         360,000       1,425,600          

Gerard Brophy(4)

  MIP     —         —         135,938       269,156          
  Stock Options     7/30/18               540,830       23.21       3,163,639  

Frederic Vanderhaegen(3)

  MIP     —         —         125,000       125,000          
  Stock Options     10/8/18               540,830       23.21       2,882,191  

Gregory Cowan(5)

  MIP     —         —         409,500       810,810          

 

(1)

These columns reflect the potential payments under the MIP or AIP, as applicable, for 2018 performance including maximum achievement of the Management EBITDA target and personal performance objectives. Further details regarding the 2018 MIP and AIP, including the Management EBITDA target and personal performance modifier are provided above under “—Performance-Based Cash Incentive Compensation.”

(2)

Amounts represent the aggregate grant date fair value of stock options granted in 2018 computed in accordance with Topic 718, disregarding the effect of estimated forfeitures. The assumptions made in the valuation of our equity awards are found in Note 18 to the audited financial statements included elsewhere in this prospectus.

(3)

As noted above, Messrs. Szlosek and Vanderhaegen were ineligible to participate in the 2018 MIP based on their start dates. However, we agreed that if target Management EBITDA is achieved or exceeded, Mr. Vanderhaegen will be eligible for a $125,000 incentive bonus.

(4)

The target and maximum MIP award amounts for Mr. Brophy have been prorated due to his partial year of service in 2018.

(5)

Mr. Cowan’s annual cash incentive plan compensation was guaranteed at a minimum of 100% of target for 2018, or $409,500. See “Elements of Compensation—What We Pay and Why—Guaranteed, Sign-on and Discretionary Bonuses.”

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2018

Employment Arrangements

We have entered into written arrangements with each of our named executive officers governing the terms of their respective employment with us. As described above under “Actions Taken in Connection with This Offering,” we intend to amend our written arrangements with each of Messrs. Stubblefield, Brophy and Vanderhaegen.

Mr. Stubblefield’s Employment Agreement

In connection with our acquisition of VWR, we entered into an employment agreement with Mr. Stubblefield, effective as of November 21, 2017 (the “Stubblefield Agreement”), pursuant to which Mr. Stubblefield serves as our Chief Executive Officer. The Stubblefield Agreement continues until terminated by either party providing at least 90 days’ written notice (other than in the event of a termination of Mr. Stubblefield by the Company for “cause” (as defined in the Stubblefield Agreement)).

The Stubblefield Agreement provides for a base salary of $700,000 per year, subject to review and adjustment no less frequently than annually by our Board, as well as the opportunity to earn an annual bonus in accordance with the terms of the 2018 AIP. See “Elements of Compensation—What We Pay and Why—Annual Cash Incentive Compensation.”

 

142


Table of Contents

In addition, the Stubblefield Agreement provides Mr. Stubblefield with the following additional payments and benefits:

 

   

A $130,000 cash bonus to be paid on February 15th of each calendar year (with the first such bonus having been paid on February 15, 2018), subject to Mr. Stubblefield’s continued employment on each applicable payment date;

 

   

An annual automobile allowance of $30,000;

 

   

Standard benefits normally provided to other senior executives, including payment for or reimbursement of commercially reasonable out-of-pocket business expenses;

 

   

Four weeks of paid vacation; and

 

   

Certain payments and benefits in the event that Mr. Stubblefield’s employment is terminated under specified circumstances, subject to compliance with certain restrictive covenants, as described under “—Termination and Change of Control Arrangements.”

As described above, we entered into an amended and restated employment agreement with Mr. Stubblefield on April 10, 2019 to reflect certain adjustments to the compensation arrangements in the Stubblefield Agreement.

Employment Agreements with Messrs. Cowan, Hofman, Vanderhaegen, Brophy and Szlosek

VWR entered into an agreement with Mr. Cowan, effective as of December 20, 2010 (the “Legacy VWR Employment Letter”), and we entered into agreements with Mr. Hofman, effective as of November 21, 2017, with Mr. Brophy, effective July 30, 2018, (which was amended and restated on April 2, 2019, as described above), with Mr. Vanderhaegen, effective October 8, 2018, (which was amended by the addendum thereto, dated April 10, 2019, as described above) and with Mr. Szlosek, effective as of December 3, 2018 (each a “Vail Employment Agreement” and collectively with the Legacy VWR Employment Letter, the “EVP Employment Agreements”) pursuant to which each serves or served, as applicable, in the positions and with a base salary as described above. Each EVP Employment Agreement provides the applicable named executive officer with the opportunity to earn an annual bonus in accordance with the terms of the 2018 MIP or 2018 AIP, as applicable. As noted above, Messrs. Vanderhaegen and Szlosek were ineligible to receive a bonus in respect of 2018 pursuant to the MIP as their start dates with us were after October 1, 2018. See “Elements of Compensation—What We Pay and Why—Annual Cash Incentive Compensation.”

Mr. Szlosek’s EVP Employment Agreement provided for a one-time conditional signing bonus of $225,000, which we paid to him on December 28, 2018. Mr. Szlosek is required to repay the full amount of the signing bonus to us on the last day of his employment if he terminates his employment with us voluntarily for any reason other than good reason (as defined in Mr. Szlosek’s EVP Employment Agreement) during the 12 months following his start date.

Pursuant to their respective EVP Employment Agreements, each applicable named executive officer is also provided with all standard benefits that we normally provide to other similarly-situated executives. Each named executive officer is provided with four weeks (or 25 days in the case of Mr. Vanderhaegen and 5 weeks in the case of Mr. Cowan) of, paid vacation per year. As discussed above, following our acquisition of VWR, in lieu of continuing to provide certain executive benefits and perquisites that were provided to Mr. Cowan pursuant to his Legacy VWR Employment Letter, we provided him with a special cash bonus equal to 1.5 times the value of the annual executive perquisite and benefits value that were foregone. Each EVP Employment Agreement also provides for certain payments and benefits in the event that the applicable named executive officer’s employment is terminated under specified circumstances. See the additional information provided under “—Termination and Change of Control Arrangements.”

In addition, as provided in each of their Vail Employment Agreements and as described above, we provided each of Messrs. Hofman, Brophy, Vanderhaegen and Szlosek with a grant of stock options, as described in “—Long-Term Incentive Programs.”

 

143


Table of Contents

Outstanding Equity Awards at December 31, 2018

The following table provides information as of December 31, 2018, regarding the outstanding equity awards of our named executive officers under the Vail Holdco Corp Equity Incentive Plan and Legacy Avantor Equity Plan. See “Long Term Incentive Program” for more information.

 

                Option Awards     Stock Awards  

Name

  Grant Date     Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
    Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(1)
    Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
    Option
Exercise
Price
($)
    Option
Expiration
Date
    Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)(2)
    Market
Value of
Shares
or Units
of Stock
That
Have

Not
Vested
($)(3)
 

Michael Stubblefield

    12/13/2017       507,030       1,521,090       1,352,080       23.21       12/13/2027      
    9/30/2016       375,000     375,000       —         13.11       9/30/2026    
    1/20/2016       7,375     50,000       —         4.19       1/20/2026    
    5/12/2014       1,290,970     —         —         1.60       5/12/2024    
    5/12/2014       430,325     —         —         3.13       5/12/2024    
    3/24/2015       —         —         —             14,880       209,272  
   

 

 

   

 

 

   

 

 

         
      2,610,700     1,946,090       1,352,080        

Thomas Szlosek

    12/3/2018       —         811,250       540,830       23.21       12/3/2028    
   

 

 

   

 

 

   

 

 

       
      —         811,250       540,830        

Bjorn Hofman

    12/13/2017       202,815       608,435       540,830       23.21       12/13/2027    
    9/30/2016       137,500     137,500       —         13.11       9/30/2026    
    9/18/2014       860,645     —         —         1.60       9/18/2024    
   

 

 

   

 

 

   

 

 

       
      1,200,960     745,935     540,830        

Gerard Brophy

    7/30/2018       —         324,500       216,330       23.21       7/30/2028    
   

 

 

   

 

 

   

 

 

       
      —         324,500          

Frederic Vanderhaegen

    10/8/2018       —         324,500       216,330       23.21       10/8/2028    
   

 

 

   

 

 

   

 

 

       
      —         324,500          

Gregory Cowan

      —         —            

 

(1)

The stock options granted in 2017 and 2018 vest as follows: 60% vest annually on the date of grant over four years and the remaining 40% vests upon the occurrence of a change in control or a public offering (including this offering) prior to December 13, 2020 (or 20% if such event occurs after December 13, 2020 and prior to December 13, 2021), in each case subject to the executive’s continued employment. In the event of a change in control prior to an applicable vesting date, any then unvested time-vesting options shall vest, subject to the named executive officer’s continued employment through each such date. All other stock options vest 25% per year commencing on the first anniversary of the date of grant, subject to the executive’s continued employment. In November 2017, in connection with the VWR Acquisition and the subsequent restructuring, the Company exercised its right to repurchase a portion of Messrs. Stubblefield and Hofman’s vested and unvested options and restricted shares, as applicable, in exchange for a combination of cash, our common stock and shares of our junior convertible preferred stock. The table reflects the effects of these repurchases and the repricing of any options in connection therewith.

(2)

Reflects 14,880 restricted shares granted to Mr. Stubblefield on March 24, 2015 that had not vested as of December 31, 2018. A total of 59,525 restricted shares were granted to Mr. Stubblefield on March 24, 2015, which vested 25% per year on the first four anniversaries of the grant date. All such restricted shares granted to Mr. Stubblefield have vested as of March 24, 2019.

(3)

There is no established public trading market for the Company’s common shares. Based on the most recent valuation of the “fair market value” of a share of the Company’s common stock of $70.32 (calculated without giving effect to the 5-for-1 stock split that we intend to effectuate) as determined on November 21, 2017. Giving effect to such stock split, the “fair market value” per share would be $14.06.

 

144


Table of Contents

Options Exercised and Stock Vested

None of the outstanding stock options held by our named executive officers were exercised in 2018. See “Long Term Incentive Program” for more information regarding the vesting schedule of the awards granted under the Vail Plan and the Legacy Avantor Equity Plan. The table below reflects the vesting on March 24, 2018 of restricted shares granted to Mr. Stubblefield on March 24, 2015.

 

    Option Awards     Stock Awards  

Name

  Number of Shares
Acquired on Exercise

(#)
    Value Realized
on Exercise

($)
    Number of Shares
Acquired on Vesting
    Value Realized
on Vesting

($)(1)
 

Michael Stubblefield

    —         —         2,195       30,871  

Thomas Szlosek

    —         —         —         —    

Bjorn Hofman

    —         —         —         —    

Gerard Brophy

    —         —         —         —    

Frederic Vanderhaegen

    —         —         —         —    

Gregory Cowan

    —         —         —         —    

 

(1)

There is no established public trading market for the Company’s common stock. Based on the most recent valuation of the “fair market value” of a share of the Company’s common stock of $70.32 (calculated without giving effect to the 5-for-1 stock split that we intend to effectuate) as determined on November 21, 2017. Giving effect to such stock split, the “fair market value” per share would be $14.06.

Pension Benefits

United States

The Company sponsors the U.S. Pension Plan, which is a funded and tax-qualified defined benefit retirement plan. The U.S. Pension Plan provides for two types of benefits based on (i) years of service for substantially all full-time U.S. employees of the legacy VWR business who completed one full year of service by May 31, 2005 and (ii) beginning in 2016, an annual company contribution that grows at a defined rate for substantially all full-time U.S. employees of the legacy VWR business (the “Cash Balance Contribution”). The U.S. Pension Plan excludes employees of the legacy Avantor business or that are covered by a collective bargaining agreement. The U.S. Pension Plan was frozen on May 31, 2005 but re-opened in 2016 solely for purposes of making Cash Balance Contributions. Cash Balance Contributions under the U.S. Pension Plan were closed to new entrants as of January 1, 2019.

In 2018, Cash Balance Contributions were made to each eligible U.S. employee in an amount equal to 2% such eligible employee’s compensation and allocated to the U.S. Pension Plan on a quarterly basis. This cash balance benefit replaces performance-based contributions made by the Company under the Savings Plan. All Cash Balance Contributions are fully-vested upon contribution. The defined rate of growth for Cash Balance Contributions will be equal to the average yield on the 2-year treasury constant maturity rate for the second month preceding the first day of the plan year.

Switzerland

Each year, contributions equal to 13% of Mr. Vanderhaegen’s base salary are made to the plan, with 5.5% of such amount being contributed by Mr. Vanderhaegen and the remaining amount being contributed by us. Amounts in the plan bear interest depending on the annual performance of the pension plan, including certain minimum amounts as set by Swiss law. Retirement benefits may be paid in the form of a lump-sum payment or a retirement pension when the employee reaches the normal retirement age under the plan of 65.

 

145


Table of Contents

The amount reported in the table below represents the present value of the accumulated pension benefit at December 31, 2018 for Mr. Cowan under the plans based upon the assumptions described in the footnote below. No payments were made in 2018 from the plans to any of our named executive officers.

 

Name

   Plan Name    Number of
Years
Credited
Service
     Present Value of
Accumulated
Pension Benefit
($)
 

Gregory Cowan(1)

   U.S. Pension Plan      3        14,771  

Frederic Vanderhaegen(2)

   Swiss Pension Plan      0        13,888  

 

(1)

The accumulated pension benefit for Mr. Cowan is based on eligible 2018 compensation. The present value has been calculated assuming Mr. Cowan will remain in service until age 65 at an interest rate of 3.53% and converted to a normal retirement annuity thereafter. The discount rate assumption is 4.37%. Mr. Cowan is not retirement eligible under the U.S. Pension Plan.

(2)

Amounts for Mr. Vanderhaegen reflect the actual amounts contributed in 2018 and have been converted from Swiss francs to U.S. dollars using the average of the monthly exchange rates for 2018 (1.02289).

Nonqualified Deferred Compensation Plan

Mr. Cowan was eligible to participate in the Nonqualified Deferred Compensation Plan. The Nonqualified Deferred Compensation Plan became effective May 1, 2007 and was terminated on January 31, 2018. Under the Nonqualified Deferred Compensation Plan, eligible participants were entitled to defer up to 50% of their base salaries and up to 100% of their annual bonus awards. Earnings and losses on each notional account are credited based on the performance of the benchmark funds available under the Nonqualified Deferred Compensation Plan that the participant selects. Any deferred amounts and earnings and losses thereon will be credited to a notional account for the applicable participant and become a liability for us to such participant.

Under the terms of the Nonqualified Deferred Compensation Plan, participants became entitled to distributions of their notional accounts upon a change in control of VWR. As a result, the entire amount credited to the account was distributed to each participant in a lump sum payment.

The table below provides information with respect to Mr. Cowan’s Nonqualified Deferred Compensation Plan notional accounts.

 

Name

   Executive
Contributions in
Last FY ($)
     Registrant
Contributions in
Last FY ($)
     Aggregate
Earnings in
Last FY ($)
     Aggregate
(Withdrawals)
Distributions ($)
    Aggregate
Balance at Last
FYE (4)($)
 

Gregory Cowan

     —          —          —          (109,470     —    

Termination and Change of Control Arrangements

Stubblefield Agreement

Involuntary Termination without Cause (other than due to death or Disability) or Voluntary Termination for Good Reason. In the event Mr. Stubblefield’s employment is terminated by us without “cause” or he resigns for “good reason” (as such terms are defined in the Stubblefield Agreement), in each case, subject to continued compliance with the restrictive covenants described below and the execution and non-revocation of a release of claims against us, we will provide him with:

 

   

an amount equal to two times his then-current base salary, paid in equal installments in accordance with our standard payroll policies, for a period of 24 months, beginning on the first payroll date following the 45th day after the termination date;

 

   

an amount equal to his then-current target bonus opportunity (or two times if such termination occurs within a two-year period following a “change in control” (as defined in the Vail Plan)), paid in equal

 

146


Table of Contents
 

installments in accordance with our standard payroll policies, for a period of 12 months (or 24 months if such termination occurs within a two year period following a “change in control” (as defined in the Vail Plan)), beginning on the first payroll date following the 45th day after the termination date;

 

   

continued medical insurance benefits that Mr. Stubblefield would otherwise be eligible to receive as an active employee for 12 months (or 24 months if such termination occurs within a two year period following a “change in control”) following the termination date, or, if earlier, until the date upon which Mr. Stubblefield becomes eligible to receive medical benefits from a subsequent employer.

Restrictive Covenants. As a result of the restrictive covenants contained in the Stubblefield Agreement, Mr. Stubblefield agreed not to disclose our confidential information at any time, and for the period during which he is employed by us and for the one-year period thereafter, he has also agreed not to solicit our employees or customers, compete with us, or interfere with our business. In addition, Mr. Stubblefield has agreed not to disparage us at any time, and we have agreed to instruct our officers and directors not to publicly disparage Mr. Stubblefield.

Section 280G “Golden Parachute” Treatment. The Stubblefield Agreement provides that if any payments or benefits to which he becomes entitled would be considered “excess parachute payments” under Section 280G of the Code, then the amount of such payments will be reduced to avoid such characterization and the resulting excise taxes if such reduction in payments will put Mr. Stubblefield in a better net after tax position.

2019 Adjustments

As described above, in April 2019, in consultation with FW Cook and as recommended by our Compensation Committee, our Board of Directors approved adjustments to Mr. Stubblefield’s termination and change of control benefits, as follows:

 

   

an increase in the multiple for Mr. Stubblefield’s base salary and target bonus opportunity in the event of a termination by us without “cause” or Mr. Stubblefield’s resignation for “good reason” within a two-year period following a “change in control” from two to three, with such amounts payable over the 36 month period following such termination; and

 

   

an increase in the period during which Mr. Stubblefield will be entitled to continued medical insurance benefits following a termination by us without “cause” or Mr. Stubblefield’s resignation for “good reason” from 12 months to 24 months (and from 24 to 36 months if such termination occurs within a two-year period following a “change in control”).

Such changes to Mr. Stubblefield’s termination and change of control benefits were reflected by amending and restating the Stubblefield Agreement on April 10, 2019.

Vail Employment Agreements with Messrs. Szlosek, Hofman, Brophy and Vanderhaegen

Involuntary Termination without “Cause” Not Following a Change in Control. In the event that any of Messrs. Hofman, Brophy, Vanderhaegen or Szlosek is terminated by us without “cause,” other than within a two-year period following a “change in control” (as such terms are defined in their Vail Employment Agreements), subject to continued compliance with the restrictive covenants described below and the execution and non-revocation of a release of claims against us, we will provide him with:

 

   

an amount equal to one times (one and a half times in the case of Messrs. Hofman and Szlosek) his then-current base salary, paid in equal installments in accordance with our standard payroll policies, for a period of 12 months;

 

   

an amount equal to one times (one and a half times in the case of Messrs. Hofman and Szlosek) his then-current target bonus opportunity, prorated for the year of such termination, paid in equal installments in accordance with our standard payroll policies, for a period of 12 months

 

147


Table of Contents
   

continued medical insurance benefits that the applicable named executive officer (other than Mr. Vanderhaegen) would otherwise be eligible to receive as an active employee for 6 months (12 months in the case of Messrs. Hofman and Szlosek) following the termination date, or, if earlier, until the date upon which the applicable named executive officer becomes eligible to receive medical benefits from a subsequent employer.

Involuntary Termination without Cause or Voluntary Termination for Good Reason Following a Change in Control. In the event that any of Messrs. Hofman, Brophy, Vanderhaegen or Szlosek are terminated by us without “cause” or resigns for “good reason,” in each case within a two-year period following a “change in control” (as such terms are defined in their Vail Employment Agreements) and subject to continued compliance with the restrictive covenants described below and the execution and non-revocation of a release of claims against us, we will provide him with:

 

   

an amount equal to one times (two times in the case of Messrs. Hofman and Szlosek) his then-current base salary, paid in equal installments in accordance with our standard payroll policies, for a period of 12 months;

 

   

an amount equal to one times (two times in the case of Messrs. Hofman and Szlosek) his then-current target bonus opportunity, paid in equal installments in accordance with our standard payroll policies, for a period of 12 months;

 

   

continued medical insurance benefits that the applicable named executive officer (other than Mr. Vanderhaegen) would otherwise be eligible to receive as an active employee for 12 months following the termination date, or, if earlier, until the date upon which the applicable named executive officer becomes eligible to receive medical benefits from a subsequent employer.

Restrictive Covenants. As a result of the restrictive covenants contained in their Vail Employment Agreements, each of Messrs. Hofman, Brophy, Vanderhaegen and Szlosek, agreed not to disclose our confidential information at any time. Each has also agreed for the period they are employed by us and for the one-year (two years with respect to the solicitation of our employees or customers in the case of Messrs. Hofman, Brophy, and Szlosek) period thereafter, not to, compete with us or solicit our employees or customers. Mr. Vanderhaegen’s Vail Employment Agreement provides that in exchange for his covenant not to compete with us following the period he is employed by us, in accordance with applicable law, we will pay him an amount equal to 50% of his last annual base salary, payable in equal installments at the end of each month during the period of his non-competition; provided, however, that to the extent that Mr. Vanderhaegen receives severance payments as described above, the payments in respect of his non-competition covenant will be deemed paid up to the amount of the severance payment. We may, by written notice, release Mr. Vanderhaegen from his non-competition obligations, in which case we would be released from making payments to Mr. Vanderhaegen in respect of his non-competition obligations three months after the date of such notice. Mr. Vanderhaegen’s Vail Employment Agreement also provides for liquidated damages in the event of breaches of either his non-solicitation or non-competition covenants. Messrs. Hofman, Brophy, and Szlosek have also agreed not to disparage us at any time.

2019 Adjustments

As described above, in April 2019, in consultation with FW Cook and as recommended by our Compensation Committee, our Board of Directors approved adjustments to the termination and change of control benefits for Messrs. Brophy and Vanderhaegen, as follows:

 

   

an increase in the multiple for Messrs. Brophy and Vanderhaegen’s base salary and target bonus opportunity in the event of a termination by us without “cause” or their resignation for “good reason” within a two-year period following a “change in control” from one to one and a half, with such amounts payable over the 12 month period following such termination; and

 

148


Table of Contents
   

an increase in the period during which Mr. Brophy will be entitled to continued medical insurance benefits following a termination by us without “cause” from 6 months to 12 months (and from 12 to 18 months if such termination (or a resignation by Mr. Brophy for “good reason”) occurs within a two-year period following a “change in control”).

Such changes to Messrs. Brophy’s and Vanderhaegen’s termination and change of control benefits were reflected by amending and restating Mr. Brophy’s EVP Employment Agreement on April 2, 2019 and entering into an addendum to Mr. Vanderhaegen’s EVP Employment Agreement on April 10, 2019.

Legacy VWR Employment Letter with Mr. Cowan

Involuntary Termination without Cause or Voluntary Termination for Good Reason. In the event that Mr. Cowan was terminated by us without “cause” or resigned for “good reason (as such terms are defined in the Legacy VWR Employment Letter) and subject to continued compliance with the restrictive covenants described below and the execution and non-revocation of a release of claims against us, we would have provided him with:

 

   

an amount equal to one and a half times his then-current base salary, paid in equal installments in accordance with our standard payroll policies, for a period of 12 months;

 

   

an amount equal to one and a half times his then-current target bonus opportunity, paid in equal installments in accordance with our standard payroll policies, for a period of 12 months;

 

   

continued medical insurance benefits that he would otherwise be eligible to receive as an active employee for 12 months following the termination date.

Death and Disability. In the event that Mr. Cowan was terminated by us as a result of his death or disability, we would have paid to him or his estate, as applicable, a prorated portion of his target bonus opportunity for the year in which such termination occurred. Additionally, in the event of termination of employment due to disability, Mr. Cowan would have been entitled to continued payment of his base salary until the earlier of (x) the date that is 18 months following such termination and (y) the date that he began receiving payments under our long-term disability plan.

Restrictive Covenants. As a result of the restrictive covenants contained in the Legacy VWR Employment Letter, Mr. Cowan agreed not to disclose our confidential information at any time. He has also agreed for the period that he was employed by us and for the one-year (eighteen months with respect to the solicitation of our employees or customers) period thereafter, not to, compete with us or solicit our employees or customers. Restrictions on Mr. Cowan’s competition are limited to distributors with annual sales revenue exceeding $200,000,000 in the laboratory supplies industry.

For a description of the treatment of equity awards held by our named executive officers upon termination of employment, please see “—Long-Term Incentive Programs” above.

Departure of Mr. Cowan

In connection with the VWR Acquisition, we agreed with Mr. Cowan that he would be entitled to (i) full severance payments upon any termination (A) by us other than for cause or (B) due to death or disability and (ii) after June 30, 2018, full severance payments upon a termination by Mr. Cowan, provided he gives six months’ prior written notice after such date, and (iii) a gross-up payment to the extent that any payments under the Legacy VWR Employment Letter trigger excise taxes as a result of the application of Sections 280G and 4999 of the Code. Mr. Cowan retired effective December 31, 2018 and, Mr. Cowan is entitled to such agreed to severance, as follows:

 

Cash severance

   $ 819,000  

Annual cash incentive

   $ 614,250  

Estimated Health & Welfare Benefits

   $ 10,860  

Total

   $ 1,444,110  

 

149


Table of Contents

Payment of Mr. Cowan’s severance benefits commenced in January 2019.

Potential Payments Upon Termination or Change of Control

The following table describes the potential payments and benefits that would have been payable to our named executive officers (other than Mr. Cowan) assuming an eligible termination (as described above under “Termination and Change of Control Arrangements”) of their employment on the last business day of 2018 and a change in control also occurring on such date. Amounts reflect the adjustments to these benefits made in April 2019, as described above, but are calculated utilizing compensation levels at December 31, 2018. See “Termination and Change of Control Arrangements—Departure of Mr. Cowan” above for details regarding severance payable to Mr. Cowan in connection with his retirement.

The amounts shown in the table below do not include:

 

   

payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the named executive officers; or

 

150


Table of Contents
   

distributions of previously vested plan balances under the Savings Plan and the Deferred Compensation Plan (see the “Nonqualified Deferred Compensation” section above for information about the Deferred Compensation Plan).

 

     Involuntary
Termination
without Cause
($)(1)
     Termination
Due to Death or
Disability
($)(2)
     Change of Control(3)  

Name

   Without
Termination
($)
     With Involuntary
Termination Without
Cause or Resignation for
Good Reason
($)
 

Michael Stubblefield

           

Cash severance

     1,400,000        —          —          2,100,000  

Annual cash incentive

     1,155,000        —          —          3,465,000  

Equity Awards

        —             —    

Estimated Health & Welfare Benefits

     29,217        —          —          43,826  

Total

     2,584,217        —          —          5,608,826  

Thomas Szlosek

           

Cash severance

     900,000        —          —          1,200,000  

Annual cash incentive

     1,350,000        —          —          1,800,000  

Equity Awards

        —             —    

Estimated Health & Welfare Benefits

     15,538        —          —          15,538  

Total

     2,265,538        —          —          3,015,538  

Bjorn Hofman

           

Cash severance

     675,000        —          —          900,000  

Annual cash incentive

     540,000        —          —          720,000  

Equity Awards

        —             —    

Estimated Health & Welfare Benefits

     15,745        —          —          15,745  

Total

     1,230,745        —          —          1,635,745  

Gerard Brophy

           

Cash severance

     435,000        —          —          652,500  

Annual cash incentive

     326,250        —          —          489,375  

Equity Awards

        —             —    

Estimated Health & Welfare Benefits

     15,328        —          —          22,992  

Total

     776,578        —          —          1,164,867  

Frederic Vanderhaegen

           

Cash severance(4)

     374,585        —          —          561,878  

Annual cash incentive(4)

     278,294        —          —          417,441  

Equity Awards

        —             —    

Estimated Health & Welfare Benefits

     —          —          —          —    

Total

     652,879        —          —          979,319  

 

(1)

Upon termination without “cause” (as such term is defined in the Stubblefield Agreement or the Employment Letter Agreements, as applicable), (i) Mr. Stubblefield is generally entitled to (a) two times the sum of his then current base salary payable in equal installments over the 24-month period following termination, (b) one times his target bonus for the year in which the termination occurs payable in equal installments over the 12-month period following termination and (c) continued health benefits for up to 24 months following termination, (ii) Messrs. Szlosek and Hofman are generally entitled to (a) one and a half times the sum of (x) the executive’s then current base salary plus (y) his target bonus for the year (prorated for the year of termination) in which termination occurs, payable in equal installments over the 12-month period following termination and (b) continued health benefits for up to 12 months following termination and (iii) Messrs. Brophy and Vanderhaegen are generally entitled to one times the sum of (x) the executive’s then current base salary plus (y) his target bonus for the year (prorated for the year of termination) in which termination occurs, payable in equal installments over the 12-month period following termination, and Mr. Brophy is entitled to continued health benefits for up to 12 months following

 

151


Table of Contents
  termination. Mr. Stubblefield is entitled to the same payments and benefits upon a termination by him for “good reason” (as such term is defined in the Stubblefield Agreement).
(2)

Upon termination by reason of death, the named executive officer’s beneficiary or estate, as applicable, will be entitled to receive compensation and benefits accrued prior to the death. Upon termination by reason of disability, the named executive officer will be entitled to receive compensation and benefits accrued prior to the disability.

(3)

Upon an involuntary termination within two years of a change of control or a resignation for “good reason” (such good reason termination within two years of a change in control) (as each such term is defined in the Stubblefield Agreement or the Employment Letter Agreements, as applicable), (i) Mr. Stubblefield, is generally entitled to (a) three times the sum of the executive’s then current base salary plus target bonus for the year in which the termination or resignation occurs payable in equal installments over the 36-month period following termination and (b) continued health benefits for up to 36 months following termination; and (ii) Messrs. Szlosek, Hofman, Brophy and Vanderhaegen are generally entitled to two times (one and a half times in the case of Messrs. Brophy and Vanderhaegen) the sum of (x) the executive’s then current base salary plus (y) his target bonus for the year in which termination or resignation occurs, payable in equal installments over the 12-month period following termination, and Messrs. Szlosek, Hofman and Brophy are entitled to continued health benefits for up to 12 months (18 months in the case of Mr. Brophy) following termination. Subject to the named executive officer’s continued employment with us through such date upon a “change in control” (as defined in the Vail Plan), any then unvested time-vesting options granted under the Vail Plan will vest. Subject to the named executive officer’s continued employment with us through such date, upon a “change in control” or public offering (including this offering) prior to December 13, 2020, 100% of the then unvested performance vesting options granted under the Vail Plan will vest, and upon a “change in control” or public offering following December 13, 2020, but prior to December 13, 2021, 50% of the then unvested performance vesting options granted under the Vail Plan will vest. As the options granted pursuant to the Vail Plan were granted with an exercise price of $23.21, which is in excess of the most recent fair market valuation of our common stock, we have not attributed any value to the acceleration of the options in the event of a “change of control” (as defined in the applicable award agreement). The Stubblefield Agreement provides that if any payments or benefits to which he becomes entitled would be considered “excess parachute payments” under Section 280G of the Code, then the amount of such payments will be reduced to avoid such characterization and the resulting excise taxes if such reduction in payments will put Mr. Stubblefield in a better net after tax position. The amount above reflects no reduction of payments.

(4)

The cash severance and annual cash incentive amounts for Mr. Vanderhaegen have been converted from Swiss francs to U.S. dollars based on the exchange rate as of the close of business on December 31, 2018 (1.01660).

2019 Equity Incentive Plan

As noted above, in connection with this offering, our Board of Directors expects to adopt, and we expect our stockholders to approve, the 2019 Equity Incentive Plan prior to the completion of this offering.

Purpose. The purpose of the 2019 Equity Incentive Plan is to provide a means through which to attract and retain key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our shares of common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders.

Administration. The 2019 Equity Incentive Plan will be administered by the Compensation Committee, or any properly delegated subcommittee thereof, or if no such committee or subcommittee exists, our Board of Directors (such administering body referred to herein, for purposes of this description of the 2019 Equity Incentive Plan, as the “Committee”). Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or interdealer quotation system on which our securities are listed or traded,

 

152


Table of Contents

the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it in accordance with the terms of the 2019 Equity Incentive Plan. The Committee is authorized to: (i) designate participants; (ii) determine the type or types of awards to be granted to a participant; (iii) determine the number of shares of common stock to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with, awards; (iv) determine the terms and conditions of any award; (v) determine whether, to what extent and under what circumstances awards may be settled in, or exercised for, cash, shares of common stock, other securities, other awards or other property, or canceled, forfeited or suspended and the method or methods by which awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares of common stock, other securities, other awards, or other property and other amounts payable with respect to an award will be deferred either automatically or at the election of the participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in, and/or supply any omission in the 2019 Equity Incentive Plan and any instrument or agreement relating to, or award granted under, the 2019 Equity Incentive Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee may deem appropriate for the proper administration of the 2019 Equity Incentive Plan; and (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the 2019 Equity Incentive Plan. Unless otherwise expressly provided in the 2019 Equity Incentive Plan, all designations, determinations, interpretations and other decisions under or with respect to the 2019 Equity Incentive Plan or any award or any documents evidencing awards granted pursuant to the 2019 Equity Incentive Plan are within the sole discretion of the Committee, may be made at any time, and are final, conclusive and binding upon all persons or entities, including, without limitation, us, any participant, any holder or beneficiary of any award and any of our stockholders.

Awards Subject to the 2019 Equity Incentive Plan. The 2019 Equity Incentive Plan provides that the total number of shares of common stock that may be issued under the 2019 Equity Incentive Plan is 23,500,000, or the “Absolute Share Limit”; provided, however, that the Absolute Share Limit shall be increased on the first day of each fiscal year beginning with the fiscal year following the fiscal year in which the Effective Date (as defined in the 2019 Equity Incentive Plan) falls, in an amount equal to the lower of (x) 1% of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year and (y) a lower number of shares of common stock as determined by our Board of Directors. Of this amount, the maximum number of shares of common stock for which incentive stock options may be granted is equal to the Absolute Share Limit; and during a single fiscal year, each non-employee director shall be granted a number of shares of common stock subject to awards, taken together with any cash fees paid to such non-employee director during the fiscal year, equal to a total value of $750,000 or such lower amount as determined by our Board of Directors. Except for “Substitute Awards” (as described below), to the extent that an award expires or is canceled, forfeited, terminated, settled in cash, or otherwise is settled without issuance to the participant of the full number of shares of common stock to which the award related, the unissued shares will again be available for grant under the 2019 Equity Incentive Plan. Shares of common stock withheld in payment of the exercise price, or taxes relating to an award, and shares equal to the number of shares surrendered in payment of any exercise price, or taxes relating to an award, shall be deemed to constitute shares not issued; provided, however, that such shares shall not become available for issuance if either: (i) the applicable shares are withheld or surrendered following the termination of the 2019 Equity Incentive Plan or (ii) at the time the applicable shares are withheld or surrendered, it would constitute a material revision of the 2019 Equity Incentive Plan subject to stockholder approval under any then-applicable rules of the national securities exchange on which the common stock is listed. No award may be granted under the 2019 Equity Incentive Plan after the tenth anniversary of the Effective Date, but awards granted before then may extend beyond that date. Awards may, in the sole discretion of the Committee, be granted in assumption of, or in substitution for, outstanding awards previously granted by an entity directly or indirectly acquired by us or with which we combine, or Substitute Awards, and such Substitute Awards will not be counted against the Absolute Share Limit, except that Substitute Awards intended to qualify as “incentive stock options” will count against the limit on incentive stock options described above.

 

153


Table of Contents

Options. Under the 2019 Equity Incentive Plan, the Committee may grant non-qualified stock options and incentive stock options with terms and conditions determined by the Committee that are not inconsistent with the 2019 Equity Incentive Plan; provided, that all stock options granted under the 2019 Equity Incentive Plan are required to have a per share exercise price that is not less than 100% of the fair market value of our shares of common stock underlying such stock options on the date such stock options are granted (other than in the case of options that are Substitute Awards), and all stock options that are intended to qualify as incentive stock options must be granted pursuant to an award agreement expressly stating that the options are intended to qualify as incentive stock options, and will be subject to the terms and conditions that comply with the rules as may be prescribed by Section 422 of the Code. The maximum term for stock options granted under the 2019 Equity Incentive Plan will be ten years from the initial date of grant, or with respect to any stock options intended to qualify as incentive stock options, such shorter period as prescribed by Section 422 of the Code. However, if a non-qualified stock option would expire at a time when trading of our shares of common stock is prohibited by our insider trading policy (or “blackout period” imposed by us), the term will automatically be extended to the 30th day following the end of such period. The purchase price for the shares of common stock as to which a stock option is exercised may be paid to us, to the extent permitted by law (i) in cash, check, cash equivalent and/or shares of common stock valued at the fair market value at the time the option is exercised; provided, that such shares of common stock are not subject to any pledge or other security interest and have been held by the participant for at least six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles) or (ii) by such other method as the Committee may permit in its sole discretion, including, without limitation: (a) in other property having a fair market value on the date of exercise equal to the exercise price, (b) if there is a public market for the shares of common stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which we are delivered (including telephonically to the extent permitted by the Committee) a copy of irrevocable instructions to a stockbroker to sell the shares of common stock otherwise issuable upon the exercise of the option and to deliver promptly to us an amount equal to the exercise price or (c) a “net exercise” procedure effected by withholding the minimum number of shares of common stock otherwise issuable in respect of an option that is needed to pay the exercise price. Any fractional shares of common stock shall be settled in cash. Unless otherwise provided by the Committee, in the event that we terminate a participant’s employment for Cause (as defined in the 2019 Equity Incentive Plan), all of such participant’s outstanding stock options shall immediately terminate and expire.

Stock Appreciation Rights. The Committee may grant stock appreciation rights (“SARs”) under the 2019 Equity Incentive Plan, with terms and conditions determined by the Committee that are not inconsistent with the 2019 Equity Incentive Plan. The Committee may award SARs in tandem with options, and may also award SARs independent of any option. Generally, each SAR will entitle the participant upon exercise to an amount (in cash, shares of common stock or a combination of cash and shares, as determined by the Committee) equal to the product of (i) the excess of (a) the fair market value on the exercise date of one share of common stock over (b) the strike price per share of common stock covered by the SAR, times (ii) the number of shares of common stock covered by the SAR, less any taxes required to be withheld. The strike price per share of common stock covered by a SAR will be determined by the Committee at the time of grant but in no event may such amount be less than 100% of the fair market value of a share of common stock on the date the SAR is granted (other than in the case of SARs granted in substitution of previously granted awards). Unless otherwise provided by the Committee, in the event that we terminate a participant’s employment for Cause, all of such participant’s outstanding SARs shall immediately terminate and expire.

Restricted Stock and Restricted Stock Units. The Committee may grant restricted shares of our shares of common stock or restricted stock units, representing the right to receive, upon vesting and the expiration of any applicable restricted period, one share of common stock for each restricted stock unit, or, in the sole discretion of the Committee, the cash value thereof (or any combination thereof). As to restricted shares of our shares of common stock, subject to the other provisions of the 2019 Equity Incentive Plan, the holder will generally have the rights and privileges of a stockholder as to such restricted shares of common stock, including, without limitation, the right to vote such restricted shares of common stock and receive dividends in respect of such restricted stock, subject to the limitations described below.

 

154


Table of Contents

Other Equity-Based Awards and Other Cash-Based Awards. The Committee may grant other equity-based or cash-based awards under the 2019 Equity Incentive Plan, with terms and conditions determined by the Committee that are not inconsistent with the 2019 Equity Incentive Plan.

Effect of Certain Events on the 2019 Equity Incentive Plan and Awards. In the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of common stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of common stock or other securities, issuance of warrants or other rights to acquire shares of common stock or other securities or other similar corporate transaction or event that affects the shares of common stock (including a “Change in Control,” as defined in the 2019 Equity Incentive Plan); or (ii) unusual or nonrecurring events affecting us, including changes in applicable rules, rulings, regulations, or other requirements, that the Committee determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, participants (any event in (i) or (ii), an “Adjustment Event”), the Committee will, in respect of any such Adjustment Event, make such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of (a) the Absolute Share Limit, or any other limit applicable under the 2019 Equity Incentive Plan with respect to the number of awards which may be granted thereunder; (b) the number of our shares of common stock or other of our securities (or number and kind of other securities or other property) which may be issued in respect of awards or with respect to which awards may be granted under the 2019 Equity Incentive Plan; and (c) the terms of any outstanding award, including, without limitation, (x) the number of our shares of common stock or other of our securities (or number and kind of other securities or other property) subject to outstanding awards or to which outstanding awards relate; (y) the exercise price or strike price with respect to any award; or (z) any applicable performance measures; provided, that in the case of any “equity restructuring,” (within the meaning of the FASB ASC Topic 718 (or any successor pronouncement thereto)) the Committee will make an equitable or proportionate adjustment to outstanding awards to reflect such equity restructuring. In connection with any Adjustment Event, the Committee may, in its sole discretion, provide for any one or more of the following: (i) substitution or assumption of awards, acceleration of the exercisability of, lapse of restrictions on, or termination of, awards or a period of time for participants to exercise outstanding awards prior to the occurrence of such event; and (ii) subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code, cancellation of any one or more outstanding awards and payment to the holders of such awards that are vested as of such cancellation (including, without limitation, any awards that would vest as a result of the occurrence of such event but for such cancellation or for which vesting is accelerated by the Committee in connection with such event) the value of such awards, if any, as determined by the Committee (which value, if applicable, may be based upon the price per share of common stock received or to be received by other holders of our shares of common stock in such event), including, without limitation, in the case of stock options and SARs, a cash payment equal to the excess, if any, of the fair market value of the shares of common stock subject to the option or SAR over the aggregate exercise price or strike price thereof, or, in the case of restricted stock, Restricted stock units, or other equity-based awards that are not vested as of such cancellation, a cash payment or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to such award prior to cancellation of the underlying shares in respect thereof.

Nontransferability of Awards. No award will be permitted to be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable against us or any of our subsidiaries. However, the Committee may, in its sole discretion, permit awards (other than incentive stock options) to be transferred, including transfers to a participant’s family members, any trust established solely for the benefit of a participant or such participant’s family members, any partnership or limited liability company of which a participant, or such participant and such participant’s family members, are the sole member(s), and a beneficiary to whom donations are eligible to be treated as “charitable contributions” for tax purposes.

 

155


Table of Contents

Amendment and Termination. Our Board of Directors may amend, alter, suspend, discontinue or terminate the 2019 Equity Incentive Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuance or termination may be made without stockholder approval if (i) such approval is necessary to comply with any regulatory requirement applicable to the 2019 Equity Incentive Plan or for changes in GAAP to new accounting standards; (ii) it would materially increase the number of securities which may be issued under the 2019 Equity Incentive Plan (except for adjustments in connection with certain corporate events); or (iii) it would materially modify the requirements for participation in the 2019 Equity Incentive Plan; provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any award will not to that extent be effective without such individual’s consent.

The Committee may, to the extent consistent with the terms of any applicable award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any award granted or the associated award agreement, prospectively or retroactively (including after a Termination); provided, that, except as otherwise permitted in the 2019 Equity Incentive Plan, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any participant with respect to such award will not to that extent be effective without such individual’s consent; provided, further, that without stockholder approval, except as otherwise permitted in the 2019 Equity Incentive Plan, (i) no amendment or modification may reduce the exercise price of any option or the strike price of any SAR; (ii) the Committee may not cancel any outstanding option or SAR and replace it with a new option or SAR (with a lower exercise price or strike price, as the case may be) or other award or cash payment that is greater than the intrinsic value of the cancelled option or SAR; and (iii) the Committee may not take any other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which our securities are listed or quoted.

Dividends and Dividend Equivalents. The Committee in its sole discretion may provide as part of an award dividends or dividend equivalents, on such terms and conditions as may be determined by the Committee in its sole discretion. Any dividends payable in respect of restricted stock awards that remain subject to vesting conditions shall be retained by the Company and delivered to the participant within 15 days following the date on which such restrictions on such restricted stock awards lapse and, if such restricted stock is forfeited, the participant shall have no right to such dividends. Dividends attributable to restricted stock units shall be distributed to the participant in cash or, in the sole discretion of the Committee, in shares of common stock having a fair market value equal to the amount of such dividends, upon the settlement of the restricted stock units and, if such restricted stock units are forfeited, the participant shall have no right to such dividends.

Clawback/Repayment. All awards are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by our Board of Directors or the Committee and as in effect from time to time and (ii) applicable law. To the extent that a participant receives any amount in excess of the amount that the participant should otherwise have received under the terms of the award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the participant will be required to repay us any such excess amount.

Detrimental Activity. If a participant has engaged in any detrimental activity, as defined in the 2019 Equity Incentive Plan, as determined by the Committee, the Committee may, in its sole discretion, provide for one or more of the following: (i) cancellation of any or all of such participant’s outstanding awards or (ii) forfeiture and repayment to us on any gain realized on the vesting, exercise or settlement of any awards previously granted to such participant.

2019 Employee Stock Purchase Plan

As noted above, in connection with this offering, our Board of Directors expects to adopt, and we expect our stockholders to approve, the ESPP prior to the completion of this offering. Although we expect the ESPP to be

 

156


Table of Contents

effective as of the consummation of this offering, the first option period under the ESPP will not commence until specifically authorized by the ESPP Committee (as defined below).

The purpose of the ESPP is to encourage employee participation in the ownership and economic progress of the Company. It is the Company’s intention to have the ESPP qualify as an “employee stock purchase plan” under Section 423 of the Code. Accordingly, the provisions of the ESPP will be administered in a manner that is consistent with the requirements of Section 423 of the Code.

Administration. The ESPP will be administered by the Compensation Committee, and any successor committee thereto or such other committee of the Board of Directors as may be designated by the Board of Directors to administer the ESPP in whole or in part, including any subcommittee of the Board of Directors as designated by the Board of Directors, which Committee or sub-committee will administer the ESPP (such administering body referred to herein, for purposes of this description of the ESPP, as the “ESPP Committee”). Subject to oversight by the Board of Directors or the Compensation Committee, as applicable, the ESPP Committee will have the authority to administer the ESPP and to make and adopt rules and regulations not inconsistent with the provisions of the ESPP or the Code. Its interpretations and decisions in respect of the ESPP will, subject to the aforesaid, be final and conclusive. The ESPP Committee will have the authority to appoint an employee as plan manager and to delegate to the plan manager such authority with respect to the administration of the ESPP as the ESPP Committee, in its sole discretion, deems advisable from time to time. The ESPP Committee will also have the power and authority at any time to (i) modify the terms and conditions of the ESPP as applicable to individuals outside the United States to comply with applicable foreign laws or regulations, tax policy, accounting principles or customs or to facilitate administration of the ESPP; (ii) establish sub-plans and modify administrative procedures and other terms and procedures, to the extent such actions may be necessary or advisable; and (iii) take any action that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or any applicable laws. To the extent any sub-plans are established, the rules of such sub-plans may take precedence over other provisions of the ESPP, with the exception of the number of shares reserved for issuance pursuant to the ESPP, but unless otherwise superseded by the terms of such sub-plan, the provisions of the ESPP shall govern the operation of such sub-plan. Notwithstanding the foregoing, the ESPP Committee may not take any actions hereunder that would violate the Exchange Act, the Code, any securities law or governing statute or any other applicable law or cause the ESPP not to comply with Section 423 of the Code.

Eligible Employees. Under the ESPP, any individual who is an employee of ours (or any subsidiary corporation of the Company that has been designated by the Committee to participate in the ESPP, which we refer to herein, for the purposes of this description of the ESPP, as a “Designated Subsidiary”) who customarily works for the Company or a Designated Subsidiary for a minimum of 18 hours per week and has completed at least 180 days of continuous service is generally eligible to participate in the ESPP. Employees who are included in a unit of employees covered by a collective bargaining agreement subject to the National Labor Relations Act, 29 U.S.C. §§ 151-169, will be eligible to participate in the ESPP if such agreement provides that the employees shall be covered by the ESPP or the collective bargaining representatives and us or a Designated Subsidiary, as applicable, have otherwise agreed to extend coverage under the ESPP to such employees. In no event will an employee who owns 5% or more of the total combined voting power or value of all classes of our stock be eligible to participate in the ESPP, and no employee may purchase shares of our common stock that, following the purchase (and including all options held by such employee), would cause him or her to own 5% or more of the total combined voting power or value of all classes of our stock. Eligible employees of the Company and our Designated Subsidiaries will be given the opportunity to purchase shares of our common stock through payroll deductions from the eligible employee’s salary. Participants may not acquire rights to purchase shares of our common stock under the ESPP and any employee stock purchase plans of the Company that may be adopted by the Company which accrue at a rate that exceeds $25,000 of the fair market value of such shares in the aggregate, determined at the time such option is granted, for each calendar year in which such option is outstanding at any time.

 

157


Table of Contents

Shares Subject to the ESPP. The total number of shares of our common stock which may be issued under the ESPP is 2,000,000. The shares may consist, in whole or in part, of newly issued shares, existing treasury shares, or new purchases in the open market. The issuance of shares pursuant to the ESPP will reduce the total number of shares available under the ESPP.

Option Periods and Option Price. Unless otherwise determined by the ESPP Committee, option periods under the ESPP will last six months and commence on each January 1 and July 1 (or, if such date is a day in which the national stock exchange upon which our stock is listed is not open for trading, the next such date that such exchange is open for trading), although we anticipate that the first option period under the ESPP will not commence prior to 2020. The ESPP Committee may terminate or change the duration and/or frequency of an option period. Eligible employees who participate in the ESPP elect to purchase shares of our common stock at a purchase price (which we refer to herein as the “option price”) equal to the lesser of (x) 85% of the closing price per share on the last day of the applicable option period and (y) 85% of the closing price per share on the first day of the applicable option period (or, in each case, such greater percentage as is determined by the ESPP Committee in advance of an option period), but in no event shall the option price be less than the par value of our common stock. Eligible employees participate by submitting instructions authorizing payroll deductions before the beginning of an option period.

Cancellation or Adjustments of Election to Purchase. A participant may cancel his or her participation in the ESPP, but may not increase his or her contributions during an option period; provided that no more than once per option period, a participant may decrease the deduction (no later than 30 days prior to the end of the option period) by completing any forms prescribed by, or on behalf of, the ESPP Committee or the plan manager, as revised from time to time. Notwithstanding the foregoing, in the event that the participant ceases to be eligible for any reason, participation will immediately terminate and the participant will be entitled to receive a refund of the funds collected on his or her behalf.

Merger or Change in Control. Unless otherwise provided in the applicable agreement, the consummation of which would result in a change in control (as defined in the ESPP), in the event of a change in control, the applicable option period will be shortened by setting a new exercise date on which such option period will end, and each participant’s option will be exercised automatically. Alternatively, the ESPP Committee and the successor corporation may provide that each outstanding option under the ESPP will be assumed or an equivalent option substituted by the successor corporation or a parent or subsidiary of the successor corporation.

Adjustments to Shares. In the event that adjustments are made in the number of outstanding shares of common stock or such shares are exchanged for a different class of stock of the Company or for shares of stock of any other corporation by reason of merger, consolidation, stock dividend, extraordinary cash dividend, stock split or otherwise, the ESPP Committee may make appropriate adjustments in (i) the number and class of shares of common stock or other securities that may be reserved for purchase or purchased pursuant to the ESPP, and (ii) the option price. The Board of Directors may at any time terminate an option period then in progress and provide, in its discretion, that participants’ then outstanding account balances shall be used to purchase shares or returned to the applicable participants.

Rights as Stockholder. The shares of common stock purchased by a participant on an exercise date will, for all purposes, be deemed to have been issued and sold as of the close of business on such exercise date. Prior to that time, none of the rights or privileges of a shareholder of the Company will exist with respect to such shares (including right to vote or receive dividends) and a participant shall only have the rights of an unsecured creditor with respect to such shares of common stock.

Rights Not Transferable. A participant’s rights under the ESPP are exercisable only by the participant and may not be assigned, transferred, pledged, or otherwise disposed of in any manner other than by will or the laws of descent and distribution or to a designated beneficiary following the participant’s death. Unless otherwise determined by the ESPP Committee, shares of our common stock delivered to a participant hereunder may not be

 

158


Table of Contents

assigned, transferred, pledged or otherwise disposed of in any way by the participant during the six month period following such delivery to the participant (other than by will or the laws of descent and distribution, to a designated beneficiary following the participant’s death or in connection with a change in control).

Amendment or Termination. The Board of Directors or the ESPP Committee may at any time, or from time to time, amend the ESPP in any respect, except that, without approval of the shareholders, no amendment may (a) increase the aggregate number of shares reserved under the ESPP other than in connection with the adjustments described above or (b) materially increase the benefits accruing to participants or materially modify the requirements as to eligibility for participation in the ESPP. Any amendment of the ESPP must be made in accordance with applicable provisions of the Code and/or any regulations issued thereunder, any other applicable law or regulations and the requirements of the principal exchange upon which the common stock is listed. The ESPP may not be amended in any way that will cause rights issued under the ESPP to fail to meet the requirements for employee stock purchase plans as defined in Section 423 of the Code or any successor thereto.

Term. The ESPP will continue for ten years, unless earlier terminated by our Board of Directors or the ESPP Committee or automatically upon the issuance of all of the shares available for issuance under the ESPP.

Director Compensation

Historical

We do not currently pay our directors who are either employed by us, by New Mountain Capital, by Goldman Sachs or by PSP Investments, any compensation for their service as directors. For those directors receiving compensation, our standard director compensation program during 2018 consisted of a combination of an annual cash retainer of $50,000, paid quarterly, and a stock option grant. For service as Chairman of the Audit and Finance Committee, Mr. Peacock received an additional $20,000 annual cash retainer. For service as Chairman of the Innovation and Growth Committee, Charles Kummeth (one of our directors until April 2019) received an additional $15,000 annual cash retainer. Our chairman of the board, Mr. Gupta, received an annual cash fee of $250,000 for his service as chairman and director. In addition, for 2018, Mr. Gupta is eligible for variable incentive compensation with an annual target amount of $250,000. In April 2019, our Board of Directors approved the lump sum payment of such variable incentive compensation in an amount equal to $287,500. Mr. Gupta is also entitled to an $800 monthly payment to cover miscellaneous expenses.

Mr. Sachdev joined the Board in April 2019. It is expected that Mr. Sachdev will receive compensation under the director compensation program to be adopted following this offering. See “Director Compensation Following This Offering.”

We also reimburse our non-employee directors for all reasonable out-of-pocket travel expenses incurred in connection with attendance at meetings of the Board of Directors.

 

159


Table of Contents

The following table provides summary information concerning the compensation of the members of our Board of Directors for the year ended December 31, 2018. The compensation paid to Mr. Stubblefield, our President and Chief Executive Officer, is presented in the Summary Compensation Table and the other compensation tables above. During 2018, Mr. Stubblefield did not receive additional compensation for his services as a director.

 

Name

  Fees
Earned or
Paid in
Cash

($)(1)
    Stock
Awards

($)
    Option
Awards

($)(2)
    Non-Equity
Incentive Plan
Compensation

($)(3)
    All Other
Compensation

($)(4)
    Total
($)
 

Rajiv Gupta

    250,000       —         —         287,500       9,600       547,100  

Thomas Connolly

    —         —         —         —         —         —    

Robert Fine

    —         —         —         —         —         —    

Matthew Holt

    —         —         —         —         —         —    

Charles Kummeth

    65,000       —         1,154,614       —         —         1,219,614  

Faisal Masud

    29,166       —         793,680       —         —         822,846  

Andre Moura

    —         —         —         —         —         —    

Jo Natauri

    —         —         —         —         —         —    

Jonathan Peacock

    70,000       —         769,762       —         —         839,762  

Christi Shaw

    7,250       —         789,726       —         —         796,976  

 

(1)

Amounts reflect the director’s cash retainer earned for 2018. For Mr. Masud the amount reflects pro-rated amounts earned since he joined us in May 2018. For Ms. Shaw, the amount reflects pro-rated amounts earned since she joined us in September 2018.

(2)

Amounts reflect stock options granted in 2018 computed utilizing grant date fair value in accordance with Topic 718, disregarding the effect of estimated forfeitures. This valuation is based upon several assumptions that are found in Note 18 to our audited financial statements included elsewhere in this prospectus. As of December 31, 2018, the aggregate number of equity awards outstanding for our non-management directors were as follows: 202,810 options outstanding for Mr. Kummeth; and 135,210 options outstanding for each of Messrs. Masud and Peacock and Ms. Shaw. Terms of these stock options are described below in greater detail.

(3)

Amount reflects Mr. Gupta’s variable incentive compensation for 2018.

(4)

Amount reflects Mr. Gupta’s $800 monthly payment to cover miscellaneous expenses.

 

On January 27, 2018, we granted to each of Messrs. Kummeth and Peacock 202,810 and 135,210 options, respectively, pursuant to the Vail Plan, with an exercise price of $23.21 per share. In addition, on their respective commencement dates, we granted to each of Mr. Masud and Ms. Shaw 135,210 options pursuant to the Vail Plan, with an exercise price of $23.21 per share. Mr. Masud left the Board of Directors effective February 5, 2019 and, as such, all options held by him were forfeited. In connection with Mr. Kummeth’s resignation from the Board of Directors, we entered into an amendment to his option agreement which provided that all of his options would be deemed vested and exercisable as of the date he resigned from the Board of Directors, and his options will remain exercisable until the 10th anniversary of the date of grant of such options.

The options granted to our directors under the Vail Plan have a ten-year term, with 60 percent of each grant vesting quarterly over four years, and the remaining 40 percent vesting upon the occurrence of a “change in control” (as defined in the Vail Plan) or a public offering (including this offering), in each case, prior to December 13, 2020 (or 20 percent, if such event occurs after December 13, 2020 and prior to December 13, 2021). In the event of a “change in control” prior to an applicable vesting date, any then unvested time-vesting options will vest. In the event that such director’s service terminates, any then-unvested options will be immediately forfeited for no consideration, and any then-vested options will remain outstanding and exercisable for 180 days following such termination, subject to earlier expiration of the option.

 

160


Table of Contents

We also reimburse our non-employee directors for all reasonable out-of-pocket travel expenses incurred in connection with attendance at meetings of the Board of Directors.

Director Compensation Following This Offering

In connection with this offering and with assistance from FW Cook, we have developed a market-based director compensation program for our non-employee directors (other than the directors employed by New Mountain Capital, by Goldman Sachs or by PSP Investments). The program will provide eligible directors with annual compensation of approximately $275,000, consisting of $75,000 as an annual cash retainer (payable in quarterly installments in arrears) and approximately $200,000 in the form of restricted stock units, which will vest in full on the earlier of (x) the first anniversary of the Vesting Start Date (as defined in the restricted stock unit agreement) and (y) the date of our first regular annual meeting of stockholders following the grant date of the restricted stock units; provided, that if the director has continuously provided service to us upon the occurrence of a change in control prior to such dates, all then-unvested restricted stock units will vest. If an eligible director begins service after the start of a fiscal year but prior to the award of the annual equity-based retainer for such fiscal year, he or she will be eligible to receive the full amount of such retainer. Otherwise, the annual equity-based retainer will be pro-rated for partial years of service. As described above under “—IPO Equity Awards,” we intend to make these grants upon completion of this offering. The non-executive chairperson of the Board of Directors will receive an additional $150,000, and the respective chairpersons of the audit and finance committee, compensation and human resources committee and nominating and governance committee will receive an additional $20,000, $15,000 and $10,000, respectively. In addition, each member of the Audit and Finance Committee, other than the chairperson, will receive an additional $10,000.

Each eligible director will also be entitled to receive reimbursement for reasonable travel, lodging and other expenses which they properly incur in connection with their functions and duties as a director.

In connection with this offering we have also adopted equity ownership guidelines for our non-employee directors (other than the directors employed by New Mountain Capital, by Goldman Sachs or by PSP Investments) in order to better align our eligible directors’ financial interests with those of our shareholders. Each such director must own shares of Common Stock in an amount equal to four times (4x) his or her base annual cash retainer (excluding additional annual cash retainers for service as the Chairman of the Board of Directors, committee chairpersons and committee members). Such directors are required to achieve the applicable level of ownership within five years of becoming subject to the requirements.

 

161


Table of Contents

PRINCIPAL AND SELLING STOCKHOLDERS

The following table and accompanying footnotes set forth information with respect to the beneficial ownership of our common stock as of March 31, 2019 by (1) each individual or entity known by us to beneficially own more than 5% of our outstanding common stock, including the selling stockholder in this offering, (2) each of our named executive officers, (3) each of our directors and (4) all of our directors and our executive officers as a group.

A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days.

To our knowledge, unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to their beneficially owned common stock.

Securities subject to option grants that have vested or will vest within 60 days are deemed outstanding for calculating the percentage ownership of the person holding the options, but are not deemed outstanding for calculating the percentage ownership of any other person. In addition, common stock issuable pursuant to the exercise of warrants that are immediately exercisable or exercisable within 60 days are deemed outstanding for calculating the percentage ownership of the person holding the warrants, but are not deemed outstanding for calculating the percentage ownership of any other person.

The percentages of shares outstanding provided in the table below are based on 132,829,622 shares of our common stock, par value $0.01 per share, outstanding as of March 31, 2019, and assuming the full conversion of the Existing Junior Convertible Preferred Stock as described below.

The shares beneficially owned prior to this offering assumes the full conversion of the Existing Junior Convertible Preferred Stock into 139,615,385 shares of common stock based on an initial public offering price of $19.50 per share of common stock (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus). The number of shares of common stock received upon conversion of the Existing Junior Convertible Preferred Stock will be based on the aggregate liquidation preference of such stock of $2,722,500,000 divided by the initial public offering price. A decrease in the assumed initial public offering price (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus) of $1.00 per share would result in the issuance of 147,162,162 shares of common stock upon conversion. An increase of $1.00 per share in the assumed initial public offering price would result in the issuance of 132,804,878 shares of common stock upon conversion. See “Description of Capital Stock—Preferred Stock—Existing Junior Convertible Preferred Stock.” The shares beneficially owned after this offering is based on 426,444,907 shares outstanding, after giving effect to the sale of 154,000,000 shares of our common stock by us and the selling stockholder in this offering and assuming no exercise of the underwriters’ option to purchase additional shares in this offering.

 

162


Table of Contents

Except as otherwise indicated in the footnotes below, the address of each beneficial owner is c/o Avantor, Inc., Radnor Corporate Center, Building One, Suite 200, 100 Matsonford Road, Radnor, PA 19087.

 

              Shares Beneficially Owned After
this Offering(1)
 
    Shares Beneficially Owned
Prior to this Offering(1)
    Assuming No Exercise
of the Underwriters’
Over-Allotment Option
    Assuming Full Exercise
of the Underwriters’
Over-Allotment Option
 

Name of Beneficial Owner

  Number     Percentage of
Total Common
Stock
  Percentage of
Total Common
Stock
    Percentage of
Total Common
Stock
 

Greater than 5% Stockholders:

       

Entities affiliated with New Mountain Capital(2)

    110,478,090       41     26     25

Entities affiliated with The Goldman Sachs Group, Inc.(3)

    48,856,997       18     11     11

Entities affiliated with PSP(4)

    17,740,767       7     4     4

NuSil, LLC (5)

    16,275,637       6     4     4

Named Executive Officers and Directors(6):

       

Michael Stubblefield

    4,021,931       1     *       *  

Thomas Szlosek

    540,832       *       *       *  

Bjorn Hofman

    1,741,790       *       *       *  

Gerard Brophy

    216,332       *       *       *  

Frederic Vanderhaegen

    216,332       *       *       *  

Rajiv Gupta(2)(7)

    2,527,307       1     *       *  

Thomas Connolly(3)

    —         —         —         —    

Robert Fine(4)

    —         —         —         —    

Matthew Holt(2)

    —         —         —         —    

Andre Moura(2)

    —         —         —         —    

Jo Natauri(3)

    —         —         —         —    

Jonathan Peacock

    168,839       —         —         —    

Rakesh Sachdev

    —         —         —         —    

Christi Shaw

    54,084       *       *       *  

All directors and executive officers as a group (22 persons)(6)

    9,433,363       3     2     2

 

*

Less than one percent.

(1)

The percentage of shares beneficially owned before and after this offering assumes the full conversion of the Existing Junior Convertible Preferred Stock at the midpoint of the estimated offering price range shown on the cover page of this prospectus.

(2)

The general partner of New Mountain Partners III, L.P. is New Mountain Investments III, L.L.C. and the manager of New Mountain Partners III, L.P. is New Mountain Capital, L.L.C. Steven B. Klinsky is the managing member of New Mountain Investments III, L.L.C. Rajiv Gupta, Matthew Holt and Andre Moura, each members of our Board of Directors, are members of New Mountain Investments III, L.L.C. New Mountain Investments III, L.L.C. has decision-making power over the disposition and voting of shares of portfolio investments of New Mountain Partners III, L.P. New Mountain Capital, L.L.C. also has voting power over the shares of portfolio investments of New Mountain Partners III, L.P. Steven B. Klinsky, as the managing member of New Mountain Investments III, L.L.C., has voting and investment power over the shares held by New Mountain Investments III, L.L.C. In connection with this offering, New Mountain Partners III, L.P. is selling 100 shares of common stock, which is reflected in its shares beneficially owned after this offering.

The managing member of New Mountain Capital, L.L.C. is New Mountain Capital Group, L.P. The general partner of New Mountain Capital Group, L.P. is NM Holdings GP, L.L.C. Steven B. Klinsky is the managing member of NM Holdings GP, L.L.C. Since (a) New Mountain Investments III, L.L.C. has decision-making power over New Mountain Partners III, L.P. and (b) New Mountain Capital, L.L.C. has voting power over the shares of portfolio investments of New Mountain Partners III, L.P., Mr. Klinsky may be deemed to beneficially own the shares that New Mountain Partners III, L.P. holds of record or may be deemed to beneficially own.

 

163


Table of Contents

Mr. Klinsky, Mr. Gupta, Mr. Holt, Mr. Moura, New Mountain Investments III, L.L.C. and New Mountain Capital, L.L.C. expressly disclaim beneficial ownership over the shares held by New Mountain Partners III, L.P. The address of each of the foregoing is c/o New Mountain Capital, L.L.C., 787 Seventh Avenue, 49th Floor, New York, New York 10019.

(3)

Consists of (i) 19,080,769 shares of common stock issuable upon conversion of the Existing Junior Convertible Preferred Stock and 1,080,595 warrants to purchase 1,080,595 shares of common stock held by Broad Street Principal Investments, L.L.C., (ii) 578,685 shares of common stock issuable upon conversion of the Existing Junior Convertible Preferred Stock and 36,475 warrants to purchase 36,475 shares of common stock held by StoneBridge 2017, L.P., (iii) 267,469 shares of common stock issuable upon conversion of Existing Junior Convertible Preferred Stock and 16,850 warrants to purchase 16,850 shares of common stock held by StoneBridge 2017 Offshore, L.P., (iv) 1,489,062 shares of common stock issuable upon conversion of the Existing Junior Convertible Preferred Stock held by StoneBridge 2018, L.P., (v) 626,323 shares of common stock issuable upon conversion of the Existing Junior Convertible Preferred Stock held by StoneBridge 2018 Offshore, L.P., and (vi) 25,680,769 shares of common stock issuable upon conversion of the Existing Junior Convertible Preferred Stock held by VWR Partners, L.P. (collectively, the “GS Entities”). Affiliates of Goldman Sachs and The Goldman Sachs Group, Inc. are the general partner, managing partner, managing member or investment manager of each of the GS Entities, and the GS Entities may share voting and investment power with certain of their respective affiliates. Goldman Sachs is a direct and indirect wholly owned subsidiary of The Goldman Sachs Group, Inc. Tom Connolly and Jo Natauri are Managing Directors of Goldman Sachs and may be deemed to have beneficial ownership of the shares held by the GS Entities. Each of the GS Entities, Mr. Connolly and Ms. Natauri disclaim beneficial ownership over the shares described above except to the extent of their pecuniary interest therein. The address of the GS Entities, Mr. Connolly and Ms. Natauri is 200 West Street, New York, NY 10282.

(4)

Consists of (i) 16,923,077 shares of common stock issuable upon conversion of the Existing Junior Convertible Preferred Stock and (ii) 817,690 warrants to purchase 817,690 shares of common stock held by Galvaude Private Investments Inc. (“PSP”). Neil Cunningham, as President of PSP and Guthrie Stewart, as Director and Vice President of PSP, in such capacities have investment control over such securities, and Stéphanie Lachance, as Vice President, Responsible Investment of PSP Investments, has voting control over such securities on behalf of PSP Investments. Each of Messrs. Cunningham and Stewart and Ms. Lachance disclaim beneficial ownership of such securities. The principal business address of PSP is 1250 René Lévesque Boulevard West, Suite 1400, Montreal, Quebec, Canada, H3B 4WB.

(5)

Tom Banigan, Richard Compton, Dawn Howard, Scott Mraz, Brian Nash, Keith Reichel and Jim Yabsley (i) are members of the board of managers of NuSil, LLC, (ii) are the managing members of NuSil, LLC and (iii) have shared voting and investment power over the shares of common stock held by NuSil, LLC. As a result, Mr. Banigan, Mr. Compton, Ms. Howard, Mr. Mraz, Mr. Nash, Mr. Reichel and Mr. Yabsley may be deemed to possess beneficial ownership of the shares of common stock held by NuSil, LLC. The address of NuSil, LLC and each of the foregoing is c/o Reicker Pfau Pyle & McRoy LLP, Attention: Michael E. Pfau, Esq., 1421 State Street, Suite B, Santa Barbara, CA 93101.

(6)

The number of shares reported includes shares covered by options that are exercisable within 60 days.

(7)

Includes of (i) 540,141 shares of common stock held by The Gupta Family Trust, (ii) 1,290,969 that have vested or will vest within 60 days and (iii) 375,692 shares of common stock issuable upon conversion of the Existing Junior Convertible Preferred Stock held by The Gupta Family Trust. Kamla Gupta, the wife of Rajiv Gupta, is the sole trustee of The Gupta Family Trust and has voting and investment power over the shares of common stock held by The Gupta Family Trust.

 

164


Table of Contents

The following table sets forth information with respect to the beneficial ownership of our Existing Junior Convertible Preferred Stock as of March 31, 2019 by (1) each of the individuals or entities set forth above, (2) each of our named executive officers, (3) each of our directors and (4) all of our directors and our executive officers as a group.

 

     Shares Beneficially Owned
Prior to this Offering
 

Name of Beneficial Owner

   Number      Percentage of
Total Existing Junior Convertible
Preferred Stock
 

Greater than 5% Stockholders:

     

Entities affiliated with New Mountain Capital(1)

     —          —    

Entities affiliated with The Goldman Sachs Group, Inc.(2)

     564,000        34.18

Entities affiliated with PSP(3)

     200,000        12.12

Named Executive Officers and Directors:

     

Michael Stubblefield

     —          —    

Thomas Szlosek

     —          —    

Bjorn Hofman

     —          —    

Gerard Brophy

     —          —    

Frederic Vanderhaegen

     —          —    

Rajiv Gupta(1)(4)

     4,440        *  

Thomas Connolly(2)

     —          —    

Robert Fine(3)

     —          —    

Matthew Holt(1)

     —          —    

Andre Moura(1)

     —          —    

Jo Natauri(2)

     —          —    

Jonathan Peacock

     1,000        *  

Rakesh Sachdev

     —          —    

Christi Shaw

     —          —    

All directors and executive officers as a group (22 persons)

     6,440        *  

 

*

Less than one percent.

(1)

The general partner of New Mountain Partners III, L.P. is New Mountain Investments III, L.L.C. and the manager of New Mountain Partners III, L.P. is New Mountain Capital, L.L.C. Steven B. Klinsky is the managing member of New Mountain Investments III, L.L.C. Rajiv Gupta, Matthew Holt and Andre Moura, each members of our Board of Directors, are members of New Mountain Investments III, L.L.C. New Mountain Investments III, L.L.C. has decision-making power over the disposition and voting of shares of portfolio investments of New Mountain Partners III, L.P. New Mountain Capital, L.L.C. also has voting power over the shares of portfolio investments of New Mountain Partners III, L.P. Steven B. Klinsky, as the managing member of New Mountain Investments III, L.L.C., has voting and investment power over the shares held by New Mountain Investments III, L.L.C.

The managing member of New Mountain Capital, L.L.C. is New Mountain Capital Group, L.P. The general partner of New Mountain Capital Group, L.P. is NM Holdings GP, L.L.C. Steven B. Klinsky is the managing member of NM Holdings GP, L.L.C. Since (a) New Mountain Investments III, L.L.C. has decision-making power over New Mountain Partners III, L.P. and (b) New Mountain Capital, L.L.C. has voting power over the shares of portfolio investments of New Mountain Partners III, L.P., Mr. Klinsky may be deemed to beneficially own the shares that New Mountain Partners III, L.P. holds of record or may be deemed to beneficially own.

Mr. Klinsky, Mr. Gupta, Mr. Holt, Mr. Moura, New Mountain Investments III, L.L.C. and New Mountain Capital, L.L.C. expressly disclaim beneficial ownership over the shares held by New Mountain Partners III, L.P. The address of each of the foregoing is c/o New Mountain Capital, L.L.C., 787 Seventh Avenue, 49th Floor, New York, New York 10019.

(2)

Consists of (i) 225,500 shares of Existing Junior Convertible Preferred Stock held by Broad Street Principal Investments, L.L.C., (ii) 6,839 shares of Existing Junior Convertible Preferred Stock held by StoneBridge 2017, L.P., (iii) 3,161 shares of Existing Junior Convertible Preferred Stock held by StoneBridge 2017 Offshore, L.P., (iv) 17,598 shares of Existing Junior Convertible Preferred Stock held by StoneBridge 2018, L.P., (v) 7,402 shares of Existing Junior Convertible Preferred Stock held by StoneBridge 2018 Offshore,

 

165


Table of Contents
  L.P., and (vi) 303,500 shares of Existing Junior Convertible Preferred Stock held by VWR Partners, L.P. (collectively, the “GS Entities”). Affiliates of Goldman Sachs and The Goldman Sachs Group, Inc. are the general partner, managing partner, managing member or investment manager of each of the GS Entities, and the GS Entities may share voting and investment power with certain of their respective affiliates. Goldman Sachs is a direct and indirect wholly owned subsidiary of The Goldman Sachs Group, Inc. Tom Connolly and Jo Natauri are Managing Directors of Goldman Sachs and may be deemed to have beneficial ownership of the shares held by the GS Entities. Each of the GS Entities, Mr. Connolly and Ms. Natauri disclaim beneficial ownership over the shares described above except to the extent of their pecuniary interest therein. The address of the GS Entities, Mr. Connolly and Ms. Natauri is 200 West Street, New York, NY 10282.
(3)

Consists of 200,000 shares of Existing Junior Convertible Preferred Stock held by PSP. Neil Cunningham, as President of PSP and Guthrie Stewart, as Director and Vice President of PSP, in such capacities have investment control over such securities, and Stéphanie Lachance, as Vice President, Responsible Investment of PSP Investments, has voting control over such securities on behalf of PSP Investments. Each of Messrs. Cunningham and Stewart and Ms. Lachance disclaim beneficial ownership of such securities. The principal business address of PSP is 1250 René Lévesque Boulevard West, Suite 1400, Montreal, Quebec, Canada, H3B 4WB.

(4)

Consists of (i) 2,440 shares of Existing Junior Convertible Preferred Stock held by Rajiv Gupta and (ii) 2,000 shares of Existing Junior Convertible Preferred Stock held by The Gupta Family Trust. Kamla Gupta, the wife of Rajiv Gupta, is the sole trustee of The Gupta Ttee Gupta Family Trust and has voting and investment power over the shares of Existing Junior Convertible Preferred Stock held by The Gupta Family Trust.

 

166


Table of Contents

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Arrangements with Affiliates of New Mountain Capital, PSP and Affiliates of Goldman Sachs

We and certain of our subsidiaries entered into various related party agreements in the ordinary course of business and in contemplation of the VWR Acquisition and this offering:

Stockholders Agreement

In connection with the VWR Acquisition, we entered into a stockholders agreement with affiliates of New Mountain Capital, affiliates of Goldman Sachs and certain other co-investors, which provides for, among other things, the election of our Board of Directors, restrictions on the transferability of our equity, preemptive rights, bring-along rights, tag-along rights, preemptive rights and information rights for the benefit of New Mountain Capital, Goldman Sachs and certain other co-investors, including PSP.

This agreement requires us to nominate a number of individuals directly or indirectly designated by affiliates of each of New Mountain Capital, Goldman Sachs, and, one other appointing stockholder, which initially has been PSP, as our directors. Specifically, New Mountain Capital may, through its ownership of a majority of our common stock, effectively designate five directors, affiliates of Goldman Sachs may designate two directors (along with having a right to nominate another two directors with New Mountain Capital’s consent) and PSP may designate one director. Prior to the consummation of this offering, pursuant to this agreement each of Matthew Holt and Andre Moura were designated as directors by New Mountain Capital, Thomas Connolly and Jo Natauri were designated as directors by affiliates of Goldman Sachs and Robert Fine was designated as a director by PSP.

Portions of the Stockholders Agreement terminate in connection with this offering, including the preemptive rights and the board designation rights of each of New Mountain Capital and PSP discussed above. Following this offering, both directors nominated by affiliates of Goldman Sachs are expected to remain on the Board of Directors and affiliates of Goldman Sachs will continue to have a contractual right to designate a director to the Board for so long as it holds at least 50% of the number of shares of common stock that will be issued to Goldman Sachs and its affiliates upon conversion of the Existing Junior Convertible Preferred Stock. Following this offering, New Mountain Capital will have additional director nomination rights under the Investor Rights Agreement. See “—Investor Rights Agreement.”

In addition, portions of the Stockholders Agreement will survive following this offering, including restrictions on transferability of our equity, rights and obligations of transferees, existing stockholder piggyback rights, certain tag-along rights and certain other covenants. Specifically, following this offering, our equity securities may be sold by the parties to the Stockholders Agreement only to (i) affiliates, subject to certain restrictions, or (ii) in a transaction that is exempt under the Securities Act or that is made through the exercise of registration rights provided in the Registration Rights Agreement. The parties to the Stockholders Agreement will continue to be provided with “piggyback” rights to participate in a registered offering of the Company’s securities by affiliates of New Mountain Capital. Similarly, the parties to the Stockholders Agreement will continue to have tag-along rights in connection with any transfers by affiliates of New Mountain Capital of our equity securities in an unregistered offering to a third-party investor, except for a broker-dealer transaction.

Investor Rights Agreement

In connection with this offering, we intend to enter into an investor rights agreement with affiliates of New Mountain Capital. This agreement will grant New Mountain Capital the right to nominate directors to our board of directors as follows: so long as affiliates of New Mountain Capital continue to own (i) at least 50% of the shares of our common stock that it owned immediately following the consummation of this offering, New Mountain Capital shall be entitled to nominate three directors; (ii) at least 25% but less than 50% of the shares of

 

167


Table of Contents

our common stock that it owned immediately following the consummation of this offering, New Mountain Capital shall be entitled to nominate two directors; and (iii) at least 10% but less than 25% of the shares of our common stock that it owned immediately following the consummation of this offering, New Mountain Capital shall be entitled to nominate one director. For so long as we maintain a compensation and human resources committee and a nominating and governance committee, such committees shall each include at least one New Mountain Capital director designee, but only if New Mountain Capital is then entitled to nominate at least one director and, to the extent then required under the applicable NYSE rules, such director is an “Independent Director” under the applicable NYSE rules.

In addition, pursuant to this agreement, we will waive to the fullest extent permitted by law any interest or expectancy that we may have in specified corporate opportunities that may be offered to New Mountain Capital and its affiliates other than any corporate opportunity that is expressly offered to a New Mountain Capital director designee solely in his or her capacity as one of our directors.

Registration Rights Agreement

In connection with the VWR Acquisition, we entered into a registration rights agreement with affiliates of New Mountain Capital, Goldman Sachs and its affiliates and certain other co-investors. Subject to certain conditions, the registration rights agreement provides certain affiliates of New Mountain Capital and Goldman Sachs, as well as holders of a majority of the voting power of our warrants, with an unlimited number of “demand” registrations following an initial public offering, permitting the demanding party to request the registration of shares of our common stock held by such party in an offering registered under the Securities Act. In addition, under the registration rights agreement, all holders of registrable securities party thereto are provided with customary “piggyback” registration rights following an initial public offering, permitting such party to participate in offerings of shares of our common stock initiated by other parties. The registration rights agreement also provides that we will pay certain expenses of these holders relating to such registrations and indemnify them against certain liabilities which may arise under the Securities Act.

Advisory Agreement

Avantor Funding, Inc. entered into an amended and restated advisory agreement with New Mountain Capital on September 30, 2016 (the “Advisory Agreement”) pursuant to which New Mountain Capital has provided, on a nonexclusive basis, management, financial and investment banking advisory services to Avantor and its subsidiaries. The Advisory Agreement requires us to pay New Mountain Capital (i) an annual advisory fee of $1.0 million; (ii) a fee equal to 2% of the value of any acquisitions or financing transactions if their value is greater than $20.0 million; and (iii) reimbursement of certain immaterial out-of-pocket expenses. In November 2017, the advisory agreement was amended so that any future transaction fees, other than defined exit events, are payable in shares of our common stock instead of cash. The Advisory Agreement is expected to be terminated in connection with this offering, without any fee paid.

The following table presents the payments we have made under the advisory agreement (including under the predecessor agreement for 2014 and 2015) in each of the following periods indicated:

 

     Year ended December 31,      Three months
ended March 31,

2019
 

(in millions)

   2018      2017      2016      2015      2014  

Annual advisory fees

   $ 1.0      $ 1.0      $ 1.0      $ 1.0      $ 1.0      $ —    

Transaction fees:

                 

VWR Acquisition

     —          180.0      —          —          —          —    

Debt refinancings

     —          12.5        27.3      —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 1.0      $ 193.5      $ 28.3      $ 1.0      $ 1.0      $ —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

168


Table of Contents

CPECS

New Mountain Capital was the primary holder of convertible preferred equity certificates (“CPECs”) that were part of our previous capital structure. The CPECs were redeemable for cash based on a contractual formula. Under that formula, the redemption value of the CPECs increased significantly over their term. In 2016, we paid New Mountain Capital $691.0 million to redeem some of its CPECs, and the rest of the CPECs held by New Mountain Capital, totaling $1,487.7 million, were converted and, together with all of New Mountain Capital’s other ordinary shares of Avantor, S.A. held by New Mountain Capital, immediately exchanged for 30 million shares of legacy common stock of Avantor Funding, Inc., our former parent company.

Existing Senior Preferred Stock

Concurrently with the consummation of the VWR Acquisition, we issued shares of series A senior preferred stock with an initial aggregate liquidation preference of $2.0 billion to investors, including affiliates of Goldman Sachs. We intend to redeem outstanding shares of the Existing Senior Preferred Stock with the proceeds of this offering and the concurrent offering of Mandatory Convertible Preferred Stock. The redemption will require payment of a make-whole premium of approximately $218.7 million. See “Description of Capital Stock—Preferred Stock—Existing Senior Preferred Stock.”

Approximately 318,950 shares and 230,000 shares of Existing Senior Preferred Stock were issued to affiliates of Goldman Sachs and PSP, respectively, in consideration for $318,950,000.00 and $230,000,000.00 paid to the Company. As of March 31, 2019, there were 2,338,155 shares of Existing Senior Preferred Stock outstanding, with affiliates of Goldman Sachs and PSP owning approximately 372,872 shares and 268,885 shares, respectively.

Existing Junior Convertible Preferred Stock

Concurrently with the consummation of the VWR Acquisition, we issued shares of our series A junior convertible preferred stock (the “Existing Junior Convertible Preferred Stock”) for an initial aggregate purchase price of $1.65 billion to investors, including affiliates of Goldman Sachs. The shares of the Existing Junior Convertible Preferred Stock will automatically convert into our common stock upon the consummation of this offering. See “Description of Capital Stock—Preferred Stock—Existing Junior Convertible Preferred Stock.”

Approximately 415,000 shares, 200,000 shares and 1,000 shares of Existing Junior Convertible Preferred Stock were issued to affiliates of Goldman Sachs, PSP and Charles Kummeth (one of our directors until April 2019), respectively, in consideration for $415,000,000, $200,000,000, and $1,000,000, respectively, paid to the Company. As of March 31, 2019 affiliates of Goldman Sachs, PSP, Charles Kummeth, Jonathan Peacock and Rajiv Gupta owned approximately 564,000 shares, 200,000 shares, 1,000 shares, 1,000 shares and 4,440 shares, respectively, of Existing Junior Convertible Preferred Stock. In addition, as part of the consideration in the VWR Acquisition, we issued shares of Existing Junior Convertible Preferred Stock to New Mountain Capital and certain members of management and directors. See “—Internal Reorganization.”

Arrangements with NuSil and other Prior Equityholders

Internal Reorganization

In connection with the VWR Acquisition, we completed an internal reorganization, including a series of internal mergers. As consideration for this transaction, common and restricted stockholders existing prior to the consummation of the VWR Acquisition, including affiliates of New Mountain Capital and certain directors and officers, received a mix of the Existing Junior Convertible Preferred Stock, common stock and cash (including certain payments attributable to our prior TRA). The holders of equity awards existing prior to the consummation of the VWR Acquisition, including certain directors and officers, received a combination of Existing Junior Convertible Preferred Stock, replacement awards exercisable into common stock of Avantor, as well as cash (including certain payments attributable to our prior TRA). Specifically, affiliates of New Mountain Capital

 

169


Table of Contents

received 260,496.871 shares of Existing Junior Convertible Preferred Stock, 110,478,090 shares of common stock and $964,335,128. Certain members of management, including Michael Stubblefield, Bjorn Hofman, Ashish Kulkarni, Eric McAllister, Devashish Ohri and Corey Walker, and directors, including Rajiv Gupta and Jonathan Peacock, also received 12,361.290 shares of Existing Junior Convertible Preferred Stock, 1,053,495 shares of common stock, 6,674,530 shares of replacement awards exercisable into common stock and $52,976,655 in the aggregate. In connection with these transactions, our prior TRA was terminated.

NuSil Merger Agreement

We acquired all the direct and indirect interests in NuSil Investments, LLC on September 30, 2016. This acquisition was effected pursuant to a merger agreement entered into on August 30, 2016, by Avantor SA, Alphanumeric Merger Sub 1, Inc., Alphanumeric Merger Sub 2, LLC, NuSil Investments, LLC and NuSil Acquisition Corp. Prior to the consummation of the NuSil Merger, Avantor Performance Materials Holdings, LLC was a direct wholly-owned subsidiary of Avantor SA and owned 100% of the interests in Alphanumeric Merger Sub 1, Inc. and Alphanumeric Merger Sub 2, LLC.

Immediately prior to the NuSil Merger, NuSil Acquisition Corp., NuSil LLC, a California limited liability company, and NuSil 2.0 LLC, a Delaware limited liability company, owned all of the outstanding interests in NuSil Investments. At the time of the NuSil Merger, New Mountain Partners III L.P., an entity affiliated with New Mountain Capital, previously held 100% of the equity interests of NuSil Acquisition Corp. through its wholly-owned subsidiary NuSil Holdings LLC. This transaction constituted an affiliate transaction due to New Mountain Capital’s ownership interest in each company. The total aggregate consideration of approximately 15,530,267 shares of legacy equity in our former parent paid to the stockholders of NuSil Investments, LLC was based on the enterprise value of NuSil Investments, LLC at the time of the transaction. The terms and consideration of the NuSil Merger were negotiated on an arms-length basis between affiliates of New Mountain Capital, in their capacity as stockholders in the Company, and the non-New Mountain Capital stockholders in NuSil Investments, LLC. In addition, NuSil Investments, LLC engaged a third-party advisor to evaluate the transaction.

Upon the consummation of the NuSil Merger, (i) Alphanumeric Merger Sub 1, Inc. merged with and into NuSil Acquisition Corp. and (ii) Alphanumeric Merger Sub 2, LLC merged with and into NuSil Investments. In order to effect the NuSil Merger, our former parent company issued equity to the then existing owners of NuSil Acquisition Corp. and NuSil Investments in exchange for such owners’ respective ownership interests in NuSil Acquisition Corp. and NuSil Investments. As a result of these mergers, both NuSil Acquisition Corp. and NuSil Investments became subsidiaries of Avantor Performance Materials Holdings, LLC and NuSil Acquisition Corp. retained majority ownership in NuSil Investments. In connection with the NuSil Merger and a related internal restructuring, affiliates of New Mountain Capital received approximately 38,509,939 shares of legacy equity in our former parent company and its subsidiary, representing approximately 77% ownership upon consummation of the transaction. In addition, affiliates of New Mountain Capital received (i) a cash distribution and (ii) fees related to the associated debt financing under the Advisory Agreement, in each case, in connection with the NuSil Merger and related internal restructuring. See “—Distributions” and “—Arrangements with Affiliates of New Mountain Capital, PSP and Affiliates of Goldman Sachs—Advisory Agreement.”

Distributions

On October 14, 2016, in connection with the NuSil Merger and related internal restructuring, a subsidiary of our former parent company made cash distributions to its equity holders totaling $112.8 million, which in turn were used in part to make a cash dividend to common stockholders and optionholders of our former parent company. Such distributions included $98.0 million allocated to affiliates of New Mountain Capital and $1.3 million allocated to certain members of management and directors, including Michael Stubblefield, Bjorn Hofman and Rajiv Gupta.

 

170


Table of Contents

On March 17, 2017, a subsidiary of our former parent company made cash distributions to its equity holders totaling $459.9 million, which in turn were used in part to make a cash dividend to common stockholders and vested optionholders of our former parent company. Such distributions included $385.1 million allocated to affiliates of New Mountain Capital and $5.7 million allocated to certain members of management and directors, including Michael Stubblefield, Bjorn Hofman, Devashish Ohri and Rajiv Gupta. In addition, as described under “—Internal Reorganization,” New Mountain Capital received $964,335,128 in connection with the VWR Acquisition. No other distributions were made to affiliates of New Mountain Capital in the last five fiscal years or in the three months ended March 31, 2019.

NuSil Technology Real Estate Leases

1150 Mark Avenue, Carpinteria, California

Pursuant to a lease agreement, which expired on June 30, 2015 and which we are operating under on a month-to-month basis, or the “Mark Avenue Lease,” we lease office space at 1150 Mark Avenue, Carpinteria, California from Siloxy Group, a company that is approximately 38% owned by a shareholder of the NuSil Investors.

The Mark Avenue Lease had a five year term commencing in 1990, with four additional five year renewal options. We anticipate entering into a new lease with Siloxy Group prior to the consummation of this offering. Under the Mark Avenue Lease, rent increased annually and we also paid the landlord the property taxes incurred. In July of 2016, rent increased to $23,593 per month pursuant to the Consumer Price Index. For the years ended December 31, 2018, December 31, 2017 and December 31, 2016, we paid $296,000, $283,000 and $279,000 under the Mark Avenue Lease, respectively. For the three months ended March 31, 2019, we paid $95,584 under the Mark Avenue Lease.

1045 Cindy Lane, Carpinteria, California

Pursuant to a lease agreement, dated January 1, 2016, or the “Cindy Lane Lease,” we lease industrial space at 1045 Cindy Lane, Carpinteria, California from a shareholder of the NuSil Investors.

The Cindy Lane Lease has a ten-year term, with two five-year renewal options. Under the Cindy Lane Lease, rent increases annually. For the years ended December 31, 2018, December 31, 2017 and December 31, 2016, we paid $273,000, $263,000 and $260,000 under the Cindy Lane Lease, respectively. For the three months ended March 31, 2019, we paid $64,880 under the Cindy Lane Lease.

2343 Pegasus Road, Bakersfield, California

Pursuant to a lease agreement, dated January 1, 2016, or the “Pegasus Road Lease,” we lease industrial space at 2343 Pegasus Road, Bakersfield, California from a shareholder of the NuSil Investors.

The Pegasus Road Lease has a ten-year term, with two five-year renewal options. Under the Pegasus Road Lease, rent increases annually. For the years ended December 31, 2018, December 31, 2017 and December 31, 2016, we paid $743,000, $716,000 and $705,000 under the Pegasus Road Lease, respectively. For the three months ended March 31, 2019, we paid $194,216 under the Pegasus Road Lease.

NuSil Stock Compensation and Equity Incentive Plans

NuSil LLC Equity Incentive Plan

NuSil LLC, one of our existing stockholders, maintains a performance incentive plan, or the “2005 NuSil Plan,” under which member units and SARs were granted to employees and consultants of NuSil Technology.

 

171


Table of Contents

The SARs act as membership unit appreciation rights which entitle the holder to receive a cash distribution in the amount of the excess of the fair value of the units over a base price. There is also a buy-back feature associated with these awards, as NuSil LLC has the right from time to time to repurchase all or any number of units purchased by employees upon exercise of the options at fair value. Vested options and appreciation rights are repurchased by NuSil LLC at fair value. Unvested options are repurchased by NuSil LLC at the exercise price of $0.001 and unvested SARs are considered to be forfeited.

The options are subject to a five year service and performance based vesting period (10% per year vest based on service and 10% per year vest based on individual performance). Options granted terminate on the earlier of the date of expiration or 30 days after the termination of a member’s employment from NuSil Investments and its subsidiaries. The SARs are subject to a five year service based vesting, and are measured at intrinsic value, which is equal to fair value due to the awards being fully vested, and remeasured at each reporting date until the date of settlement.

NuSil LLC bears responsibility for settling the obligations that arise upon exercise of the options and SARs and neither the Company nor NuSil Investments are responsible for reimbursing NuSil LLC. The Company bears no obligation under the plan to distribute equity or other assets to settle the awards. For the years ended December 31, 2018, December 31, 2017 and December 31, 2016, we incurred $(0.9) million, $4.8 million and $1.9 million on a consolidated basis in share-based compensation expense related to the 2005 Plan, respectively. No share-based compensation expense was recorded related to the 2005 Plan in the three months ended March 31, 2019.

NuSil 2.0 LLC Equity Incentive Plan

Prior to the VWR Acquisition, NuSil 2.0 LLC, one of our existing stockholders, maintained an equity incentive plan, or the “NuSil 2.0 Plan,” which provided for the issuance of Class B-1, Class B-2 and Class B-3 Mirror Units to employees of NuSil Technology, LLC and its subsidiaries. NuSil Investments served as the manager of NuSil 2.0 LLC. In connection with the VWR Acquisition, the awards outstanding vested on an accelerated basis and each Class B-1 and Class B-2 Mirror Unit was converted into a Vail A Mirror Unit. In addition, each Class B-3 Mirror Unit was converted into a new Vail B Mirror Unit. We refer to these Vail A and Vail B Mirror Units as “Mirror Units.” As a result of these conversions, holders of Class B-1, Class B-2 and Class B-3 Mirror Units no longer have the right to receive cash distributions and are no longer classified by the Company as liability awards.

All Vail A Mirror Units were subject to a four year vesting term beginning on the second anniversary of the vesting commencement date with the settlement price being fair value as defined in the NuSil 2.0 Plan. At September 30, 2016, all outstanding units were fully vested. Vail B Mirror Units track shares of our Class B Common Stock and are performance-based and vest in the event New Mountain Capital achieves a 30% internal rate of return on its investment in NuSil upon a subsequent liquidity event by us. However, if the price per share of Class A common stock sold in our initial public offering or in the sale of 100% of our equity does not achieve a 30% internal rate of return, each outstanding Vail B Mirror Unit along with the underlying shares of Class B Common Stock shall be canceled without any further consideration. In the event that, in connection with or following an IPO, NuSil 2.0 LLC redeems or otherwise exchanges any Unit it holds for a share of common stock, the Class A Mirror Unit corresponding to such Unit so redeemed or otherwise exchanged shall derive its economic characteristics from such share of common stock in lieu of the redeemed or otherwise exchanged Unit (and the holder of such Class A Mirror Unit shall have the right to receive, through his, her or its ownership of such Class A Mirror Unit, dividends paid upon, and/or sale proceeds resulting from the sale by the NuSil 2.0 LLC of, such share of common stock).

No compensation expense was recorded related to the vested Class A Mirror units under the NuSil 2.0 Plan in 2018 or in the three months ended March 31, 2019.

 

172


Table of Contents

Arrangements with affiliates of Goldman Sachs & Co. LLC

As described above and elsewhere in this prospectus, affiliates of Goldman Sachs collectively beneficially own 18% of our outstanding common stock by virtue of their ownership of our Existing Junior Convertible Preferred Stock, which will convert automatically upon consummation of this offering into 47,723,077 shares of our common stock based on an assumed initial public offering price of $19.50 per share (which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus) and our outstanding warrants. See “Description of Capital Stock.”

We engaged Goldman Sachs as financial advisor for the VWR Acquisition and the financial structuring to fund the VWR Acquisition. For the financial advisory and structuring services provided, Goldman Sachs was paid fees totaling $165.0 million. We also agreed to offer Goldman Sachs the right to act as (i) a lead book-running manager in the event of a future initial public offering or (ii) a financial advisor in the case of another type of sale or disposition. In accordance with that arrangement, we offered, and Goldman Sachs accepted our offer, to become a co-lead book-running manager for this initial public offering.

In connection with the issuance of our Existing Junior Convertible Preferred Stock, our Existing Senior Preferred Stock, our Senior Secured Notes and our Senior Unsecured Notes, as well as the establishment of our Senior Secured Credit Facilities, Goldman Sachs & Co. LLC and its affiliates acted as placement agent, initial purchaser and joint lead arranger, joint bookrunner and administrative agent, respectively. For these services, Goldman Sachs & Co. LLC, together with its affiliates who provided these services, was paid underwriting, commitment, placement and other fees of $88.5 million.

As described elsewhere in this prospectus, in 2017 we entered into a series of foreign currency forward contracts with affiliates of Goldman Sachs & Co. LLC, which were settled in 2017. See note 21 to the audited financial statements included elsewhere in this prospectus. We also entered into a repricing amendment to our Senior Secured Credit Facilities in November 2018. An affiliate of Goldman Sachs & Co. LLC received a fee of $1.0 million in connection with this repricing as joint lead arranger, joint bookrunner and administrative agent.

In addition, affiliates of Goldman Sachs & Co. LLC are holders of our Existing Senior Preferred Stock, which accumulates yield payable in additional shares according to the terms and conditions of the security. Affiliates of Goldman Sachs & Co. LLC are also holders of our Existing Junior Convertible Preferred Stock, which will convert into shares of our common stock according to its terms upon consummation of this offering. Affiliates of Goldman Sachs & Co. LLC also hold warrants to purchase 1,133,920 shares of our common stock. Certain of the affiliates of Goldman Sachs & Co. LLC that hold the Existing Senior Preferred Stock, the Existing Junior Convertible Preferred Stock and warrants are funds whose limited partners are current and former employees of Goldman Sachs & Co. LLC; these current employees include individuals who are providing services on behalf of Goldman Sachs & Co. LLC in connection with this offering and the concurrent offering of Mandatory Convertible Preferred Stock.

In addition, we expect that affiliates of Goldman Sachs will receive approximately $421 million (or 12.5%) of the net proceeds in this offering and the concurrent offering of Mandatory Convertible Preferred Stock (or 10.9% of the net proceeds of this offering and the concurrent offering of Mandatory Convertible Preferred Stock if the underwriters exercise their over-allotment options in full in both offerings) as a result of the redemption of the Existing Senior Preferred Stock and repayment of a portion of the outstanding indebtedness under the Dollar Term Loan Facility and the Euro Term Loan Facility. See “Underwriting (Conflicts of Interest).” These affiliates collectively benefit from the rights described above under “—Stockholders Agreement” and “—Registration Rights Agreement.” Pursuant to the nomination rights granted pursuant to the Stockholders Agreement, affiliates of Goldman Sachs nominated two directors to the Board of Directors. Each of these directors, Tom Connolly and Jo Natauri, is employed by Goldman Sachs.

Arrangements with PSP

In November 2017, we paid legal fees of $0.6 million on behalf of affiliates of PSP related to the financial structuring to fund the VWR Acquisition.

 

173


Table of Contents

Arrangements with our Directors and Officers

In addition, we have certain agreements with our directors and officers which are described in the sections entitled “Management—Director Compensation” and “Management—Executive Compensation.”

We intend to enter into indemnification agreements with our officers and directors. These agreements and our amended and restated bylaws will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The indemnification provided under the indemnification agreements will not be exclusive of any other indemnity rights. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.

There is currently no pending material litigation or proceeding involving any of our directors for which indemnification is sought.

In addition, Christi Shaw, one of our directors, is a senior vice president of Eli Lilly Company, which purchased goods and services from us in the year ended December 31, 2018 and the three months ended March 31, 2019. Eli Lilly Company purchased $11.4 million and $3.0 million of goods and services from the Company during the year ended December 31, 2018 and the three months ended March 31, 2019, respectively.

Further, Charles Kummeth, one of our directors until April 2019, is President and Chief Executive Officer of Bio-Techne Corporation, which purchased goods and services from us and also provided goods and services to us in the year ended December 31, 2018 and the three months ended March 31, 2019. Bio-Techne Corporation purchased $1.2 million and $0.4 million of goods and services from us during the year ended December 31, 2018 and the three months ended March 31, 2019, respectively. Bio-Techne Corporation sold us $7.0 million and $1.6 million of goods and services during the year ended December 31, 2018 and the three months ended March 31, 2019, respectively.

Related Persons Transaction Policy

Our Board of Directors intends to adopt a written related person transaction policy, to be effective upon the consummation of this offering, to set forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. No related person transaction subject to this policy entered into following this offering will be executed without the approval or ratification of our Board of Directors or a duly authorized committee of our Board of Directors. The Board of Directors or applicable committee will not approve or ratify a related person transaction unless it determines in good faith that, upon consideration of all relevant information, the related person transaction is in, or is not inconsistent with, the best interests of the Company. It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest.

 

174


Table of Contents

MANDATORY CONVERTIBLE PREFERRED STOCK OFFERING

Unless converted earlier as described below, each share of the Mandatory Convertible Preferred Stock will automatically convert on the mandatory conversion date, which is expected to be May 15, 2022, into a number of shares of our common stock equal to the conversion rate described below.

The “Conversion Rate,” which is the number of shares of our common stock issuable upon conversion of each share of the Mandatory Convertible Preferred Stock on the mandatory conversion date (excluding any shares of our common stock issued in respect of accrued and unpaid dividends, as described below), will be as follows:

 

   

if the Applicable Market Value (as defined below) of our common stock is greater than $ (the “Threshold Appreciation Price”), then the Conversion Rate will be              shares of our common stock per share of the Mandatory Convertible Preferred Stock (the “Minimum Conversion Rate”), which is approximately equal to $50.00 divided by the Threshold Appreciation Price;

 

   

if the Applicable Market Value of our common stock is less than or equal to the Threshold Appreciation Price but equal to or greater than $             (the “Initial Price”), then the Conversion Rate will be equal to $50.00 divided by the Applicable Market Value of our common stock, rounded to the nearest ten-thousandth of a share; or

 

   

if the Applicable Market Value of our common stock is less than the Initial Price, then the Conversion Rate will be              shares of our common stock per share of the Mandatory Convertible Preferred Stock (the “Maximum Conversion Rate”).

For the avoidance of doubt, the Conversion Rate per share of the Mandatory Convertible Preferred Stock will in no event exceed the Maximum Conversion Rate, subject to anti-dilution adjustments described in the certificate of designations setting forth the terms of the Mandatory Convertible Preferred Stock (the “Certificate of Designations”).

The “Threshold Appreciation Price” is calculated by dividing $50.00 by the Minimum Conversion Rate, and represents approximately             % appreciation over the Initial Price. The “Initial Price” is calculated by dividing $50.00 by the Maximum Conversion Rate and initially equals $            , which is the public offering price of common stock in this offering.

“Applicable Market Value” means the Average VWAP per share of our common stock over the Settlement Period.

“Settlement Period” means the 20 consecutive Trading Day (as defined in the Certificate of Designations) period beginning on, and including, the 21st Scheduled Trading Day (as defined in the Certificate of Designations) immediately preceding May 15, 2022.

“VWAP” per share of our common stock on any Trading Day means the per share volume-weighted average price as displayed on Bloomberg page “AVTR <EQUITY> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or, if such volume weighted average price is not available, the market value per share of our common stock on such Trading Day as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by us for this purpose, which may include any of the underwriters for this offering). The “Average VWAP” per share over a certain period means the arithmetic average of the VWAP per share for each Trading Day in the relevant period.

Accordingly, assuming that the market price of our common stock on the mandatory conversion date is the same as the Applicable Market Value of our common stock, the aggregate market value of our common stock

 

175


Table of Contents

that holders of the Mandatory Convertible Preferred Stock will receive upon mandatory conversion of a share of Mandatory Convertible Preferred Stock (excluding any shares of our common stock such holders receive in respect of accrued and unpaid dividends) will be:

 

   

greater than the $50.00 liquidation preference of the share of Mandatory Convertible Preferred Stock, if the Applicable Market Value is greater than the Threshold Appreciation Price;

 

   

equal to the $50.00 liquidation preference of the share of Mandatory Convertible Preferred Stock, if the Applicable Market Value is less than or equal to the Threshold Appreciation Price and greater than or equal to the Initial Price; and

 

   

less than the $50.00 liquidation preference of the share of Mandatory Convertible Preferred Stock, if the Applicable Market Value is less than the Initial Price.

At any time prior to May 15, 2022, holders may elect to convert each share of the Mandatory Convertible Preferred Stock into shares of our common stock at the Minimum Conversion Rate. If holders elect to convert any shares of the Mandatory Convertible Preferred Stock during a specified period beginning on the effective date of a fundamental change (as defined in the Certificate of Designations), such shares of the Mandatory Convertible Preferred Stock will be converted into shares of our common stock at a Conversion Rate including a make-whole amount based on the present value of future dividend payments.

Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our Board of Directors, or an authorized committee thereof, at an annual rate of     % on the liquidation preference of $50.00 per share of Mandatory Convertible Preferred Stock. We may pay any declared dividend on the shares of Mandatory Convertible Preferred Stock (whether for a current dividend period or any prior dividend period, including in connection with the payment of declared and unpaid dividends), determined in our sole discretion (i) in cash; (ii) subject to certain limitations, by delivery of shares of our common stock; or (iii) through any combination of cash and shares of our common stock. Dividend payments on the Mandatory Convertible Preferred Stock will be made on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2019 (each, a “Dividend Payment Date”). If we elect to make any such payment of a declared dividend, or any portion thereof, in shares of our common stock, such shares will be valued for such purpose at 97% of the average volume weighted average price per share of our common stock over the five consecutive trading day period beginning on, and including, the seventh scheduled trading day prior to the applicable Dividend Payment Date (with each term defined in the Certificate of Designations), subject to certain limitations described in the Certificate of Designations.

Our common stock will rank junior to the Mandatory Convertible Preferred Stock with respect to the payment of dividends and amounts payable in the event of our liquidation, dissolution or winding-up of our affairs. This means that, unless accumulated and unpaid dividends have been declared and paid, or set aside for payment, on all outstanding shares of the Mandatory Convertible Preferred Stock for all preceding dividend periods, no dividends may be declared or paid on our common stock, and no common stock may be purchased, redeemed or otherwise acquired for consideration by us, in each case, subject to certain exceptions. Likewise, in the event of our voluntary or involuntary liquidation, winding-up or dissolution, no distribution of our assets may be made to holders of our common stock until we have paid to holders of the Mandatory Convertible Preferred Stock a liquidation preference equal to $50.00 per share plus accumulated and unpaid dividends.

Except as specifically required by Delaware law or our amended and restated certificate of incorporation, and except as described below, the holders of Mandatory Convertible Preferred Stock will have no voting rights or powers.

Whenever dividends on any shares of the Mandatory Convertible Preferred Stock have not been declared and paid for the equivalent of six or more dividend periods, whether or not for consecutive dividend periods (a “Nonpayment”), the authorized number of directors on our Board of Directors will, at the next annual meeting of

 

176


Table of Contents

stockholders or at a special meeting of stockholders as provided below, automatically be increased by two and the holders of such shares of the Mandatory Convertible Preferred Stock, voting together as a single class with holders of any and all other series of Voting Preferred Stock (as defined below) then outstanding, will be entitled, at our next annual meeting of stockholders or at a special meeting of stockholders, if any, as provided below, to vote for the election of a total of two additional members of our Board of Directors (the “Preferred Stock Directors”); provided, however, that the election of any such Preferred Stock Directors will not cause us to violate the corporate governance requirements of the NYSE (or any other exchange or automated quotation system on which our securities may be listed or quoted) that requires listed or quoted companies to have a majority of independent directors; and provided, further, that our Board of Directors shall, at no time, include more than two Preferred Stock Directors.

In the event of a Nonpayment, the holders of record of at least 25% of the shares of the Mandatory Convertible Preferred Stock and any other series of Voting Preferred Stock may request that a special meeting of stockholders be called to elect such Preferred Stock Directors (provided, however, that if our next annual or a special meeting of stockholders is scheduled to be held within 90 days of the receipt of such request, the election of such Preferred Stock Directors, to the extent otherwise permitted by our amended and restated bylaws, will, instead, be included in the agenda for and will be held at such scheduled annual or special meeting of stockholders). The Preferred Stock Directors will stand for reelection annually, and at each subsequent annual meeting of the stockholders, so long as the holders of the Mandatory Convertible Preferred Stock continue to have such voting powers.

At any meeting at which the holders of the Mandatory Convertible Preferred Stock are entitled to elect Preferred Stock Directors, the holders of record of a majority in voting power of the then outstanding shares of the Mandatory Convertible Preferred Stock and all other series of Voting Preferred Stock, present in person or represented by proxy, will constitute a quorum and the vote of the holders of a majority in voting power of such shares of the Mandatory Convertible Preferred Stock and other Voting Preferred Stock so present or represented by proxy at any such meeting at which there shall be a quorum shall be sufficient to elect the Preferred Stock Directors.

As used in this section, “Voting Preferred Stock” means any other class or series of our preferred stock, other than the Mandatory Convertible Preferred Stock, ranking equally with the Mandatory Convertible Preferred Stock as to dividends and to the distribution of assets upon liquidation, dissolution or winding-up and upon which like voting powers for the election of directors have been conferred and are exercisable. Whether a plurality, majority or other portion in voting power of the Mandatory Convertible Preferred Stock and any other Voting Preferred Stock have been voted in favor of any matter shall be determined by reference to the respective liquidation preference amounts of the Mandatory Convertible Preferred Stock and such other Voting Preferred Stock voted.

If and when all accumulated and unpaid dividends on the Mandatory Convertible Preferred Stock have been paid in full, or declared and a sum or number of shares of our common stock sufficient for such payment shall have been set aside for the benefit of the holders thereof on the applicable Regular Record Date (as defined in the Certificate of Designations) (a “Nonpayment Remedy”), the holders of the Mandatory Convertible Preferred Stock shall immediately and, without any further action by us, be divested of the foregoing voting powers, subject to the revesting of such powers in the event of each subsequent Nonpayment. If such voting powers for the holders of the Mandatory Convertible Preferred Stock and all other holders of Voting Preferred Stock have terminated, each Preferred Stock Director then in office shall automatically be disqualified as a director and shall no longer be a director and the term of office of each such Preferred Stock Director so elected will terminate at such time and the authorized number of directors on our Board of Directors shall automatically decrease by two.

Any Preferred Stock Director may be removed at any time, with or without cause, by the holders of record of a majority in voting power of the outstanding shares of the Mandatory Convertible Preferred Stock and any other series of Voting Preferred Stock then outstanding (voting together as a single class) when they have the

 

177


Table of Contents

voting powers described above. In the event that a Nonpayment shall have occurred and there shall not have been a Nonpayment Remedy, any vacancy in the office of a Preferred Stock Director (other than prior to the initial election of Preferred Stock Directors after a Nonpayment) may be filled by the written consent of the Preferred Stock Director remaining in office, except in the event that such vacancy is created as a result of such Preferred Stock Director being removed, or if no Preferred Stock Director remains in office, by a vote of the holders of record of a majority in voting power of the outstanding shares of the Mandatory Convertible Preferred Stock and any other series of Voting Preferred Stock then outstanding (voting together as a single class) when they have the voting powers described above; provided, however, that the election of any such Preferred Stock Directors will not cause us to violate the corporate governance requirements of the NYSE (or any other exchange or automated quotation system on which our securities may be listed or quoted) that requires listed or quoted companies to have a majority of independent directors. The Preferred Stock Directors will each be entitled to one vote per director on any matter that comes before our Board of Directors for a vote.

The Mandatory Convertible Preferred Stock will have certain other voting powers with respect to certain amendments to our amended and restated certificate of incorporation or the Certificate of Designations establishing the terms of the Mandatory Convertible Preferred Stock or certain other transactions as described in such Certificate of Designations.

The foregoing description of the proposed Mandatory Convertible Preferred Stock is not complete and is subject to, and qualified in its entirety by reference to, the provisions of the Certificate of Designations establishing the terms of the Mandatory Convertible Preferred Stock, a copy of which will be filed as an exhibit to the registration statement of which this prospectus forms a part and which may be obtained as described under “Where You Can Find More Information.” In addition, a description of the proposed Mandatory Convertible Preferred Stock is set forth in the separate prospectus pursuant to which such preferred stock is being offered.

 

178


Table of Contents

DESCRIPTION OF INDEBTEDNESS

Senior Secured Credit Facilities

In connection with the VWR Acquisition, Avantor Funding entered into (i) the Term Loan Facility, under which Avantor Funding, Inc. borrowed approximately $3,154.3 million, including a U.S. dollar tranche and a euro tranche and (ii) the Revolver, with borrowing capacity of up to $250.0 million, each with a syndicate of financial institutions led by Goldman Sachs Bank USA, as administrative agent and collateral agent, having the terms described below. On November 27, 2018, Avantor Funding entered into a repricing amendment to the Term Loan Facility (the “Repricing Amendment”) to lower the applicable interest rate margin for each of the Dollar Term Loan Facility and the Euro Term Loan Facility.

The Senior Secured Credit Facilities consist of the seven-year $1,953.1 million Dollar Term Loan Facility, a seven-year €1,000 million Euro Term Loan Facility and a five-year Revolver of up to $250.0 million. As of March 31, 2019, we had $233.3 million of additional capacity thereunder (after giving effect to $16.7 million of issued but undrawn letters of credit). The Revolver includes availability for the issuance of letters of credit and a swingline subfacility. The Senior Secured Credit Facilities also include an uncommitted incremental facility, which, subject to certain conditions, provides for additional term loans or an increase of existing term loans, and/or additional revolving commitments and/or an increase in commitments under the Revolver in an aggregate amount of up to (a) $600 million, plus (b) an amount equal to all voluntary prepayments, repurchases and redemptions of the term loans under the Credit Agreement and certain other incremental equivalent debt and permanent revolving credit commitment reductions under the Credit Agreement, in each case, prior to or simultaneous with the date of any such incurrence (to the extent not funded with the proceeds of long-term debt other than revolving loans) plus (c) an additional unlimited amount so long as Avantor Funding (I) in the case of incremental indebtedness that is secured by the collateral on a pari passu basis with the Senior Secured Credit Facilities, the pro forma first lien secured net leverage ratio does not exceed 5.00:1.00, (II) in the case of incremental indebtedness that is secured on the collateral on a junior basis with respect to the Senior Secured Credit Facilities, the pro forma secured net leverage ratio does not exceed 5.00:1.00 and (III) in the case of unsecured incremental indebtedness, the total net leverage ratio does not exceed 6.90:1.00. Because this incremental facility is uncommitted, in order to incur any additional loans in compliance with the ratios discussed above, we must find a willing lender to provide them. As of March 31, 2019, the incremental amounts available to borrow under the Senior Secured Credit Facilities were (a) in the case of incremental indebtedness that is secured by the collateral on a pari passu basis with the Senior Secured Credit Facilities, approximately $1,493.3 million (assuming no incremental borrowings as described in clauses (b) and (c)), (b) in the case of incremental indebtedness that is secured by the collateral on a junior basis with respect to the Senior Secured Credit Facilities, approximately $1,493.3 million (assuming no incremental borrowings as described in clauses (a) and (c)) and (c) in the case of incremental indebtedness that is unsecured, approximately $1,724.3 million (assuming no incremental borrowings as described in clauses (a) and (b)), assuming we are able to find one or more lenders willing to provide such amounts. Amounts borrowed under the Term Loan Facility amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of Term Loan Facility, with the balance payable on the maturity date for the Term Loan Facility.

Interest Rates and Fees

The Dollar Term Loan Facility and the Revolver each bear interest on the outstanding unpaid principal amount at a rate equal to an applicable margin plus, at Avantor Funding’s option, either (a) a base rate or (b) a LIBOR rate, in each case subject to interest rate floors. The Euro Term Loan Facility bears interest on the outstanding unpaid principal amount at a rate equal to an applicable margin plus the EURIBO Rate, subject to an interest rate floor. The applicable margin for the term loans under the Dollar Term Loan Facility, after giving effect to the Repricing Amendment, is 3.75%, with respect to LIBOR borrowings, and 2.75%, with respect to base rate borrowings. The applicable margin under the Euro Term Loan Facility is 3.75%. The applicable margin under the Revolver is 2.50 to 3.00%, with respect to LIBOR borrowings, and 1.50 to 2.00%, with respect to base rate borrowings, depending on specified first lien secured net leverage ratio levels.

 

179


Table of Contents

In addition to paying interest on outstanding principal amounts under Avantor Funding’s Senior Secured Credit Facilities, Avantor Funding, Inc. is required to pay a commitment fee, in respect of the unutilized commitments under the Revolver, of 0.50% per annum declining to 0.375% per annum on the undrawn portion upon the achievement of a specified first lien secured net leverage ratio, payable quarterly in arrears. Avantor Funding is also required to pay customary letter of credit fees.

Mandatory Prepayments

Subject to certain exceptions and limitations, term loans under the Senior Secured Credit Facilities are required to be prepaid with:

 

  (a)

an amount equal to 75% of Excess Cash Flow (as defined in the Senior Secured Credit Facilities) during such fiscal year (and, at the option of the borrower, made after year-end and prior to the payment due date) in excess of $15.0 million, with step-downs to 50%, 25% and 0% based upon the achievement and maintenance of specified first lien secured net leverage ratios;

 

  (b)

an amount equal to 100% of the net cash proceeds of non-ordinary course asset sales or other dispositions by the borrower and its restricted subsidiaries after the closing date in excess of an amount to be agreed for each individual asset sale or disposition and an amount to be agreed in the aggregate for any fiscal year and subject to the right of the borrower and its restricted subsidiaries to reinvest 100% of such proceeds, if such proceeds are reinvested (or committed to be reinvested) within 18 months of the receipt of such net cash proceeds and, if so committed to be reinvested, so long as such reinvestment is actually completed within 180 days thereafter; and

 

  (c)

100% of net cash proceeds from any issuance of indebtedness (other than indebtedness permitted to be incurred under the Senior Secured Credit Facilities and other specified exceptions) by the borrower or its restricted subsidiaries.

Security and Guarantees

Avantor Funding’s obligations under the Senior Secured Credit Facilities are guaranteed by certain of our direct and indirect wholly-owned domestic restricted subsidiaries, subject to certain exceptions. All obligations under the Senior Secured Credit Facilities and the related guarantees are secured by a perfected first priority lien on substantially all of Avantor Funding’s and the guarantors’ tangible and intangible assets, in each case, subject to permitted liens and certain exceptions.

Covenants

The Senior Secured Credit Facilities contain customary affirmative and negative covenants, including limitations on indebtedness; limitations on liens; limitations on certain fundamental changes (including, without limitation, mergers, consolidations, liquidations and dissolutions); limitations on dispositions; limitations on dividends, other payments in respect of capital stock and other restricted payments; limitations on investments, loans, advances and acquisitions; limitations on transactions with affiliates; limitations on changes in fiscal periods; limitations on prepayments of subordinated indebtedness; limitations on agreements restricting liens and/or dividends; and limitations on changes in lines of business. In addition, the Revolver contains a financial covenant requiring that Avantor Funding’s first lien secured net leverage ratio not exceed a level to be agreed, which is tested on the last day of a fiscal quarter only in the event that the aggregate amount of outstanding revolving loans, swingline loans and letters of credit (excluding certain letters of credit) exceed 35% of the total commitments under the Revolver on the last day of such quarter.

Events of Default

Events of default under the Senior Secured Credit Facilities include, among others, nonpayment of principal when due; nonpayment of interest, fees or other amounts; cross-defaults; covenant defaults; material inaccuracy

 

180


Table of Contents

of representations and warranties; bankruptcy events with respect to the Borrower, Vail Holdco Sub LLC, Borrower’s immediate parent company, or any of their material restricted subsidiaries; monetary judgments in an amount agreed; certain ERISA events; a change of control; or actual or asserted invalidity of any material guarantee or security document.

A/R Facility

VWR and PNC Bank, National Association, as administrator under the A/R Facility, entered into an amendment and restatement to the A/R Facility in connection with the VWR Acquisition. The amended and restated A/R Facility provides us with borrowing capacity in an aggregate principal amount of up to $250.0 million. As of March 31, 2019, we had $234.4 million of additional capacity thereunder (after giving effect to $12.6 million of issued but undrawn letters of credit). The A/R Facility currently matures on November 20, 2020. In connection with the amended and restated A/R Facility, accounts receivables and related assets of VWR International, LLC and certain of its domestic wholly-owned subsidiaries will be transferred to VWR Receivables Funding, LLC (which is not a guarantor of the notes or the Senior Secured Credit Facilities) and otherwise secure the A/R Facility. In connection with the amended and restated A/R Facility, accounts receivables and related assets of certain Avantor entities are also transferred to VWR Receivables Funding, LLC (which is not a guarantor of the notes or the Senior Secured Credit Facilities) and otherwise become subject to and secure the amended and restated A/R Facility. Accounts receivables and related assets that secure the A/R Facility, are not permitted to be subject to any other liens. Accordingly, such receivables and related assets will not constitute collateral securing the Senior Secured Notes or the Senior Secured Credit Facilities. The amended and restated A/R Facility accrues interest at a variable rate.

The amended and restated A/R Facility includes representations and covenants that we consider usual and customary for arrangements of this type.

Senior Secured Notes

Avantor Funding issued $1.5 billion aggregate principal amount of the Dollar Notes and €500 million aggregate principal amount of the Euro Notes in an exempt offering pursuant to Rule 144A and Regulation S under the Securities Act that was completed on October 2, 2017. The Dollar Notes and the Euro Notes were issued as separate series, but, except as provide below, are treated as a single class under the Secured Indenture.

Interest and Maturity

The Senior Secured Notes mature on October 1, 2024. The Dollar Notes bear interest at a rate of 6.000% per annum and the Euro Notes bear interest at a rate of 4.750% per annum. Interest on the Senior Secured Notes is payable in cash semi-annually, in arrears, on April 1 and October 1 of each year.

Redemption

Avantor Funding may, at its option and on one or more occasions, redeem the Senior Secured Notes, all or a part of a series of the Notes, (1) prior to October 1, 2020, at a redemption price equal to 100% of the principal amount of the Senior Secured Notes of the applicable series, plus a “make-whole” premium as set forth in the Secured Indenture and accrued and unpaid interest, if any, to, but excluding the redemption date; and (2) on and after October 1, 2020, at the redemption prices set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption date:

 

Date (if redeemed during the twelve month period beginning on
October 1 of the years indicated below)

   Dollar Notes
Redemption
Price
    Euro Notes
Redemption
Price
 

2020

     104.500     103.563

2021

     103.000     102.375

2022

     101.500     101.188

2023 and thereafter

     100.000     100.000

 

181


Table of Contents

In addition, prior to October 1, 2020, Avantor Funding may redeem on one or more occasions up to 40% of the original aggregate principal amount of the Dollar Notes and up to 40% of the original aggregate principal amount of the Euro Notes with the net cash proceeds of one or more equity offerings to the extent such net cash proceeds from such equity offering is received by or contributed to Avantor Funding, as described in the Secured Indenture, at a redemption price equal to 106.000% of the principal amount thereof, in the case of the Dollar Notes, and 104.750% of the principal amount thereof, in the case of the Euro Notes, in each case, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50% of the aggregate original principal amount of the Senior Secured Notes issued under the Secured Indenture remains outstanding after each such redemption and the redemption occurs within 180 days after the closing of such equity offering.

If Avantor Funding experiences certain change of control events, Avantor Funding must offer to repurchase all of the Senior Secured Notes (unless otherwise called for redemption) at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. If Avantor Funding sells certain assets and does not reinvest the net proceeds or repay senior debt in compliance with the Secured Indenture and the excess proceeds exceeds $100.0 million from such asset sale, it must offer to repurchase the Senior Secured Notes, and in the case of an asset sale of collateral, if required or permitted by the terms of other first lien obligations, to the holders of such other first lien obligations, at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

In addition, Avantor Funding may redeem the Euro Notes in whole, but not in part, at any time, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to but not including the redemption date and all additional amounts, if any, as a result of a change in, or amendment to the law or treaties of a relevant taxing jurisdiction or any amendment to, or change in an official written application, administration or interpretation of such laws, treaties, regulations or rulings.

Covenants

The Secured Indenture contains restrictive covenants that limit the ability of Avantor Funding and its restricted subsidiaries to, among other things, make certain restricted payments; incur (or guarantee) additional indebtedness or issue certain preferred stock; create certain liens; merge, consolidate, amalgamate or sell all or substantially all assets; enter into certain transactions with affiliates; create restrictions on the ability of such restricted subsidiaries to pay dividends or make other payments to Avantor Funding; and allow certain subsidiaries to guarantee indebtedness. These covenants are subject to a number of important exceptions and qualifications as set forth in the Secured Indenture. Certain of these covenants will be suspended if the Senior Secured Notes achieve investment grade ratings from two of three rating agencies and no default or event of default has occurred and is continuing.

Security and Guarantees

Avantor Funding’s obligations under the Senior Secured Notes are guaranteed by certain of our direct and indirect wholly-owned domestic restricted subsidiaries, subject to certain exceptions. All obligations under the Senior Secured Notes and the related guarantees are secured by a perfected first priority lien on substantially all of Avantor Funding’s and the guarantors’ tangible and intangible assets, in each case, subject to permitted liens and certain exceptions.

Events of Default

The Secured Indenture provides for events of default (subject in certain cases to customary grace and cure periods), which include, among others, nonpayment of principal or interest when due, breach of covenants or other agreements in the indenture, defaults in payment of certain other indebtedness and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the indenture trustee or the holders of at least 30% in aggregate principal amount of the then outstanding Senior Secured Notes may declare the principal of and accrued but unpaid interest on all of the Senior Secured Notes to be due and payable immediately.

 

182


Table of Contents

Senior Unsecured Notes

Avantor Funding issued $2 billion aggregate principal amount of the Senior Unsecured Notes in an exempt offering pursuant to Rule 144A and Regulation S under the Securities Act that was completed on October 2, 2017.

Interest and Maturity

The Senior Unsecured Notes mature on October 1, 2025 and bear interest at a rate of 9.000% per annum Interest on the Senior Unsecured Notes is payable in cash semi-annually, in arrears, on April 1 and October 1 of each year.

Redemption

Avantor Funding may, at its option and on one or more occasions, redeem all or a part of the Senior Unsecured Notes, (1) prior to October 1, 2020, at a redemption price equal to 100% of the principal amount of the Senior Unsecured Notes, plus a “make-whole” premium as set forth in the Unsecured Indenture and accrued and unpaid interest, if any, to, but excluding the redemption date; and (2) on and after October 1, 2020, at the redemption prices set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption date:

 

Date (if redeemed during the twelve month period beginning on
October 1 of the years indicated below)

  
Redemption
Price
 

2020

     106.750

2021

     104.500

2022

     102.250

2023 and thereafter

     100.000

In addition, prior to October 1, 2020, Avantor Funding may redeem on one or more occasions up to 40% of the original aggregate principal amount of the Senior Unsecured Notes with the net cash proceeds of one or more equity offerings to the extent such net cash proceeds from such equity offering is received by or contributed to Avantor Funding, as described in the Unsecured Indenture, at a redemption price equal to 109.000% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50% of the aggregate original principal amount of the Senior Unsecured Notes issued under the Unsecured Indenture remains outstanding after each such redemption and the redemption occurs within 180 days after the closing of such equity offering.

If Avantor Funding experiences certain change of control events, Avantor Funding must offer to repurchase all of the Senior Unsecured Notes (unless otherwise called for redemption) at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. If Avantor Funding sells certain assets and does not reinvest the net proceeds or repay senior debt in compliance with the Unsecured Indenture and the excess proceeds exceeds $100.0 million from such asset sale, it must offer to repurchase the Senior Unsecured Notes at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the repurchase date.

Covenants

The Unsecured Indenture contains restrictive covenants that limit the ability of Avantor Funding and its restricted subsidiaries to, among other things, make certain restricted payments; incur (or guarantee) additional indebtedness or issue certain preferred stock; create certain liens; merge, consolidate, amalgamate or sell all or substantially all assets; enter into certain transactions with affiliates; create restrictions on the ability of such restricted subsidiaries to pay dividends or make other payments to Avantor Funding; and allow certain

 

183


Table of Contents

subsidiaries to guarantee indebtedness; These covenants are subject to a number of important exceptions and qualifications as set forth in the Unsecured Indenture. Certain of these covenants will be suspended if the Senior Unsecured Notes achieve investment grade ratings from two of three rating agencies and no default or event of default has occurred and is continuing.

Guarantees

Avantor Funding’s obligations under the Senior Unsecured Notes are guaranteed by us and certain of our direct and indirect wholly-owned domestic restricted subsidiaries, subject to certain exceptions.

Events of Default

The Unsecured Indenture provides for events of default (subject in certain cases to customary grace and cure periods), which include, among others, nonpayment of principal or interest when due, breach of covenants or other agreements in the indenture, defaults in payment of certain other indebtedness and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the indenture trustee or the holders of at least 30% in aggregate principal amount of the then outstanding Senior Unsecured Notes may declare the principal of and accrued but unpaid interest on all of the Senior Unsecured Notes to be due and payable immediately.

 

184


Table of Contents

DESCRIPTION OF CAPITAL STOCK

The following is a description of the material terms of, and is qualified in its entirety by, our amended and restated certificate of incorporation and amended and restated bylaws, each of which will be in effect upon the consummation of this offering, the forms of which are filed as exhibits to the registration statement of which this prospectus is a part.

Our purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the DGCL. Upon the consummation of this offering, our authorized capital stock will consist of 750,000,000 shares of common stock, par value $0.01 per share, and 75,000,000 shares of preferred stock, par value $0.01 per share (including 25,000,000 shares of Mandatory Convertible Preferred Stock).

As of March 31, 2019, and after giving effect to the 5-for-1 split of our common stock, there will be 132,829,622 shares of common stock held by 29 holders of record, 261,874 shares of class B common stock held by one holder of record, 2,338,155 shares of Existing Senior Preferred Stock and 1,650,000 shares of Existing Junior Convertible Preferred Stock outstanding as of the date of this prospectus. We expect to redeem Existing Senior Preferred Stock using the net proceeds of this offering and the concurrent offering of the Mandatory Convertible Preferred Stock. See “Use of Proceeds.” The Existing Junior Convertible Preferred Stock will automatically convert into shares of common stock upon consummation of this offering on the terms described below under “—Preferred Stock—Existing Junior Convertible Preferred Stock.” We will also have outstanding 10,000,000 shares of the Mandatory Convertible Preferred Stock (or 11,500,000 shares if the underwriters in the concurrent offering of Mandatory Convertible Preferred Stock exercise their over-allotment option in full), which will be convertible into up to 25,641,000 shares of our common stock (or up to 29,487,150 shares if the underwriters in the concurrent offering of Mandatory Convertible Preferred Stock exercise their over-allotment option in full), in each case, assuming mandatory conversion based on an applicable market value of our common stock equal to the assumed initial public offering price of $19.50 per share of our common stock, which is the midpoint of the estimated offering price range shown on the cover page of this prospectus, subject to anti-dilution, make-whole and other adjustments or any shares of our common stock that may be issued in payment of a dividend, fundamental change dividend make-whole amount or accumulated dividend amount. No other shares of preferred stock will be issued or outstanding immediately after this offering. As of March 31, 2019, there were 28,305,213 shares of common stock subject to outstanding options, restricted shares, restricted stock units and warrants.

Unless our Board of Directors determines otherwise, we will issue all shares of our capital stock in uncertificated form.

Common Stock

Holders of our common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors, subject to certain limitations. The holders of our common stock do not have cumulative voting rights in the election of directors. Upon our liquidation, dissolution or winding up or the sale of all or substantially all of our assets and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive our remaining assets available for distribution on a pro rata basis. Holders of our common stock do not have preemptive, subscription, redemption or conversion rights. The common stock will not be subject to further calls or assessment by us. There will be no redemption or sinking fund provisions applicable to the common stock. All shares of our common stock that will be outstanding at the time of the completion of this offering will be fully paid and non-assessable. The rights, powers, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock we may authorize and issue in the future.

 

185


Table of Contents

Class B Stock

Shares of class B stock have no voting or economic rights. If certain performance thresholds are met, upon consummation of this offering, each share of our existing Class B common stock is convertible into five shares of common stock. Otherwise upon consummation of this offering, shares of our class B common stock will be automatically redeemed without consideration.

For so long as the initial public offering price per share of the common stock in this offering is less than $51.40, the shares shall be automatically redeemed without consideration.

Preferred Stock

Our amended and restated certificate of incorporation will authorize our Board of Directors to establish one or more series of preferred stock (including convertible preferred stock). Unless required by law or by the rules of the NYSE, the authorized shares of preferred stock will be available for issuance without further stockholder action. Our Board of Directors is able to determine, with respect to any series of preferred stock, the terms and rights of that series, including:

 

   

the designation of the series;

 

   

the number of shares of the series, which our Board of Directors may, except where otherwise provided in the preferred stock designation, increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares then outstanding);

 

   

whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;

 

   

the dates at which dividends, if any, will be payable;

 

   

the redemption rights and price or prices, if any, for shares of the series;

 

   

the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;

 

   

the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our company;

 

   

whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our company or any other corporation, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;

 

   

restrictions on the issuance of shares of the same series or of any other class or series; and

 

   

the voting rights, if any, of the holders of the series.

We could issue a series of preferred stock that could, depending on the terms of the series, impede or discourage an acquisition attempt or other transaction that some, or a majority, of you might believe to be in your best interests or in which you might receive a premium for your common stock over the market price of the common stock. Additionally, the issuance of preferred stock may adversely affect the holders of our common stock by restricting dividends on the common stock, diluting the voting power of the common stock or subordinating the liquidation rights of the common stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of our common stock.

Mandatory Convertible Preferred Stock

We will also have outstanding 10,000,000 shares of the Mandatory Convertible Preferred Stock (or 11,500,000 shares if the underwriters in the concurrent offering of Mandatory Convertible Preferred Stock

 

186


Table of Contents

exercise their over-allotment option in full), which will be convertible into up to 25,641,000 shares of our common stock (or up to 29,487,150 shares if the underwriters in the concurrent offering of Mandatory Convertible Preferred Stock exercise their over-allotment option in full), in each case, assuming mandatory conversion based on an applicable market value of our common stock equal to the assumed initial public offering price of $19.50 per share of our common stock, which is the midpoint of the estimated offering price range shown on the cover page of this prospectus, subject to anti-dilution, make-whole and other adjustments or any shares of our common stock that may be issued in payment of a dividend, fundamental change dividend make-whole amount or accumulated dividend amount. See “Mandatory Convertible Preferred Stock Offering.”

Existing Senior Preferred Stock

Concurrently with the consummation of the acquisition of VWR, we issued an aggregate of 2,000,000 shares of series A senior preferred stock, with a liquidation preference of $1,000 per share. There were 2,338,155 shares of Existing Senior Preferred Stock outstanding as of March 31, 2019. We intend to use the net proceeds to us from this offering and the concurrent offering of the Mandatory Convertible Preferred Stock to redeem all outstanding shares of Existing Senior Preferred Stock. See “Use of Proceeds.”

Existing Junior Convertible Preferred Stock

Concurrently with the consummation of the acquisition of VWR, we issued an aggregate of 1,650,000 shares of our junior convertible preferred stock with a liquidation preference of $1,650 per share, all of which remain currently outstanding as of the date of this prospectus. Pursuant to the terms of the Existing Junior Convertible Preferred Stock, these shares will convert into shares of our common stock upon consummation of this offering.

The number of shares of common stock to be received upon conversion of the Existing Junior Convertible Preferred Stock will be based on the aggregate liquidation preference of such stock of $2,722,500,000 divided by the initial public offering price. A decrease in the assumed initial public offering price of $19.50 per share (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus) of $1.00 per share would result in the issuance of 147,162,162 shares of common stock upon conversion. An increase of $1.00 per share in the assumed initial public offering price would result in the issuance of 132,804,878 shares of common stock upon conversion. No regular dividend is payable on shares of Existing Junior Convertible Preferred Stock but, until the conversion date and subject to certain exceptions, any dividends declared on the common stock must be shared pro rata with shares of Existing Junior Convertible Preferred Stock on an as converted basis.

In addition, shares of our Existing Junior Convertible Preferred Stock convert into shares of common stock upon the occurrence of certain other events, including a change in control of the company.

Each holder of our Existing Junior Convertible Preferred Stock is entitled to vote together with the holders of outstanding shares of common stock, together as a single class, with respect to all matters submitted to common stockholders for their consideration. In addition, holders of our Existing Junior Convertible Preferred Stock have certain rights to nominate directors to our board, as set forth in our Stockholders Agreement. See “Certain Relationships and Related Party Transactions—Stockholders Agreement.”

Warrants

Concurrently with the consummation of the VWR Acquisition, we issued warrants to purchase an aggregate of 7,110,225 shares of common stock at an exercise price of $0.002, all of which remain currently outstanding and exercisable as of the date of this prospectus. Pursuant to the terms of the warrants, these warrants will continue to be exercisable into shares of our common stock following the consummation of this offering.

 

187


Table of Contents

Dividends

The DGCL permits a corporation to declare and pay dividends out of “surplus” or, if there is no “surplus,” out of its net profits for the fiscal year in which the dividend is declared and/or the preceding year. “Surplus” is defined as the excess of the net assets of the corporation over the amount determined to be the capital of the corporation by the Board of Directors. The capital of the corporation is typically calculated to be (and cannot be less than) the aggregate par value of all issued shares of capital stock. Net assets equal the fair value of the total assets minus total liabilities. The DGCL also provides that dividends may not be paid out of net profits if, after the payment of the dividend, capital is less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets.

Declaration and payment of any dividend will be subject to the discretion of our Board of Directors. The time and amount of dividends will be dependent upon our financial condition, operations, cash requirements and availability, debt repayment obligations, capital expenditure needs and restrictions in our debt instruments, industry trends, the provisions of Delaware law affecting the payment of dividends to stockholders and any other factors our Board of Directors may consider relevant.

Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Certain Provisions of Delaware Law

Our amended and restated certificate of incorporation, amended and restated bylaws and the DGCL, which are summarized in the following paragraphs, contain provisions that are intended to enhance the likelihood of continuity and stability in the composition of our Board of Directors. These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change of control and enhance the ability of our Board of Directors to maximize stockholder value in connection with any unsolicited offer to acquire us. However, these provisions may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of our company by means of a tender offer, a proxy contest or other takeover attempt that a stockholder might consider is in its best interest, including those attempts that might result in a premium over the prevailing market price for the shares of common stock held by stockholders.

Authorized but Unissued Capital Stock

Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the NYSE, which would apply if and so long as our common stock remains listed on the NYSE, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of common stock. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.

Our Board of Directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management. Moreover, our authorized but unissued shares of preferred stock will be available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans.

One of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable our Board of Directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive our stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.

 

188


Table of Contents

Classified Board

Our amended and restated certificate of incorporation will provide that our Board of Directors will initially be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with each class consisting of one-third of the total number of directors. At the first and second annual meetings of stockholders following the date of this offering, successors to the class of directors whose term expires at such annual meeting will be elected for a term expiring at the third annual meeting of stockholders following the date of this offering. From and after the third annual meeting of stockholders following the date of this offering, there will only be one class of directors, with each director serving one-year terms expiring at the next annual meeting of stockholders. Following this offering, the classification of directors will have the effect of making it more difficult for stockholders to change the composition of our Board of Directors. Our amended and restated certificate of incorporation and amended and restated bylaws will provide that, subject to any rights of holders of preferred stock to elect additional directors under specified circumstances, the number of directors will be fixed from time to time exclusively pursuant to a resolution adopted by the Board of Directors.

Business Combinations

We have opted out of Section 203 of the DGCL; however, our amended and restated certificate of incorporation will contain similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:

 

   

prior to such time, our Board of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

 

   

upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or

 

   

at or subsequent to that time, the business combination is approved by our Board of Directors and by the affirmative vote of holders of at least 6623% of the outstanding voting stock that is not owned by the interested stockholder.

However, such restrictions will not apply if a stockholder becomes an interested stockholder inadvertently and (i) as soon as practicable divests itself of ownership of sufficient shares so that the stockholder ceases to be an interested stockholder and (ii) would not, at any time within the three-year period immediately prior to a business combination between the Company and such stockholder, have been an interested stockholder but for the inadvertent acquisition of ownership.

Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting stock. For purposes of this section only, “voting stock” has the meaning given to it in Section 203 of the DGCL.

Under certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with a corporation for a three-year period. This provision may encourage companies interested in acquiring our company to negotiate in advance with our Board of Directors because the stockholder approval requirement would be avoided if our Board of Directors approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our Board of Directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.

 

189


Table of Contents

Our amended and restated certificate of incorporation will provide that New Mountain Capital and its affiliates and any of its direct or indirect transferees and any group as to which such persons are a party do not constitute “interested stockholders” for purposes of this provision.

Removal of Directors; Vacancies

Our amended and restated certificate of incorporation and amended and restated bylaws will provide that directors may be removed either with or without cause upon the affirmative vote of at least 6623% in voting power of all outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class. In addition, our amended and restated certificate of incorporation and our amended and restated bylaws will also provide that, subject to the rights granted to one or more series of preferred stock then outstanding or the rights granted to certain of our existing shareholders pursuant to contractual agreements in effect on or prior to this offering, any vacancies on our Board of Directors will be filled only by the affirmative vote of a majority of the remaining directors, even if less than a quorum, or by a sole remaining director.

No Cumulative Voting

Under Delaware law, the right to vote cumulatively does not exist unless the certificate of incorporation specifically authorizes cumulative voting. Our amended and restated certificate of incorporation will not authorize cumulative voting. Therefore, stockholders holding a majority in voting power of the shares of our stock entitled to vote generally in the election of directors will be able to elect all our directors.

Special Stockholder Meetings

Our amended and restated certificate of incorporation will provide that special meetings of our stockholders may be called at any time only by or at the direction of the Board of Directors or the chairman of the Board of Directors. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our company.

Requirements for Advance Notification of Director Nominations and Stockholder Proposals

Our amended and restated bylaws will establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the Board of Directors or a committee of the Board of Directors. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders. Our amended and restated bylaws will also specify requirements as to the form and content of a stockholder’s notice.

Our amended and restated bylaws will allow the chairman of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence or obtain control of our company.

Stockholder Action by Written Consent

Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless our amended and restated certificate of incorporation provides otherwise.

 

190


Table of Contents

Supermajority Provisions

Our amended and restated certificate of incorporation and amended and restated bylaws will provide that the Board of Directors is expressly authorized to make, alter, amend, change, add to, rescind or repeal, in whole or in part, our amended and restated bylaws without a stockholder vote in any matter not inconsistent with the laws of the State of Delaware or our amended and restated certificate of incorporation. Any amendment, alteration, change, addition, rescission or repeal of our amended and restated bylaws by our stockholders will require the affirmative vote of the holders of at least 6623% in voting power of all the then-outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class.

The DGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled to vote thereon, voting together as a single class, is required to amend a corporation’s certificate of incorporation, unless the certificate of incorporation requires a greater percentage.

The following provisions in our amended and restated certificate of incorporation may be amended, altered, repealed or rescinded only by the affirmative vote of the holders of at least 6623% in the voting power of all outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class:

 

   

the provision requiring a 6623% supermajority vote for stockholders to amend our amended and restated bylaws;

 

   

the provisions providing for an initial classification of our Board of Directors (the election and term of our directors);

 

   

the provisions regarding resignation and removal of directors;

 

   

the provisions regarding entering into business combinations with interested stockholders;

 

   

the provisions regarding stockholder action by written consent;

 

   

the provisions regarding calling special meetings of stockholders;

 

   

the provisions regarding filling vacancies on our Board of Directors and newly created directorships;

 

   

the provisions eliminating monetary damages for breaches of fiduciary duty by a director; and

 

   

the amendment provision requiring that the above provisions be amended only with a 6623% supermajority vote.

The combination of the initial classification of our Board of Directors, the lack of cumulative voting and the supermajority voting requirements will make it more difficult for our existing stockholders to replace our Board of Directors as well as for another party to obtain control of us by replacing our Board of Directors. Because our Board of Directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management.

These provisions may have the effect of deterring hostile takeovers, delaying, or preventing changes in control of our management or our company, such as a merger, reorganization or tender offer. These provisions are intended to enhance the likelihood of continued stability in the composition of our Board of Directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions are also intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts. Such provisions may also have the effect of preventing changes in management.

Dissenters’ Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, our stockholders will have appraisal rights in connection with a merger or consolidation of us. Pursuant to the DGCL, stockholders who properly request and perfect appraisal

 

191


Table of Contents

rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.

Stockholders’ Derivative Actions

Under the DGCL, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of our shares at the time of the transaction to which the action relates or such stockholder’s stock thereafter devolved by operation of law.

Exclusive Forum

Our amended and restated certificate of incorporation will provide that unless we consent to the selection of an alternative forum, the state or federal courts (as appropriate) located within the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of our company, (ii) action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee or stockholder of our company to us or our stockholders, creditors or other constituents, (iii) action against us or any of our directors or officers involving a claim or defense arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our amended and restated bylaws, (iv) action against us or any director or officer of the Company involving a claim or defense implicating the internal affairs doctrine, or (v) action against us or any of our directors or officers involving a claim or defense arising pursuant to the Exchange Act or the Securities Act. It is possible that these exclusive forum provisions may be challenged in court and may be deemed unenforceable in whole or in part. Our exclusive forum provision shall not relieve the company of its duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.

Conflicts of Interest

Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or stockholders.

Limitations on Liability and Indemnification of Officers and Directors

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties, subject to certain exceptions. Our amended and restated certificate of incorporation will include a provision that eliminates the personal liability of directors for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. The effect of these provisions is to eliminate the rights of us and our stockholders, through stockholders’ derivative suits on our behalf, to recover monetary damages from a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. However, exculpation does not apply to any director if the director has acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper benefit from his or her actions as a director.

Our amended and restated bylaws will provide that we must generally indemnify, and advance expenses to, our directors and officers to the fullest extent authorized by the DGCL. We also are expressly authorized to carry directors’ and officers’ liability insurance providing indemnification for our directors, officers and certain employees for some liabilities. We also intend to enter into indemnification agreements with our directors, which agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We believe that these indemnification and advancement provisions and insurance are useful to attract and retain qualified directors and executive officers.

 

192


Table of Contents

The limitation of liability, indemnification and advancement provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.

Listing

We have applied to have our common stock approved for listing on the NYSE under the symbol “AVTR.”

 

193


Table of Contents

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, we will have a total of 426,444,907 shares of our common stock outstanding (449,544,907 shares if the underwriters exercise in full their over-allotment option to purchase additional shares in this offering). Such amount includes 139,615,385 shares of our common stock issuable upon the conversion of the Existing Junior Convertible Preferred Stock upon consummation of this offering based on an assumed initial public offering price of $19.50 per share (which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus). The number of shares of common stock issuable upon the conversion of our Existing Junior Convertible Preferred Stock could increase or decrease depending on the initial public offering price of our common stock. See “Description of Capital Stock—Preferred Stock—Existing Junior Convertible Preferred Stock.” Of the outstanding shares of common stock, the 154,000,000 shares sold in this offering by us or the selling stockholder (or 177,100,000 shares if the underwriters exercise in full their over-allotment option to purchase additional shares in this offering) will be freely tradable without restriction or further registration under the Securities Act, except that any shares held by our affiliates, as that term is defined under Rule 144 of the Securities Act, or Rule 144, including our directors, executive officers and other affiliates (including affiliates of New Mountain Capital and affiliates of Goldman Sachs), may be sold only in compliance with the limitations described below.

We will also have outstanding 10,000,000 shares of the Mandatory Convertible Preferred Stock (or 11,500,000 shares if the underwriters in the concurrent offering of Mandatory Convertible Preferred Stock exercise their over-allotment option in full), which will be convertible into up to 25,641,000 shares of our common stock (or up to 29,487,150 shares if the underwriters in the concurrent offering of Mandatory Convertible Preferred Stock exercise their over-allotment option in full), in each case assuming mandatory conversion based on an applicable market value of our common stock equal to the assumed initial public offering price of $19.50 per share of common stock (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus), subject to anti-dilution, make-whole and other adjustments or any shares of our common stock that may be issued in payment of a dividend, fundamental change dividend make-whole amount or accumulated dividend amount. In addition, restricted stock units, options and warrants to purchase an aggregate of approximately 28,305,213 shares of our common stock will be outstanding as of the consummation of this offering along with, assuming an initial public offering price of $19.50 per share (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus), (i) options to purchase an aggregate of 2,245,013 shares of our common stock to be awarded to certain employees and (ii) an aggregate of 3,791,977 restricted stock units to be awarded to certain directors, executive officers and other employees, in each case, upon consummation of this offering.

The 159,560,691 shares of common stock held by affiliates of New Mountain Capital and affiliates of Goldman Sachs and by certain of our directors and executive officers after this offering, representing 37% of the total outstanding shares of our common stock following this offering and the conversion of our Existing Junior Convertible Preferred Stock, will be deemed “restricted securities” under the meaning of Rule 144 and may be sold in the public market only if registered under the Securities Act or if an exemption from registration is available, including the exemptions pursuant to Rule 144 and Rule 701 under the Securities Act, which we summarize below. In addition, shares of our common stock will be authorized and reserved for issuance in relation to potential future awards under the 2019 Equity Incentive Plan to be adopted in connection with this offering.

The Stockholders Agreement imposes certain restrictions on transfers of shares of our common stock held by the parties thereto. See “Certain Relationships and Related Party Transactions—Stockholders Agreement.”

Prior to this offering, there has not been a public market for our common stock, and we cannot predict what effect, if any, market sales of shares of common stock or the availability of shares of common stock for sale will have on the market price of our common stock prevailing from time to time. Nevertheless, sales of substantial amounts of common stock, including shares issued upon the exercise of outstanding options and warrants, and conversion of our

 

194


Table of Contents

Existing Junior Convertible Preferred Stock and the Mandatory Convertible Preferred Stock, in the public market, or the perception that such sales could occur, could materially and adversely affect the market price of our common stock and could impair our future ability to raise capital through the sale of our equity or equity-related securities at a time and price that we deem appropriate. See “Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock—Future sales, or the perception of future sales, by us or our existing stockholders in the public market following this offering could cause the market price for our common stock to decline.”

Rule 144

In general, under Rule 144, as currently in effect, once we have been subject to public company reporting requirements for at least 90 days, a person (or persons whose shares are aggregated) who is not deemed to be or have been one of our affiliates for purposes of the Securities Act at any time during 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than an affiliate, is entitled to sell such shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of a prior owner other than an affiliate, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares of our common stock on behalf of our affiliates, who have met the six month holding period for beneficial ownership of “restricted shares” of our common stock, are entitled to sell upon the expiration of the lock-up agreements described below, within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

 

   

1% of the number of shares of our common stock then outstanding, which will equal approximately 4,264,449 shares immediately after this offering (or 4,495,449 shares if the underwriters exercise in full their over-allotment option to purchase additional shares); or

 

   

the average reported weekly trading volume of our common stock on the NYSE during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us. The sale of these shares, or the perception that sales will be made, could adversely affect the price of our common stock after this offering because a great supply of shares would be, or would be perceived to be, available for sale in the public market.

Rule 701

In general, under Rule 701 as currently in effect, any of our employees, directors, officers, consultants or advisors who received shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering are entitled to sell such shares 90 days after the effective date of this offering in reliance on Rule 144, in the case of affiliates, without having to comply with the holding period requirements of Rule 144 and, in the case of non-affiliates, without having to comply with the public information, holding period, volume limitation or notice filing requirements of Rule 144.

Lock-Up Agreements

In connection with this offering, we, our directors and executive officers and certain holders of our outstanding common stock prior to this offering will sign lock-up agreements with the underwriters that will, subject to certain exceptions, restrict the disposition of, or hedging with respect to, the shares of our common stock or securities convertible into or exchangeable for shares of our common stock, each held by them, during

 

195


Table of Contents

the period ending 180 days after the date of this prospectus, except with the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC. See “Underwriting (Conflicts of Interest)” for a description of these lock-up agreements.

Registration Rights

For a description of rights some holders of common stock have to require us to register the shares of common stock they own, see “Certain Relationships and Related Party Transactions—Registration Rights Agreement” and “Certain Relationships and Related Party Transactions—Stockholders Agreement.” Registration of these shares under the Securities Act would result in these shares becoming freely tradable immediately upon effectiveness of such registration.

Following completion of this offering and the conversion of our Existing Junior Convertible Preferred Stock, the shares of our common stock covered by registration rights would represent approximately 59% of our outstanding common stock (or 56%, if the underwriters exercise in full their over-allotment option to purchase additional shares). These shares also may be sold under Rule 144 under the Securities Act, depending on their holding period and subject to restrictions in the case of shares held by persons deemed to be our affiliates and restrictions in the Stockholders Agreement.

Registration Statement on Form S-8

We intend to file one or more registration statements on Form S-8 under the Securities Act to register all of the shares of common stock subject to outstanding stock options and the shares of common stock subject to issuance under the Legacy Avantor Plan, the Vail Plan and the 2019 Equity Incentive Plan to be adopted in connection with this offering. We expect to file these registration statements as promptly as possible after the completion of this offering. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market. We expect that the initial registration statement on Form S-8 relating to the outstanding rollover options, restricted stock, restricted stock units and performance stock units issued under the Legacy Avantor Plan, the Vail Plan and the 2019 Equity Incentive Plan will cover 44,694,990 shares.

 

196


Table of Contents

CERTAIN UNITED STATES FEDERAL INCOME AND ESTATE TAX

CONSEQUENCES TO NON-U.S. HOLDERS

The following is a summary of certain United States federal income and estate tax consequences to non-U.S. holders, defined below, of the purchase, ownership and disposition of shares of our common stock as of the date hereof. Except where noted, this summary relates only to shares of common stock purchased in this offering that are held as capital assets by a non-U.S. holder.

A “non-U.S. holder” means a beneficial owner of shares of our common stock (other than an entity treated as a partnership for United States federal income tax purposes) that, for United States federal income tax purposes, is not any of the following:

 

   

an individual who is a citizen or resident of the United States;

 

   

a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

 

   

an estate the income of which is subject to United States federal income taxation regardless of its source; or

 

   

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

This summary is based upon provisions of the United States Internal Revenue Code of 1986, as amended, or the Code, applicable United States Treasury regulations, rulings and judicial decisions, all as of the date hereof. Those authorities are subject to different interpretations and may be changed, perhaps retroactively, so as to result in United States federal income and estate tax consequences different from those summarized below. This summary does not address all aspects of United States federal income and estate taxes and does not deal with foreign, state, local, alternative minimum or other tax considerations that may be relevant to non-U.S. holders in light of their particular circumstances (including the Medicare contribution tax on net investment income). In addition, this summary does not represent a detailed description of the United States federal income and estate tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws (including if you are a United States expatriate, financial institution, insurance company, tax-exempt organization, trader, broker or dealer in securities, “controlled foreign corporation,” “passive foreign investment company,” a partnership or other pass-through entity for United States federal income tax purposes (or an investor in such a pass-through entity), a person who acquired shares of our common stock as compensation or otherwise in connection with the performance of services, or a person who has acquired shares of our common stock as part of a straddle, hedge, conversion transaction or other integrated investment). We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this summary.

If any entity or arrangement treated as a partnership for United States federal income tax purposes holds shares of our common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding shares of our common stock, you should consult your tax advisors.

If you are considering the purchase of shares of our common stock, you should consult your own tax advisors concerning the particular United States federal income and estate tax consequences to you of the ownership and disposition of the shares of common stock, as well as the consequences to you arising under the laws of any other applicable taxing jurisdiction in light of your particular circumstances.

 

197


Table of Contents

Dividends

Cash distributions on shares of our common stock will constitute dividends for United States federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under United States federal income tax principles. To the extent those distributions exceed both our current and our accumulated earnings and profits, they will constitute a return of capital and will first reduce your tax basis in our common stock, but not below zero, and then will be treated as gain from the sale of stock.

Dividends paid to a non-U.S. holder generally will be subject to withholding of United States federal income tax at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, if required by an applicable income tax treaty, are attributable to a United States permanent establishment) generally will not be subject to such withholding tax, provided certain certification and disclosure requirements are satisfied. Instead, such dividends generally will be subject to United States federal income tax on a net income basis in the same manner as if the non-U.S. holder were a United States person as defined under the Code. A corporate non-U.S. holder may be subject to an additional “branch profits tax” at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty) on earnings and profits attributable to such dividends that are effectively connected with its United States trade or business (and, if an income tax treaty applies, are attributable to its United States permanent establishment).

A non-U.S. holder of shares of our common stock who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to complete the applicable Internal Revenue Service, or IRS, Form W-8 and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if shares of our common stock are held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable United States Treasury regulations. Special certification and other requirements apply to certain non-U.S. holders that are pass-through entities rather than corporations or individuals.

A non-U.S. holder of shares of our common stock eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Gain on Disposition of Common Stock

Subject to the discussion of backup withholding below, any gain realized by a non-U.S. holder on the disposition of shares of our common stock generally will not be subject to United States federal income tax unless:

 

   

the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment of the non-U.S. holder);

 

   

the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or

 

   

we are or have been a “United States real property holding corporation” for United States federal income tax purposes and certain other conditions are met.

In the case of a non-U.S. holder described in the first bullet point above, any gain will be subject to United States federal income tax on a net income basis generally in the same manner as if the non-U.S. holder were a United States person as defined under the Code, and a non-U.S. holder that is a foreign corporation may also be subject to the branch profits tax equal to 30% of its effectively connected earnings and profits attributable to such gain (or, if an income tax treaty applies, at such lower rate as may be specified by the treaty on its gains attributable to its United States permanent establishment). Except as otherwise provided by an applicable income

 

198


Table of Contents

tax treaty, an individual non-U.S. holder described in the second bullet point above will be subject to a 30% tax on any gain derived from the sale, which may be offset by certain United States source capital losses, even though the individual is not considered a resident of the United States under the Code.

We believe we are not, and do not anticipate becoming, a “United States real property holding corporation” for United States federal income tax purposes.

Federal Estate Tax

Shares of our common stock that are owned (or treated as owned) by an individual who is not a citizen or resident of the United States (as specially defined for United States federal estate tax purposes) at the time of death will be included in such individual’s gross estate for United States federal estate tax purposes, unless an applicable estate or other tax treaty provides otherwise, and therefore may be subject to United States federal estate tax.

Information Reporting and Backup Withholding

Dividends paid to a non-U.S. holder and the amount of any tax withheld with respect to such dividends generally will be reported to the IRS, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty or agreement.

A non-U.S. holder will be subject to backup withholding for dividends paid to such holder unless such holder certifies under penalty of perjury that it is not a United States person as defined under the Code (and the payor does not have actual knowledge or reason to know that such holder is a United States person as defined under the Code), or such holder otherwise establishes an exemption.

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of shares of our common stock within the United States or conducted through certain United States-related financial intermediaries, unless the beneficial owner certifies under penalty of perjury that it is not a United States person as defined under the Code (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Code), or such owner otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s United States federal income tax liability provided the required information is timely furnished to the IRS.

Additional FATCA Withholding Requirements

Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”), a 30% United States federal withholding tax may apply to any dividends paid on our common stock to (i) a “foreign financial institution” (as specifically defined in the Code) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) its compliance (or deemed compliance) with FATCA (which may alternatively be in the form of compliance with an intergovernmental agreement with the United States) in a manner that avoids withholding, or (ii) a “non-financial foreign entity” (as specifically defined in the Code) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) adequate information regarding certain substantial United States beneficial owners of such entity (if any). If a dividend payment is both subject to withholding under FATCA and subject to the withholding tax discussed above under “—Dividends,” the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. You should consult your own tax advisor regarding these requirements and whether they may be relevant to your ownership and disposition of our common stock.

 

199


Table of Contents

UNDERWRITING (CONFLICTS OF INTEREST)

We and the selling stockholder have entered into an underwriting agreement with the underwriters named below with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are the representatives of the underwriters.

 

Underwriters    Number of
Shares
 

Goldman Sachs & Co. LLC

                           

J.P. Morgan Securities LLC

  

Merrill Lynch, Pierce, Fenner & Smith

                          Incorporated

  

Barclays Capital Inc.

  

Jefferies LLC

  

Credit Suisse Securities (USA) LLC

  

Deutsche Bank Securities Inc.

  

Evercore Group L.L.C.

  

Guggenheim Securities, LLC

  

Morgan Stanley & Co. LLC

  

UBS Securities LLC

  

Citigroup Global Markets Inc.

  

Cowen and Company, LLC

  

Piper Jaffray & Co.

  

RBC Capital Markets, LLC

  

Robert W. Baird & Co. Incorporated

  

William Blair & Company, L.L.C.

  

Janney Montgomery Scott LLC

  

KeyBanc Capital Markets Inc.

  

PJT Partners LP

  

Raymond James & Associates, Inc.

  

Stephens Inc.

  

Stifel, Nicolaus & Company, Incorporated

  

SunTrust Robinson Humphrey, Inc.

  

Wells Fargo Securities, LLC

  

Drexel Hamilton, LLC

  
  

 

 

 

Total

     154,000,000  
  

 

 

 

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the over-allotment option described below unless and until this over-allotment option is exercised.

The underwriters have an over-allotment option to buy up to an additional 23,100,000 shares from us to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that over-allotment option for 30 days. If any shares are purchased pursuant to this over-allotment option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

 

200


Table of Contents

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by us and the selling stockholder. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option to purchase 23,100,000 additional shares.

 

Paid by us

   No
Exercise
     Full
Exercise
 

Per Share

   $                  $              

Total

   $        $    

 

Paid by the selling stockholder

   No
Exercise
     Full
Exercise
 

Per Share

   $                  $              

Total

   $        $    

Shares sold by the underwriters to the public will initially be offered at the initial public offering price shown on the cover page of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $     per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We, our executive officers, directors and certain holders of our common stock, including the selling stockholder, prior to this offering have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any shares of our common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC. This agreement does not apply to any existing employee benefit plans. See “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

Prior to the offering, there has been no public market for the shares. The initial public offering price has been negotiated among us and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be our historical performance, estimates of our business potential and earnings prospects, an assessment of management and the consideration of the above factors in relation to market valuation of companies in related businesses.

We have applied to list our common stock on the NYSE under the symbol “AVTR.” In order to meet one of the requirements for listing the common stock on the NYSE, the underwriters have undertaken to sell lots of 100 or more shares to a minimum of 400 beneficial holders.

In connection with the offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ over-allotment option described above may be exercised. The underwriters may cover any covered short position by either exercising their over-allotment option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the over-allotment option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the over-allotment option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward

 

201


Table of Contents

pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of our stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on the NYSE, in the over-the-counter market or otherwise.

We estimate that our share of the total expenses of the offering and the concurrent offering of Mandatory Convertible Preferred Stock, excluding underwriting discounts and commissions, will be approximately $10.4 million. We have agreed to pay certain offering expenses for the selling stockholder incurred in connection with the sale. The underwriters have agreed to reimburse us for certain expenses in connection with this offering.

We and the selling stockholder have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

Certain affiliates of Goldman Sachs & Co. LLC (i) will receive approximately $421 million (or 12.5%) of the net proceeds of this offering and the concurrent offering of Mandatory Convertible Preferred Stock due to the redemption of outstanding shares of our Existing Senior Preferred Stock they own and repayment of a portion of the outstanding indebtedness under the Dollar Term Loan Facility and the Euro Term Loan Facility with the net proceeds of this offering and the concurrent offering (or 10.9% of the net proceeds of this offering and the concurrent offering if the underwriters exercise their over-allotment options in full in both offerings), (ii) currently own 372,872 shares of our Existing Senior Preferred Stock, 564,000 shares of our Existing Junior Convertible Preferred Stock and warrants to purchase 1,133,920 shares of our common stock and (iii) currently have two director appointees on our Board of Directors, both of whom are expected to remain on our Board of Directors following this offering, as well as other rights. Certain of the affiliates of Goldman Sachs & Co. LLC that hold the Existing Senior Preferred Stock, the Existing Junior Convertible Preferred Stock and warrants are funds whose limited partners are current and former employees of Goldman Sachs & Co. LLC; these current employees include individuals who are providing services on behalf of Goldman Sachs & Co. LLC in connection with this offering and the concurrent offering. See “Certain Relationships and Related Party Transactions.” During the period that affiliates of Goldman Sachs & Co. LLC have held outstanding shares of Existing Senior Preferred Stock, all dividends paid in respect of the Existing Senior Preferred Stock have, in accordance with the terms of the Existing Senior Preferred Stock, been paid in kind in the form of 53,922 additional shares of Existing Senior Preferred Stock. See “Dividends.” In addition, as holders of our Existing Junior Convertible Preferred Stock, affiliates of Goldman Sachs & Co. LLC will receive 47,723,077 shares of common stock upon the automatic conversion of our Existing Junior Convertible Preferred Stock upon consummation of this offering based on an assumed public offering price of $19.50 per share of common stock (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus). Therefore, Goldman Sachs & Co. LLC is deemed to have a conflict of interest within the meaning of Rule 5121. Accordingly, this offering is being conducted in accordance with Rule 5121, which requires, among other things, that a “qualified independent underwriter” participate in the preparation of, and exercise the usual standards of “due diligence” with respect to, the registration statement and this prospectus. J.P. Morgan Securities LLC has agreed to act as a qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 thereof. J.P. Morgan Securities LLC will not receive any additional fees for serving as a qualified independent underwriter with this offering. We have agreed to indemnify J.P. Morgan Securities LLC against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act.

 

202


Table of Contents

Pursuant to Rule 5121 Goldman Sachs & Co. LLC will not confirm any sales to any account over which it exercises discretionary authority without the specific written approval of the account holder. See “Use of Proceeds” for additional information.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses. For example, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as initial purchasers in connection with the offering of both our Senior Secured Notes and our Senior Unsecured Notes. An affiliate of Goldman Sachs & Co. LLC was engaged as a financial advisor in connection with the VWR Acquisition and acts as a joint lead arranger, joint bookrunner and administrative agent in connection with our Senior Secured Credit Facilities. In addition, an affiliate of Goldman Sachs continues to serve as administrative agent and is a lender under our Senior Secured Credit Facilities. An affiliate of J.P. Morgan Securities LLC acts as joint lead arranger and joint lead bookrunner in connection with our Senior Secured Credit Facilities.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

The current business of Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) is being reorganized into two affiliated broker-dealers (i.e., MLPF&S and BofA Securities, Inc.) in which BofA Securities, Inc. will be the new legal entity for the institutional services that are now provided by MLPF&S. This transfer is expected to occur on or around May 13, 2019 (the “Transfer Date”). MLPF&S, an underwriter of our common stock, will be assigning its rights and obligations as an underwriter to BofA Securities, Inc. in the event that the settlement date for our common stock occurs on or after the Transfer Date.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relative Member State”) an offer to the public of our common shares may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of our common shares may be made at any time under the following exemptions under the Prospectus Directive:

 

   

To any legal entity which is a qualified investor as defined in the Prospectus Directive;

 

   

To fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the Representatives for any such offer; or

 

   

In any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer or shares of our common stock shall result in a requirement for the publication by us or any Brazilian placement agent of a prospectus pursuant to Article 3 of the Prospectus Directive.

 

203


Table of Contents

For the purposes of this provision, the expression an “offer to public” in relation to our common shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and our common shares to be offered so as to enable an investor to decide to purchase our common shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended), including by Directive 2010/73/EU and includes any relevant implementing measure in the Relevant Member State.

This European Economic Area selling restriction is in addition to any other selling restrictions set out below.

United Kingdom

In the United Kingdom, this prospectus is only addressed to and directed as qualified investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this prospectus relates is available only to relevant persons and will only be engaged with relevant persons. Any person who is not a relevant person should not act or relay on this prospectus or any of its contents.

Canada

The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption form, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and Futures Ordinance”), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the

 

204


Table of Contents

purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

 

205


Table of Contents

LEGAL MATTERS

The validity of the shares of common stock offered by this prospectus will be passed upon for us by Simpson Thacher & Bartlett LLP, New York, New York. Certain legal matters relating to this offering will be passed upon for the underwriters by Ropes & Gray LLP, New York, New York.

EXPERTS

The consolidated financial statements as of December 31, 2018 and 2017, and for each of the three years in the period ended December 31, 2018, included in this Prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such consolidated financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of VWR Corporation as of December 31, 2016 and 2015, and for each of the years in the three-year period ended December 31, 2016, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, an independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act with respect to the common stock offered in this prospectus. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the Securities and Exchange Commission. For further information about us and our common stock, we refer you to the registration statement and to its exhibits and schedules. Statements in this prospectus about the contents of any contract, agreement or other document are not necessarily complete and, in each instance, we refer you to the copy of such contract, agreement or document filed as an exhibit to the registration statement, with each such statement being qualified in all respects by reference to the document to which it refers. You may inspect these reports and other information without charge at a website maintained by the Securities and Exchange Commission. The address of this site is http://www.sec.gov.

Upon completion of this offering, we will become subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and will be required to file reports, proxy statements and other information with the Securities and Exchange Commission. You will be able to inspect and copy these reports, proxy statements and other information at the public reference facilities maintained by the Securities and Exchange Commission at the address noted above or inspect them without charge at the Securities and Exchange Commission’s website. We intend to furnish our stockholders with annual reports containing consolidated financial statements audited by an independent registered public accounting firm.

 

206


Table of Contents

INDEX TO FINANCIAL STATEMENTS

 

AVANTOR, INC.

  

Glossary

     F-2  

Audited Consolidated Financial Statements as of December 31, 2018 and 2017 and for each of the three years in the period ended December 31, 2018

 

Report of Independent Registered Public Accounting Firm

     F-3  

Consolidated balance sheets

     F-4  

Consolidated statements of operations

     F-5  

Consolidated statements of comprehensive loss

     F-6  

Consolidated statements of stockholders’ deficit

     F-7  

Consolidated statements of cash flows

     F-8  

Notes to consolidated financial statements

     F-9  

Unaudited Condensed Consolidated Financial Statements as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018

 

Condensed consolidated balance sheets

     F-56  

Condensed consolidated statements of operations

     F-58  

Condensed consolidated statements of comprehensive income or loss

     F-58  

Condensed consolidated statements of redeemable equity and stockholders’ deficit

     F-59  

Condensed consolidated statements of cash flows

     F-60  

Notes to unaudited condensed consolidated financial statements

     F-61  

VWR CORPORATION

  

Glossary

     F-73  

Audited Consolidated Financial Statements as of December 31, 2016 and 2015 and for each of the three years in the period ended December 31, 2016

 

Report of Independent Registered Public Accounting Firm

     F-74  

Consolidated balance sheets

     F-75  

Consolidated income statements

     F-76  

Consolidated statements of comprehensive income or loss

     F-77  

Consolidated statements of redeemable equity and stockholders’ equity

     F-78  

Consolidated statements of cash flows

     F-79  

Notes to consolidated financial statements

     F-80  

Unaudited Condensed Consolidated Financial Statements as of September 30, 2017 and December 31, 2016 and for the three and nine months ended September 30, 2017 and 2016

 

Condensed consolidated balance sheets

     F-110  

Condensed consolidated income statements

     F-111  

Condensed consolidated statements of comprehensive income or loss

     F-112  

Condensed consolidated statements of redeemable equity and stockholders’ equity

     F-113  

Condensed consolidated statements of cash flows

     F-114  

Notes to condensed consolidated financial statements

     F-115  

 

F-1


Table of Contents

Avantor, Inc. and subsidiaries

Glossary

 

    

Description

we, us, our   

Avantor, Inc. and its subsidiaries and certain predecessor entities that held our business as described in note 1

2017 Plan    the Vail Holdco Corp Equity Incentive Plan, a share-based compensation plan
AA    accumulated amortization
AMEA    Asia, Middle-East and Africa
AOCI    accumulated other comprehensive income or loss
Avantor Funding    Avantor Funding, Inc. and subsidiaries
Avantor S.A.    Avantor Performance Materials Holdings, S.A. and subsidiaries
cGMP   

current good manufacturing practices as defined by the United States Food and Drug Administration

CPEC    convertible preferred equity certificate
EURIBOR   

the basic rate of interest used in lending between banks on the European Union interbank market

FASB    the Financial Accounting Standards Board of the United States
GAAP    United States generally accepted accounting principles
Goldman Sachs    an investment banking firm and its affiliates
LIBOR   

the basic rate of interest used in lending between banks on the London interbank market

LIFO    last in, first out method of removing items from inventory
Management EBITDA   

earnings before interest, income taxes, depreciation, amortization and certain other items, our segment profitability measurement under GAAP

New Mountain Capital    a private equity investor and its affiliates
NuSil   

NuSil Acquisition Corp, NuSil Investments LLC and subsidiaries, a business organization with which we merged in 2016

NuSil Investors   

NuSil LLC and NuSil 2.0 LLC, former owners of NuSil that are controlled by its former management

PSP Investments    a pension investment manager and its affiliates
SAR    stand-alone appreciation right
SEC    the United States Securities and Exchange Commission
VWR    VWR Corporation and its subsidiaries

 

F-2


Table of Contents

The accompanying financial statements give effect to a 5-for-1 split of the common stock of Avantor, Inc. which will take place prior to the effective date of the registration statement. The following report is in the form which will be furnished by Deloitte & Touche LLP, an independent registered public accounting firm, upon completion of the 5-for-1 split of the common stock of Avantor, Inc. described in Note 27 to the financial statements and, assuming that from March 15, 2019 to the date of such completion, no other material events have occurred that would affect the accompanying financial statements or disclosures therein.

/s/ Deloitte & Touche LLP

Philadelphia, Pennsylvania

May 3, 2019

Report of Independent Registered Public Accounting Firm

To the stockholders and the Board of Directors of Avantor, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Avantor, Inc. and subsidiaries (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Philadelphia, Pennsylvania

March 15, 2019 (May     , 2019 as to the effect of the stock split described in Note 27)

We have served as the Company’s auditor since 2010.

 

F-3


Table of Contents

Avantor, Inc. and subsidiaries

Consolidated balance sheets

 

     December 31,  
(in millions)    2018     2017  

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 184.7     $ 185.4  

Accounts receivable, net of allowances of $10.9 and $7.3

     931.2       875.0  

Inventory

     671.1       695.1  

Other current assets

     112.6       78.3  
  

 

 

   

 

 

 

Total current assets

     1,899.6       1,833.8  

Property, plant and equipment, net of accumulated depreciation of $225.8 and $170.5

     598.6       663.5  

Customer relationships, net of accumulated amortization of $412.5 and $181.7

     4,159.8       4,490.0  

Other intangible assets, net of accumulated amortization of $146.7 and $63.5

     405.9       499.3  

Goodwill

     2,784.7       2,847.3  

Other assets

     63.0       112.6  
  

 

 

   

 

 

 

Total assets

   $ 9,911.6     $ 10,446.5  
  

 

 

   

 

 

 

Liabilities, redeemable equity and stockholders’ deficit

    

Current liabilities:

    

Current portion of debt

   $ 142.4     $ 109.0  

Accounts payable

     557.4       542.0  

Employee-related liabilities

     144.9       178.8  

Accrued interest

     76.6       79.0  

Other current liabilities

     174.9       195.5  
  

 

 

   

 

 

 

Total current liabilities

     1,096.2       1,104.3  

Debt, net of current portion

     6,782.3       7,008.8  

Deferred income tax liabilities

     907.5       1,051.1  

Other liabilities

     318.0       312.7  
  

 

 

   

 

 

 

Total liabilities

     9,104.0       9,476.9  
  

 

 

   

 

 

 

Commitments and contingencies, see note 12

    

Redeemable equity:

    

Series A preferred stock at redemption value, 2.3 and 2.0 shares outstanding

     2,297.3       2,027.8  

Junior convertible preferred stock, 1.7 shares outstanding, liquidation value $2,722.5

     1,562.0       1,562.0  
  

 

 

   

 

 

 

Total redeemable equity

     3,859.3       3,589.8  
  

 

 

   

 

 

 

Stockholders’ deficit:

    

Common stock including paid-in capital, 132.8 and 132.6 shares outstanding

     (2,746.8     (2,490.3

Accumulated deficit

     (238.4     (156.3

Accumulated other comprehensive (loss) income

     (66.5     26.4  
  

 

 

   

 

 

 

Total stockholders’ deficit

     (3,051.7     (2,620.2
  

 

 

   

 

 

 

Total liabilities, redeemable equity and stockholders’ deficit

   $ 9,911.6     $ 10,446.5  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-4


Table of Contents

Avantor, Inc. and subsidiaries

Consolidated statements of operations

 

     Year ended December 31,  
(in millions, except per share data)    2018     2017     2016  

Net sales

   $ 5,864.3     $ 1,247.4     $ 691.3  

Cost of sales

     4,044.5       814.6       371.6  
  

 

 

   

 

 

   

 

 

 

Gross profit

     1,819.8       432.8       319.7  

Selling, general and administrative expenses

     1,405.3       449.7       281.5  

Fees to New Mountain Capital

     1.0       193.5       28.3  
  

 

 

   

 

 

   

 

 

 

Operating income (loss)

     413.5       (210.4     9.9  

Interest expense

     (523.8     (257.3     (80.3

Other (expense) income, net

     (3.5     7.5       (0.2
  

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (113.8     (460.2     (70.6

Income tax benefit (expense)

     26.9       314.9       (10.1
  

 

 

   

 

 

   

 

 

 

Net loss

   $ (86.9   $ (145.3   $ (80.7
  

 

 

   

 

 

   

 

 

 

Net loss

   $ (86.9   $ (145.3   $ (80.7

Net loss attributable to noncontrolling interests

     —         (32.6     (38.3
  

 

 

   

 

 

   

 

 

 

Net loss attributable to Avantor, Inc.

     (86.9     (112.7     (42.4

Accumulation of yield on series A preferred stock

     (269.5     (27.8     —    

Adjustment of series A preferred stock to redemption value

     —         (274.4     —    
  

 

 

   

 

 

   

 

 

 

Net loss available to common stockholders of Avantor, Inc.

   $ (356.4   $ (414.9   $ (42.4
  

 

 

   

 

 

   

 

 

 

Loss per share information, basic and diluted:

      

Loss per share

   $ (2.69   $ (2.75   $ (0.28

Weighted average shares outstanding

     132.7       151.1       152.6  

Unaudited pro forma loss per share, see note 4

   $ (0.22    

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-5


Table of Contents

Avantor, Inc. and subsidiaries

Consolidated statements of comprehensive loss

 

     Year ended December 31,  
(in millions)    2018     2017     2016  

Net loss

   $ (86.9   $ (145.3   $ (80.7
  

 

 

   

 

 

   

 

 

 

Other comprehensive (loss) income:

      

Foreign currency translation — unrealized (loss) gain

     (82.7     71.0       (6.0

Derivative instruments:

      

Unrealized gain

     3.0       0.3       —    

Reclassification of (gain) loss into earnings

     (1.9     0.1       —    

Defined benefit plans:

      

Unrealized (loss) gain

     (16.9     2.2       5.0  

Reclassification of loss (gain) into earnings

     2.3       (3.2     (2.2
  

 

 

   

 

 

   

 

 

 

Other comprehensive (loss) income before income taxes

     (96.2     70.4       (3.2

Income tax benefit (expense)

     3.3       0.1       (0.7
  

 

 

   

 

 

   

 

 

 

Other comprehensive (loss) income

     (92.9     70.5       (3.9
  

 

 

   

 

 

   

 

 

 

Comprehensive loss

     (179.8     (74.8     (84.6

Comprehensive loss attributable to noncontrolling interests

     —         (29.4     (39.3
  

 

 

   

 

 

   

 

 

 

Comprehensive loss attributable to Avantor, Inc.

   $ (179.8   $ (45.4   $ (45.3
  

 

 

   

 

 

   

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-6


Table of Contents

Avantor, Inc. and subsidiaries

Consolidated statements of stockholders’ deficit

 

    Avantor, Inc.     Non-
controlling
interest
    Total  
(in millions)   Combined
deficit
    Common
stock
including
paid-in
capital
    Accum-
ulated
deficit
    AOCI     Total  

Balance at December 31, 2015

  $ (697.7   $ —       $ —       $ (40.2   $ (737.9   $ 123.6     $ (614.3

Distributions, see note 7

    (31.9     (81.0     —         —         (112.9     (45.8     (158.7

Comprehensive loss

    (36.7     —         (5.7     (2.9     (45.3     (39.3     (84.6

Share-based compensation expense from equity-classified awards

    79.8       1.1       —         —         80.9       1.9       82.8  

CPECs:

             

Adjustment to redemption value

    (1,177.1     —         —         —         (1,177.1     —         (1,177.1

Conversion to common equity

    1,512.9       —         —         —         1,512.9       —         1,512.9  

Effects of legal entity restructuring, see note 14

    340.6       (260.4     —         12.7       92.9       (175.6     (82.7

Other

    10.1       1.5       —         —         11.6       (0.5     11.1  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2016

    —         (338.8     (5.7     (30.4     (374.9     (135.7     (510.6

Issuance of warrants, net of fees

    —         90.8       —         —         90.8       —         90.8  

Distributions, see note 7

    —         (1,539.5     —         —         (1,539.5     (162.4     (1,701.9

Comprehensive (loss) income

    —         —         (112.7     67.3       (45.4     (29.4     (74.8

Share-based compensation expense from equity-classified awards

    —         31.6       —         —         31.6       0.2       31.8  

Effects of legal entity restructuring, see note 14

    —         (432.2     (37.9     (10.5     (480.6     327.0       (153.6

Series A preferred stock:

             

Accumulation of yield

    —         (27.8     —         —         (27.8     —         (27.8

Adjustment to redemption value

    —         (274.4     —         —         (274.4     —         (274.4

Other

    —         —         —           —         0.3       0.3  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

    —         (2,490.3     (156.3     26.4       (2,620.2     —         (2,620.2

Cumulative effect of adoption of new revenue recognition standard

    —         —         4.8       —         4.8       —         4.8  

Comprehensive loss

    —         —         (86.9     (92.9     (179.8     —         (179.8

Share-based compensation expense from equity-classified awards

    —         13.0       —         —         13.0       —         13.0  

Accumulation of yield on series A preferred stock

    —         (269.5     —         —         (269.5     —         (269.5
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2018

  $ —       $ (2,746.8   $ (238.4   $ (66.5   $ (3,051.7   $ —       $ (3,051.7
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-7


Table of Contents

Avantor, Inc. and subsidiaries

Consolidated statements of cash flows

 

     Year ended December 31,  
(in millions)    2018     2017     2016  

Cash flows from operating activities:

      

Net loss

   $ (86.9   $ (145.3   $ (80.7

Reconciling adjustments:

      

Depreciation and amortization

     404.6       99.2       60.3  

Share-based compensation expense

     18.4       48.2       98.7  

Non-cash restructuring charges

     28.4       —         —    

Provision for doubtful accounts and inventory

     25.7       5.1       5.2  

Deferred income tax benefit

     (103.9     (430.6     (30.7

Effect of one-time transition tax

     (35.8     107.0       —    

Amortization of deferred financing costs

     41.4       11.7       5.1  

Loss on extinguishment of debt

     —         56.4       19.9  

Changes in assets and liabilities:

      

Accounts receivable

     (83.4     14.1       (7.9

Inventory

     (41.1     19.7       (13.0

Accounts payable

     29.4       31.8       5.5  

Other assets and liabilities

     1.3       7.0       3.9  

Other

     2.4       8.2       6.6  
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     200.5       (167.5     72.9  
  

 

 

   

 

 

   

 

 

 

Cash flows from investing activities:

      

Capital expenditures

     (37.7     (25.2     (29.9

Cash paid for acquisitions, net of cash acquired

     —         (6,660.7     —    

Other

     14.5       9.9       —    
  

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

     (23.2     (6,676.0     (29.9
  

 

 

   

 

 

   

 

 

 

Cash flows from financing activities:

      

Issuance of series A preferred stock and warrants, net of issuance costs

     —         1,816.4       —    

Issuance of junior convertible preferred stock, net of issuance costs

     —         1,232.6       —    

Debt borrowings

     35.7       9,249.5       1,600.6  

Debt repayments

     (185.5     (3,290.6     (703.7

Redemption of CPECs

     —         —         (702.2

Cash paid for debt financing costs

     —         (318.6     (56.4

Distributions, see note 7

     —         (1,701.9     (158.7

Payments of contingent consideration

     (20.5     (22.7     (29.3

Other

     —         0.3       6.2  
  

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by financing activities

     (170.3     6,965.0       (43.5
  

 

 

   

 

 

   

 

 

 

Effect of currency rate changes on cash

     (7.8     1.0       (0.7
  

 

 

   

 

 

   

 

 

 

Net change in cash and cash equivalents

     (0.8     122.5       (1.2

Cash, cash equivalents and restricted cash, beginning of year

     188.5       66.0       67.2  
  

 

 

   

 

 

   

 

 

 

Cash, cash equivalents and restricted cash, end of year

   $ 187.7     $ 188.5     $ 66.0  
  

 

 

   

 

 

   

 

 

 

Supplemental disclosures of cash flow information:

      

Cash paid for income taxes

   $ 65.6     $ 31.5     $ 28.6  

Cash paid for interest

     481.3       137.2       54.9  

The accompanying notes are an integral part of these consolidated financial statements.

 

F-8


Table of Contents

Avantor, Inc. and subsidiaries

Notes to consolidated financial statements

 

1.

Organization, consolidation and presentation of financial statements

We are a global manufacturer, distributor and service provider that develops integrated solutions for the biopharmaceutical, healthcare, education & government and advanced technologies & applied materials industries. We have global operations and an extensive product portfolio. We strive to enable customer success through innovation, cGMP manufacturing and comprehensive service offerings.

We are controlled by a group of investors led by New Mountain Capital. New investors joined the group in 2017 through significant investments in our preferred stock.

Basis of presentation

Avantor, Inc. is the latest in a succession of reporting entities for the business known as “Avantor,” the two most recent predecessors being Avantor Funding and the combination of Avantor S.A. and NuSil. The financial statements are presented for all periods as a single continuous entity named Avantor, Inc. due to New Mountain Capital’s continuous control of the Avantor business during those periods.

On November 21, 2017 and September 30, 2016, we restructured our legal organization to facilitate two significant combinations with VWR and NuSil, respectively. The following chart depicts the reported entities in black with selected ownership amounts as if the junior convertible preferred stock and other instruments were converted into common stock:

 

LOGO

On November 21, 2017, we acquired VWR (see note 20). Under GAAP, VWR is consolidated with us prospectively since the acquisition date of November 21, 2017.

On September 30, 2016, we combined with NuSil (see note 20). Since we were both controlled by New Mountain Capital, our historical financial statements have been combined with NuSil’s into a single presentation for all periods presented, with paid-in capital and accumulated deficit presented as a single combined deficit prior to the combination.

 

F-9


Table of Contents

Principles of consolidation and combination

All intercompany balances and transactions among the consolidated and combined companies have been eliminated from the financial statements.

Use of estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported throughout the financial statements. Actual results could differ from those estimates.

We have provided additional disclosures about the following significant estimates for which it is at least reasonably possible that a change in estimate will occur in the near term:

 

   

The fair value of reporting units and asset groups tested for impairment in note 5;

 

   

The valuation allowance on deferred tax assets in note 19;

 

   

Assumptions used to measure our defined benefit plans in note 16;

 

   

The likelihood of occurrence of loss contingencies in note 12; and

 

   

Other accounts measured at fair value based on unobservable inputs in note 21.

 

2.

Summary of significant accounting policies

Earnings or loss per share

Earnings or loss per share is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the reporting period. Net income or loss available to common stockholders includes the accumulation of dividends and changes to redemption value of preferred stocks and excludes net income or loss attributable to noncontrolling interests.

The basis for determining basic earnings or loss per share varies across the periods due to the changes in the reported entity described in note 1:

 

   

For periods since November 21, 2017, it is calculated under a two-class method based on the weighted average number of outstanding shares of Avantor, Inc. common stock during the reporting period.

 

   

For the period September 30, 2016 to November 20, 2017, it is based on the weighted average number of outstanding shares of Avantor Funding class A common shares during the reporting period. Class B common shares of Avantor Funding are not included because they did not participate in earnings.

 

   

For periods prior to September 30, 2016, it is based on the number of shares of Avantor Funding class A common stock outstanding on September 30, 2016 because the combined presentation of entities under common control does not include a unified capital structure.

 

   

For periods spanning more than one of the above, it is based on the weighted average of the results determined from those approaches.

The two-class method is applied in periods since November 21, 2017 because junior convertible preferred stockholders and warrant holders participate in dividends with the common stockholders. The two-class method is an earnings allocation formula that works as follows:

 

   

In periods of net income available to common stockholders, earnings are allocated to the holders of common stock, junior convertible preferred stock and warrants based on their respective weighted average common shares outstanding during the period on an as-converted basis. Diluted earnings per share is computed using the more dilutive of the two-class method or the if-converted method.

 

F-10


Table of Contents
   

In periods of net loss available to common stockholders, the entire loss is allocated to the common stockholders. No effect is given to the junior convertible preferred stockholders or the warrant holders because they do not participate in losses.

Diluted earnings or loss per share reflects the potential dilution that could occur if convertible instruments were converted into shares of common stock. In periods of net loss available to common stockholders, diluted calculations are equal to basic calculations because the inclusion of convertible instruments would be anti-dilutive.

Segment reporting

We report based on three geographic segments based on customer location: Americas, Europe and AMEA. With the acquisition of VWR in November 2017, we made a strategic decision to manage our combined business geographically to improve our focus on growing regions. We have been transitioning our operations and financial reporting to align to that strategy. The transition included reorganizing the management team, implementing new processes, systems and internal controls and designing new internal reports for our Chief Executive Officer to manage the business. We completed this transition during the fourth quarter of 2018 and have retrospectively presented the segment information in these financial statements. We determined that our operating segments are the same as our reportable segments. Our Chief Executive Officer evaluates segment profitability using Management EBITDA.

We disclose geographic data for our two largest countries as a percentage of consolidated net sales, the United States and Germany. No other countries were individually material. We also disclose certain regional data because of differences in geopolitical and / or competitive conditions. We disclose property and equipment by geographic area because many of these assets cannot be readily moved and are illiquid, subjecting them to geographic risk. None of our other long-lived assets are subject to significant geopolitical risk. None of our customers contributed more than 10% to our net sales. We determined that disclosing net sales for groups of similar products was impracticable prior to January 1, 2018, but implementation of the new revenue recognition standard made this practicable beginning January 1, 2018. We do not manage total assets on a segment basis.

Cash and cash equivalents

Cash equivalents are comprised of highly-liquid investments with original maturities of three months or less. Bank overdrafts are classified as current liabilities, and changes to bank overdrafts are presented as a financing activity on our consolidated statements of cash flows.

Accounts receivable and allowance for doubtful accounts

Substantially all of our accounts receivable are trade accounts that are recorded at the invoiced amount and generally do not bear interest. Accounts receivable are presented net of an allowance representing our estimate of amounts that will not be collected or sales that will be returned to us. We consider many factors in estimating our reserve including the age of our receivables, historical collections experience, customer types, creditworthiness and economic trends. Account balances are written off against the allowance when we determine it is probable that the receivable will not be recovered.

Inventory

Inventory consists of merchandise inventory related to our distribution business and finished goods, raw materials and work in process related to our manufacturing business. Goods are removed from inventory as follows:

 

   

Merchandise inventory purchased by certain U.S. subsidiaries using the LIFO method.

 

F-11


Table of Contents
   

All other merchandise inventory using the first-in, first-out method.

 

   

Manufactured inventories using an average cost method.

Inventory is valued at the lower of cost or net realizable value. Cost for manufactured goods is determined using standard costing methods to estimate raw materials, labor and overhead consumed. Variances from actual cost are recorded to inventory at period-end. Cost for other inventory is based on amounts invoiced by suppliers plus freight. If net realizable value is less than carrying value, we reduce the carrying amount to net realizable value and record a loss in cost of sales.

Property, plant and equipment

Property, plant and equipment are stated at cost. Depreciation is recognized using the straight-line method over estimated useful lives of 3 to 40 years for buildings and related improvements, 3 to 20 years for machinery and equipment and 3 to 10 years for capitalized software. Leasehold improvements are depreciated on a straight-line basis over the shorter of the estimated useful lives of the assets or the estimated remaining life of the lease. Depreciation is classified as cost of sales or selling, general and administrative expense based on the use of the underlying asset. Property, plant and equipment held under capital leases were not material for any periods presented.

Impairment of long-lived assets

Long-lived assets include property, plant and equipment, finite-lived intangible assets and certain other assets. For impairment testing purposes, long-lived assets may be grouped with working capital and other types of assets or liabilities if they generate cash flows on a combined basis.

We evaluate long-lived assets or asset groups for impairment whenever events or changes in circumstances indicate a potential inability to recover their carrying amounts. Impairment is determined by comparing their carrying value to their estimated undiscounted future cash flows. If assets or asset groups are impaired, the loss is measured as the amount by which their carrying values exceed their fair values.

Goodwill and other intangible assets

Goodwill represents the excess of the price of an acquired business over the aggregate fair value of its net assets. Other intangible assets consist of both finite-lived and indefinite-lived intangible assets.

Goodwill and other indefinite-lived intangible assets are tested annually for impairment on October 1 of each year. Goodwill impairment testing is performed at the reporting unit level. Our reporting units at October 1, 2018 were Americas, Europe and AMEA.

All of our intangible assets, including goodwill, are tested for impairment whenever an impairment indicator arises. Examples of impairment indicators include unexpected adverse business conditions, economic factors, unanticipated technological changes or competitive activities, loss of key personnel and acts or anticipated acts by governments and courts.

The impairment analysis for goodwill and indefinite-lived intangible assets consists of an optional qualitative assessment potentially followed by a quantitative analysis. If we determine that the carrying value of a reporting unit or an indefinite-lived intangible asset exceeds its fair value, an impairment charge is recorded for the excess.

Indefinite-lived intangible assets are not amortized. Annually, we evaluate whether these assets continue to have indefinite lives, considering whether they have any legal, regulatory, contractual, competitive or economic limitations and whether they are expected to contribute to the generation of cash flows indefinitely.

 

F-12


Table of Contents

Finite-lived intangible assets are amortized over their estimated useful lives on a straight-line basis, with customer relationships amortized over lives of 10 to 20 years, developed technology amortized over lives of three to 20 years and other finite-lived intangible assets amortized over lives of two to 20 years. Amortization is classified in selling, general and administrative expenses. We reevaluate the estimated useful lives of our finite-lived intangible assets annually.

Finite-lived intangible assets are evaluated for impairment in the same way as other long-lived assets.

Restructuring and severance charges

We have been realizing commercial and cost synergies from the acquisition of VWR, the combination with NuSil and other initiatives. To realize those synergies, we implement restructuring and severance plans. Those plans are designed to improve gross margins and reduce operating costs over time. We typically incur upfront charges to implement those plans related to employee severance, facility closure and other actions:

 

   

Employee severance and related — Employee severance programs can be voluntary or involuntary. Voluntary severances are recorded at their reasonably estimated amount when associates accept severance offers. Involuntary severances covered by plan or statute are recorded at estimated amounts when probable and reasonably estimable. Significant judgment is required to determine probability and whether the amount can be reasonably estimated. Involuntary severances requiring continuing service are recognized at fair value as of the termination date and recognized on a straight-line basis over the service period. Other involuntary severances are recognized at fair value on the date we notify associates of the severance plan.

 

   

Facility closure — Charges to close facilities are recognized on the date we cease using the facilities and are recorded net of any rental income we are permitted to earn.

 

   

Other — Other charges may be incurred to write down assets, divest businesses or for other reasons. Any such charges are accounted for in accordance with applicable other GAAP.

Restructuring and severance charges are classified as selling, general and administrative expenses. Accrued restructuring and severance charges are classified as employee-related current liabilities if we anticipate settlement within one year, otherwise they are included in other liabilities.

Contingencies

Our business exposes us to various contingencies including compliance with environmental laws and regulations, legal exposures related to the manufacture and sale of products and other matters. Loss contingencies are reflected in the financial statements based on our assessments of their expected outcome or resolution:

 

   

They are recognized as liabilities on our balance sheet and disclosed if the potential loss is material and is considered probable and the amount can be reasonably estimated.

 

   

They are only disclosed if the potential loss is material and is considered reasonably possible.

Significant judgment is required to determine probability and whether the amount can be reasonably estimated. Due to uncertainties related to these matters, accruals are based only on the information available at the time. As additional information becomes available, we reassess potential liabilities and may revise our previous estimates.

Debt

Borrowings under lines of credit are stated at their face amount. Borrowings under term debt are stated at their face amounts net of unamortized deferred financing costs, including any original issue discounts or premiums.

The accounting for financing costs depends on whether debt is newly issued, extinguished or modified. That determination is made on an individual lender basis. When new debt is issued, financing costs and discounts are

 

F-13


Table of Contents

deferred and recognized as interest expense through maturity of the debt. When debt is extinguished, unamortized deferred financing costs and discounts are written off as interest expense. When debt is modified, new financing costs and prior unamortized deferred financing costs may be either (i) immediately recognized as interest expense or selling, general and administrative expense or (ii) deferred and recognized as interest expense through maturity of the modified debt, depending on the type of cost and whether the modification was substantial or insubstantial.

Borrowings and repayments under lines of credit are short-term in nature and presented on the statement of cash flow on a net basis. Capital lease obligations were not material for any periods presented.

Redeemable equity and stockholders’ deficit

Redeemable equity includes ownership interests that are redeemable or become redeemable in a way that is not solely within our control. Redeemable equity is: (i) initially recorded at fair value, net of issuance costs, and (ii) subsequently stated at its redemption value unless the redemption feature is triggered by a contingency that is not probable of occurring. Any such adjustments are offset to common stock including paid-in capital. Redeemable equity is presented between the liabilities and stockholders’ deficit sections of the balance sheet.

The following table presents key facts and policies for redeemable equity instruments, with dashes indicating not applicable items:

 

                   Included in net loss available
to common stockholders
     Issuer      Classification                Yield              Adjustments to
redemption value

Series A preferred stock

     Avantor, Inc.        Preferred      Yes    Yes

Junior convertible preferred stock

     Avantor, Inc.        Preferred      —      —  

CPECs

     Avantor S.A.        Common      —      No

Stockholders’ deficit includes nonredeemable ownership interests. Common stock is presented at par value plus additional paid-in amounts, net of issuance costs. Disclosures about certain classes of stock are provided in the footnotes and not stated separately on the balance sheet or statement of stockholders’ deficit when those presentations are not deemed to be material.

Distributions are accounted for as reductions to common stock including paid-in capital and are classified as financing activities on the statement of cash flows.

For certain periods presented, a portion of the consolidated comprehensive loss of Avantor Holdings LP and NuSil was allocated to the noncontrolling interest based on its ownership percentage. Distributions and other changes to stockholders’ deficit, such as those arising from share-based compensation, were attributed to the noncontrolling interest based on actual amounts.

Upon issuance, paid-in capital is allocated among host stock instruments and detachable warrants on a relative fair value basis.

Revenue recognition

We recognize revenue by applying a five-step process: (i) identify the contract with a customer, (ii) identify the performance obligation in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue as the performance obligations are satisfied by transferring control of the performance obligation through delivery of a promised product or service to a customer.

 

F-14


Table of Contents

Control of a performance obligation may transfer to the customer either at a point in time or over time depending on an evaluation of the specific facts and circumstances for each contract, including the terms and conditions of the contract as agreed with the customer, as well as the nature of the products or services to be provided. The substantial majority of our net sales are recognized at a point in time based upon the delivery of products to customers pursuant to purchase orders. We recognize service revenues and sales of certain of our custom-manufactured products over time as control passes to the customer concurrent with our performance. We are able to fulfill most purchase orders rapidly, and service and custom-manufacturing cycles are short. As a result, we do not record material contract assets or liabilities.

We have elected to use the practical expedient not to adjust the transaction price of a contract for the effects of a significant financing component if, at the inception of the contract, we expect that the period between when we transfer a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

Some customer contracts include variable consideration, such as rebates, some of which depend upon our customers meeting specified performance criteria, such as a purchasing level over a period of time. We use judgment to estimate the value of these pricing arrangements at each reporting date and record contract assets or liabilities to the extent that estimated values are recognized at a different time than the revenue for the related products. When estimating variable consideration, we also apply judgment when considering the probability of whether a reversal of revenue could occur and only recognize revenue subject to this constraint.

The only significant costs we incur to obtain contracts are related to sales commissions. These commissions are primarily based on purchase order amounts, not recoverable and not applicable to periods greater than one year. We elected to apply the practical expedient to expense these costs as incurred as if the amortization period of the asset that would have otherwise been recognized is one year or less.

Performance obligations following the delivery of products, such as rights of return and warranties, are not material. No other types of revenue arrangements were material to our consolidated financial statements.

Classification of expenses

Cost of sales includes the cost of the product, depreciation of production assets, supplier rebates, shipping and receiving charges and inventory adjustments. For manufactured products, the cost of the product includes direct and indirect manufacturing costs, plant administrative expenses and the cost of raw materials consumed in the manufacturing process.

Selling, general and administrative expenses include personnel and facility costs, amortization of intangible assets, depreciation of non-production assets, research and development costs, advertising expense, promotional charges and other charges related to our global operations.

Employee benefit plans

Some of our employees participate in defined benefit plans that we sponsor. We present these plans as follows due to their differing geographies, characteristics and actuarial assumptions:

 

   

U.S. plans — Two plans based in the United States, one of which we acquired from VWR in 2017. Another plan acquired from VWR was merged with ours in 2018. The U.S. plans are frozen with no accrual of future pension benefits for participating employees.

 

   

Non-U.S. plans — Eight plans for our employees around the world that we acquired from VWR in 2017, most of which continue to accrue future pension benefits.

 

   

Medical plan — A post-retirement medical plan for certain employees in the United States. The medical plan is frozen with no accrual of future pension benefits for participating employees.

 

F-15


Table of Contents

We sponsor a number of other defined benefit plans around the world that are not material to our financial statements individually or in the aggregate. Defined contribution and other employee benefit plans are not material to the financial statements.

The cost of our defined benefit plans is incurred systematically over expected employee service periods. We use actuarial methods and assumptions to determine expense each period and the value of projected benefit obligations. Actuarial changes in the projected value of defined benefit obligations are deferred to AOCI and recognized in earnings systematically over future periods. The portion of cost attributable to continuing employee service is included in selling, general and administrative expenses. The rest of the cost is included in other income or expense, net.

Share-based compensation expense

Some of our management and directors are compensated with share-based awards. We currently sponsor the 2017 Plan, an active plan with awards currently available for issuance. Other awards were issued under legacy plans sponsored by Avantor Funding, NuSil and the NuSil Investors; no new awards are being issued under any of those plans.

Share-based compensation expense is included in selling, general and administrative expenses on the statement of operations. The following table provides additional information about the accounting treatment of share-based awards:

 

    

Accounting treatment

Stock options

  

Awards are equity-classified and recognized ratably over service periods based on their grant-date fair value

Optionholder awards

  

Awards are liability-classified and recognized ratably over service periods based on their fair value on a stock option modification date

Phantom units

  

Awards are liability-classified with expense recognized at fair value on a recurring basis

SARs

  

Awards are equity-classified with expense pushed down from a NuSil investor to state the awards at fair value on a recurring basis

Mirror units

  

Awards are treated as permanent equity since September 2016. Prior to September 2016, awards were liability-classified with expense pushed down from a NuSil investor to state the awards at fair value on a recurring basis

Stock options

We measure the expense of stock options based on their grant-date fair values. These awards typically vest with continuing service, so expense is recognized on a straight-line basis from the date of grant through the end of the requisite service period. We recognize expense based on the number of awards ultimately expected to vest by use of an estimated forfeiture rate. The estimated forfeiture rate is based on historical data for the employee group awarded options and expected employee turnover rates, which management reevaluates each period. We typically issue new shares of common stock upon exercise or vesting of awards.

The grant-date fair value of stock options is measured using a closed-form pricing model using assumptions based on the terms of each stock option agreement, the expected behavior of grant recipients and peer company data. We have limited historical data about our own awards upon which to base our assumptions. Expected volatility is calculated based on the observed equity volatility for a peer group over a period of time equal to the expected life of the stock options. The risk-free interest rate is based on U.S. Treasury observed market rates continuously compounded over the duration of the expected life. The expected life of stock options is estimated as the midpoint of the weighted average vesting period and the contractual term.

 

F-16


Table of Contents

Optionholder awards

Optionholder awards are rights for holders of stock options to receive cash with continuing service. Those rights are granted by our Board of Directors in accordance with anti-dilution provisions contained in the stock option agreements.

We account for optionholder awards as a modification of stock options. On the modification date, we estimate the value of the anti-dilution clause included in the grant-date fair value of stock options. We reclassify this amount from the grant-date fair value of the equity award to the value of the optionholder award and add any additional amount needed to arrive at the total grant-date fair value of the optionholder award, which is its cash value. That value is recognized as expense on a straight-line basis over the same remaining schedule as the underlying stock options.

Optionholder expense is classified as share-based compensation because its value is based in part on a portion of the underlying stock option that was reclassified from equity. Optionholder award liabilities are payable in cash the quarter after each vesting date and are classified as other current liabilities.

Phantom units, SARs and mirror units

Phantom units were issued to our employees by a consolidated subsidiary and can only be settled in cash. They follow an employee payment model, requiring classification as a liability that is measured at fair value at the end of each reporting period. Changes to fair value are recognized as cumulative adjustments to expense each period.

SARs were issued to our employees by a NuSil investor. They follow a non-employee payment model, requiring classification as contributed capital that is measured at fair value at the end of each reporting period. That contribution was included in the noncontrolling interest until it was derecognized in November 2017 in connection with a legal entity restructuring. Since then, the contribution has been included within the common stock including paid-in capital. Changes to fair value are recognized as cumulative adjustments to expense each period.

Mirror units were issued to our employees by a NuSil investor but are designed to mirror the rights and privileges of an instrument that a NuSil investor holds in a member of our consolidated group. Prior to September 2016, these units mirrored an instrument that only entitled the holder to a cash payment, requiring classification as a liability that was measured at fair value at the end of each reporting period. Changes to fair value were recognized as cumulative adjustments to expense each period. Since September 2016, these units are mirroring permanent equity instruments and are no longer being remeasured or expensed.

We estimate the fair value of the awards using a multi-step process. First, we measure equity value of the applicable company using generally accepted valuation techniques based on discounted cash flows, comparable public companies and comparable acquisitions. The equity value is then allocated among the units of the issuer using an option-pricing method that assumes a near-zero holding period. Finally, we evaluate the likelihood of achieving any market conditions associated with the awards. Units with a remote chance of achieving the market conditions are judged to have a fair value of zero.

Award modifications

When share-based compensation arrangements are modified, we treat the modification as an exchange of the original award for a new award and immediately recognize expense for the incremental value of the new award. The incremental value is measured as the excess of the fair value of new awards over the fair value of the original awards, each based on circumstances and assumptions as of the modification date. Fair value is measured using the same methods previously described for phantom units, SARs and mirror units.

 

F-17


Table of Contents

Income taxes

Our worldwide income is subject to the income tax regulations of many governments. Income tax expense is calculated using an estimated global rate with recognition of deferred tax assets and liabilities for expected temporary differences between taxable and reported income. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income when those temporary differences are expected to reverse. We record a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized.

Income tax regulations change from time to time. The effect of a change in tax law on deferred tax assets and liabilities is recognized as a cumulative adjustment to income tax expense or benefit in the period of enactment. The effect of a change in tax law on the income tax expense or benefit itself is recognized prospectively for the applicable tax years.

Income tax regulations can be complex, requiring us to interpret tax law and take positions. Upon audit, tax authorities may challenge our positions. We regularly assess the outcome of potential examinations and only recognize positions that are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is more likely than not of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs, as a result of information that arises or when a tax position is effectively settled. We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense in our consolidated financial statements.

As a result of tax reform in the United States (see note 19), certain foreign income on intangible assets may be required to be included currently in United States taxable income. We account for any such taxes due in the United States as a current period expense when incurred.

Business combinations

The purchase price of an acquired business is allocated to the individual assets acquired and liabilities assumed based on their fair values at the date of acquisition. Those fair values are determined using income, cost and market approaches, most of which depend upon significant inputs that are not observable in the market, or level 3 measurements. The excess of purchase price over the fair value of assets acquired and liabilities assumed is allocated to goodwill. Costs associated with business combinations are expensed as incurred.

The purchase price for some business combinations includes consideration that is contingent on the achievement of net sales or earnings targets by the acquired business. Contingent consideration is measured initially and on a recurring basis at fair value. Payments to settle the acquisition-date fair value of contingent consideration are presented as financing activities on the statement of cash flows; any payments in excess of the acquisition-date fair value are presented as operating activities.

Fair value measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a measurement date. We classify fair value measurements based on the lowest of the following levels that is significant to the measurement:

 

   

Level 1 — Quoted prices in active markets for identical assets or liabilities

 

   

Level 2 — Inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the asset or liability

 

   

Level 3 — Inputs that are unobservable for the asset or liability based on our evaluation of the assumptions market participants would use in pricing the asset or liability

 

F-18


Table of Contents

We exercise considerable judgment when estimating fair value, particularly when evaluating what assumptions market participants would likely make. The use of different assumptions or estimation methodologies could have a material effect on the estimated fair values.

Foreign currency translation

Our operations span the globe, so we are impacted by changes in foreign currency exchange rates. We determine the functional currency of our subsidiaries based upon the primary currency used to generate and expend cash, which is usually the currency of the country in which the subsidiary is located. For subsidiaries with functional currencies other than the U.S. dollar, assets and liabilities are translated into U.S. dollars using period-end exchange rates, and revenues, expenses, income and losses of our subsidiaries are translated into U.S. dollars using monthly average exchange rates. The resulting foreign currency translation gains or losses are deferred as AOCI and reclassified to earnings only upon sale or liquidation of those businesses.

Gains and losses related to the remeasurement of debt and intercompany financing into functional currencies are reported in earnings as other income or expense, net. Gains and losses associated with the remeasurement of operating assets and liabilities into functional currencies are reported within the applicable component of operating income.

 

3.

New accounting standards

In February 2016, the FASB issued comprehensive new guidance about leases. Under the new guidance, most leases will be recognized as liabilities with corresponding right-of-use assets. The new guidance carries forward a similar method of expense recognition for lessees. The new guidance is effective for us beginning January 1, 2019 and must be adopted using a modified retrospective approach. As permitted under the new guidance, we intend to use the effective date as our date of initial application. As a result, neither updated financial information nor disclosures will be provided for dates or periods prior to January 1, 2019. The new guidance provides a number of optional practical expedients in transition that we are still evaluating. We recently accelerated our implementation of this standard in contemplation of an initial public offering, so we are still early in evaluating its impact. Based on current available data about our leases, we estimate that the adoption of this new guidance will cause us to recognize new assets and new liabilities of $160 to $185 million. We do not expect the new guidance to materially impact our earnings upon adoption.

In May 2014, the FASB issued comprehensive new revenue recognition guidance. The guidance provides a new model for revenue recognition that supersedes most current guidance and requires more disclosures about revenue, including the components of revenue that are communicated to investors. We adopted the new guidance on January 1, 2018 using a modified retrospective method applied to contracts that were not completed as of that date. On the adoption date, we: (i) recorded a $4.8 million cumulative effect adjustment to decrease accumulated deficit, (ii) established $13.0 million of contract assets, classified as other current assets, and derecognized $6.5 million of custom-manufactured inventory where control had passed to the customer and (iii) recognized a $1.7 million deferred tax liability. New disclosures required under this guidance are included in notes 2 and 6.

There were no other new accounting standards that we expect to have a material impact to our financial position or results of operations upon adoption.

 

4.

Loss per share

For all periods presented, basic and diluted loss per share calculations were the same. Stock options for 21.1 million, 19.6 million and 18.9 million shares of common stock were excluded from the calculations of diluted loss per share for the years ended December 31, 2018, 2017 and 2016, respectively, because the effect would have been anti-dilutive.

 

F-19


Table of Contents

Pro forma loss per share

Unaudited pro forma loss per share was computed to give effect to the conversion of the junior convertible preferred stock and redemption of the series A preferred stock with a portion of net proceeds from the initial public offering. The following table presents the reconciliation of diluted loss per share to unaudited pro forma loss per share for the year ended December 31, 2018 as if the conversion and redemption had occurred on January 1, 2018:

 

(in millions, except per share data)    Loss      Weighted
average
shares
outstanding
     Loss per
share
 

Diluted

   $ (356.4      132.7      $ (2.69

Assumed redemption of series A preferred stock

     269.5        117.8     

Assumed conversion of junior convertible preferred stock

     —          139.6     
  

 

 

    

 

 

    

Unaudited pro forma

   $ (86.9      390.1      $ (0.22)  
  

 

 

    

 

 

    

 

5.

Risks and uncertainties

Remeasurement of foreign currency transactions

Our operations span the globe, so changes in foreign currency exchange rates, particularly the euro, can have a significant impact on our results of operations.

Our U.S. subsidiaries carry significant amounts of euro-denominated debt, and many of our subsidiaries carry foreign currency denominated intercompany loans. We remeasure these positions into local currencies each period, and the effect is recognized immediately in earnings. Our foreign currency denominated intercompany loan exposure at December 31, 2018 was €250 million of unhedged intercompany loans receivable. A one percent decrease to the price of the euro in U.S. dollars at December 31, 2018 would have required us to reduce our 2018 pretax income by $2.8 million to remeasure that net position.

We are not able to predict future changes to foreign currency exchange rates or what impact they may have on our operating results. Historical changes to foreign currency exchange rates that were included in other income or expense, net are disclosed in note 18.

Impairment testing

We perform impairment testing on October 1 of each year for goodwill and other intangible assets with indefinite lives. We also perform impairment testing on any long-lived assets when we determine that indicators of impairment are present. Impairment testing requires us to estimate the fair value of these assets. Those estimates frequently require the use of unobservable inputs such as forecasted earnings and discount rates. Determining these inputs requires management to exercise significant judgment.

On October 1, 2018, we performed quantitative annual impairment testing of goodwill for each of our reporting units. We did not record any impairment charges. Each reporting unit had a fair value that was substantially in excess of the carrying value.

Unfavorable changes to forecasted results and other assumptions used to determine the fair values of reporting units could put goodwill at risk of impairment in future periods.

Collective bargaining arrangements

As of December 31, 2018, less than 7% of our employees in North America were represented by unions, and a majority of our employees in Europe are represented by workers’ councils or unions.

 

F-20


Table of Contents
6.

Segment financial information

We report based on three geographic segments based on customer location: Americas, Europe and AMEA. Each segment manufactures and distributes solutions for the life sciences and advanced technologies & applied materials industries. Corporate costs are managed on a standalone basis and not allocated to segments.

The following tables present information by reportable segment:

 

     Net sales
Year ended December 31,
     Management EBITDA
Year ended December 31,
 
(in millions)    2018      2017      2016      2018      2017      2016  

Americas

   $ 3,460.9      $ 688.1      $ 394.5      $ 651.6      $ 196.8      $ 171.0  

Europe

     2,095.3        381.4        155.6        349.6        103.4        63.6  

AMEA

     308.1        177.9        141.2        73.8        43.3        42.1  

Corporate

     —          —          —          (69.0      (19.5      (26.5
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 5,864.3      $ 1,247.4      $ 691.3      $ 1,006.0      $ 324.0      $ 250.2  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     Capital expenditures
Year ended December 31,
     Depreciation and amortization
Year ended December 31,
 
(in millions)      2018          2017          2016          2018          2017          2016    

Americas

   $ 20.4      $ 16.5      $ 17.7      $ 252.2      $ 75.4      $ 52.3  

Europe

     14.0        6.3        7.5        145.7        19.8        4.7  

AMEA

     3.3        2.4        4.7        6.7        4.0        3.3  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 37.7      $ 25.2      $ 29.9      $ 404.6      $ 99.2      $ 60.3  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The amounts above exclude inter-segment activity because it is not material. All of the net sales for each segment are from external customers.

 

F-21


Table of Contents

The following table presents the reconciliation of Management EBITDA from net loss, the nearest measurement under GAAP:

 

     Year ended December 31,  
(in millions)    2018      2017      2016  

Net loss

   $ (86.9    $ (145.3    $ (80.7

Interest expense

     523.8        257.3        80.3  

Income tax (benefit) expense

     (26.9      (314.9      10.1  

Depreciation and amortization

     404.6        99.2        60.3  

Net foreign currency loss from financing activities

     6.5        5.5        0.4  

Gain on derivative instruments

     —          (9.6      —    

Share-based compensation expense

     18.4        48.2        98.7  

Restructuring and severance charges

     81.2        29.6        11.1  

Purchase accounting adjustments

     (1.0      41.8        4.5  

Fees to New Mountain Capital

     1.0        193.5        28.3  

Impairment charges

     2.9        5.0        —    

VWR transaction expenses

     0.4        40.7        —    

VWR integration and planning expenses

     35.8        33.0        —    

Other transaction and integration expenses

     1.1        25.0        11.5  

Environmental remediation costs

     —          —          4.6  

Debt refinancing fees

     —          3.1        4.7  

Business performance improvement programs

     7.1        0.3        6.5  

Write-offs of working capital and other assets

     22.1        —          1.0  

Long-term incentive plan

     9.6        3.2        1.5  

Other

     6.3        8.4        7.4  
  

 

 

    

 

 

    

 

 

 

Management EBITDA

   $ 1,006.0      $ 324.0      $ 250.2  
  

 

 

    

 

 

    

 

 

 

The following table presents net sales by product line:

 

(in millions)    Year ended
December 31, 2018
 

Proprietary materials & consumables

   $ 1,933.9  

Third party materials & consumables

     2,686.5  

Services

     341.9  

Equipment & instrumentation

     902.0  
  

 

 

 

Total

   $ 5,864.3  
  

 

 

 

The following table presents information by geographic area:

 

     Net sales
Year ended December 31,
     Property, plant and
equipment, net
December 31,
 
(in millions)    2018      2017      2016      2018      2017  

United States

   $ 3,126.5      $ 631.8      $ 379.2      $ 398.5      $ 435.9  

Germany

     507.6        78.8        17.9        19.8        21.7  

Other countries in Europe

     1,587.7        299.4        137.7        124.0        139.8  

All other countries

     642.5        237.4        156.5        56.3        66.1  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 5,864.3      $ 1,247.4      $ 691.3      $ 598.6      $ 663.5  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

F-22


Table of Contents
7.

Supplemental disclosures of cash flow information

The following table presents the balance sheet classification of the components of cash, cash equivalents and restricted cash shown in the statements of cash flows:

 

     December 31,  
(in millions)    2018      2017  

Cash and cash equivalents

   $ 184.7      $ 185.4  

Restricted cash classified as other assets

     3.0        3.1  
  

 

 

    

 

 

 

Total

   $ 187.7      $ 188.5  
  

 

 

    

 

 

 

The following table presents detail for cash distributions paid:

 

     Year ended December 31,  
(in millions)          2017                2016        

Payments to stockholders

   $ 1,531.5      $ 121.9  

Settlement of tax receivable agreement

     90.5        —    

Repurchase of common shares

     58.7        —    

Payments to holders of vested stock options

     21.2        36.8  
  

 

 

    

 

 

 

Total

   $ 1,701.9      $ 158.7  
  

 

 

    

 

 

 

No distributions were made during 2018. In September 2016, we entered into a tax receivable agreement under which we were required to distribute cash to our stockholders based on the value of certain income tax benefits we realized. In November 2017, we fully settled the tax receivable agreement by paying the distribution noted above.

The following table presents the classification on the statements of cash flows of contingent consideration payments, as discussed in note 21.

 

     Year ended December 31,  
(in millions)    2018      2017      2016  

Operating activities, other reconciling adjustments

   $ 1.9      $ 1.0      $ 8.0  

Financing activities

     20.5        22.7        29.3  
  

 

 

    

 

 

    

 

 

 

Total

   $ 22.4      $ 23.7      $ 37.3  
  

 

 

    

 

 

    

 

 

 

 

8.

Inventory

The following table presents components of inventory:

 

     December 31,  
(in millions)    2018     2017  

Merchandise inventory

   $ 409.0     $ 468.7  

Finished goods

     122.9       109.5  

Raw materials

     105.2       87.1  

Work in process

     34.0       29.8  
  

 

 

   

 

 

 

Total

   $ 671.1     $ 695.1  
  

 

 

   

 

 

 

Inventory under the LIFO method:

    

Percentage of total inventory

     32     29

Excess of current cost over carrying value

   $ 2.4     $ —    

 

F-23


Table of Contents
9.

Property, plant and equipment

The following table presents the components of property, plant and equipment:

 

     December 31,  
(in millions)          2018                  2017        

Buildings and related improvements

   $ 329.1      $ 345.4  

Machinery, equipment and other

     341.0        333.2  

Software

     77.1        66.6  

Land

     47.2        51.2  

Assets not yet placed into service

     30.0        37.6  
  

 

 

    

 

 

 

Property, plant and equipment, gross

     824.4        834.0  

Accumulated depreciation

     (225.8      (170.5
  

 

 

    

 

 

 

Property, plant and equipment, net

   $ 598.6      $ 663.5  
  

 

 

    

 

 

 

Depreciation was $83.3 million in 2018, $34.0 million in 2017 and $28.4 million in 2016.

 

10.

Goodwill and other intangible assets

The following tables present information about goodwill by segment:

 

(in millions)    Not
allocated
    Americas     Europe     AMEA      Total  

Balance at December 31, 2016, net

   $ 186.1     $ —       $ —       $ —        $ 186.1  

Acquisitions

     2,639.7       —         —         —          2,639.7  

Currency translation

     21.5       —         —         —          21.5  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Balance at December 31, 2017, net

     2,847.3       —         —         —          2,847.3  

Accumulated impairment losses

     38.8       —         —         —          38.8  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Balance at December 31, 2017, gross

   $ 2,886.1     $ —       $ —       $ —        $ 2,886.1  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Balance at December 31, 2017, net

   $ 2,847.3     $ —       $ —       $ —        $ 2,847.3  

Reporting unit allocation

     (2,803.0     1,609.4       1,164.0       29.6        —    

Currency translation

     (41.9     (5.7     (14.0     0.4        (61.2

Other

     (2.4     1.0       —         —          (1.4
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Balance at December 31, 2018, net

     —         1,604.7       1,150.0       30.0        2,784.7  

Accumulated impairment losses

     —         21.0       6.7       11.1        38.8  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Balance at December 31, 2018, gross

   $ —       $ 1,625.7     $ 1,156.7     $ 41.1      $ 2,823.5  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Effective October 1, 2018, we established three new reporting units aligned to geographic operating segments based on customer location: Americas, Europe and AMEA. Upon the establishment of these new reporting units, we allocated goodwill to each reporting unit based on its relative fair value. Prior to this date, goodwill was not allocated to any specific reporting unit.

 

F-24


Table of Contents

The following table presents the components of other intangible assets:

 

     December 31, 2018      December 31, 2017  
(in millions)    Gross
value
     AA      Carrying
value
     Gross
value
     AA      Carrying
value
 

Customer relationships

   $ 4,572.3      $ 412.5      $ 4,159.8      $ 4,671.7      $ 181.7      $ 4,490.0  

VWR trade name

     266.3        65.4        200.9        273.3        6.5        266.8  

Other

     194.0        81.3        112.7        197.2        57.0        140.2  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total finite-lived

   $ 5,032.6      $ 559.2        4,473.4      $ 5,142.2      $ 245.2        4,897.0  
  

 

 

    

 

 

       

 

 

    

 

 

    

Indefinite-lived

 

     92.3              92.3  
  

 

 

          

 

 

 

Total

 

   $ 4,565.7            $ 4,989.3  
  

 

 

          

 

 

 

Amortization was $321.3 million in 2018, $65.2 million in 2017 and $31.9 million in 2016.

The following table presents estimated future amortization:

 

(in millions)    December 31,
2018
 

2019

   $ 315.1  

2020

     309.5  

2021

     262.2  

2022

     258.8  

2023

     246.5  

Thereafter

     3,081.3  
  

 

 

 

Total

   $ 4,473.4  
  

 

 

 

 

11.

Restructuring and severance

The following table presents restructuring and severance charges by plan:

 

     Year ended December 31,  
(in millions)    2018      2017      2016  

2017 value capture program

   $ 78.3      $ 17.5      $ —    

Other

     2.9        12.1        11.1  
  

 

 

    

 

 

    

 

 

 

Total

   $ 81.2      $ 29.6      $ 11.1  
  

 

 

    

 

 

    

 

 

 

2017 value capture program

We have implemented a program to spend up to $215 million over a three-year period to optimize our sales, gross margins and operating costs. The spending will include up to $90 million for capital expenditures and up to $125 million for employee severance and related costs, facility closure and other charges. Our plans include combining sales and marketing resources, eliminating redundant corporate functions, optimizing procurement and our manufacturing footprint, and implementing best practices throughout the organization. We currently expect all synergies and cost savings to be fully realized by 2021.

 

F-25


Table of Contents

The following table presents information about charges under the 2017 value capture program:

 

     Year ended
December 31,
     December 31, 2018  
   Charges
incurred
to date
     Expected
remaining
charges
     Total
expected
charges
 
(in millions)    2018      2017  

Employee severance and related

   $ 48.7      $ 17.5      $ 66.2      $ 26.8      $ 93.0  

Facility closure

     1.2        —          1.2        0.8        2.0  

Other

     28.4        —          28.4        1.6        30.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 78.3      $ 17.5      $ 95.8      $ 29.2      $ 125.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Americas

   $ 37.4      $ 3.2      $ 40.6      $ 6.4      $ 47.0  

Europe

     39.1        1.5        40.6        13.4        54.0  

AMEA

     0.8        —          0.8        1.2        2.0  

Corporate

     1.0        12.8        13.8        8.2        22.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 78.3      $ 17.5      $ 95.8      $ 29.2      $ 125.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other charges in the table above were to write-down the carrying value of assets we plan to close or sell under the program, the largest of which is a charge of $20.2 million to record on-hand stock of a discontinued product at net realizable value. Other charges also include $2.5 million of expense related to a voluntary early retirement program under one of our pension plans in the United States. These charges do not impact the accrued restructuring charges shown below.

The following table presents changes to accrued employee severance and related charges under the 2017 value capture program, which are primarily classified as employee-related current liabilities:

 

     Employee severance and related
Year ended December 31,
 
(in millions)            2018                      2017          

Beginning balance

   $ 15.0      $ —    

Restructuring charges

     48.7        17.5  

Cash payments

     (29.2      (2.5

Currency translation

     (0.9      —    
  

 

 

    

 

 

 

Ending balance

   $ 33.6      $ 15.0  
  

 

 

    

 

 

 

 

12.

Commitments and contingencies

Our business involves commitments and contingencies related to compliance with environmental laws and regulations, the manufacture and sale of products, employment arrangements, litigation and a recently announced initial public offering. We have also entered into operating lease commitments as disclosed in note 22. The ultimate resolution of contingencies is subject to significant uncertainty, and it is reasonably possible that contingencies could be decided unfavorably for us.

Environmental laws and regulations

Our environmental liabilities are subject to changing governmental policy and regulations, discovery of unknown conditions, judicial proceedings, method and extent of remediation, existence of other potentially responsible parties and future changes in technology. We believe that known and unknown environmental matters, if not resolved favorably, could have a material effect on our financial position, liquidity and profitability.

 

F-26


Table of Contents

Mallinckrodt indemnification

In 2010, New Mountain Capital acquired 100% ownership of us from Covidien plc in accordance with a stock purchase agreement dated May 25, 2010. At that time, we were organized as Mallinckrodt Baker, Inc. or MBI. Pursuant to the terms of that agreement, we are entitled to various levels of indemnification with respect to environmental liabilities involving the former MBI operations. In 2013, in connection with the Covidien plc divestiture of Mallinckrodt Group S.a.r.l and to Mallinckrodt LLC, together “Mallinckrodt,” and by a second amendment to the stock purchase agreement dated June 6, 2013, but effective upon the consummation of the divestiture, Covidien plc assigned its obligations as described herein to Mallinckrodt, and Mallinckrodt assumed those obligations from Covidien plc. As a result of the stock purchase agreement and assignment, Mallinckrodt is contractually obligated to indemnify and defend us for all off-site environmental liabilities (for example, Superfund or Comprehensive Environmental Response, Compensation, and Clean-up Act type liabilities) arising from the pre-closing disposal of chemicals or wastes by former MBI operations.

In connection with environmental liabilities arising from pre-closing noncompliance with environmental laws, Mallinckrodt is contractually obligated to reimburse us for a percentage of the total liability, with such reimbursements made through disbursements from a $30.0 million environmental escrow established at the time of the closing. Specifically, Mallinckrodt will be responsible for reimbursement of 80% of the total costs up to $40.0 million of such environmental liabilities. Mallinckrodt will then be responsible for reimbursement of 50% of the next $40.0 million of such environmental liabilities. If such environmental liabilities exceed $80.0 million in the aggregate, Mallinckrodt will be responsible for reimbursement of 100% of such liabilities up to the next $30.0 million in the aggregate. Currently, reimbursements are 80% of the amounts spent by us, with reimbursements and settlements to date exceeding $12.0 million. In addition, in connection with operation and maintenance activities required pursuant to administrative consent orders and subsequently issued remedial action permits involving our Phillipsburg, New Jersey, facility, amounts in excess of $0.3 million per year are also subject to reimbursement, currently at the 80% level.

In a separate matter, in 2013, we reached a settlement with Mallinckrodt whereby in exchange for a payment of $4.0 million, all claims regarding non-compliance with process safety management laws and regulations are deemed resolved. We used the $4.0 million of settlement proceeds to establish a reserve and have since identified $1.4 million of costs to address safety related matters, which has reduced the balance of the reserve to $2.6 million as of December 31, 2018.

Other noteworthy matters

The New Jersey Department of Environmental Protection has ordered us to remediate groundwater conditions near our plant in Phillipsburg, New Jersey. This matter is covered by the indemnification arrangement previously described. At December 31, 2018, our accrued obligation under this order is $3.5 million, which is calculated based on expected cash payments discounted at rates ranging from 2.0% in 2018 to 3.0% in 2045. The undiscounted amount of that obligation is $4.7 million.

In 2016, we assessed the environmental condition of our chemical manufacturing site in Gliwice, Poland. Our assessment revealed specific types of soil and groundwater contamination throughout the site. We are also monitoring the condition of a closed landfill on that site. These matters are not covered by our indemnification arrangement because they relate to an operation we subsequently acquired. At December 31, 2018, our balance sheet includes a liability of $3.6 million for remediation and monitoring costs. That liability is estimated primarily on expected remediation payments discounted through 2020 and is not materially different than its undiscounted amount.

Manufacture and sale of products

Our business involves risk of product liability, patent infringement and other claims in the ordinary course of business arising from the products that we produce ourselves or obtain from our suppliers, as well as from the

 

F-27


Table of Contents

services we provide. Our exposure to such claims may increase to the extent that we expand our manufacturing operations or service offerings.

We maintain insurance policies to protect us against these risks, including product liability insurance. In many cases the suppliers of products we distribute have indemnified us against such claims. Our insurance coverage or indemnification agreements with suppliers may not be adequate in all pending or any future cases brought against us. Furthermore, our ability to recover under any insurance or indemnification arrangements is subject to the financial viability of our insurers, our suppliers and our suppliers’ insurers, as well as legal enforcement under the local laws governing the arrangements.

We have entered into indemnification agreements with customers of our self-manufactured products to protect them from liabilities and losses arising from our negligence, willful misconduct or sale of defective products. To date, we have not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions.

Employment agreements

The employment agreements with our executive officers include provisions for the payment of severance and continuing health benefits in the event of their termination without cause, resignation for good reason or termination or resignation in connection with a change of control, as each of those terms are defined in the employment agreements. The aggregate of potential payments for all executive officers under these provisions was $18.8 million at December 31, 2018.

Litigation

At December 31, 2018, there was no outstanding litigation that we believe would result in material losses if decided against us, and we do not believe that there are any unasserted matters that are reasonably possible to result in a material loss.

 

13.

Debt

In November 2017, we refinanced substantially all of our debt through our wholly-owned subsidiary Avantor Funding. The refinancing resulted in payments of $283.1 million to fund debt issuance costs, $273.5 million of which was deferred and is being recognized as interest expense through the maturity dates of our debt. We also incurred a loss on extinguishment of debt of $34.6 million. Each of those amounts excludes transaction fees paid to New Mountain Capital (see note 23).

 

F-28


Table of Contents

The following table presents information about our debt:

 

    

December 31, 2018

     December 31,
2017
 
(dollars in millions)   

Interest terms

   Rate      Amount  

Receivables facility

   LIBOR plus 1.75%      4.25    $ 104.0      $ 70.8  

Senior secured credit facilities:

           

Euro term loans

   EURIBOR plus 3.75%      3.75      1,078.0        1,201.2  

U.S. dollar term loans

   LIBOR plus 3.75%      6.57      1,838.9        1,953.1  

4.75% secured notes

   fixed rate      4.75      572.5        600.6  

6% secured notes

   fixed rate      6.00      1,500.0        1,500.0  

9% unsecured notes

   fixed rate      9.00      2,000.0        2,000.0  

Other

 

     69.5        70.4  
  

 

 

    

 

 

 

Total debt, gross

 

     7,162.9        7,396.1  

Less: unamortized deferred financing costs

 

     (238.2      (278.3
  

 

 

    

 

 

 

Total debt

 

   $ 6,924.7      $ 7,117.8  
  

 

 

    

 

 

 

Classification on balance sheets:

 

Current portion of debt

 

   $ 142.4      $ 109.0  

Debt, net of current portion

 

     6,782.3        7,008.8  

The following table presents mandatory future repayments of debt principal:

 

(in millions)    December 31,
2018
 

2019

   $ 38.6  

2020

     138.3  

2021

     33.5  

2022

     32.8  

2023

     32.0  

Thereafter

     6,887.7  
  

 

 

 

Total debt, gross

   $ 7,162.9  
  

 

 

 

Credit facilities

The following table presents availability under our credit facilities:

 

     December 31, 2018  
(in millions)    Receivables
facility
     Revolving
credit facility
     Total  

Current availability

   $ 250.0      $ 250.0      $ 500.0  

Undrawn letters of credit outstanding

     (12.3      (17.2      (29.5

Outstanding borrowings

     (104.0      —          (104.0
  

 

 

    

 

 

    

 

 

 

Unused availability

   $ 133.7      $ 232.8      $ 366.5  
  

 

 

    

 

 

    

 

 

 

Maximum availability

   $ 250.0      $ 250.0      $ 500.0  

Current availability under the receivables facility depends upon maintaining a sufficient borrowing base of eligible accounts receivable. At December 31, 2018, $387.4 million of accounts receivable were available as collateral under the facility.

Receivables facility

In connection with the VWR acquisition in November 2017, we amended and restated VWR’s receivable facility. The receivables facility is with a commercial bank, functions like a line of credit and matures in November 2020.

 

F-29


Table of Contents

Borrowings are secured by accounts receivable which are sold by certain of our domestic subsidiaries to a special-purpose consolidated subsidiary. As a result, those receivables are not available to satisfy the claims of other creditors. We bear the risk of collection on those receivables and account for the receivables facility as a secured borrowing.

The receivables facility includes representations and covenants that we consider usual and customary, including a financial covenant. When applicable, that covenant requires that we may not have total borrowings in excess of a pro forma net leverage ratio, as defined. That covenant becomes applicable for periods in which we have drawn more than 35% of our revolving credit facility under the senior secured credit facilities. This covenant has not yet become applicable.

Senior secured credit facilities

The senior secured credit facilities consist of a $250.0 million revolving credit facility that expires in November 2022 as well as €1,000.0 million of euro term loans and $1,953.1 million of U.S. dollar term loans that mature in November 2024. The revolving credit facility allows us to issue letters of credit and also to issue short term notes. Borrowings under the facilities are guaranteed by substantially all of our domestic subsidiaries and secured by substantially all of their assets except for the accounts receivable that secure the receivables facility.

The senior secured credit facilities bear interest at variable rates. The margin on the revolving credit facility declines if certain net leverage ratios are achieved. Various other immaterial fees are payable under the facilities.

We began repaying the term loans on March 31, 2018 in quarterly installments of 0.25% of the original principal amount, with the balance due on the maturity date. We are required to make additional prepayments if: (i) we generate excess cash flows, as defined, at specified percentages that decline if certain net leverage ratios are achieved; or (ii) we receive cash proceeds from certain types of asset sales or debt issuances. No additional required prepayments have become due since the inception of the credit facilities. We may also prepay the term loans at our option. In December 2018, we prepaid €48.5 million of euro term loans and $94.8 million of U.S. dollar term loans.

The senior secured credit facilities include representations and covenants that we consider usual and customary, including a financial covenant. When applicable, that covenant requires that we may not have total borrowings in excess of a pro forma net leverage ratio, as defined. That covenant becomes applicable in periods when we have drawn more than 35% of our revolving credit facility. This covenant has not yet become applicable.

In November 2018, we amended our senior secured credit facilities to reduce the annual interest rate margins on our euro term loans by 0.50% and our U.S. dollar term loans by 0.25%. The cost to complete the amendment was not material.

Prior credit facilities

Prior to November 2017, we were party to other credit facilities which had been amended or refinanced at various times to fund mergers and acquisitions, distributions, the redemption of our CPECs and costs associated with those activities. As a result of those amendments and refinancings, we paid fees of $35.5 million in 2017 and $56.4 million in 2016, and we incurred losses on extinguishment of debt of $21.8 million in 2017 and $19.9 million in 2016, each excluding transaction fees paid to New Mountain Capital (see note 23).

Secured and unsecured notes

We have issued €500.0 million of secured notes at 4.75% and $1,500.0 million of secured notes at 6% that are due October 2024 and $2,000.0 million of unsecured notes at 9% that are due October 2025. Interest on the notes is payable semi-annually in arrears on April 1 and October 1. The secured notes are guaranteed and secured in the same way as the senior secured credit facilities. Each note features optional redemption at varying prices based on form and timing.

 

F-30


Table of Contents

The indentures governing the notes include representations and covenants that we consider usual and customary.

 

14.

Redeemable equity and stockholders’ deficit

Avantor, Inc. is the latest in a succession of reporting entities for the business known as “Avantor,” the most two recent predecessors being Avantor Funding and the combination of Avantor S.A. and NuSil. The changes to the reporting entities were each the result of two legal entity restructurings.

Avantor, Inc.

Avantor, Inc. was established as the reporting entity following the November 2017 legal entity restructuring described below.

The following table presents the equity capitalization of Avantor, Inc.:

 

    

Equity classification

   Par
value per
share
     Shares
authorized
     Shares issued
and outstanding
December 31,
 
(shares in millions)    2018      2017  

Series A preferred stock

  

Redeemable

   $ 0.01        25.0        2.3        2.0  

Junior convertible preferred stock

  

Redeemable

     0.01        5.0        1.7        1.7  

Undesignated preferred stock

     0.01        45.0        —          —    

Common stock

  

Stockholders’

     0.01        750.0        132.8        132.6  

Class B stock

  

Stockholders’

     0.01        0.3        0.3        0.3  
        

 

 

    

 

 

    

 

 

 

Total

 

     825.3        137.1        136.6  
  

 

 

    

 

 

    

 

 

 

Series A preferred stock

In November 2017, we issued 2.0 million shares of series A preferred stock and detachable warrants to purchase 7.1 million shares of common stock for cash proceeds of $2,000.0 million. Those proceeds were reduced for issuance costs of $183.6 million, resulting in net proceeds of $1,816.4 million. The net proceeds were then allocated to the series A preferred stock and the warrants based on their relative fair value. As a result, $1,725.6 million was allocated to the series A preferred stock, and $90.8 million was allocated to the warrants and recorded as an addition to common stock including paid-in capital.

The series A preferred stock is redeemable for $1,000 per share. Holders have the option to redeem their shares upon a qualified initial public offering, a change of control or certain other defined events. Holders also have a “forced exit” option that vests November 21, 2027 and would require us to begin a multi-step process to secure funding for the redemption of their shares.

We also have the option to redeem the series A preferred stock at premiums to the redemption value according to the following schedule:

 

     Redemption price  
     Following a
qualified
initial public
offering
    Otherwise  

Prior to November 21:

    

2019

     104 %*   

2020

     104     102 %* 

2021

     102     102

2022

     101     101

Thereafter

     100     100

 

F-31


Table of Contents

 

 

*

Indicates that an additional make whole premium is applicable, which is approximately equal to the amount of dividends payable through November 21, 2019 or 2020.

Holders of the series A preferred stock are entitled to receive quarterly cumulative dividends payable in additional shares of series A preferred stock at a rate of 12.5%. Cumulative dividends in arrears as of December 31, 2018 and 2017 were $31.5 million and $27.8 million, respectively.

In the event of any bankruptcy, liquidation, dissolution or winding up, the holders of series A preferred stock are entitled to a liquidation preference of $1,000 in cash per share before any payment or distribution is made to holders of other classes of preferred or common stock.

The following table presents the rollforward of the series A preferred stock:

 

     Year ended
December 31, 2018
     Year ended
December 31, 2017
 
(in millions)    Shares      Amount      Shares      Amount  

Beginning balance

     2.0      $ 2,027.8        —        $ —    

Issuances, net of costs and warrant value

     —          —          2.0        1,725.6  

Adjustment to redemption value

     —          —          —          274.4  

Accumulation of yield

     0.3        269.5        —          27.8  
  

 

 

    

 

 

    

 

 

    

 

 

 

Ending balance

     2.3      $ 2,297.3        2.0      $ 2,027.8  
  

 

 

    

 

 

    

 

 

    

 

 

 

Junior convertible preferred stock

In November 2017, we issued 1.3 million shares of junior convertible preferred stock for cash proceeds of $1,320.6 million. The proceeds were reduced for issuance costs of $88.0 million resulting in net proceeds of $1,232.6 million. We issued an additional 0.4 million shares in exchange for legacy equity interests in connection with the November 2017 legal entity restructuring discussed below.

The junior convertible preferred stock automatically converts into common stock following the occurrence of a qualified initial public offering or a change of control. Each share converts into a number of shares of common stock equal to the greater of (i) $1,650 divided by the applicable common stock price or (ii) the number of shares that, immediately after conversion, would represent a 46.97% share of the total common stock. The conversion feature places no limit on the possible number of shares to be issued, so settlement in shares cannot be assured. Accordingly, we present the junior convertible preferred stock as redeemable equity. It is not subsequently remeasured at redemption value because the events giving rise to the redeemable equity classification are not deemed probable under GAAP until they occur.

Holders are entitled to vote with the common stockholders as a single class with the number of votes determined on an if-converted basis. The holders also have the right to appoint five members to the Board of Directors. Holders of junior convertible preferred stock are entitled to participate in dividends and distributions as declared by the Board of Directors on an if-converted basis with the holders of outstanding shares of common stock and warrants.

In the event of any bankruptcy, liquidation, dissolution or winding up of the Company, the holders are entitled to a liquidation preference of $1,650 in cash per share before any payment or distribution is made to holders of common stock.

 

F-32


Table of Contents

The following table presents the rollforward of the junior convertible preferred stock:

 

     Year ended
December 31, 2018
     Year ended
December 31, 2017
 
(in millions)    Shares      Amount      Shares      Amount  

Beginning balance

     1.7      $ 1,562.0        —        $ —    

Issuances, net of costs

     —          —          1.3        1,232.6  

Effects of legal entity restructuring

     —          —          0.4        329.4  
  

 

 

    

 

 

    

 

 

    

 

 

 

Ending balance

     1.7      $ 1,562.0        1.7      $ 1,562.0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Common stock

Each share of common stock entitles the holder to one vote for applicable matters. The holders also have the right to appoint five members to the Board of Directors. Holders are entitled to receive dividends declared by the Board of Directors and a pro rata share of assets available for distribution after satisfaction of the rights of the preferred stockholders.

Warrants

As noted above, in November 2017 we issued detachable warrants to purchase 7.1 million shares of common stock with the series A preferred stock. Holders of warrants are entitled to participate in dividends and distributions as declared by the Board of Directors on an if-converted basis with the holders of outstanding shares of junior convertible preferred stock and common stock. Each warrant is exercisable for a share of common stock at a price of $0.002 per share.

Class B stock

Shares of class B stock have no voting or economic rights. Shares of class B stock are each convertible into five shares of common stock upon a change of control or a qualified initial public offering if a certain performance threshold is met. Otherwise, shares of class B stock will be automatically redeemed without consideration upon the change of control or qualifying initial public offering. We have determined that the likelihood of achieving the performance threshold is remote.

November 2017 legal entity restructuring

The purpose of the November 2017 legal entity restructuring was to create a new capital structure for new debt and equity investors to fund the VWR acquisition. A new parent was formed for this purpose named Avantor Inc., as previously described. The legal entity restructuring also simplified the corporate structure. The effects of the legal entity restructuring are illustrated in note 1 and explained as follows:

 

   

Exchange of legacy common stock and noncontrolling interest — Common shares of Avantor Funding and the approximately one-third noncontrolling interest in Avantor Holdings LP were exchanged for 0.4 million shares of junior convertible preferred stock and 132.6 million shares of common stock of Avantor, Inc., causing Avantor Holdings LP to become our wholly-owned subsidiary. As a result, a legacy noncontrolling interest was derecognized.

 

   

Deferred tax effects — We increased common stock including paid-in capital and reduced our deferred income tax liabilities to derecognize the temporary differences related to the noncontrolling interest, which included an outside basis difference adjustment of $54.6 million, a step-up basis adjustment of $118.0 million and an adjustment to a net operating loss carryforward of $3.2 million.

 

F-33


Table of Contents

The following table presents the financial effects of the November 2017 legal entity restructuring as summarized on the statement of stockholders’ deficit:

 

     Avantor, Inc. stockholders’ deficit     Non-
controlling
interest
     Total  
(in millions)    Common stock
including
paid-in capital
    Accum-
ulated
deficit
    AOCI     Total  

Exchange of legacy common stock

   $ (329.4   $ —       $ —       $ (329.4   $ —        $ (329.4

Exchange of legacy non controlling interest

     (278.6     (37.9     (10.5     (327.0     327.0        —    

Deferred tax effects

     175.8       —         —         175.8       —          175.8  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Total

   $ (432.2   $ (37.9   $ (10.5   $ (480.6   $ 327.0      $ (153.6
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Avantor Funding

Avantor Funding was established as the reporting entity following the September 2016 legal entity restructuring described below. It ceased to be the reporting entity following the November 2017 legal entity restructuring described above.

The following table presents the equity capitalization of Avantor Funding at December 31, 2016:

 

(shares in millions)   Par value
per share
     Shares
issued and
outstanding
 

Undesignated preferred stock

  $ 0.01        —    

Common stock, class A

    0.01        153.0  

Common stock, class B

    0.01        77.0  
    

 

 

 

Total

 

     230.0  
  

 

 

 

In September 2016 we issued 77.0 million shares of Class B common stock and subsequently canceled those shares in November 2017 in connection with a legal entity restructuring. There were no other material changes to shares outstanding for any classes of stock of Avantor Funding for the periods presented.

Common stock

Each share of class A and B common stock entitled the holder to one vote for applicable matters. Holders of class A common stock were also entitled to receive dividends declared by the Board of Directors and a pro rata share of assets available for distribution after the satisfaction of liabilities and the rights of preferred stockholders. Holders of class B common stock did not have either of those rights.

September 2016 legal entity restructuring

The purpose of the September 2016 legal entity restructuring was to create a new unified capital structure in anticipation of an equity offering, which was not consummated. A new parent was formed for this purpose named Avantor Funding, as previously described. The legal entity restructuring also improved the tax efficiency of our organization.

The effects of the legal entity restructuring are illustrated in note 1 and explained as follows:

 

   

Exchange of legacy equity — New Mountain Capital and the NuSil Investors exchanged their prior equity holdings for 152.5 million shares of class A common stock and 77.0 million shares of class B common stock. They also acquired an approximately one-third interest in Avantor Holdings LP, one of our consolidated subsidiaries, which established a noncontrolling interest.

 

F-34


Table of Contents
   

Deferred tax effects — We reduced common stock including paid-in capital and increased deferred income tax liabilities for an outside basis difference caused by the legal entity restructuring.

The following table presents the components of the effect of legal entity restructuring presented on the statement of stockholders’ deficit:

 

     Avantor, Inc. stockholders’ deficit  
(in millions)    Combined
deficit
     Common stock
including
paid-in capital
    AOCI      Total     Non-
controlling
interest
    Total  

Exchange of legacy equity for noncontrolling interest

   $ 340.6      $ (177.7   $ 12.7      $ 175.6     $ (175.6   $ —    

Deferred tax effects

     —          (95.1     —          (95.1     —         (95.1

Other effects

     —          12.4       —          12.4       —         12.4  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total

   $ 340.6      $ (260.4   $ 12.7      $ 92.9     $ (175.6   $ (82.7
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Combination of Avantor S.A. and NuSil

For periods prior to September 30, 2016, Avantor S.A. and NuSil had simple capital structures except for the CPECs discussed below. On September 30, 2016, these two entities were merged. As a result, we combined their stockholders’ deficits into a single combined deficit. In addition, NuSil Investors held a 40% interest in a NuSil subsidiary during those periods which is presented as a noncontrolling interest.

CPECs were part of the historical capital structure of Avantor S.A. They were redeemable for cash, convertible into common units of Avantor S.A. and contractually linked to common units at a fixed ratio. Accordingly, the CPECs and the common units are accounted for as a single unit following GAAP applicable to redeemable common stock.

The following table presents the rollforward of CPECs:

 

     Year ended
December 31, 2016
 
(in millions)    Certificates      Amount  

Balance at January 1, 2016

     274.4      $ 1,038.0  

Adjustment to redemption value

     —          1,177.1  

Redemptions

     (119.7      (702.2

Conversions to common equity

     (154.7      (1,512.9
  

 

 

    

 

 

 

Balance at December 31, 2016

     —        $ —    
  

 

 

    

 

 

 

 

F-35


Table of Contents
15.

Accumulated other comprehensive income or loss

The following table presents changes in the components of AOCI, inclusive of noncontrolling interests:

 

(in millions)    Foreign
currency
translation
     Derivative
instruments
     Defined
benefit
plans
    Total  

Balance at December 31, 2015

   $ (41.3    $ —        $ 1.1     $ (40.2

Unrealized (loss) gain

     (6.0      —          5.0       (1.0

Reclassification of gain into earnings

     —          —          (2.2     (2.2

Income tax effects

     —          —          (0.7     (0.7
  

 

 

    

 

 

    

 

 

   

 

 

 

Balance at December 31, 2016

     (47.3      —          3.2       (44.1

Unrealized gain

     71.0        0.3        2.2       73.5  

Reclassification of loss (gain) into earnings

     —          0.1        (3.2     (3.1

Income tax effects

     —          (0.1      0.2       0.1  
  

 

 

    

 

 

    

 

 

   

 

 

 

Balance at December 31, 2017

     23.7        0.3        2.4       26.4  

Unrealized (loss) gain

     (82.7      3.0        (16.9     (96.6

Reclassification of gain into earnings

     —          (1.9      2.3       0.4  

Income tax effects

     —          (0.3      3.6       3.3  
  

 

 

    

 

 

    

 

 

   

 

 

 

Balance at December 31, 2018

   $ (59.0    $ 1.1      $ (8.6   $ (66.5
  

 

 

    

 

 

    

 

 

   

 

 

 

The reclassifications and income tax effects shown above were immaterial to the financial statements. The reclassifications were made to either cost of sales or selling, general and administrative expense depending upon the nature of the underlying transaction.

 

16.

Employee benefit plans

We sponsor many defined benefit plans across the globe. Those plans have resulted in significant obligations to pay benefits to current and former employees, many of which are at least partially funded with plan assets. Unless required otherwise, we typically seek to freeze the growth of defined benefit plans and close them to new participants. Defined benefit plans do not materially impact our earnings, and as a result, certain disclosures have been omitted.

 

F-36


Table of Contents

The following table presents information about our defined benefit plans:

 

     U.S. plans
Year ended
December 31,
    Non-U.S. plans
Year ended
December 31,
    Medical plan
Year ended
December 31,
 
(in millions)    2018     2017     2018     2017     2018     2017  

Benefit obligation:

            

Beginning balance

   $ 221.4     $ 10.6     $ 291.0     $ 47.6     $ 18.6     $ 16.7  

Acquisitions

     —         208.9       —         226.9       —         0.9  

Service cost

     3.1       0.7       4.5       1.2       0.3       0.2  

Interest cost

     7.7       1.1       5.2       1.3       0.6       0.6  

Employee contributions

     —         —         4.2       0.8       0.1       0.1  

Actuarial (gain) loss

     (12.8     2.2       (13.3     4.0       (1.4     0.7  

Benefits paid

     (18.5     (2.1     (5.9     (1.7     (0.5     (0.6

Settlements and curtailments

     —         —         (52.1     (1.1     —         —    

Currency translation

     —         —         (11.8     12.0       —         —    

Other

     2.4       —         (2.3     —         (1.1     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

     203.3       221.4       219.5       291.0       16.6       18.6  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Fair value of plan assets:

            

Beginning balance

     262.8       6.7       191.2       43.8       —         —    

Acquisitions

     —         250.7       —         132.9       —         —    

(Loss) return on plan assets

     (21.9     6.9       (0.9     4.5       —         —    

Employer contributions

     0.8       0.6       3.8       1.5       0.5       0.5  

Employee contributions

     —         —         4.2       0.8       —         0.1  

Benefits paid

     (18.5     (2.1     (5.9     (1.7     (0.5     (0.6

Settlements and curtailments

     —         —         (51.9     —         —         —    

Currency translation

     —         —         (7.7     9.4       —         —    

Other

     —         —         (0.5     —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

     223.2       262.8       132.3       191.2       —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Funded status at end of year

   $ 19.9     $ 41.4     $ (87.2   $ (99.8   $ (16.6   $ (18.6
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated benefit obligation

   $ 196.4     $ 220.9     $ 211.6     $ 280.2     $ 16.6     $ 17.6  

Amounts recorded in balance sheet:

            

Other assets

   $ 29.6     $ 55.8     $ 5.4     $ 3.8     $ —       $ —    

Other current liabilities

     (0.5     (0.5     (1.8     (0.9     (0.8     (0.8

Other liabilities

     (9.2     (13.9     (90.8     (102.7     (15.8     (17.8
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Funded status

   $ 19.9     $ 41.4     $ (87.2   $ (99.8   $ (16.6   $ (18.6
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Components of AOCI, excluding tax effects:

            

Actuarial (loss) gain

     (22.1     1.9       4.1       (5.2     6.7       5.5  

Prior service (loss) gain

     —         —         (0.1     0.8       0.8       1.0  

The following table presents the assumptions used to determine the benefit obligation:

 

     U.S. plans
December 31,
    Non-U.S. plans
December 31,
    Medical plan
December 31,
 
     2018     2017     2018     2017     2018     2017  

Discount rate

     4.4     3.7     2.3     2.0     4.2     3.5

Annual rate of salary increase

     —         —         2.5     1.6     —         —    

Health care cost trends:

            

Initial rate

     —         —         —         —         6.8     7.0

Ultimate rate

     —         —         —         —         4.5     4.5

Year ultimate rate is reached

     —         —         —         —         2031       2030  

 

F-37


Table of Contents

The effect of a one percent increase or decrease to health care cost trends at December 31, 2018 was not material to our benefit obligations.

The following table presents future benefits expected to be paid as of December 31, 2018:

 

(in millions)    U.S. plans      Non-U.S.
plans
     Medical
plan
 

2019

   $ 13.5      $ 6.9      $ 0.8  

2020

     13.3        6.4        0.9  

2021

     13.1        7.3        0.9  

2022

     12.8        7.6        1.0  

2023

     12.7        8.2        1.1  

2024 – 2028

     64.3        39.8        5.9  

We do not expect to make any material contributions to our defined benefit plans in 2019.

The following tables present information about plan assets by type:

 

     December 31, 2018      December 31, 2017  
(in millions)    Total      Level 1      Level 2      Level 3      Total      Level 1      Level 2      Level 3  

U.S. plans:

                       

Cash

   $ 1.2      $ 1.2      $ —        $ —        $ 1.4      $ 1.4      $ —        $ —    

Fixed income

     153.5        —          153.5        —          189.7        1.3        188.4        —    

Equity

     68.5        22.9        42.0        3.6        69.7        22.2        44.2        3.3  

Other

     —          —          —          —          2.0        2.0        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 223.2      $ 24.1      $ 195.5      $ 3.6      $ 262.8      $ 26.9      $ 232.6      $ 3.3  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Non-U.S. plans:

                       

Cash

   $ 2.3      $ 0.9      $ 1.4      $ —        $ 0.8      $ 0.8      $ —          —    

Fixed income

     34.2        —          34.2        —          37.7        —          37.7        —    

Equity

     25.2        —          25.2        —          70.3        —          70.3        —    

Other

     37.0        —          37.0           —          —          —          —    

Insurance contracts

     33.6        —          —          33.6        82.4        —          —          82.4  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 132.3      $ 0.9      $ 97.8      $ 33.6      $ 191.2      $ 0.8      $ 108.0      $ 82.4  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

For the U.S. plans, our primary investment strategy is to match the duration of plan assets with benefit obligations. This strategy, utilizing diversified fixed income funds, attempts to hedge the rate used to discount pension obligations. The fixed income funds invest in long duration investment grade corporate bonds primarily across industrial, financial and utilities sectors and is managed by a single institution. Surplus assets are invested in equity funds. We estimate the expected long-term rate of return on plan assets considering prior performance, the mix of assets and expectations for the long-term returns on those asset classes. Assets measured using Level 3 inputs were not material to the portfolio.

For the non-U.S. plans, in many cases we enter into insurance contracts to guarantee payment of benefits for an annual fee. Otherwise, our primary investment strategy is to seek a return on plan assets sufficient to achieve our long-term funding objectives. To seek this return, the non-U.S. plans invest significantly in global equity funds. Secondarily, we invest in fixed income funds to mitigate inflation and interest rate risk. These funds primarily invest in inflation-linked and other types of government bonds. We estimate the expected long-term rate of return on plan assets in a similar manner to the U.S. plans.

 

F-38


Table of Contents

The following table presents changes to plan assets of non-U.S. plans that were measured using level 3 inputs:

 

     Year ended December 31,  
(in millions)            2018                      2017          

Beginning balance

   $ 82.4      $ 43.8  

Acquisitions

     —          29.4  

Purchases

     6.4        2.0  

Actual returns

     1.2        1.1  

Settlements

     (54.8      (1.1

Currency translation

     (1.6      7.2  
  

 

 

    

 

 

 

Ending balance

   $ 33.6      $ 82.4  
  

 

 

    

 

 

 

 

17.

Share-based compensation

The following table presents information about stock-based compensation expense:

 

          Year ended December 31,  
(in millions)   

Classification

   2018      2017      2016  

2017 Plan and predecessors:

 

Stock options

   Equity    $ 13.6      $ 23.7      $ 10.1  

Optionholder awards

   Liability      5.2        15.6        9.0  

Other

   Equity      0.3        3.3        0.1  

NuSil plans:

 

Phantom units

   Liability      0.2        0.8        6.9  

Mirror units

   Equity      —          —          70.7  

SARs

   Equity      (0.9      4.8        1.9  
     

 

 

    

 

 

    

 

 

 

Total

   $ 18.4      $ 48.2      $ 98.7  
  

 

 

    

 

 

    

 

 

 

Financial statement classification:

 

Equity-classified

   $ 13.0      $ 31.8      $ 82.8  

Liability-classified

     5.4        16.4        15.9  

At December 31, 2018, unvested awards have remaining share-based compensation expense of $46.8 million to be recognized over a weighted average period of 2.8 years.

2017 Plan and predecessors

The 2017 Plan and its predecessors are a succession of three equity incentive plans sponsored by the ultimate parent of our business, which is currently Avantor, Inc. The 2017 Plan is our current, active plan that we use to provide share-based awards to management and consultants.

Under the 2017 Plan and its predecessors, awards for up to 33.0 million shares may be awarded to our management, directors and consultants. At December 31, 2018, 1.5 million shares were available for future issuance. The 2017 Plan will automatically terminate on December 13, 2027, and no award may be granted after this date.

 

F-39


Table of Contents

The following table presents the types of expense recognized for each award:

 

     Vesting from continuing service
Year ended December 31,
     Modifications
Year ended December 31,
 
(in millions)        2018              2017              2016              2017              2016      

Stock options

   $ 13.6      $ 5.3      $ 3.0      $ 18.4      $ 7.1  

Optionholder awards

     5.2        15.6        9.0        —          —    

Other

     0.3        0.7        0.1        2.6        —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 19.1      $ 21.6      $ 12.1      $ 21.0      $ 7.1  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

There were no modifications to share-based awards during 2018.

Stock options

The following table presents information about outstanding stock options:

 

(options and intrinsic value in millions)    Number of
options
     Weighted
average
exercise
price per
option
     Aggregate
intrinsic
value
     Weighted
average
remaining
term
 

Outstanding at December 31, 2017

     19.5      $ 14.12        

Granted

     3.5        23.21        

Forfeited

     (2.0      23.08        
  

 

 

          

Outstanding at December 31, 2018

     21.0        15.12      $ 84.9        7.5 years  
  

 

 

          

Expected to vest

     13.0        20.75        11.4        8.8 years  

Exercisable

     8.0        6.26        73.5        5.5 years  

Stock options issued under the 2017 Plan vest 60% based on service conditions and 40% based on performance conditions. The service condition vests in equal annual installments over four years. The performance conditions relate to the completion of a qualified initial public offering or a change of control prior to a certain date. No expense has been recognized to date for the portion of outstanding options that vests based on performance conditions. That portion had a grant date fair value of $31.6 million at December 31, 2018. Stock options issued under the predecessor plans generally vest in equal annual installments over four years. All options expire ten years after the date of grant and are net settled in shares upon exercise.

The following table presents weighted-average information about options granted:

 

     Year ended December 31,  
     2018     2017     2016  

Grant date fair value per option

   $ 5.53       4.61     $ 2.85  

Assumptions used to determine grant date fair value:

      

Expected stock price volatility

     51.3     44.9     25.0

Risk free interest rate

     2.9     2.2     1.5

Expected dividend rate

     nil       nil       nil  

Expected life of options

     6.3 years       6.3 years       6.3 years  

The following table presents other information about stock options:

 

     Year ended December 31,  
(in millions)    2018      2017      2016  

Fair value of options vested

   $ 47.4      $ 29.0      $ 37.9  

Intrinsic value of options exercised

     2.0        83.6        2.9  

Tax benefit of options exercised

     0.5        33.5        1.2  

 

F-40


Table of Contents

We modified outstanding stock options in 2017 and 2016 in connection with two legal entity restructurings and four distributions.

In the case of the two legal entity restructurings, the outstanding equity awards of predecessor plans were ultimately converted into awards of Avantor, Inc. common stock on a one-for-one basis. Significant amounts of expense were immediately recognized due to the acceleration of vesting terms and increases in the fair value of the business following the combination with NuSil and the VWR acquisition.

In the case of the four distributions, the Board of Directors determined that it would take the following actions in accordance with anti-dilution clauses in the option agreements:

 

   

In each case, cash was paid to vested optionholders as disclosed in note 7. We accounted for the cash payments as partial settlements of the options, not modifications, so no incremental expense was recognized.

 

   

For two of the four distributions, the exercise prices of the awards were reduced, which we accounted for as modifications that resulted in additional expense being immediately recognized.

Optionholder awards

The following table presents information about outstanding optionholder awards:

 

(dollars in millions)    Grant
date
fair value
     Weighted
average
remaining
term
 

Outstanding at December 31, 2017

   $ 15.5     

Payments

     (6.3   

Forfeitures

     (1.6   
  

 

 

    

Outstanding at December 31, 2018

   $ 7.6        0.9 years  
  

 

 

    

Of the outstanding amount at December 31, 2018 shown above, $3.0 million was included in other current liabilities representing unvested awards for which partial service had been provided.

NuSil plans

The NuSil plans comprise two individual plans of the NuSil Investors and one plan of NuSil under which employees, non-employees and consultants were issued awards in exchange for services. New awards are no longer being issued under these plans, and all outstanding awards under these plans have fully vested. Awards issued under the NuSil plans are no longer material following the September 2016 legal entity restructuring, so certain disclosures have been omitted on that basis.

The following table presents the types of expense recognized for each award:

 

     Recurring fair value measurements
Year ended December 31,
     Modifications
Year ended December 31,
 
(in millions)        2018              2017              2016              2017              2016      

Phantom units

   $ 0.2      $ —        $ 1.9      $ 0.8      $ 5.0  

SARs

     (0.9      4.8        1.9        —          —    

Mirror units

     —          —          30.0        —          40.7  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ (0.7    $ 4.8      $ 33.8      $ 0.8      $ 45.7  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

There were no modifications to share-based awards during 2018.

 

F-41


Table of Contents

Phantom units are rights to receive a cash payment based on the value of investments held by one of the NuSil Investors. Currently their value is based on shares of Avantor, Inc. junior convertible preferred stock and common stock, but previously their value was based on investments in other subsidiaries in our consolidated group. Phantom units also include rights to receive distributions on the related shares of our preferred and common stock. These units fully vested in connection with the September 2016 combination with NuSil. We classify these awards as liabilities and record expense each period to remeasure them at their fair value. At December 31, 2018, outstanding phantom units had an aggregate fair value of $3.1 million with no expiration. We are required to settle the phantom units in cash upon the earlier of the holder’s termination of employment or a change of control, each as defined in the NuSil plans. We paid cash of $0.6 million in 2018, $4.8 million in 2017 and $0.3 million in 2016 to settle phantom units for terminated employees.

SARs are fully-vested rights for the holder to receive cash from a NuSil investor equal to the excess of the fair value of the units of that investor over a base price. We classify these awards as equity and record expense each period to remeasure them at fair value. At December 31, 2018, outstanding SARs had an aggregate fair value of $21.8 million with no expiration. We have no obligation to pay cash to the holders upon settlement of these awards.

Mirror units grant holders the same rights and privileges as investments held by one of the NuSil Investors. These units fully vested in connection with the September 2016 merger with NuSil. Expense is no longer being recognized on these units, and we have no obligations to settle these units in cash.

We modified the phantom units and mirror units in November 2017 and September 2016 by changing the investments on which their value is based. Additional expense was immediately recognized for the phantom units at both times and for the mirror units in September 2016 due to increases in the fair value of those investments following the merger with NuSil and the VWR acquisition. The September 2016 modification to the mirror units additionally changed their classification from liability to equity.

 

18.

Other income or expense

The following table presents the components of other income or expense, net:

 

     Year ended December 31,  
(in millions)    2018      2017      2016  

Net foreign currency loss from financing activities

   $ (6.5    $ (5.5    $ (0.4

Income related to defined benefit plans

     3.4        3.4        0.2  

Net gain on settlement of derivatives, see note 21

     —          9.6        —    

Other

     (0.4      —          —    
  

 

 

    

 

 

    

 

 

 

Other (expense) income, net

   $ (3.5    $ 7.5      $ (0.2
  

 

 

    

 

 

    

 

 

 

Most of the net foreign currency remeasurement loss from financing activities in 2018 and 2017 was caused by the weakening of the U.S. dollar on unhedged intercompany loan positions as disclosed in note 5.

The income related to defined benefit plans primarily includes income from the expected return on defined benefit plan assets, partially offset by interest cost on defined benefit plan obligations.

 

19.

Income taxes

In 2017, tax reform legislation was enacted in the United States. The new legislation included a broad range of corporate tax reforms including:

 

   

a reduction of the U.S. federal corporate tax rate from 35% to 21% beginning in 2018;

 

F-42


Table of Contents
   

a one-time transition tax on undistributed foreign earnings and profits (15.5% for liquid assets and 8% for illiquid assets);

 

   

ongoing anti-base erosion provisions designed to tax foreign earnings generated without a large fixed asset base; and

 

   

new limitations on deductions for interest expense and net operating losses.

As a result of the new legislation, we recognized a provisional one-time income tax benefit in 2017 of $126.7 million, of which a $285.5 million benefit was caused by the remeasurement of our deferred tax assets and liabilities at the new corporate tax rate and a $158.8 million expense was caused by the one-time transition tax on our accumulated foreign undistributed earnings and profits.

In 2018, we finalized our provisional accounting, which included interpreting new transition tax regulations issued in 2018. In connection with this, we recorded an income tax benefit of $51.0 million related to the one-time transition tax and an income tax provision of $21.5 million related to deferred tax remeasurement. We utilized certain other tax attributes to further reduce our transition tax payable, resulting in a transition tax payable of $71.1 million at December 31, 2018.

Information about the statements of operations

The following table presents detail about captions appearing on the statements of operations:

 

     Year ended December 31,  
(in millions)    2018      2017      2016  

(Loss) income before income taxes:

        

United States

   $ (78.4    $ (441.8    $ (84.0

Foreign

     (35.4      (18.4      13.4  
  

 

 

    

 

 

    

 

 

 

Total

   $ (113.8    $ (460.2    $ (70.6
  

 

 

    

 

 

    

 

 

 

Income tax (expense) benefit:

        

Current income tax expense:

        

Federal

   $ (25.4    $ (101.1    $ (26.7

State

     (5.4      (0.3      (6.0

Foreign

     (46.2      (14.3      (8.1
  

 

 

    

 

 

    

 

 

 

Total

     (77.0      (115.7      (40.8
  

 

 

    

 

 

    

 

 

 

Deferred income tax benefit:

        

Federal

     64.5        349.8        21.7  

State

     3.7        22.9        4.4  

Foreign

     35.7        57.9        4.6  
  

 

 

    

 

 

    

 

 

 

Total

     103.9        430.6        30.7  
  

 

 

    

 

 

    

 

 

 

Total income tax benefit (expense)

   $ 26.9      $ 314.9      $ (10.1
  

 

 

    

 

 

    

 

 

 

 

F-43


Table of Contents

The following table presents the reconciliation of the income tax provision calculated at the United States federal corporate rate, which was 21% for 2018 and 35% for 2017 and 2016, to the amounts presented in the statements of operations:

 

     Year ended December 31,  
(in millions)    2018      2017      2016  

Income tax (benefit) provision at federal corporate rate

   $ (23.9    $ (161.1    $ (24.7

Noncontrolling interests not subject to tax

     —          —          13.4  

State income taxes, net of federal benefit

     2.3        (15.8      1.6  

Share-based compensation expense

     —          —          17.1  

Transaction costs

     —          16.1        2.9  

Rate changes related to U.S. tax reform

     21.5        (285.5      —    

Rate changes related to foreign jurisdictions

     —          (53.5      —    

Effect of one-time transition tax

     (51.0      158.8        —    

Foreign taxes

     —          4.1        —    

Valuation allowance

     23.7        12.8        —    

Changes to uncertain tax positions

     5.6        (0.8      2.2  

Foreign-derived intangible income deduction

     (3.7      —          —    

Other, net

     (1.4      10.0        (2.4
  

 

 

    

 

 

    

 

 

 

Income tax (benefit) provision

   $ (26.9    $ (314.9    $ 10.1  
  

 

 

    

 

 

    

 

 

 

Deferred taxes

The following table presents the significant components of deferred tax assets and liabilities:

 

     December 31,  
(in millions)    2018     2017  

Deferred tax assets:

    

Reserves and accrued expenses

   $ 50.1     $ 55.5  

Pension, postretirement, and environmental liabilities

     16.6       16.6  

Net operating loss and research and development carryforwards

     291.6       236.2  

Other

     13.3       16.0  
  

 

 

   

 

 

 

Deferred tax assets, gross

     371.6       324.3  

Less: valuation allowances

     197.8       183.9  
  

 

 

   

 

 

 

Deferred tax assets, net

     173.8       140.4  
  

 

 

   

 

 

 

Deferred tax liabilities:

    

Intangibles

     1,014.8       1,107.0  

Property, plant and equipment

     57.6       57.4  

Other

     —         2.0  
  

 

 

   

 

 

 

Deferred tax liabilities

     1,072.4       1,166.4  
  

 

 

   

 

 

 

Net deferred tax liability

   $ (898.6   $ (1,026.0
  

 

 

   

 

 

 

Classification in the consolidated balance sheets:

    

Other assets

   $ 8.9     $ 25.1  

Deferred income tax liabilities

     (907.5     (1,051.1
  

 

 

   

 

 

 

Net deferred tax liability

   $ (898.6   $ (1,026.0
  

 

 

   

 

 

 

The increase (decrease) to the valuation allowance was $13.9 million in 2018, $181.1 million in 2017 and $(4.2) million in 2016. The 2017 increase resulted from the VWR acquisition.

 

F-44


Table of Contents

At December 31, 2018, $164.1 million of the valuation allowances presented above relate to foreign net operating loss carryforwards that are not expected to be realized. We evaluate the realization of deferred tax assets by considering such factors as the reversal of existing taxable temporary differences, expected profitability by tax jurisdiction and available carryforward periods. The extent and timing of any such reversals will influence the extent of tax benefits recognized in a particular year. Should applicable losses, credits and deductions ultimately be realized, the resulting reduction in the valuation allowance would generally be recognized as an income tax benefit.

Uncertain tax positions

We file federal income tax returns in the United States and other tax returns in various states and international jurisdictions. In the normal course of business, we are subject to examination by taxing authorities throughout the world. We provide reserves for positions that are more likely than not to be overturned by a tax authority upon examination. Tax years are subject to examination in the United States since 2006 at federal level and since 2008 for certain states and in certain international jurisdictions since 2008.

The following table reflects changes to the reserve for uncertain tax positions, excluding accrued interest and penalties:

 

     Year ended December 31,  
(in millions)    2018      2017      2016  

Beginning balance

   $ 79.6      $ 10.7      $ 8.1  

Additions:

        

Acquisitions

     —          64.3        —    

Tax positions related to the current year

     6.9        6.4        0.7  

Tax positions related to prior years

     0.5        0.1        1.9  

Reductions:

        

Tax positions related to prior years

     (0.2      (0.6      —    

Settlements with taxing authorities

     —          (0.6      —    

Lapse of statutes of limitations

     (1.3      (1.2      —    

Currency translation

     (1.2      0.5        —    
  

 

 

    

 

 

    

 

 

 

Ending balance

   $ 84.3      $ 79.6      $ 10.7  
  

 

 

    

 

 

    

 

 

 

Accrued interest and penalties related to the reserve for uncertain tax positions were immaterial for all periods presented. We expect the change to the reserve for uncertain tax positions to be immaterial over the next twelve months.

The development of reserves for uncertain tax positions requires judgments about tax issues, potential outcomes and the timing of settlement discussions with tax authorities. If we were to prevail on all uncertain tax positions, we would recognize an income tax benefit.

Other matters

Undistributed earnings of foreign subsidiaries that are deemed to be permanently invested amount to $2,941.9 million at December 31, 2018. In addition to the one-time transition tax imposed on all accumulated foreign undistributed earnings through December 31, 2017, undistributed earnings of foreign subsidiaries as of December 31, 2018 may still be subject to certain taxes upon repatriation, primarily where foreign withholding taxes apply. We assert indefinite reinvestment related to investments in foreign subsidiaries. It is not practicable to calculate the unrecognized deferred tax liability on undistributed foreign earnings due to the complexity of the hypothetical calculation.

At December 31, 2018, we had federal net operating loss carryforwards of $138.1 million that primarily expire in 2037 and state net operating loss carryforwards of $419.4 million that expire at various times through 2037. In addition, we had foreign net operating loss carryforwards of $691.9 million, which predominantly have indefinite expirations.

 

F-45


Table of Contents
20.

Business combinations

The following table presents cash paid for acquisitions, net of cash acquired:

 

(in millions)    Year ended
December 31,
2017
 

VWR

   $ 6,579.8  

Other

     80.9  
  

 

 

 

Total

   $ 6,660.7  
  

 

 

 

VWR

On November 21, 2017, we acquired VWR. We determined that we were the accounting acquirer because: (i) we obtained control of VWR by transferring cash to purchase all of VWR’s issued and outstanding shares of common stock, and (ii) we satisfied all but one of the other qualitative criteria provided under GAAP.

VWR is a global manufacturer and distributor of laboratory and production products and services. We acquired VWR to improve our access to certain customers and geographies, to create a robust offering for the entire biopharmaceutical value chain and to generate significant cost synergies. We incurred transaction costs of $40.7 million in 2017 to complete the acquisition of VWR, excluding fees paid to New Mountain Capital and to refinance our debt and equity. The transaction costs are included in selling, general and administrative expenses on our statement of operations.

The following table presents the purchase price for VWR:

 

(in millions)    November 21,
2017
 

Cash paid to VWR stockholders

   $ 4,460.6  

Cash paid to extinguish debt and other liabilities

     2,256.2  

Less: cash acquired

     (137.0
  

 

 

 

Total

   $ 6,579.8  
  

 

 

 

The following table presents the allocation of the purchase price to the assets acquired and liabilities assumed:

 

(in millions)    November 21,
2017
 

Accounts receivable

   $ 784.9  

Inventory

     585.3  

Other current assets

     24.3  

Property, plant and equipment

     457.1  

Goodwill

     2,581.3  

Other intangible assets

     4,534.1  

Other assets

     69.3  

Accounts payable

     (455.1

Other current liabilities

     (295.8

Capital lease obligations

     (67.9

Deferred income tax liabilities

     (1,486.0

Other liabilities

     (151.7
  

 

 

 

Total

   $ 6,579.8  
  

 

 

 

The purchase price was allocated to identifiable assets acquired and liabilities assumed based on their fair value. The fair value of inventory was determined using a comparative sales method that stated inventory at its expected

 

F-46


Table of Contents

selling price less estimated selling costs and a reasonable profit on the selling effort, a level 3 measurement. The fair value of property, plant and equipment was determined at the individual asset level using a combination of cost, sales and income approaches, which we consider to be level 3 measurements. The fair value of other intangible assets was determined as follows:

 

   

Customer relationships were valued using the income approach, a level 3 measurement that assumed a weighted-average discount rate of 9.9% and a customer retention rate of 98%.

 

   

The VWR trade name was valued using the relief-from-royalty method, a level 3 measurement that assumed a weighted-average royalty rate of 2.2%.

 

   

Other identifiable intangible assets were valued primarily using a replacement cost method, a level 3 measurement.

The fair values of all other identifiable assets acquired and liabilities assumed were primarily based on their carrying values, which we consider to be level 2 measurements.

The purchase price for VWR was higher than the fair value of the acquired identifiable assets, resulting in goodwill, due to the value of anticipated commercial and cost synergies, the existence of intangible assets not recognizable under GAAP and other market factors. On October 1, 2018, we allocated goodwill of $1,412.1 million to the Americas, $1,156.9 million to Europe and $12.3 million to AMEA based on measurements performed on the acquisition date. We did not record any goodwill that we expect to be deductible for tax purposes.

The following table presents information about acquired identifiable intangible assets:

 

(dollars in millions)    Fair value      Weighted
average
estimated
life in years
 

Customer relationships

   $ 4,160.0        20.0  

VWR trade name

     270.0        6.4  

Developed technology

     94.6        8.0  

Other

     9.5        6.6  
  

 

 

    

Total

   $ 4,534.1        18.9  
  

 

 

    

Our 2017 results included net sales of $552.0 million and operating loss of $39.4 million from VWR.

The following table presents unaudited supplemental pro forma financial information as if the VWR acquisition had occurred on January 1, 2016:

 

     Year ended
December 31,
 
(in millions)    2017      2016  

Net sales

   $ 5,398.7      $ 5,135.9  

Net loss

     (120.8      (343.3

The pro forma financial information presented above has been prepared by combining our historical results and the historical results of VWR and further reflects the effect of purchase accounting adjustments. These results do not purport to be indicative of the results of operations which actually would have resulted had the acquisitions occurred on the date indicated above, or that may result in the future, and does not reflect potential synergies.

NuSil

On September 30, 2016, we merged with NuSil, a manufacturer of medical and space-grade silicones with applications in drug delivery, medical implants, general healthcare, skin care and advanced engineering. Because

 

F-47


Table of Contents

New Mountain Capital controlled both NuSil and us, we paid no cash to complete the combination. The combination was accounted for as a combination of entities under common control as described in note 1.

Other

Except for their impact on investing cash flows, no other business combinations nor their related costs were material individually or in the aggregate.

 

21.

Financial instruments and fair value measurements

Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable, debt, contingent consideration arrangements and derivative instruments.

Assets and liabilities for which fair value is only disclosed

The carrying amount of cash and cash equivalents was the same as its fair value and is a Level 1 measurement. The carrying amounts for trade accounts receivable and accounts payable approximated fair value due to their short-term nature and are Level 2 measurements.

The following table presents the carrying amounts and fair values of debt instruments:

 

     December 31, 2018      December 31, 2017  
(in millions)    Carrying
amount
     Fair value      Carrying
amount
     Fair value  

Receivables facility

   $ 104.0      $ 104.0      $ 70.8      $ 70.8  

Senior secured credit facilities:

           

Euro term loans

     1,078.0        1,063.2        1,201.2        1,210.2  

U.S. dollar term loans

     1,838.9        1,786.0        1,953.1        1,962.9  

4.75% secured notes

     572.5        581.2        600.6        605.7  

6% secured notes

     1,500.0        1,467.8        1,500.0        1,505.8  

9% unsecured notes

     2,000.0        1,998.5        2,000.0        1,982.6  

Other

     69.5        69.5        70.4        70.4  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 7,162.9      $ 7,070.2      $ 7,396.1      $ 7,408.4  
  

 

 

    

 

 

    

 

 

    

 

 

 

The fair values of debt instruments are based on standard pricing models that take into account the present value of future cash flows, and in some cases private trading data, which are Level 2 measurements.

Recurring fair value measurements with significant unobservable inputs

Certain of the business acquisitions we completed entitle the sellers to contingent consideration based on sales or earnings during a period of time following the acquisition.

The following table presents changes to contingent consideration liabilities:

 

     Year ended
December 31,
 
(in millions)    2018      2017  

Beginning balance

   $ 25.7      $ 19.1  

Acquisitions

     —          30.5  

Changes to estimated fair value

     1.5        (0.4

Cash payments

     (22.4      (23.7

Currency translation

     (0.4      0.2  
  

 

 

    

 

 

 

Ending balance

   $ 4.4      $ 25.7  
  

 

 

    

 

 

 

 

F-48


Table of Contents

We estimate the fair value of contingent consideration on a recurring basis using the average of probability-weighted potential payments specified in the purchase agreements, which are Level 3 measurements. Changes to the estimated fair value are recorded as earnings within selling, general and administrative expenses. The significant assumptions used in these calculations include forecasted results and the estimated likelihood for each performance scenario.

Derivative instruments and hedging activities

We engage in hedging activities to reduce our exposure to foreign currency exchange rates. Our hedging activities are designed to manage specific risks according to our strategies, as summarized below, which may change from time to time. Our hedging activities consist of the following:

 

   

Hedges of forecasted debt extinguishment — In 2017, we entered into foreign currency forward contracts to hedge foreign currency risks associated with the anticipated repayment of a portion of VWR’s euro-denominated debt in connection with our acquisition of VWR;

 

   

Economic hedges — We experience foreign currency exchange rate effects on our euro-denominated term loans and notes that move oppositely from a portfolio of euro-denominated intercompany loans. The currency effects for these non-derivative instruments are recorded through earnings in the period of change and significantly offset one another. Additional disclosures are provided in note 5; and

 

   

Other hedging activities — Some of our subsidiaries hedge short-term foreign-denominated business transactions and intercompany financing transactions using foreign currency forward contracts. These activities were not material to our consolidated financial statements.

Hedge of forecasted debt extinguishment

From August to November 2017, we entered into a series of foreign currency forward contracts with Goldman Sachs as previously described. None of these contracts were designated as hedges, so no amounts were deferred to AOCI. All of the contracts were settled in 2017.

The following table presents the classification and the amount of gain recognized in earnings:

 

(in millions)   Income statement classification     Year ended
December 31,
2017
 

Foreign currency forward contracts

    Other income or expense, net     $ 9.6  

 

22.

Leases

We lease offices, manufacturing plants, warehouses, vehicles, computers and equipment under operating leases. Operating lease expense was $48.4 million in 2018, $13.4 million in 2017 and $9.5 million in 2016.

The following table presents future minimum lease payments under operating leases:

 

(in millions)    December 31,
2018
 

2019

   $ 44.2  

2020

     34.1  

2021

     29.2  

2022

     25.7  

2023

     20.9  

Thereafter

     58.9  
  

 

 

 

Total minimum payments

   $ 213.0  
  

 

 

 

 

F-49


Table of Contents
23.

Related party disclosures

Related parties include our owners, directors, executive management and other parties that can exert influence on us. Transactions with related parties cannot be presumed to be carried out on an arm’s-length basis. Related party transactions exclude transactions eliminated in consolidation, compensation arrangements and other transactions occurring in the ordinary course of business.

New Mountain Capital

We have been controlled by New Mountain Capital since 2010. It holds approximately 40% ownership interest in us on an as-converted, fully-diluted basis and has the right to appoint five of our eleven board seats, ten of which are currently filled.

During the periods presented, we have been party to advisory agreements with New Mountain Capital. Under those agreements, we have been required to pay New Mountain Capital (i) an annual advisory fee of $1.0 million; (ii) a fee equal to 2% of the value of any acquisitions or financing transactions if the transaction value is greater than $20.0 million; and (iii) reimbursement of certain immaterial out-of-pocket expenses. In November 2017, the advisory agreement was amended so that any future transaction fees, other than defined exit events, are payable in shares of our common stock instead of cash. The advisory agreement automatically terminates immediately before completion of a qualified initial public offering, with no transaction fee payable for the offering. The advisory agreement also automatically terminates in connection with certain other exit events for which a transaction fee would be payable.

The following table presents the payments we have made under the advisory agreement:

 

     Year ended December 31,  
(in millions)    2018      2017      2016  

Annual advisory fees

   $ 1.0      $ 1.0      $ 1.0  

Transaction fees:

        

VWR acquisition

     —          180.0        —    

Debt refinancings

     —          12.5        27.3  
  

 

 

    

 

 

    

 

 

 

Total

   $ 1.0      $ 193.5      $ 28.3  
  

 

 

    

 

 

    

 

 

 

Additionally, we paid New Mountain Capital distributions of $1,278.9 million in 2017 and $98.0 million in 2016. No distributions were paid to New Mountain Capital in 2018.

New Mountain Capital was the primary holder of CPECs that were part of our previous capital structure. The CPECs were redeemable for cash based on a contractual formula. Under that formula, the redemption value of the CPECs increased significantly over their term. In 2016, we paid New Mountain Capital $691.0 million to redeem some of its CPECs, and the rest of the CPECs were converted to common equity.

Goldman Sachs

Goldman Sachs became a related party in 2017 in connection with our acquisition of VWR. It holds approximately 15% ownership interest in us on an as-converted, fully-diluted basis and has the right to appoint two of our eleven board seats, ten of which are currently filled.

We engaged Goldman Sachs as financial advisor for the VWR acquisition and the financial structuring to fund the acquisition. For the financial advisory and structuring services provided, Goldman Sachs was paid fees totaling $165.0 million. We also agreed to offer Goldman Sachs the right to act as (i) a lead book-running manager in the event of a future initial public offering or (ii) a financial advisor in the case of another type of sale or disposition. In accordance with that arrangement, we offered, and Goldman Sachs accepted our offer, to become a co-lead book-running manager for the initial public offering described in note 12.

 

F-50


Table of Contents

In connection with the issuance of our junior convertible preferred stock, Series A preferred stock, our secured and unsecured notes, as well as with the establishment of our senior secured credit facilities, Goldman Sachs acted as placement agent, initial purchaser and joint lead arranger, joint book runner and administrative agent, respectively. For these services, Goldman Sachs was paid underwriting, commitment, placement and other fees of $88.5 million. Goldman Sachs also executed our November 2018 debt repricing for a fee of $1.0 million. In addition, Goldman Sachs continues to serve as administrative agent and is a lender under our senior secured credit facilities, for which it receives fees and earns interest according to the terms and conditions of the senior secured credit facilities.

Goldman Sachs is a holder of series A preferred stock for which it accumulates yield payable in additional shares according to the terms and conditions of that agreement. In addition, Goldman Sachs is a holder of our junior convertible preferred stock.

In 2017, we entered into a series of foreign currency forward contracts with Goldman Sachs as described further in note 21. We settled all of those contracts and realized an aggregate gain of $9.6 million in 2017.

NuSil Investors

The NuSil Investors became a related party in 2016 in connection with our merger with NuSil. They hold approximately 7% ownership interest in us on an as-converted, fully-diluted basis but control none of our eleven board seats. The NuSil Investors sponsor two of our share-based compensation plans described in note 17. We did not engage in any other transactions with the NuSil Investors outside of the legal entity restructurings and distributions.

PSP Investments

PSP Investments became a related party in 2017 in connection with the financing for the VWR acquisition. It holds approximately 5% ownership interest in us on an as-converted, fully-diluted basis and controls one of our eleven board seats, ten of which are currently filled. It also holds a less than 5% portion of our U.S. dollar term loans.

In November 2017, we paid legal fees of $0.6 million on behalf of PSP Investments related to the financial structuring to fund the VWR acquisition.

Other

Some of our operating facilities are leased from shareholders of the NuSil Investors. We paid annual rent of $1.3 million each in 2018 and 2017 and $1.8 million in 2016 to use those facilities.

 

F-51


Table of Contents
24.

Unaudited quarterly financial information

 

(in millions)    First
quarter
    Second
quarter
    Third
quarter
    Fourth
quarter
 

Year ended December 31, 2018:

        

Net sales

   $ 1,418.3     $ 1,477.9     $ 1,494.2     $ 1,473.9  

Gross profit

     440.3       468.0       478.7       432.8  

Net (loss) income

     (41.2     (26.9     34.5       (53.3

Net loss available to common stockholders of Avantor, Inc.

     (104.5     (93.1     (34.4     (124.4

Loss per share, basic and diluted

     (0.79     (0.70     (0.26     (0.94

Year ended December 31, 2017:

        

Net sales

     151.8       182.9       183.0       729.7  

Gross profit

     66.5       87.2       85.9       193.2  

Net (loss) income

     (16.0     (10.0     6.1       (125.4

Net loss available to common stockholders of Avantor, Inc.

     (7.6     (4.0     4.3       (407.6

(Loss) earnings per share:

        

Basic

     (0.05     (0.03     0.03       (2.82

Diluted

     (0.05     (0.03     0.03       (2.82

 

25.

Condensed unconsolidated financial information of Avantor, Inc.

Pursuant to SEC regulations, the following presents condensed unconsolidated financial information of the registrant, Avantor, Inc., since November 21, 2017.

Avantor, Inc. was organized on May 3, 2017 and had no operations or holdings until the acquisition of VWR on November 21, 2017. At that time, Avantor, Inc. was added as the parent of our consolidated group in connection with our November 2017 legal entity restructuring (see note 14). The acquisition of VWR was partially funded by the issuance of debt by Avantor Inc.’s wholly-owned subsidiary Avantor Funding. Certain of those debt agreements prevent Avantor Funding from paying dividends or making other payments to Avantor, Inc., subject to limited exceptions. At December 31, 2018 and 2017, substantially all of Avantor, Inc.’s net assets were subject to those restrictions.

The following condensed unconsolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto because certain applicable disclosures are provided there. In these condensed unconsolidated financial statements, all of our subsidiaries are wholly-owned for the periods presented and presented as investments of Avantor, Inc. under the equity method. Under that method, the equity interest in subsidiaries’ assets and liabilities is stated as a net noncurrent asset at historical cost on the balance sheet.

No statements of operations are included because Avantor, Inc. had no revenues or expenses on a stand-alone basis for any of the periods presented. No statement of cash flows is presented for the year ended December 31, 2018 because Avantor Inc. had no cash activity on a stand-alone basis.

 

F-52


Table of Contents

Avantor, Inc.

Condensed unconsolidated balance sheet

 

     December 31,  
(in millions)    2018     2017  

Assets

    

Investment in unconsolidated subsidiaries

   $ 807.6     $ 969.6  
  

 

 

   

 

 

 

Total assets

   $ 807.6     $ 969.6  
  

 

 

   

 

 

 

Redeemable equity and stockholders’ deficit

    

Redeemable equity:

    

Series A preferred stock at redemption value, 2.3 and 2.0 shares outstanding

   $ 2,297.3     $ 2,027.8  

Junior convertible preferred stock, 1.7 shares outstanding, liquidation value $2,722.5

     1,562.0       1,562.0  
  

 

 

   

 

 

 

Total redeemable equity

     3,859.3       3,589.8  
  

 

 

   

 

 

 

Stockholders’ deficit:

    

Common stock including paid-in capital, 132.8 and 132.6 shares outstanding

     (2,746.8     (2,490.3

Accumulated deficit

     (238.4     (156.3

Accumulated other comprehensive (loss) income

     (66.5     26.4  
  

 

 

   

 

 

 

Total stockholders’ deficit

     (3,051.7     (2,620.2
  

 

 

   

 

 

 

Total redeemable equity and stockholders’ deficit

   $ 807.6     $ 969.6  
  

 

 

   

 

 

 

Avantor, Inc.

Condensed unconsolidated statement of cash flows

 

(in millions)    Forty-one
days ended
December 31,
2017
 

Cash flows from financing activities:

  

Issuance of series A preferred stock and warrants, net of fees

   $ 1,816.4  

Issuance of junior convertible preferred stock, net of fees

     1,232.6  

Contribution to unconsolidated subsidiaries

     (3,049.0
  

 

 

 

Net cash from financing activities

     —    

Cash, cash equivalents and restricted cash at beginning of period

     —    
  

 

 

 

Cash, cash equivalents and restricted cash at end of period

   $ —    
  

 

 

 

 

F-53


Table of Contents
26.

Valuation and qualifying accounts

The following table presents changes to our valuation and qualifying accounts:

 

(in millions)    Allowance for
doubtful
accounts
receivable
     Valuation
allowances on
deferred tax
assets
 

Balance on December 31, 2015

   $ 7.9      $ 7.0  

Charged to costs and expenses

     0.6        —    

Deductions(1)

     (1.2      (4.2
  

 

 

    

 

 

 

Balance on December 31, 2016

     7.3        2.8  

Acquisitions

     —          81.2  

Charged to costs and expenses

     0.8        99.9  

Deductions(1)

     (0.9      —    

Currency translation

     0.1        —    
  

 

 

    

 

 

 

Balance on December 31, 2017

     7.3        183.9  

Charged to costs and expenses

     3.6        18.8  

Deductions(1)

     0.6        —    

Currency translation

     (0.6      (4.9
  

 

 

    

 

 

 

Balance on December 31, 2018

   $ 10.9      $ 197.8  
  

 

 

    

 

 

 

 

(1)

For the allowance for doubtful accounts, deductions represent bad debts charged off, net of recoveries.

 

27.

Subsequent Events

We evaluated subsequent events through the original issuance date of March 15, 2019, the date on which the financial statements were issued, except for the stock split and authorized shares described below for which the date is May     , 2019.

Announcement of initial public offering

We filed and subsequently amended a registration statement with the SEC. The registration statement, as amended, contains preliminary prospectuses, subject to completion, for the initial public offering of shares of our common stock, a secondary offering of common shares held by certain of our owners, and an offering of shares of mandatory convertible preferred stock. Among other things, we expect that the offering process would result in:

 

   

Using a portion of the net proceeds to redeem outstanding shares of series A preferred stock at their redemption value plus a call premium (see note 14). Any remaining net proceeds would be used to repay indebtedness pro rata under our term loan facilities. The redemption of outstanding shares of series A preferred stock would eliminate the accumulation of yield on the series A preferred stock and provide additional income available to common stockholders;

 

   

Automatic conversion of all shares of junior convertible preferred stock into common stock upon consummation of the offering of common stock;

 

   

Satisfaction of a performance condition for certain of our share-based compensation awards, which will result in the immediate recognition of expense (see note 17); and

 

   

Termination of the advisory agreement with New Mountain Capital (see note 23).

Each of these events and the completion of the offering of mandatory convertible preferred stock is contingent upon the completion of our initial public offering of common stock.

 

F-54


Table of Contents

Stock split and authorized shares

On April 24, 2019, our Board of Directors approved a 5-for-1 split of our common stock, including outstanding stock-based instruments, and an increase to the authorized shares of our common stock and undesignated preferred stock to 750.0 million shares and 75.0 million shares, respectively. The stock split and changes to the authorized shares will become effective immediately prior to the close of our initial public offering. All shares of common stock, stock-based instruments and per-share data included in these financial statements give effect to the stock split, and the changes in authorized shares and have been adjusted retroactively for all periods presented.

 

F-55


Table of Contents

Avantor, Inc. and subsidiaries

Unaudited condensed consolidated balance sheets

 

(in millions)    March 31,
2019
     December 31,
2018
 

Assets

     

Current assets:

     

Cash and cash equivalents

   $ 143.9      $ 184.7  

Accounts receivable, net of allowances of $11.6 and $10.9

     980.7        931.2  

Inventory

     702.7        671.1  

Other current assets

     112.4        112.6  
  

 

 

    

 

 

 

Total current assets

     1,939.7        1,899.6  

Property, plant and equipment, net of accumulated depreciation of $244.6 and $225.8

     585.6        598.6  

Customer relationships, net of accumulated amortization of $468.4 and $412.5

     4,075.3        4,159.8  

Other intangible assets, net of accumulated amortization of $166.8 and $146.7

     383.4        405.9  

Goodwill

     2,766.1        2,784.7  

Other assets

     263.8        63.0  
  

 

 

    

 

 

 

Total assets

   $ 10,013.9      $ 9,911.6  
  

 

 

    

 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

F-56


Table of Contents

Avantor, Inc. and subsidiaries

Unaudited condensed consolidated balance sheets

 

(in millions)    March 31,
2019
    December 31,
2018
 

Liabilities, redeemable equity and stockholders’ deficit

    

Current liabilities:

    

Current portion of debt

   $ 44.4     $ 142.4  

Accounts payable

     564.8       557.4  

Employee-related liabilities

     121.7       144.9  

Accrued interest

     136.3       76.6  

Other current liabilities

     240.2       174.9  
  

 

 

   

 

 

 

Total current liabilities

     1,107.4       1,096.2  

Debt, net of current portion

     6,748.5       6,782.3  

Deferred income tax liabilities

     928.8       907.5  

Other liabilities

     436.5       318.0  
  

 

 

   

 

 

 

Total liabilities

     9,221.2       9,104.0  
  

 

 

   

 

 

 

Commitments and contingencies, see note 9

    

Redeemable equity:

    

Series A preferred stock at redemption value, 2.3 shares outstanding

     2,369.1       2,297.3  

Junior convertible preferred stock, 1.7 shares outstanding, liquidation value $2,722.5

     1,562.0       1,562.0  
  

 

 

   

 

 

 

Total redeemable equity

     3,931.1       3,859.3  
  

 

 

   

 

 

 

Stockholders’ deficit:

    

Common stock including paid-in capital, 132.8 shares outstanding

     (2,814.6     (2,746.8

Accumulated deficit

     (247.7     (238.4

Accumulated other comprehensive loss

     (76.1     (66.5
  

 

 

   

 

 

 

Total stockholders’ deficit

     (3,138.4     (3,051.7
  

 

 

   

 

 

 

Total liabilities, redeemable equity and stockholders’ deficit

   $ 10,013.9     $ 9,911.6  
  

 

 

   

 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

F-57


Table of Contents

Avantor, Inc. and subsidiaries

Unaudited condensed consolidated statements of operations

 

     Three months ended
March 31,
 
(in millions, except per share data)    2019     2018  

Net sales

   $ 1,480.1     $ 1,418.3  

Cost of sales

     1,004.9       978.0  
  

 

 

   

 

 

 

Gross profit

     475.2       440.3  

Selling, general and administrative expenses

     337.6       352.7  
  

 

 

   

 

 

 

Operating income

     137.6       87.6  

Interest expense

     (128.6     (128.3

Other expense, net

     (5.1     (4.4
  

 

 

   

 

 

 

Income (loss) before income taxes

     3.9       (45.1

Income tax (expense) benefit

     (10.1     3.9  
  

 

 

   

 

 

 

Net loss

     (6.2     (41.2

Accumulation of yield on series A preferred stock

     (71.8     (63.3
  

 

 

   

 

 

 

Net loss available to common stockholders

   $ (78.0   $ (104.5
  

 

 

   

 

 

 

Loss per share information, basic and diluted:

    

Loss per share

   $ (0.59   $ (0.79

Weighted average shares outstanding

     132.8       132.6  

Unaudited pro forma loss per share, see note 4

   $ (0.02  

Avantor, Inc. and subsidiaries

Unaudited condensed consolidated statements of comprehensive income or loss

 

     Three months ended
March 31,
 
(in millions)    2019     2018  

Net loss

   $ (6.2   $ (41.2
  

 

 

   

 

 

 

Other comprehensive (loss) income:

    

Foreign currency translation — unrealized (loss) gain

     (8.9     28.2  

Derivative instruments:

    

Unrealized (loss) gain

     (0.3     1.0  

Reclassification of gain into earnings

     (0.3     (0.3

Defined benefit plans:

    

Unrealized loss

     (0.1     (0.1

Reclassification of gain into earnings

     (0.2     (0.3
  

 

 

   

 

 

 

Other comprehensive (loss) income before income taxes

     (9.8     28.5  

Income tax benefit (expense)

     0.2       (0.2
  

 

 

   

 

 

 

Other comprehensive (loss) income

     (9.6     28.3  
  

 

 

   

 

 

 

Comprehensive loss

   $ (15.8   $ (12.9
  

 

 

   

 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

F-58


Table of Contents

Avantor, Inc. and subsidiaries

Unaudited condensed consolidated statements of redeemable equity and stockholders’ deficit

 

     Redeemable equity      Stockholders’ deficit  
(in millions)    Series A
preferred
stock
     Junior
convertible
preferred
stock
     Total      Common
stock
including
paid-in
capital
    Accumulated
deficit
    AOCI     Total  

Balance at December 31, 2018

   $ 2,297.3      $ 1,562.0      $ 3,859.3      $ (2,746.8   $ (238.4   $ (66.5   $ (3,051.7

Cumulative effect of new accounting standard, see note 1

     —          —          —          —         (3.1     —         (3.1

Comprehensive loss

     —          —          —          —         (6.2     (9.6     (15.8

Share-based compensation expense

     —          —          —          4.0       —         —         4.0  

Accumulation of yield

     71.8        —          71.8        (71.8     —         —         (71.8
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2019

   $ 2,369.1      $ 1,562.0      $ 3,931.1      $ (2,814.6   $ (247.7   $ (76.1   $ (3,138.4
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

   $ 2,027.8      $ 1,562.0      $ 3,589.8      $ (2,490.3   $ (156.3   $ 26.4     $ (2,620.2

Cumulative effect of new accounting standard, see note 1

     —          —          —          —         4.8       —         4.8  

Comprehensive (loss) income

     —          —          —          —         (41.2     28.3       (12.9

Share-based compensation expense

     —          —          —          3.9       —         —         3.9  

Accumulation of yield

     63.3        —          63.3        (63.3     —         —         (63.3
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2018

   $ 2,091.1      $ 1,562.0      $ 3,653.1      $ (2,549.7   $ (192.7   $ 54.7     $ (2,687.7
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

F-59


Table of Contents

Avantor, Inc. and subsidiaries

Unaudited condensed consolidated statements of cash flows

 

     Three months ended
March 31,
 
(in millions)    2019     2018  

Cash flows from operating activities:

    

Net loss

   $ (6.2   $ (41.2

Reconciling adjustments:

    

Depreciation and amortization

     98.3       101.8  

Share-based compensation expense

     4.8       4.5  

Deferred income tax benefit

     (21.5     (21.4

Amortization of deferred financing costs

     10.4       10.4  

Changes in assets and liabilities:

    

Accounts receivable

     (54.2     (1.1

Inventory

     (41.2     13.7  

Accounts payable

     10.2       (26.9

Other assets and liabilities

     65.2       0.5  

Other, net

     9.2       5.9  
  

 

 

   

 

 

 

Net cash provided by operating activities

     75.0       46.2  
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Capital expenditures

     (12.4     (12.3

Other

     4.5       0.5  
  

 

 

   

 

 

 

Net cash used in investing activities

     (7.9     (11.8
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Debt borrowings

     3.6       —    

Debt repayments

     (109.7     (72.8

Payments of contingent consideration

     —         (5.0
  

 

 

   

 

 

 

Net cash used in financing activities

     (106.1     (77.8
  

 

 

   

 

 

 

Effect of currency rate changes on cash, restricted cash and equivalents

     (1.8     2.9  
  

 

 

   

 

 

 

Net change in cash, restricted cash and equivalents

     (40.8     (40.5

Cash, restricted cash and equivalents, beginning of period

     187.7       188.5  
  

 

 

   

 

 

 

Cash, restricted cash and equivalents, end of period

   $ 146.9     $ 148.0  
  

 

 

   

 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

F-60


Table of Contents

Avantor, Inc. and subsidiaries

Notes to unaudited condensed consolidated financial statements

 

1.

Nature of operations and presentation of financial statements

We are a global manufacturer, distributor and service provider that develops integrated solutions for the biopharmaceutical, healthcare, education & government and advanced technologies & applied materials industries. We have global operations and an extensive product portfolio. We strive to enable customer success through innovation, cGMP manufacturing and comprehensive service offerings.

We are controlled by a group of investors led by New Mountain Capital.

Basis of presentation

We have prepared these condensed consolidated financial statements pursuant to SEC regulations whereby certain information normally included in GAAP financial statements has been condensed or omitted. The financial information presented herein reflects all adjustments (consisting only of normal, recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results for interim periods are not necessarily indicative of the results to be expected for the full year.

We believe that the disclosures included herein are adequate to make the information presented not misleading in any material respect when read in conjunction with the audited consolidated financial statements and notes thereto included elsewhere in this prospectus. Those audited consolidated financial statements include a summary of our significant accounting policies, updates to which are included in note 2.

We report three geographic segments based on customer location: the Americas, Europe and AMEA.

These financial statements reflect the adoptions of a new revenue recognition standard at January 1, 2018 and a new lease standard at January 1, 2019. Information about the new revenue recognition standard is disclosed in the audited consolidated financial statements and notes thereto included elsewhere in this prospectus. Information about the new lease standard is disclosed in note 3.

For all periods presented, except where indicated, all share and per share information has been adjusted for a proposed stock split that was approved by our board on April 24, 2019 (see note 16).

Principles of consolidation

All intercompany balances and transactions have been eliminated from the financial statements.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, expenses, income and loss during the reporting periods. Actual results could differ from those estimates.

 

2.

Summary of significant accounting policies

Leases

We primarily enter into real estate leases for manufacturing, warehousing and commercial office space to support our global operations. We also enter into vehicle and equipment leases to support those operations.

 

F-61


Table of Contents

We determine if an arrangement is a lease at inception. Short-term leases, defined as having an initial term of twelve months or less, are expensed as incurred and not recorded on the balance sheet. We record the value of all other leased assets and lease liabilities as assets and liabilities on the balance sheet. Information about the amount and classification of lease assets and liabilities is included in note 15.

At inception, lease assets and liabilities are measured at the present value of future lease payments over the lease term. As most of our leases do not provide an implicit rate, we exercise judgment in selecting the incremental borrowing rate based on the information available at inception to determine the present value of future payments. Operating lease assets are further adjusted for lease incentives and initial direct costs.

Our lease terms may include options to extend or terminate the lease. We exercise judgment to calculate the term of those leases when extension or termination options are present and include such options in the calculation of the lease term when it is reasonably certain that we will exercise those options. Operating lease expense is recognized on a straight-line basis over the lease term, except for variable rent which is expensed as incurred. Short-term lease and variable rent expense was immaterial to the financial statements and has been included within operating lease expense. Finance lease expense includes depreciation, which is recognized on a straight-line basis over the expected life of the leased asset, and interest expense, which is recognized following an effective interest rate method.

Some of our lease agreements include both lease and non-lease components. We account for those components separately for real estate leases and as a combined single lease component for all other types of leases.

 

3.

New accounting standards

In February 2016, the FASB issued a new standard related to leases. Most prominent for us among the changes in the standard is the recognition of lease assets and lease liabilities for leases classified as operating leases. Our accounting for finance leases was substantially unchanged.

The standard also expanded disclosures to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. Those new disclosures are provided in notes 2 and 15. We adopted the standard effective January 1, 2019 using a modified retrospective transition approach by applying the new standard to all leases existing at January 1, 2019.

We elected to utilize the package of practical expedients permitted under the transition guidance in the standard which allowed us to not reassess (i) whether any expired or existing contracts contain leases, (ii) historical lease classification, and (iii) initial direct costs.

The most significant impacts upon adoption were: (i) a $3.1 million cumulative effect adjustment to increase accumulated deficit and, (ii) recognition of $155.0 million of operating lease assets and $162.5 million of operating lease liabilities. Other impacts included adjustments to existing finance lease assets and liabilities, recognition of deferred income tax assets and a similar amount of deferred income tax liabilities, and derecognition of prepaid rent expense assets, none of which were material.

There were no other new accounting standards that had a material impact to our financial position or results of operations upon adoption in 2019.

 

4.

Loss per share

For all periods presented, basic and diluted loss per share calculations were the same because we reported a net loss available to common stockholders.

Stock options for 21.0 million and 20.0 million shares of common stock were excluded from the calculations of diluted loss per share for the three months ended March 31, 2019 and 2018, respectively, because the effect would have been anti-dilutive.

 

F-62


Table of Contents

Pro forma loss per share

Unaudited pro forma loss per share was computed to give effect to the conversion of the junior convertible preferred stock and redemption of the series A preferred stock with a portion of net proceeds from the initial public offering. The following table presents the reconciliation of diluted loss per share to unaudited pro forma loss per share for the three months ended March 31, 2019 as if the conversion and redemption had occurred on January 1, 2019:

 

(in millions, except per share data)    Loss      Weighted
average
shares
outstanding
     Loss per
share
 

Diluted

   $ (78.0      132.8      $ (0.59

Assumed redemption of series A preferred stock

     71.8        121.5     

Assumed conversion of junior convertible preferred stock

     —          139.6     
  

 

 

    

 

 

    

Unaudited pro forma

   $ (6.2      393.9      $ (0.02
  

 

 

    

 

 

    

 

5.

Segment financial information

The following tables present information by reportable segment:

 

     Three months ended
March 31,
 
(in millions)    2019      2018  

Net sales:

     

Americas

   $ 857.3      $ 807.4  

Europe

     542.1        538.1  

AMEA

     80.7        72.8  
  

 

 

    

 

 

 

Total

   $ 1,480.1      $ 1,418.3  
  

 

 

    

 

 

 

Management EBITDA:

     

Americas

   $ 173.1      $ 134.3  

Europe

     93.2        88.9  

AMEA

     18.8        17.0  

Corporate

     (19.7      (15.5
  

 

 

    

 

 

 

Total

   $ 265.4      $ 224.7  
  

 

 

    

 

 

 

The amounts above exclude inter-segment activity because it is not material. All of the net sales for each segment are from external customers.

 

F-63


Table of Contents

The following table presents the reconciliation of Management EBITDA from net loss, the nearest measurement under GAAP:

 

     Three months
ended March 31,
 
(in millions)    2019      2018  

Net loss

   $ (6.2    $ (41.2

Interest expense

     128.6        128.3  

Income tax expense (benefit)

     10.1        (3.9

Depreciation and amortization

     98.3        101.8  

Net foreign currency loss from financing activities

     6.2        6.9  

Share-based compensation expense

     4.8        4.5  

Restructuring and severance charges

     5.5        7.5  

Purchase accounting adjustments

     (0.8      10.3  

VWR transaction expenses

     0.7        (0.1

VWR integration and planning expenses

     5.6        7.3  

Write-offs of working capital and other assets

     7.5        —    

Other

     5.1        3.3  
  

 

 

    

 

 

 

Management EBITDA

   $ 265.4      $ 224.7  
  

 

 

    

 

 

 

The following table presents net sales by product line:

 

     Three months ended
March 31,
 
(in millions)    2019      2018  

Proprietary materials & consumables

   $ 487.7      $ 458.2  

Third-party materials & consumables

     698.6        679.7  

Services

     75.0        73.4  

Equipment & instrumentation

     218.8        207.0  
  

 

 

    

 

 

 

Total

   $ 1,480.1      $ 1,418.3  
  

 

 

    

 

 

 

 

6.

Supplemental disclosures of cash flow information

The following tables present supplemental disclosures of cash flow information:

 

(in millions)    March 31,
2019
     December 31,
2018
 

Cash and cash equivalents

   $ 143.9      $ 184.7  

Restricted cash classified as other assets

     3.0        3.0  
  

 

 

    

 

 

 

Total

   $ 146.9      $ 187.7  
  

 

 

    

 

 

 

 

     Three months ended
March 31,
 
(in millions)    2019      2018  

Cash flows from operating activities:

     

Cash paid for income taxes, net

   $ 19.7      $ 11.5  

Cash paid for interest

     58.6        61.2  

Noncash financing activities:

     

Deferred offering costs

     5.7        —    

 

F-64


Table of Contents
7.

Inventory

The following table presents components of inventory:

 

(in millions)    March 31,
2019
     December 31,
2018
 

Merchandise inventory

   $ 435.7      $ 409.0  

Finished goods

     109.0        122.9  

Raw materials

     122.7        105.2  

Work in process

     35.3        34.0  
  

 

 

    

 

 

 

Total

   $ 702.7      $ 671.1  
  

 

 

    

 

 

 

 

8.

Restructuring and severance

The following table presents restructuring and severance charges by plan:

 

     Three months ended
March 31,
 
(in millions)    2019      2018  

2017 value capture program

   $ 5.1      $ 5.6  

Other

     0.4        1.9  
  

 

 

    

 

 

 

Total

   $ 5.5      $ 7.5  
  

 

 

    

 

 

 

2017 value capture program

We have implemented a program to spend up to $215 million over a three-year period to optimize our sales, gross margins and operating costs. The spending will include up to $90 million for capital expenditures and up to $125 million for employee severance and related costs, facility closure and other charges. Our plans include combining sales and marketing resources, eliminating redundant corporate functions, optimizing procurement and our manufacturing footprint, and implementing best practices throughout the organization. We expect all synergies and cost savings to be fully realized by 2021.

The following table presents information about charges under the 2017 value capture program:

 

                   March 31, 2019  
     Three months ended
March 31,
     Charges
incurred
to date
     Expected
remaining
charges
     Total
expected
charges
 
(in millions)    2019      2018  

Employee severance and related

   $ 4.9      $ 5.6      $ 71.1      $ 21.9      $ 93.0  

Facility closure

     0.2        —          1.4        0.6        2.0  

Other

     —          —          28.4        1.6        30.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 5.1      $ 5.6      $ 100.9      $ 24.1      $ 125.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Americas

   $ 0.8      $ 2.1      $ 41.4      $ 5.6      $ 47.0  

Europe

     4.3        3.5        44.9        9.1        54.0  

AMEA

     —          —          0.8        1.2        2.0  

Corporate

     —          —          13.8        8.2        22.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 5.1      $ 5.6      $ 100.9      $ 24.1      $ 125.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other charges in the table above were to write-down the carrying value of assets we plan to close or sell under the program as well as expense related to a voluntary early retirement program under one of our pension plans in the United States. These charges do not impact the accrued restructuring charges shown in the following table.

 

F-65


Table of Contents

The following table presents changes to accrued employee severance and related charges under the 2017 value capture program, which are primarily classified as employee-related current liabilities:

 

(in millions)    Employee
severance and
related
 

Balance at December 31, 2018

   $ 33.6  

Charges

     4.9  

Cash payments

     (12.4

Currency translation

     (0.5
  

 

 

 

Balance at March 31, 2019

   $ 25.6  
  

 

 

 

 

9.

Commitments and contingencies

Our business involves commitments and contingencies related to compliance with environmental laws and regulations, the manufacture and sale of products, employment arrangements, litigation and a recently announced initial public offering. The ultimate resolution of contingencies is subject to significant uncertainty, and it is reasonably possible that contingencies could be decided unfavorably for us. We have also entered into lease commitments as disclosed in note 15.

Environmental laws and regulations

Our environmental liabilities are subject to changing governmental policy and regulations, discovery of unknown conditions, judicial proceedings, method and extent of remediation, existence of other potentially responsible parties and future changes in technology. We believe that known and unknown environmental matters, if not resolved favorably, could have a material effect on our financial position, liquidity and profitability.

Mallinckrodt indemnification

In 2010, New Mountain Capital acquired us from Covidien plc in accordance with a stock purchase agreement dated May 25, 2010. At that time, we were organized as Mallinckrodt Baker, Inc. or MBI. Pursuant to the terms of that agreement, we are entitled to various levels of indemnification with respect to environmental liabilities involving the former MBI operations. In 2013, in connection with the Covidien plc divestiture of Mallinckrodt Group S.a.r.l and Mallinckrodt LLC, together “Mallinckrodt,” and by a second amendment to the stock purchase agreement dated June 6, 2013, but effective upon the consummation of the divestiture, Covidien plc assigned its obligations as described herein to Mallinckrodt, and Mallinckrodt assumed those obligations from Covidien plc. As a result of the stock purchase agreement and assignment, Mallinckrodt is contractually obligated to indemnify and defend us for all off-site environmental liabilities (for example, Superfund or Comprehensive Environmental Response, Compensation, and Clean-up Act type liabilities) arising from the pre-closing disposal of chemicals or wastes by former MBI operations.

In connection with environmental liabilities arising from pre-closing noncompliance with environmental laws, Mallinckrodt is contractually obligated to reimburse us for a percentage of the total liability, with such reimbursements made through disbursements from a $30.0 million environmental escrow established at the time of the closing. Specifically, Mallinckrodt will be responsible for reimbursement of 80% of the total costs up to $40.0 million of such environmental liabilities, 50% of the next $40.0 million of such environmental liabilities and 100% of the next $30.0 million of such environmental liabilities in the aggregate. Currently, reimbursements are 80% of the amounts spent by us, with reimbursements and settlements to date exceeding $12.0 million. In addition, in connection with operation and maintenance activities required pursuant to administrative consent orders and subsequently issued remedial action permits involving our Phillipsburg, New Jersey, facility, amounts in excess of $0.3 million per year are also subject to reimbursement, currently at the 80% level.

 

F-66


Table of Contents

In a separate matter, in 2013, we reached a settlement with Mallinckrodt whereby in exchange for a payment of $4.0 million, all claims regarding non-compliance with process safety management laws and regulations are deemed resolved. We used the settlement proceeds to establish a reserve of $4.0 million and have since made payments of $1.4 million to address safety related matters, which has reduced the balance of the reserve to $2.6 million as of March 31, 2019.

Other noteworthy matters

The New Jersey Department of Environmental Protection has ordered us to remediate groundwater conditions near our plant in Phillipsburg, New Jersey. This matter is covered by the indemnification arrangement previously described. At March 31, 2019, our accrued obligation under this order is $3.5 million, which is calculated based on expected cash payments discounted at rates ranging from 2.0% in 2019 to 3.0% in 2045. The undiscounted amount of that obligation is $4.7 million.

In 2016, we assessed the environmental condition of our chemical manufacturing site in Gliwice, Poland. Our assessment revealed specific types of soil and groundwater contamination throughout the site. We are also monitoring the condition of a closed landfill on that site. These matters are not covered by our indemnification arrangement because they relate to an operation we subsequently acquired. At March 31, 2019, our balance sheet includes a liability of $3.6 million for remediation and monitoring costs. That liability is estimated primarily on expected remediation payments discounted through 2020 and is not materially different than its undiscounted amount.

Manufacture and sale of products

Our business involves risk of product liability, patent infringement and other claims in the ordinary course of business arising from the products that we produce ourselves or obtain from our suppliers, as well as from the services we provide. Our exposure to such claims may increase to the extent that we expand our manufacturing operations or service offerings.

We maintain insurance policies to protect us against these risks, including product liability insurance. In many cases the suppliers of products we distribute have indemnified us against such claims. Our insurance coverage or indemnification agreements with suppliers may not be adequate in all pending or any future cases brought against us. Furthermore, our ability to recover under any insurance or indemnification arrangements is subject to the financial viability of our insurers, our suppliers and our suppliers’ insurers, as well as legal enforcement under the local laws governing the arrangements.

We have entered into indemnification agreements with customers of our self-manufactured products to protect them from liabilities and losses arising from our negligence, willful misconduct or sale of defective products. To date, we have not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions.

Litigation

At March 31, 2019, there was no outstanding litigation that we believe would result in material losses if decided against us, and we do not believe that there are any unasserted matters that are reasonably possible to result in a material loss.

 

F-67


Table of Contents
10.

Debt

The following table presents information about our debt:

 

    

March 31, 2019

    December 31,
2018
 
(dollars in millions)   

Interest terms

   Rate      Amount  

Receivables facility

  

LIBOR plus 1.75%

     4.24%      $ 3.0     $ 104.0  

Senior secured credit facilities:

          

Euro term loans

   EURIBOR plus 3.75%      3.75%        1,054.4       1,078.0  

U.S. dollar term loans

   LIBOR plus 3.75%      6.25%        1,834.0       1,838.9  

4.75% secured notes

  

fixed rate

     4.75%        561.5       572.5  

6% secured notes

  

fixed rate

     6.00%        1,500.0       1,500.0  

9% unsecured notes

  

fixed rate

     9.00%        2,000.0       2,000.0  

Other

 

     68.2       69.5  
  

 

 

   

 

 

 

Total debt, gross

 

     7,021.1       7,162.9  

Less: unamortized deferred financing costs

 

     (228.2     (238.2
  

 

 

   

 

 

 

Total debt

 

   $ 6,792.9     $ 6,924.7  
  

 

 

   

 

 

 

Classification on balance sheets:

 

Current portion of debt

 

   $ 44.4     $ 142.4  

Debt, net of current portion

 

     6,748.5       6,782.3  

Credit facilities

The following table presents availability under our credit facilities:

 

     March 31, 2019  
(in millions)    Receivables
facility
     Revolving credit
facility
     Total  

Current availability

   $ 250.0      $ 250.0      $ 500.0  

Undrawn letters of credit outstanding

     (12.6      (16.7      (29.3

Outstanding borrowings

     (3.0      —          (3.0
  

 

 

    

 

 

    

 

 

 

Unused availability

   $ 234.4      $ 233.3      $ 467.7  
  

 

 

    

 

 

    

 

 

 

Maximum availability

   $ 250.0      $ 250.0      $ 500.0  

Current availability under the receivables facility depends upon maintaining a sufficient borrowing base of eligible accounts receivable. At March 31, 2019, $415.7 million of accounts receivable were available as collateral under the facility.

 

11.

Accumulated other comprehensive income or loss

The following table presents changes in the components of AOCI:

 

(in millions)    Foreign
currency
translation
     Derivative
instruments
     Defined
benefit plans
     Total  

Balance at December 31, 2018

   $ (59.0    $ 1.1      $ (8.6    $ (66.5

Unrealized loss

     (8.9      (0.3      (0.1      (9.3

Reclassification of gain into earnings

     —          (0.3      (0.2      (0.5

Income tax benefit

     —          0.2        —          0.2  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at March 31, 2019

   $ (67.9    $ 0.7      $ (8.9    $ (76.1
  

 

 

    

 

 

    

 

 

    

 

 

 

 

F-68


Table of Contents
(in millions)    Foreign
currency
translation
     Derivative
instruments
     Defined
benefit plans
     Total  

Balance at December 31, 2017

   $ 23.7      $ 0.3      $ 2.4      $ 26.4  

Unrealized gain (loss)

     28.2        1.0        (0.1      29.1  

Reclassification of gain into earnings

     —          (0.3      (0.3      (0.6

Income tax expense

     —          (0.2      —          (0.2
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at March 31, 2018

   $ 51.9      $ 0.8      $ 2.0      $ 54.7  
  

 

 

    

 

 

    

 

 

    

 

 

 

The reclassifications and income tax effects shown above were immaterial to the financial statements. The reclassifications were made to either cost of sales or SG&A expenses depending upon the nature of the underlying transaction.

 

12.

Other expense, net

The following table presents the components of other expense, net:

 

     Three months ended
March 31,
 
(in millions)    2019      2018  

Net foreign currency loss from financing activities

   $ (6.2    $ (6.9

Income related to defined benefit plans

     1.3        2.5  

Other

     (0.2      —    
  

 

 

    

 

 

 

Other expense, net

   $ (5.1    $ (4.4
  

 

 

    

 

 

 

 

13.

Income taxes

The following table presents the relationship between income tax expense or benefit and income or loss before income taxes:

 

     Three months ended
March 31,
 
(in millions)    2019      2018  

Income tax (expense) benefit

   $ (10.1    $ 3.9  

Income (loss) before income taxes

     3.9        (45.1

Income tax expense or benefit in the quarter is based upon the estimated income or loss for the year. The composition of the income or loss in different countries, and adjustments, if any, in the applicable quarterly periods influences our expense or benefit. Because of the anomalies of losses to the effective rate and the inclusion in the prior year of the resolution of 2017 US tax law changes, a prior year comparison is not meaningful.

The relationship between pretax income or loss and income tax expense or benefit is greatly affected by the impact of losses for which we cannot claim tax benefit, non-deductible expenses, and other items that increase tax expense without a relationship to income such as withholding taxes and changes with respect to uncertain tax positions.

 

14.

Financial instruments and fair value measurements

Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable, debt, contingent consideration arrangements and derivative instruments.

 

F-69


Table of Contents

Assets and liabilities for which fair value is only disclosed

The carrying amount of cash and cash equivalents was the same as its fair value and is a Level 1 measurement. The carrying amounts for trade accounts receivable and accounts payable approximated fair value due to their short-term nature and are Level 2 measurements.

The following table presents the carrying amounts and fair values of debt instruments:

 

     March 31, 2019      December 31, 2018  
(in millions)    Carrying
amount
     Fair value      Carrying
amount
     Fair value  

Receivables facility

   $ 3.0      $ 3.0      $ 104.0      $ 104.0  

Senior secured credit facilities:

           

Euro term loans

     1,054.4        1,056.4        1,078.0        1,063.2  

U.S. dollar term loans

     1,834.0        1,830.6        1,838.9        1,786.0  

4.75% secured notes

     561.5        584.8        572.5        581.2  

6% secured notes

     1,500.0        1,558.2        1,500.0        1,467.8  

9% unsecured notes

     2,000.0        2,169.0        2,000.0        1,998.5  

Other

     68.2        68.2        69.5        69.5  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 7,021.1      $ 7,270.2      $ 7,162.9      $ 7,070.2  
  

 

 

    

 

 

    

 

 

    

 

 

 

The fair values of debt instruments are based on standard pricing models that take into account the present value of future cash flows, and in some cases private trading data, which are Level 2 measurements.

 

15.

Leases

The following table presents lease assets and liabilities and their balance sheet classification:

 

(in millions)   

Classification

   March 31,
2019
 

Operating leases:

     

Lease assets

   Other assets    $     150.5  

Current portion of liability

   Other current liabilities      39.3  

Liability, net of current portion

   Other liabilities      116.9  

Finance leases:

     

Lease assets

   Property, plant and equipment, net      59.5  

Current portion of liability

   Current portion of debt      5.0  

Liability, net of current portion

   Debt, net of current portion      56.3  

The following tables present information about lease expense:

 

(in millions)   

Classification

   Three months
ended
March 31,
2019
 

Operating lease expense

  

SG&A expenses

   $     14.2  

Finance lease expense:

     

Amortization of lease assets

   SG&A expenses      2.6  

Interest on lease liabilities

   Interest expense      1.1  
     

 

 

 

Total

   $ 17.9  
  

 

 

 

 

F-70


Table of Contents
     March 31,
2019
 

Weighted average remaining lease term, in years:

  

Operating leases

     5.8  

Finance leases

     16.6  

Weighted average discount rate:

  

Operating leases

     5.4

Finance leases

     8.4

The following table presents future payments due under leases reconciled to lease liabilities:

 

     March 31, 2019  
(in millions)    Operating
leases
     Finance leases  

Nine months ending December 31, 2019

   $ 37.0      $ 7.3  

Year ending December 31,

     

2020

     37.4        7.3  

2021

     31.4        6.5  

2022

     23.2        5.8  

2023

     19.2        5.2  

Thereafter

     36.3        88.8  
  

 

 

    

 

 

 

Total undiscounted lease payments

     184.5        120.9  

Difference between undiscounted and discounted lease payments

     (28.3      (59.6
  

 

 

    

 

 

 

Lease liability

   $ 156.2      $ 61.3  
  

 

 

    

 

 

 

The following table presents future minimum payments under operating leases:

 

(in millions)    December 31,
2018
 

2019

   $ 44.2  

2020

     34.1  

2021

     29.2  

2022

     25.7  

2023

     20.9  

Thereafter

     58.9  
  

 

 

 

Total minimum payments

   $ 213.0  
  

 

 

 

The following tables present supplemental disclosures of cash flow information:

 

(in millions)    Three months
ended
March 31,
2019
 

Cash flows from operating activities:

  

Cash paid under operating leases

   $ 13.5  

Cash paid under finance leases

     1.1  

Cash flows from financing activities:

  

Cash paid under finance leases

     1.4  

 

16.

Subsequent events

We evaluated subsequent events through April 30, 2019, the date on which the financial statements were issued, except for the stock split and authorized shares described below for which the date is May     , 2019.

 

F-71


Table of Contents

Announcement of initial public offering

We filed and subsequently amended a registration statement with the SEC. The registration statement, as amended, contains preliminary prospectuses, subject to completion, for the initial public offering of shares of our common stock, a secondary offering of common shares held by certain of our owners, and an offering of shares of mandatory convertible preferred stock. Among other things, we expect that the offering process would result in:

 

   

Using a portion of the net proceeds to redeem outstanding shares of series A preferred stock at their redemption value plus a call premium. Any remaining net proceeds would be used to repay indebtedness pro rata under our term loan facilities. The redemption of outstanding shares of series A preferred stock would eliminate the accumulation of yield on the series A preferred stock and provide additional income available to common stockholders;

 

   

Automatic conversion of all shares of junior convertible preferred stock into common stock upon consummation of the offering of common stock;

 

   

Satisfaction of a performance condition for certain of our share-based compensation awards, which will result in the immediate recognition of expense; and

 

   

Termination of the advisory agreement with New Mountain Capital.

Each of these events and the completion of the offering of mandatory convertible preferred stock is contingent upon the completion of our initial public offering of common stock.

Stock split and authorized shares

On April 24, 2019, our Board of Directors approved a 5-for-1 split of our common stock, including outstanding stock-based instruments, and an increase to the authorized shares of our common stock and undesignated preferred stock to 750.0 million shares and 75.0 million shares, respectively. The stock split and changes to the authorized shares will become effective immediately prior to the close of our initial public offering. All shares of common stock, stock-based instruments and per-share data based on common stock included in these financial statements give effect to the stock split, and the changes in authorized shares and have been adjusted retroactively for all periods presented.

 

F-72


Table of Contents

VWR Corporation

Glossary

 

    

Description

Company, we, us, our    VWR Corporation and its consolidated subsidiaries
2014 Plan    the VWR Corporation 2014 Equity Incentive Plan
Americas    a segment covering North, Central and South America
A/R Facility    an accounts receivable securitization facility due 2018
AOCI    accumulated other comprehensive income or loss
Annual Report    our Annual Report on Form 10-K filed with the SEC on February 4, 2017
Avantor    Avantor, Inc., a company with which we are agreed to merge
Biopharma    the combination of the pharmaceutical and biotechnology sectors
Board    the Board of Directors of VWR Corporation
EMEA-APAC    a segment covering Europe, Middle East, Africa and Asia-Pacific
EURIBOR    the applicable interest rate determined by the Banking Federation of the European Union
FASB    the Financial Accounting Standards Board
GAAP    United States generally accepted accounting principles
German, French, and UK Plans    the defined benefit plans in Germany, France and the United Kingdom
IPO    our initial public offering which occurred in 2014
ITRA    the income tax receivable agreement between us and Varietal
LIBOR    the applicable British Bankers Association London Interbank Offered Rate
LIFO    last-in, first-out inventory method
SEC    the United States Securities and Exchange Commission
SG&A expenses    selling, general and administrative expenses
U.S. Retirement Plan    the defined benefit plan in the United States
Varietal    Varietal Distribution Holdings, LLC, a significant stockholder and affiliate
VWR Funding    VWR Funding, Inc., our wholly-owned subsidiary

 

F-73


Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

VWR Corporation:

We have audited the accompanying consolidated balance sheets of VWR Corporation and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income or loss, redeemable equity and stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2016. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of VWR Corporation and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Philadelphia, Pennsylvania

February 24, 2017

 

F-74


Table of Contents

VWR Corporation and subsidiaries

Consolidated balance sheets

 

     December 31,  
(in millions, except per share data)    2016     2015  

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 168.7     $ 136.3  

Trade accounts receivable, net of reserves of $10.5 and $12.0

     607.2       583.2  

Inventories

     483.1       424.0  

Other current assets

     93.1       89.5  
  

 

 

   

 

 

 

Total current assets

     1,352.1       1,233.0  

Property and equipment, net of accumulated depreciation of $248.9 and $216.2

     253.8       228.2  

Goodwill

     1,844.0       1,791.4  

Other intangible assets, net

     1,407.8       1,455.6  

Other assets

     104.8       85.6  
  

 

 

   

 

 

 

Total assets

   $ 4,962.5     $ 4,793.8  
  

 

 

   

 

 

 

Liabilities, redeemable equity and stockholders’ equity

    

Current liabilities:

    

Current portion of debt

   $ 250.1     $ 92.8  

Accounts payable

     476.3       474.5  

Employee-related liabilities

     79.3       61.4  

Current amount due to Varietal — ITRA

     27.7       78.1  

Other current liabilities

     152.7       112.3  
  

 

 

   

 

 

 

Total current liabilities

     986.1       819.1  

Debt, net of current portion

     1,766.9       1,896.2  

Amount due to Varietal — ITRA, net of current portion

     57.3       85.0  

Deferred income tax liabilities

     477.2       459.5  

Other liabilities

     159.4       158.8  
  

 

 

   

 

 

 

Total liabilities

     3,446.9       3,418.6  

Commitments and contingencies (Note 10)

    

Redeemable equity, at redemption value

     21.2       38.8  

Stockholders’ equity:

    

Preferred stock, $0.01 par value; 50.0 shares authorized, no shares issued or outstanding

     —         —    

Common stock, $0.01 par value; 750.0 shares authorized, 131.6 and 131.4 shares issued and outstanding

     1.3       1.3  

Additional paid-in capital

     1,766.0       1,735.1  

Retained earnings

     154.5       6.3  

Accumulated other comprehensive loss

     (427.4     (406.3
  

 

 

   

 

 

 

Total stockholders’ equity

     1,494.4       1,336.4  
  

 

 

   

 

 

 

Total liabilities, redeemable equity and stockholders’ equity

   $ 4,962.5     $ 4,793.8  
  

 

 

   

 

 

 

 

 

See accompanying notes to consolidated financial statements.

 

F-75


Table of Contents

VWR Corporation and subsidiaries

Consolidated income statements

 

     Year ended December 31,  
(in millions, except per share data)    2016     2015     2014  

Net sales

   $ 4,514.2     $ 4,318.8     $ 4,375.3  

Cost of goods sold

     3,252.4       3,121.7       3,131.9  
  

 

 

   

 

 

   

 

 

 

Gross profit

     1,261.8       1,197.1       1,243.4  

Selling, general and administrative expenses

     946.2       876.9       925.5  
  

 

 

   

 

 

   

 

 

 

Operating income

     315.6       320.2       317.9  

Interest expense

     (79.7     (102.8     (166.3

Other income (expense), net

     (1.1     45.4       90.9  

Loss on extinguishment of debt

     (0.5     (32.7     (5.1
  

 

 

   

 

 

   

 

 

 

Income before income taxes

     234.3       230.1       237.4  

Income tax provision

     (86.1     (75.8     (84.8
  

 

 

   

 

 

   

 

 

 

Net income

     148.2       154.3       152.6  

Accretion of dividends on redeemable equity

     —         —         (29.4
  

 

 

   

 

 

   

 

 

 

Net income applicable to common stockholders

   $ 148.2     $ 154.3     $ 123.2  
  

 

 

   

 

 

   

 

 

 

Earnings per share:

      

Basic

   $ 1.13     $ 1.17     $ 2.50  

Diluted

     1.12       1.17       2.49  

Weighted average shares outstanding:

      

Basic

     131.5       131.4       49.3  

Diluted

     131.8       131.8       49.5  

 

 

 

See accompanying notes to consolidated financial statements.

 

F-76


Table of Contents

VWR Corporation and subsidiaries

Consolidated statements of comprehensive income or loss

 

     Year ended December 31,  
(in millions)    2016     2015     2014  

Net income

   $ 148.2     $ 154.3     $ 152.6  

Other comprehensive loss:

      

Foreign currency translation:

      

Net unrealized loss arising during the period

     (22.4     (174.4     (204.2

Reclassification of net loss into earnings

     1.2       —         —    

Derivative instruments:

      

Net unrealized gain arising during the period

     9.1       3.0       0.7  

Reclassification of net (gain) loss into earnings

     (2.3     (0.7     1.1  

Defined benefit plans:

      

Net unrealized loss arising during the period

     (9.4     (7.0     (27.0

Reclassification of net loss (gain) into earnings

     2.7       2.7       (3.0
  

 

 

   

 

 

   

 

 

 

Other comprehensive loss

     (21.1     (176.4     (232.4
  

 

 

   

 

 

   

 

 

 

Comprehensive income (loss)

   $ 127.1     $ (22.1   $ (79.8
  

 

 

   

 

 

   

 

 

 

 

 

See accompanying notes to consolidated financial statements.

 

F-77


Table of Contents

VWR Corporation and subsidiaries

Consolidated statements of redeemable equity and stockholders’ equity

 

    Redeemable
equity, at
redemption
value
    Stockholders’ equity  
    Common stock     Additional
paid-in
capital
    Retained
earnings
(deficit)
    AOCI     Total  
(in millions)   Shares     Par
value
 

Balance at December 31, 2013

  $ 670.6       0.1     $ —       $ 723.9     $ (300.6   $ 2.5     $ 425.8  

Redemption

    (11.5     —         —         4.1       —         —         4.1  

Accretion of dividends

    29.4       —         —         (29.4     —         —         (29.4

Recapitalization:

             

Retirement of prior stock

    (650.0     (0.1     —         (679.4     —         —         (679.4

Issuance of new stock

    —         102.0       1.0       1,328.4           1,329.4  

Payment of dividend

    —         —         —         (25.0     —         —         (25.0

Recognition of ITRA

    —         —         —         (172.9     —         —         (172.9

Issuance of common stock

    —         29.4       0.3       582.3       —         —         582.6  

Payment of stock issuance costs

    —         —         —         (4.8     —         —         (4.8

Stock-based compensation expense

    —         —         —         2.0       —         —         2.0  

Reclassifications to state redeemable equity at redemption value

    12.9       —         —         (12.9     —         —         (12.9

Net income

    —         —         —         —         152.6       —         152.6  

Other comprehensive loss

    —         —         —         —         —         (232.4     (232.4
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2014

    51.4       131.4       1.3       1,716.3       (148.0     (229.9     1,339.7  

Issuance of common stock

      —         —         1.3       —         —         1.3  

Stock-based compensation expense

    —         —         —         4.9       —         —         4.9  

Reclassifications to state redeemable equity at redemption value

    (12.6     —         —         12.6       —         —         12.6  

Net income

    —         —         —         —         154.3       —         154.3  

Other comprehensive loss

    —         —         —         —         —         (176.4     (176.4
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2015

    38.8       131.4       1.3       1,735.1       6.3       (406.3     1,336.4  

Issuance of common stock

    —         0.2       —         4.7       —         —         4.7  

Stock-based compensation expense

    —         —         —         8.6       —         —         8.6  

Reclassifications to state redeemable equity at redemption value

    (17.6     —         —         17.6       —         —         17.6  

Net income

    —         —         —         —         148.2       —         148.2  

Other comprehensive loss

    —         —         —         —         —         (21.1     (21.1
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2016

  $ 21.2       131.6     $ 1.3     $ 1,766.0     $ 154.5     $ (427.4   $ 1,494.4  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

See accompanying notes to consolidated financial statements.

 

F-78


Table of Contents

VWR Corporation and subsidiaries

Consolidated statements of cash flows

 

     Year ended December 31,  
(in millions)    2016     2015     2014  

Cash flows from operating activities:

      

Net income

   $ 148.2     $ 154.3     $ 152.6  

Adjustments to reconcile net income to net cash provided by operating activities:

      

Depreciation and amortization

     130.1       124.5       129.3  

Net foreign currency remeasurement loss (gain)

     2.3       (45.1     (95.7

Deferred income tax provision

     3.4       27.3       33.9  

Loss on extinguishment of debt

     0.5       32.7       5.1  

Other, net

     23.3       17.9       13.0  

Changes in working capital, net of business acquisitions:

      

Trade accounts receivable

     (25.8     (30.2     (30.1

Inventories

     (63.1     (43.8     (41.5

Accounts payable

     15.0       25.1       27.5  

Other assets and liabilities

     32.3       (37.7     (3.0
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     266.2       225.0       191.1  
  

 

 

   

 

 

   

 

 

 

Cash flows from investing activities:

      

Acquisitions of businesses, net of cash acquired

     (142.8     (59.1     (89.9

Capital expenditures

     (59.9     (40.9     (33.6

Other investing activities

     —         2.1       0.5  
  

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

     (202.7     (97.9     (123.0
  

 

 

   

 

 

   

 

 

 

Cash flows from financing activities:

      

Proceeds from issuance of common stock

     4.7       1.3       582.6  

Proceeds from debt

     674.4       2,767.0       742.2  

Repayment of debt

     (623.8     (2,810.2     (1,353.8

Redemption of redeemable equity

     —         —         (8.9

Payment of dividend

     —         —         (25.0

Payment to Varietal under ITRA

     (78.1     (9.8     —    

Payment of debt issuance costs and redemption premium

     (0.9     (41.9     (1.1

Other financing activities

     (3.1     (2.5     (7.8
  

 

 

   

 

 

   

 

 

 

Net cash used in financing activities

     (26.8     (96.1     (71.8
  

 

 

   

 

 

   

 

 

 

Effect of exchange rate changes on cash

     (4.3     (12.7     (13.9
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     32.4       18.3       (17.6

Cash and cash equivalents at beginning of period

     136.3       118.0       135.6  
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 168.7     $ 136.3     $ 118.0  
  

 

 

   

 

 

   

 

 

 

Supplemental disclosures of cash flow information:

      

Cash paid for interest

   $ 79.2     $ 104.9     $ 158.9  

Cash paid for income taxes, net

     78.3       48.0       39.3  

 

See accompanying notes to consolidated financial statements.

 

F-79


Table of Contents

VWR Corporation and subsidiaries

Notes to consolidated financial statements

 

1.

Nature of operations and basis of presentation

We are a leading global independent provider of product and service solutions to laboratory and production customers. We have significant market positions in Europe and North America. We also have operations in Asia-Pacific and other key emerging markets to support our multinational customers across the globe. We serve a critical role in connecting customer sites with laboratory product suppliers across multiple industries and geographies. We offer a broad portfolio of branded and private label laboratory products, a full range of value-added services and custom manufacturing capabilities to meet our customers’ needs. Services represent a growing but currently small portion of our overall net sales. We offer a wide selection of unique products and have developed an extensive global infrastructure including thousands of sales and service-focused professionals. We deliver value to our customers by improving the costs, efficiency and effectiveness of their research laboratories and production operations. We deliver value to our suppliers by providing them with cost-effective channel access to a global and diverse customer base.

The following describes our corporate organization at December 31, 2016:

 

LOGO

 

   

Varietal — Following a 2007 merger, Varietal was our only stockholder until our IPO in October 2014 and since then had been our majority stockholder through March 2016. Private equity funds managed by Madison Dearborn Partners hold a controlling interest in Varietal. Our condensed consolidated balance sheets reflect significant amounts of goodwill and other intangible assets as a result of the 2007 merger.

In April 2016, Varietal completed a sale of our common stock that caused it to no longer hold a majority ownership interest in us. As a result, we experienced a change in control under U.S. federal tax regulations which has impacted (i) the amount and timing of the utilization of our net operating loss carryforwards; (ii) the timing of payments under an ITRA with Varietal (see Note 20); and (iii) the amount of cash taxes we are paying.

 

   

VWR Funding and its wholly-owned subsidiaries — VWR Funding is our wholly-owned subsidiary and the sole issuer of our debt. Certain of those debt agreements restrict its ability to make distributions to us.

Basis of presentation

We report financial results on the basis of two segments organized by geographic region: the Americas and EMEA-APAC.

In 2014, we recapitalized our equity (see Note 12). For all periods presented, the number of shares of common stock outstanding has been adjusted for a stock split. Separately, a conversion of prior equity into newly-issued

 

F-80


Table of Contents

shares of common stock is presented as a retirement and issuance of shares; share counts for periods prior to that conversion were not adjusted. The consolidated financial statements present the accretion of dividends on redeemable convertible preferred stock for periods prior to the recapitalization. Those dividends were never paid and became available to common stockholders following the recapitalization.

Principles of consolidation

The accompanying consolidated financial statements include the accounts of VWR Corporation and the redeemable equity of Varietal, each after the elimination of intercompany balances and transactions.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue, expense, income and loss during the reporting period. Actual results could differ significantly from those estimates.

Additional disclosures about significant estimates are provided in the following areas: (i) impairment testing, particularly determining whether indicators of impairment were present and whether assets were impaired (see Note 21); (ii) estimating the valuation allowance on deferred tax assets, such as net operating loss carryforwards (see Note 18); (iii) accounting for defined benefit plans, in particular determining key assumptions such as discount rates and the expected return on plan assets (see Note 15); (iv) estimating outcomes of loss contingencies (see Note 10); and (v) estimating fair value, particularly related to measurements based on unobservable inputs (see Note 9).

 

2.

Summary of significant accounting policies

Cash and cash equivalents

Cash and cash equivalents are comprised of highly liquid investments with original maturities of three months or less, primarily consisting of euro-denominated overnight deposits. Bank overdrafts are classified as current liabilities and presented as a financing activity on our consolidated statements of cash flows.

Trade accounts receivable, net of reserves

Trade accounts receivable are recorded at the invoiced amount and generally do not bear interest. The carrying amount of trade accounts receivable is presented net of a reserve representing our estimate of the amounts that will not be collected and for estimated sales returns and allowances. In addition to reviewing delinquent accounts receivable, we consider many factors in estimating our reserve, including historical data, experience, customer types, creditworthiness and economic trends. From time to time, we may adjust our assumptions for anticipated changes in any of these or other factors expected to affect collectability. Account balances are written off against the allowance when we determine it is probable that the receivable will not be recovered.

Inventories

Our inventories consist primarily of products held for sale. Inventories are valued at the lower of cost or market, cost being primarily determined by the LIFO method for certain of our U.S. subsidiaries and the first-in, first-out method for all other subsidiaries. We regularly review quantities of inventories on hand and compare these amounts to the expected use of each product or product line. We record a charge to cost of goods sold for the amount required to reduce the carrying value of inventory to net realizable value.

At December 31, 2016 and 2015, the percentage of inventories valued using the LIFO method was 36% for both years, and the excess of current cost over LIFO value for those inventories was $24.8 million and $24.6 million, respectively.

 

F-81


Table of Contents

Property and equipment

Property and equipment are recorded at cost. Depreciation is recognized using the straight-line method over estimated useful lives of 10 to 40 years for buildings and improvements and 3 to 10 years for equipment and computer software. Leasehold improvements are amortized on a straight-line basis over the shorter of the estimated useful lives of the assets or the estimated remaining life of the lease. Costs for repairs and maintenance that do not significantly increase the value or estimated lives of property and equipment are expensed as incurred. Property and equipment held under capital leases were not material for any periods presented.

Impairment of long-lived assets

We evaluate the recoverability of long-lived assets when events or changes in circumstances indicate a possible inability to recover carrying amounts. We assess recoverability by comparing the carrying value of the asset to estimated undiscounted future cash flows expected to be generated by the asset. If an asset is impaired, the loss is measured as the amount by which the asset’s carrying value exceeds its fair value.

Goodwill and other intangible assets

Goodwill represents the excess of purchase price over the fair value of net assets acquired in a business combination. Other intangible assets consist of both amortizable and indefinite-lived intangible assets. Amortizable intangible assets are amortized over their estimated useful lives on a straight-line basis. Indefinite-lived intangible assets are not amortized.

We reevaluate the estimated useful lives of our amortizable intangible assets annually. For indefinite-lived intangible assets, we reevaluate annually whether they continue to have indefinite lives, considering whether they have any legal, regulatory, contractual, competitive or economic limitations and whether they are expected to contribute to the generation of cash flows indefinitely.

Goodwill and other indefinite-lived intangible assets are tested annually for impairment on October 1 of each year. Goodwill impairment testing is performed at the reporting unit level. Our reporting units are the same as our operating segments and reportable segments. All of our intangible assets, including goodwill, are tested for impairment whenever an indication of potential impairment arises. Events or circumstances that might require an interim evaluation include unexpected adverse business conditions, economic factors, unanticipated technological changes or competitive activities, loss of key personnel and acts or anticipated acts by governments and courts. Indefinite-lived intangible assets are tested for impairment prior to testing of goodwill or amortizable intangible assets.

The impairment analysis for goodwill and indefinite-lived intangible assets consists of an optional qualitative assessment potentially followed by a two-step quantitative analysis. If we determine that the carrying value of goodwill or indefinite-lived intangible assets exceeds its fair value, an impairment charge is recorded for the excess. Impairment charges cannot be reversed in subsequent periods.

The impairment analysis for amortizable intangible assets is performed in the same way as for our other long-lived assets, as previously discussed.

Fair value measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a measurement date. Classification within the fair value hierarchy is based on the lowest of the following levels that is significant to the fair value measurement:

 

   

Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities

 

F-82


Table of Contents
   

Level 2 — Inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the asset or liability

 

   

Level 3 — Inputs that are unobservable for the asset or liability based on our evaluation of the assumptions market participants would use in pricing the asset or liability

We exercise considerable judgment when estimating fair value, particularly when evaluating what assumptions market participants would likely make. The use of different assumptions or estimation methodologies could have a material effect on the estimated fair values.

Commitments and contingencies

Loss contingencies are reflected in the consolidated financial statements based on our assessments of the expected outcome of legal proceedings or the expected resolution of other contingencies. Liabilities for estimated losses are accrued if the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated. Significant judgment is required to determine probability and whether the amount of an exposure is reasonably estimable. Due to uncertainties related to these matters, accruals are based only on the information available at the time. As additional information becomes available, we reassess potential liabilities related to pending claims and litigation and may revise our previous estimates.

Revenue recognition

We record product revenue on a gross basis when persuasive evidence of an arrangement exists, the price is fixed or determinable, title and risk of loss have been transferred to the customer and collectability of the resulting receivable is reasonably assured. Title and risk of loss is transferred at the time of shipment or upon delivery to customers, depending upon the terms of the arrangement with the customer. Products are delivered without post-sale obligations to the customer. Provisions for discounts, rebates to customers, sales returns and other adjustments are provided for as a reduction of sales in the period the related sales are recorded.

We record shipping and handling charges billed to customers in net sales and record shipping and handling costs in cost of goods sold for all periods presented. Sales taxes, value-added taxes and certain excise taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales.

Services represent a growing but currently small portion of our net sales and were not material to our consolidated financial statements.

Classification of expenses

Cost of goods sold includes the cost of the product, vendor rebates, inbound and outbound freight charges, as well as inventory adjustments. SG&A expenses include personnel and facility charges, advertising and promotional charges and other charges related to our global infrastructure operations.

Stock-Based compensation

Stock-based compensation consists primarily of stock options awarded to employees and directors. We measure expense using the grant-date fair value of awards ultimately expected to vest. Awards with service conditions are expensed on a straight-line basis from the date of grant through the end of the requisite service period. We issue new shares of common stock upon the exercise of stock options.

The grant-date fair value of stock options is measured using a closed-form option pricing model, using assumptions based on the terms of each stock option agreement, the expected behavior of grant recipients and

 

F-83


Table of Contents

peer company data. We have limited historical data about our own awards upon which to base our assumptions. Expected volatility is calculated based on the observed equity volatility for a peer group over a period of time equal to the expected life of the stock options. The risk-free interest rate is based on U.S. Treasury observed market rates continuously compounded over the duration of the expected life. The expected life of stock options is determined using the simplified method, which is calculated as the midpoint of the weighted average vesting period and the contractual term.

We elect to recognize expense based on the number of awards ultimately expected to vest by use of an estimated forfeiture rate. The estimated forfeiture rate is based on historical data for the employee group awarded options and expected employee turnover rates, which management reevaluates each period.

Defined benefit plans

Some of our employees participate in defined benefit plans. The benefits include pension, salary continuance, life insurance and healthcare. Benefits are accrued over the employees’ service periods. We use actuarial methods and assumptions in the valuation of defined benefit obligations and the determination of net periodic pension income or expense. Differences between actual and expected results or changes in the value of defined benefit obligations and plan assets, if any, are not recognized in earnings as they occur but rather systematically over subsequent periods.

Foreign currency translation

Assets and liabilities of our foreign subsidiaries, where the functional currency is the local currency, are translated into U.S. dollars using period-end exchange rates. Revenues, expenses, income and losses are translated using average exchange rates. Resulting translation adjustments are reported in accumulated other comprehensive income or loss. Foreign currency remeasurement gains and losses related to financing activities are reported in other income (expense), net within our consolidated statements of operations, while gains and losses associated with operating activities are reported within the applicable component of operating income.

Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes and for net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We record a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized.

We recognize the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is more likely than not of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs, as a result of information that arises or when a tax position is effectively settled. We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense in our consolidated financial statements.

Due to Varietal — ITRA

We record the estimated amount payable to Varietal under an ITRA, entered into in connection with our IPO, as a noncurrent liability, except for the portion estimated to be payable within one year. The ITRA liability was initially recognized through an adjustment to additional paid-in capital and measured at its expected future value,

 

F-84


Table of Contents

similar to the underlying deferred tax assets to which it relates. Subsequent changes to the value of the ITRA liability, if any, will be classified as other income (expense), net in the consolidated statements of operations. Cash payments under the ITRA are classified as a financing activity on the consolidated statements of cash flows.

 

3.

New accounting standards

In March 2016, the FASB issued new guidance to simplify several aspects of accounting and presentation for stock-based compensation. The new guidance is effective for us beginning in the first quarter of 2017, with early adoption permitted. We early adopted the guidance beginning October 1, 2016. The guidance did not have a material impact to us upon adoption.

In February 2016, the FASB issued comprehensive new guidance about leases. Under the new guidance, most leases will be recognized on our consolidated balance sheet as liabilities with corresponding right-of-use assets. The new guidance carries forward a similar method of expense recognition for lessees. The new guidance is effective for us beginning in the first quarter of 2019, with early adoption permitted. The guidance must be adopted using a modified retrospective approach. Although, we are continuing to evaluate its impact, we expect that this new guidance will result in a significant increase to the assets and liabilities we present on our consolidated balance sheet.

In May 2014, the FASB issued comprehensive new revenue recognition guidance. The guidance provides a new model for revenue recognition that supersedes most current guidance and requires more disclosures about revenue including the components of revenue that are communicated to investors. The new guidance is effective for us beginning in the first quarter of 2018 and may be adopted using either a full retrospective or a modified retrospective approach. Although we are continuing to evaluate the impact of the new guidance, we expect that the new recognition model will primarily impact only certain portions of our business, and we expect to provide expanded disclosures and to adopt the new standard using the modified retrospective method.

There were no other new accounting standards that we expect to have a material impact to our financial position or results of operations upon adoption.

 

4.

Earnings per share

The following table presents information about basic and diluted earnings per share:

 

     Year ended December 31,  
(in millions)      2016          2015          2014    

Reconciliation of weighted average shares outstanding:

        

Basic

     131.5        131.4        49.3  

Dilutive effect of stock-based instruments

     0.3        0.4        0.2  
  

 

 

    

 

 

    

 

 

 

Diluted

     131.8        131.8        49.5  
  

 

 

    

 

 

    

 

 

 

Number of anti-dilutive instruments excluded from dilutive effect

     4.0        2.0        0.9  

 

5.

Acquisitions

During the three years ended December 31, 2016, we acquired businesses to broaden our product offerings and strengthen our market positions. Except for their effects on investing cash flow, none of these acquisitions, nor their related costs, were material individually or in the aggregate to our results of operations or financial condition.

 

F-85


Table of Contents

The following table presents selected information about these acquisitions in the aggregate:

 

     Year ended December 31,  
(dollars in millions)    2016      2015     2014  

Number of businesses acquired

     5        4       4  

Components of purchase price:

       

Cash paid, net of cash acquired

   $ 142.8      $ 59.1     $ 89.9  

Estimated fair value of contingent consideration

     13.8        13.6       8.4  

Deferred purchase price, net of (settlements)

     3.2        (3.4     3.4  

Other

     —          —         13.0  
  

 

 

    

 

 

   

 

 

 

Purchase price

   $ 159.8      $ 69.3     $ 114.7  
  

 

 

    

 

 

   

 

 

 

Allocation of purchase price:

       

Net tangible assets

   $ 31.9      $ 9.5     $ 15.5  

Identifiable intangible assets

     50.1        23.2       44.1  

Goodwill

     77.8        36.6       55.1  
  

 

 

    

 

 

   

 

 

 

Purchase price

   $ 159.8      $ 69.3     $ 114.7  
  

 

 

    

 

 

   

 

 

 

Weighted average life of acquired amortizable intangible assets

     9.9 years        9.7 years       12.2 years  

The purchase price for the acquisitions was higher than the fair value of the acquired identifiable assets, resulting in goodwill, due to the existence of intangible assets not recognizable under GAAP and other market factors. During the years ended December 31, 2016, 2015 and 2014, we recorded goodwill of $65.1 million, $19.6 million and $29.0 million, respectively, that we expect to be deductible for tax purposes. The purchase price allocations for certain acquisitions completed in 2016 are preliminary pending finalization of opening balance sheets and may be adjusted subsequently.

The other component of purchase price represents cash paid to acquire a business that was subsequently rescinded. Since the amount was later refunded in full, we did not include it in the amount paid for acquisitions or the number of businesses acquired.

 

6.

Property and equipment, net

The following table presents the components of property and equipment, net:

 

     December 31,  
(in millions)    2016      2015  

Buildings and improvements

   $ 199.1      $ 161.4  

Equipment and computer software

     264.5        244.2  

Other

     39.1        38.8  
  

 

 

    

 

 

 

Property and equipment, gross

     502.7        444.4  

Accumulated depreciation

     (248.9      (216.2
  

 

 

    

 

 

 

Property and equipment, net

   $ 253.8      $ 228.2  
  

 

 

    

 

 

 

Depreciation expense was $44.7 million, $41.1 million and $40.4 million for the years ended December 31, 2016, 2015 and 2014, respectively.

 

F-86


Table of Contents
7.

Goodwill and other intangible assets, net

The following tables present information about goodwill by segment:

 

(in millions)    Americas      EMEA-APAC      Total  

Balance at December 31, 2014

   $ 1,042.3      $ 811.3      $ 1,853.6  

Acquisitions (Note 5)

     19.7        16.9        36.6  

Currency translation

     (15.7      (82.9      (98.6

Other

     —          (0.2      (0.2
  

 

 

    

 

 

    

 

 

 

Balance at December 31, 2015

     1,046.3        745.1        1,791.4  

Acquisitions (Note 5)

     65.1        12.7        77.8  

Currency translation

     2.7        (26.0      (23.3

Other

     —          (1.9      (1.9
  

 

 

    

 

 

    

 

 

 

Balance at December 31, 2016

   $ 1,114.1      $ 729.9      $ 1,844.0  
  

 

 

    

 

 

    

 

 

 

 

     December 31, 2016      December 31, 2015  
(in millions)    Gross
carrying
amount
     Accumulated
impairment
losses
     Net carrying
amount
     Gross
carrying
amount
     Accumulated
impairment
losses
     Net carrying
amount
 

Americas

   $ 1,320.7      $ 206.6      $ 1,114.1      $ 1,252.9      $ 206.6      $ 1,046.3  

EMEA-APAC

     729.9        —          729.9        745.1        —          745.1  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 2,050.6      $ 206.6      $ 1,844.0      $ 1,998.0      $ 206.6      $ 1,791.4  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The following table presents the components of other intangible assets:

 

     December 31, 2016      December 31, 2015  
(in millions)    Gross
carrying
amount
     Accumulated
amortization
     Net
carrying
amount
     Gross
carrying
amount
     Accumulated
amortization
     Net
carrying
amount
 

Customer relationships

   $ 1,413.0      $ 651.3      $ 761.7      $ 1,402.2      $ 581.4      $ 820.8  

Other

     49.7        20.1        29.6        30.3        15.2        15.1  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Amortizable intangible assets

     1,462.7        671.4        791.3        1,432.5        596.6        835.9  

Indefinite-lived trademarks and tradenames

     616.5        —          616.5        619.7        —          619.7  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other intangible assets

   $ 2,079.2      $ 671.4      $ 1,407.8      $ 2,052.2      $ 596.6      $ 1,455.6  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Amortization expense was $85.4 million, $83.4 million and $88.9 million for the years ended December 31, 2016, 2015 and 2014, respectively.

The following table presents estimated future amortization expense at December 31, 2016:

 

(in millions)       

2017

   $ 85.3  

2018

     83.2  

2019

     81.6  

2020

     80.3  

2021

     76.3  

Thereafter

     384.6  
  

 

 

 

Total

   $ 791.3  
  

 

 

 

 

F-87


Table of Contents
8.

Debt

The following table presents information about debt:

 

   

December 31, 2016

    December 31,
2015
 
(dollars in millions)  

Interest terms

  Rate     Amount  

Accounts receivable securitization facility

  LIBOR plus 1.15%     1.89   $ 163.9     $ 38.0  

Senior credit facility:

       

Multi-currency revolving loan facility

  EURIBOR plus 2.00%     2.00     31.6       —    

Term A loan, net of discount of $4.8 and $6.1

  LIBOR plus 2.00%     2.61     859.7       903.9  

Term B loan, net of discount of $4.4 and $4.7

  EURIBOR plus 3.00%     3.00     423.8       494.8  

4.625% senior notes, net of discount of $7.0 and $8.4

  Fixed rate     4.63     524.9       538.6  

Other debt

 

    13.1       13.7  
 

 

 

   

 

 

 

Total debt

 

  $ 2,017.0     $ 1,989.0  
 

 

 

   

 

 

 

Classification on consolidated balance sheets:

 

Current portion of debt

 

  $ 250.1     $ 92.8  

Debt, net of current portion

 

    1,766.9       1,896.2  
 

 

 

   

 

 

 

Total debt

 

  $ 2,017.0     $ 1,989.0  
 

 

 

   

 

 

 

Other debt includes capital lease obligations and subsidiary loans from local banks. Borrowings under the accounts receivable securitization facility and the multi-currency revolving loan facility are included in the current portion of debt because we frequently borrow from and repay them to satisfy short term cash requirements; we are not required to repay those borrowings until maturity of the instruments.

In 2016, we entered into two interest rate swaps that exchange LIBOR for fixed rates on a portion of our term A loan. See Note 9.

The following table presents availability under credit facilities at December 31, 2016:

 

(in millions)    Accounts
receivable
securitization
facility
     Multi-
currency
revolving loan
facility
     Total  

Maximum availability

   $ 175.0      $ 250.0      $ 425.0  

Current availability

   $ 175.0      $ 250.0      $ 425.0  

Undrawn letters of credit outstanding

     (11.0      (1.7      (12.7

Outstanding borrowings

     (163.9      (31.6      (195.5
  

 

 

    

 

 

    

 

 

 

Unused availability

   $ 0.1      $ 216.7      $ 216.8  
  

 

 

    

 

 

    

 

 

 

Current availability under the accounts receivable securitization facility depends upon maintaining a sufficient borrowing base of eligible trade accounts receivable. At December 31, 2016, $243.2 million of trade accounts receivable were pledged as collateral under the facility.

 

F-88


Table of Contents

The following table presents the maturities of debt principal at December 31, 2016:

 

(in millions)    2017      2018      2019      2020      2021      Thereafter      Total  

Accounts receivable securitization facility

   $ —        $ 163.9      $ —        $ —        $ —        $ —        $ 163.9  

Senior credit facility:

                    

Multi-currency revolving loan facility

     —          —          —          31.6        —          —          31.6  

Term A loan

     45.5        68.3        91.0        659.7        —          —          864.5  

Term B loan

     4.3        4.3        4.3        4.3        4.3        406.7        428.2  

4.625% senior notes

     —          —          —          —          —          531.9        531.9  

Other debt

     4.7        4.3        2.6        1.5        —          —          13.1  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total debt, excluding discounts

   $ 54.5      $ 240.8      $ 97.9      $ 697.1      $ 4.3      $ 938.6      $ 2,033.2  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Accounts receivable securitization facility

The accounts receivable securitization facility is for $175.0 million with a commercial bank and matures on May 18, 2018. Borrowings are secured by the trade accounts receivable of certain domestic subsidiaries, which are not available to satisfy the claims of other creditors. We bear the risk of collection on our trade accounts receivable and account for the facility as a secured borrowing.

The accounts receivable securitization facility includes representations and covenants that we consider usual and customary, including that, if our available liquidity falls below a specified amount, the ratio of our adjusted earnings to interest expense cannot exceed a specified amount, each as defined. At December 31, 2016, we were in compliance with those covenants.

Senior credit facility

The senior credit facility is with a syndicate of lenders and includes a $250.0 million multi-currency revolving loan facility due September 28, 2020, a $910.0 million term A loan due September 28, 2020 and a €406.6 million term B loan due January 15, 2022. The term loans require us to make scheduled quarterly principal repayments as shown in the table above. Borrowings under the senior credit facility are secured by substantially all of our assets except for the trade accounts receivable that secure the accounts receivable securitization facility and bear interest at variable rates plus a margin that declines if certain net leverage ratios are achieved. Fees payable under the senior credit facility are not material to interest expense. The senior credit facility includes representations and covenants that we consider usual and customary, including that our first lien net leverage ratio, as defined, cannot exceed a specified amount. At December 31, 2016, we were in compliance with those covenants.

We entered into the senior credit facility in 2015, issuing the term B loan at an original discount of €1.2 million and paying debt issuance costs of $15.4 million, most of which were deferred and are being recognized as interest expense through the maturity date. We used a portion of the proceeds from the senior credit facility and proceeds from the issuance of 4.625% senior notes to repay our prior credit facility and incurred a loss on extinguishment of debt of $7.9 million during 2015.

In 2016, we amended our term B loan for more favorable interest terms. The amendment required us to repay €50.0 million of principal and pay financing costs of $0.9 million, most of which were deferred and are being recognized as interest expense through the maturity date. We also incurred a loss on extinguishment of debt of $0.5 million representing the portion of unamortized deferred costs and original discount related to the principal repaid. In 2014, we amended our prior credit facility to extend maturity dates and obtain more favorable interest terms and paid debt issuance costs of $1.1 million.

Senior notes

We have issued €503.8 million of 4.625% senior notes that mature on April 15, 2022. Interest is payable in arrears on April 15 and October 15 of each year. The notes are redeemable at premiums that begin at 102.3125%

 

F-89


Table of Contents

plus the present value of interest through April 15, 2018, then decline through April 15, 2020 at which time the notes become redeemable at face value. The notes are also redeemable in part using proceeds from certain equity offerings and in full upon certain changes in control. The indentures covering the notes include representations and covenants that we consider usual and customary. At December 31, 2016, we were in compliance with those covenants.

In 2015, we issued the notes at an original issue discount of €3.8 million and paid debt issuance costs of $5.4 million, which were deferred and are being recognized as interest expense through the maturity date. We also used a portion of the proceeds from the senior credit facility to redeem all of our 7.25% senior notes for a premium of $20.4 million and incurred a loss on extinguishment of debt of $24.8 million. In 2014, we used net proceeds from the IPO to redeem 10.75% subordinated notes at face value and incurred a loss on extinguishment of debt of $5.1 million.

 

9.

Financial instruments and fair value measurements

Our financial instruments include cash and cash equivalents, trade accounts receivable, accounts payable, debt and an amount due to Varietal under the ITRA. Except for the amount due to Varietal, these financial instruments are held or issued by a number of institutions, which reduces the risk of material non-performance.

Assets and liabilities for which fair value is only disclosed

The carrying amount of cash and cash equivalents is the same as its fair value and is a Level 1 measurement. The carrying amounts for trade accounts receivable and accounts payable approximate fair value due to their short-term nature and are Level 2 measurements.

The following table presents the carrying amounts and fair values of debt instruments:

 

     December 31, 2016      December 31, 2015  
(in millions)    Carrying
amount
     Fair value      Carrying
amount
     Fair value  

Accounts receivable securitization facility

   $ 163.9      $ 163.9      $ 38.0      $ 38.0  

Senior credit facility:

           

Multi-currency revolving loan facility

     31.6        31.6        —          —    

Term A loan

     859.7        856.4        903.9        901.5  

Term B loan

     423.8        431.9        494.8        500.5  

4.625% senior notes

     524.9        553.9        538.6        536.5  

Other debt

     13.1        13.1        13.7        13.7  

The fair values of debt instruments are based on standard pricing models that take into account the present value of future cash flows, which are Level 2 measurements.

At December 31, 2016 and 2015, the amount due to Varietal under the ITRA (see Note 20) had carrying amounts of $85.0 million and $163.1 million, respectively, and fair values of $82.9 million and $147.6 million, respectively. The fair values were estimated using a combination of observable and unobservable inputs following an income-based approach, a Level 3 measurement.

Recurring fair value measurements with significant unobservable inputs

Certain of the business acquisitions we completed entitle the sellers to contingent consideration if earnings targets are met during a period of time following the acquisition.

 

F-90


Table of Contents

The following table presents changes to contingent consideration liabilities:

 

     Year ended December 31,  
(in millions)        2016              2015      

Beginning balance

   $ 21.0      $ 11.6  

Acquisitions (Note 5)

     13.8        13.6  

Loss (income) from changes to estimated fair value

     4.9        (1.1

Cash payments

     (4.2      (2.4

Currency translation

     (0.8      (0.7
  

 

 

    

 

 

 

Ending balance

   $ 34.7      $ 21.0  
  

 

 

    

 

 

 

We estimate the fair value of contingent consideration using the average of probability-weighted potential earn-out payments specified in the purchase agreements, a Level 3 measurement, ranging in the aggregate from approximately $19 million to $38 million for all open earn-outs at December 31, 2016. The significant assumptions used in these calculations include forecasted results and the estimated likelihood for each performance scenario.

Derivative instruments and hedging activities

We engage in hedging activities to reduce our exposure to changes in variable interest rates and foreign currency exchange rates. Our hedging activities are designed to manage specific risks according to our strategies, as summarized below, which may change from time to time. Our hedging activities consist of the following:

 

   

Cash flow hedging — We hedge the variable base interest rate of a portion of our term A loan using interest rate swaps;

 

   

Net investment hedging — We hedge a portion of our net investment in euro-denominated foreign operations using our 4.625% senior notes and a portion of our term B loan;

 

   

Economic hedge — We experience opposite foreign currency exchange rate effects related to a euro-denominated intercompany loan and the unhedged portion of our term B loan. The currency effects for these non-derivative instruments are recorded through earnings in the period of change and substantially offset one another; and

 

   

Other hedging activities — Some of our subsidiaries hedge short-term foreign-denominated business transactions and intercompany financing transactions using foreign currency forward contracts. No additional disclosures are provided for these activities because they were not material to our consolidated financial statements.

Cash flow and net investment hedging

We have entered into two interest rate swaps designated as cash flow hedges of the variable LIBOR rate on $500.0 million of our term A loan. Those swaps exchange the variable LIBOR rate for an approximately 1% fixed rate and mature on September 28, 2020. These hedges have been and are expected to continue to be fully effective. As a result, changes to the fair value of the interest rate swaps, which otherwise would be recognized in earnings, are deferred to AOCI.

We have designated €356.0 million of our term B loan and all €503.8 million of our 4.625% senior notes as hedges to protect a portion of our net investment in foreign operations from the impact of changes in the euro to U.S. dollar exchange rate. As a result of these hedge designations, the foreign currency changes on the debt instruments, which otherwise would be recognized in earnings, are deferred to AOCI and equally offset the foreign currency changes on the hedged portion of our net investment. These hedges have no other impact to our financial position, financial performance or cash flows.

 

F-91


Table of Contents

The following table presents the balance sheet classification and fair values of these instruments, all of which are Level 2 measurements:

 

          December 31,  
(in millions)   

Balance sheet classification

   2016      2015  

Cash flow hedging:

        

Interest rate swaps

   Other assets    $ 11.2      $ —    

Net investment hedging:

        

Portion of term B loan

   Debt, net of current portion      379.2        402.6  

4.625% senior notes

   Debt, net of current portion      553.9        536.5  

The following table presents the net unrealized gain (loss) deferred to AOCI for these instruments:

 

     Year ended December 31,  
(in millions)        2016              2015      

Cash flow hedging:

     

Interest rate swaps

   $ 9.8      $ —    

Net investment hedging:

     

Portion of net investment in foreign operations

     (28.6      (3.7

Portion of term B loan

     13.5        12.4  

4.625% senior notes

     15.1        (8.7

All of these hedges were fully effective for the periods presented. The following table presents the net loss reclassified from AOCI into earnings for these instruments:

 

(in millions)   

Income statement classification

   Year ended December 31,  
     2016          2015    

Interest rate swaps

   Interest expense    $ (1.4    $ —    

 

10.

Commitments and contingencies

Our business involves risk of product liability, patent infringement and other claims in the ordinary course of business arising from the products that we source from various manufacturers or produce ourselves, as well as from the services we provide. Our exposure to such claims may increase as we seek to increase the geographic scope of our sourcing activities and sales of private label products and to the extent that we expand our manufacturing operations or service offerings. We maintain insurance policies, including product liability insurance, and in many cases the manufacturers of the products we distribute have indemnified us against such claims. We cannot assure you that our insurance coverage or indemnification agreements with manufacturers will be available in all pending or any future cases brought against us. Furthermore, our ability to recover under any insurance or indemnification arrangements is subject to the financial viability of our insurers, our manufacturers and our manufacturers’ insurers, as well as legal enforcement under the local laws governing the arrangements. In particular, as we seek to expand our sourcing from manufacturers in the Asia-Pacific region and other developing locations, we expect that we will increase our exposure to potential defaults under the related indemnification arrangements. Insurance coverage in general or coverage for certain types of liabilities, such as product liability or patent infringement in these developing markets may not be readily available for purchase or cost-effective for us to purchase. Furthermore, insurance for liability relating to asbestos, lead and silica exposure is not available, and we do not maintain insurance for product recalls. Accordingly, we could be subject to uninsured and unindemnified future liabilities, and an unfavorable result in a case for which adequate insurance or indemnification is not available could result in a material adverse effect on our business, financial condition and results of operations.

We are also involved in various disputes, litigation and regulatory matters incidental to our business, including employment matters, commercial disputes, government contract compliance matters, disputes regarding

 

F-92


Table of Contents

environmental clean-up costs, and other matters arising out of the normal conduct of our business. We intend to vigorously defend ourselves in such matters. From time to time, we are named as a defendant in cases as a result of our distribution of laboratory supplies, including litigation resulting from the alleged prior distribution of products containing asbestos by certain of our predecessors or acquired companies. While the impact of these disputes or litigation has historically been immaterial, and we believe the range of reasonably possible loss from current matters continues to be immaterial, there can be no assurance that the impact of the pending and any future claims will not be material to our business, financial condition or results of operations in the future.

Employment agreements

The employment agreements with our executive officers include provisions for the payment of severance and continuing health benefits following termination without cause or resignation for good reason, as those terms are defined in the employment agreements. The aggregate of potential payments for all executive officers under these provisions was $11.1 million at December 31, 2016.

Registration rights agreement

We are party to a registration rights agreement with Varietal that could require us to pay securities registration costs in future periods. Under the registration rights agreement, Varietal is entitled to request that we register (i) any shares of our common stock that it held at October 7, 2014 and (ii) any shares held by Madison Dearborn Partners. Should we register such common stock, we would be required to pay costs related to the registration as well as Varietal’s expenses in connection with its exercise of these rights.

During the years ended December 31, 2016 and 2015, we incurred expenses pursuant to the registration rights agreement. See Note 20.

 

11.

Redeemable equity

Redeemable equity consists of redeemable equity units of our parent and, prior to July 31, 2014, redeemable convertible preferred stock.

Redeemable equity units of parent

In 2007, Varietal established a plan whereby certain employees were able to purchase a “strip” of preferred and common units. The following describes the accounting for these units:

 

   

Issuances — Prior to the recapitalization, Varietal issued these units in exchange for cash. Subsequently, Varietal contributed an equal amount of capital to us in exchange for shares of redeemable convertible preferred stock. None of these units have been issued following the recapitalization.

 

   

Repurchases — Upon termination of the employee unitholders, two redemption options may be triggered, one of which is outside of our control. Prior to the recapitalization, Varietal redeemed the units by providing an equally-valued number of shares of our redeemable convertible preferred stock to the unitholder, which we subsequently redeemed for cash. Following the recapitalization, Varietal redeems units directly with cash.

 

   

Valuation — These units are presented on our consolidated balance sheets at their redemption value. The redemption value is contractually defined, with preferred units valued as the sum of unreturned capital plus a cumulative dividend and common units valued at the enterprise value of Varietal less the redemption value of preferred units. Changes to the redemption value are reclassified to or from additional paid-in capital.

 

F-93


Table of Contents

Certain employees also received a special type of common unit that vested based upon continuing service, subject to accelerated vesting upon the occurrence of certain events. Because these units were provided as an incentive to provide services to us, we accounted for them as stock-based compensation. See Note 13.

Redeemable convertible preferred stock

In 2014, in anticipation of our IPO, we completed an internal recapitalization (see Note 12) pursuant to which all shares of our redeemable convertible preferred stock were exchanged for newly-issued shares of common stock. Prior to the recapitalization, the preferred stock was redeemable by Varietal for the sum of unreturned capital plus a cumulative dividend.

 

12.

Stockholders’ equity

Stockholders’ equity consists of common stock. We are also authorized to issue preferred stock.

Our debt agreements impose restrictions on VWR Funding’s ability to make payments to VWR Corporation, including for the purpose of paying dividends on capital stock. See Note 24.

Recapitalization

In anticipation of our IPO, we completed an internal recapitalization in 2014 pursuant to which all then outstanding equity was exchanged for 102.0 million shares of newly-issued common stock. We also amended and restated our certificate of incorporation and bylaws which resulted in the capitalization shown on our consolidated balance sheet and included a 102-for-1 stock split.

Initial public offering

In 2014, we completed our IPO, which included an additional sale to our underwriters, by issuing 29.4 million common shares at a price of $21.00 per share. After deducting underwriting discounts, the IPO resulted in net proceeds of $582.6 million.

In connection with the IPO, we also: i) paid a $25.0 million dividend to Varietal; ii) terminated a management services agreement with Madison Dearborn Partners and Avista Capital Partners and entered into an ITRA with Varietal (see Note 20); iii) awarded stock options to certain employees and directors under a new stock-based compensation plan (see Note 13); and iv) used the net proceeds from the IPO to repay debt.

 

13.

Stock-based compensation

The following table presents the components of stock-based compensation expense, a component of SG&A expenses:

 

     Year ended December 31,  
(in millions)      2016          2015          2014    

2014 Plan

   $ 8.3      $ 4.4      $ 1.1  

Other immaterial plans

     0.3        0.5        0.9  
  

 

 

    

 

 

    

 

 

 

Total

   $ 8.6      $ 4.9      $ 2.0  
  

 

 

    

 

 

    

 

 

 

At December 31, 2016, remaining stock-based compensation expense of $25.9 million related to unvested awards will be recognized over a weighted average period of 3.0 years.

 

F-94


Table of Contents

2014 Plan

The 2014 Plan authorized up to 11.5 million shares of common stock to be issued in the form of stock options, stock appreciation rights, restricted stock or other stock-based awards. At December 31, 2016, 5.6 million shares were available for future issuance. No award shall be granted pursuant to the 2014 Plan on or after September 9, 2024.

The following table presents information about stock options under the 2014 Plan:

 

     Year ended December 31, 2016  
(in millions, except per option amounts and years)    Number of
stock options
     Weighted
average
exercise price
per option
     Aggregate
intrinsic value
     Weighted
average
remaining
term
 

Outstanding at beginning of period

     3.2      $ 21.03        

Granted

     2.8        24.68        

Exercised

     (0.1      21.00        

Forfeited

     (0.1      21.39        
  

 

 

          

Outstanding at end of period

     5.8        22.80      $ 13.3        5.4 years  
  

 

 

          

Expected to vest

     4.5        23.26        8.3        5.6 years  

Exercisable

     1.2        21.02        4.8        4.8 years  

Granted

In 2016, we granted stock options to management that vest 25% on the first anniversary of the date of grant and 6.25% quarterly thereafter through the fourth anniversary of the date of grant and have a seven-year term.

In 2014, we granted stock options to management that vest 40% on the second anniversary of the date of grant and 5.00% quarterly thereafter through the fifth anniversary of the date of grant and have a seven-year term.

The following table presents information about their fair value:

 

     Year ended December 31,  
         2016             2014      

Weighted average grant date fair value

   $ 6.69     $ 6.67  

Expected stock price volatility

     30     33

Risk free interest rate

     1.16     1.76

Expected dividend rate

     nil       nil  

Expected life of options

     4.6 years       4.9 years  

Vested and exercised

Beginning in 2016, options vested and were exercised. The total fair value of options vested during the year was $8.2 million. Options exercised had intrinsic value of $0.6 million, caused us to realize a tax benefit of $0.2 million and resulted in cash contributions of $2.0 million.

 

14.

Restructuring

In the fourth quarter of 2016, we initiated a restructuring program designed to achieve additional efficiencies in our operating model and reduce operating expenses. The program involves selectively realigning personnel, closures of several smaller operations accompanied by consolidation of their operating activities in other business units, and closure or divestiture of certain non-strategic businesses units. The program is expected to be completed by early 2018 when operating activity relocations are scheduled to be completed.

 

F-95


Table of Contents

The following table presents information about restructuring charges under the 2016 program, which are included in SG&A expenses:

 

(in millions)    Year ended
December 31,
2016
     December 31, 2016  
   Cumulative
charges
incurred
     Expected
remaining
charges
     Total
expected
charges
 

Employee severance

   $ 12.9      $ 12.9      $ 5.4      $ 18.3  

Facility closure

     0.4        0.4        3.9        4.3  

Other

     7.0        7.0        5.4        12.4  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 20.3      $ 20.3      $ 14.7      $ 35.0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Americas

   $ 1.8      $ 1.8      $ 1.7      $ 3.5  

EMEA-APAC

     18.5        18.5        13.0        31.5  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 20.3      $ 20.3      $ 14.7      $ 35.0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Other charges are to write-down the carrying value of net assets of businesses that we plan to close or sell under the program.

The following table presents changes to accrued restructuring charges:

 

(in millions)    Employee
severance
     Facility
closure
     Total  

Balance at December 31, 2015

   $ —        $ —        $ —    

Restructuring charges

     12.9        0.4        13.3  

Cash payments

     (2.2      —          (2.2
  

 

 

    

 

 

    

 

 

 

Balance at December 31, 2016

   $ 10.7      $ 0.4      $ 11.1  
  

 

 

    

 

 

    

 

 

 

 

15.

Benefit plans

We sponsor a number of defined benefit plans for our employees worldwide. We present these plans as follows due to their differing geographies, characteristics and actuarial assumptions:

 

   

The U.S. Retirement Plan is a funded and tax-qualified defined benefit retirement plan providing two types of benefits based on: (i) service for substantially all full-time U.S. employees who completed a year of service by May 31, 2005, with benefits frozen on that date; and (ii) beginning in 2016, an annual contribution we make for substantially all full-time U.S. employees that grows at a defined rate. We generally fund the minimum amount required by applicable laws and regulations. We use a December 31 measurement date for the U.S. Retirement Plan.

 

   

The German, French and UK Plans are presented in the aggregate. Our German subsidiaries have unfunded defined benefit pension plans for certain employees and retirees that are closed to new participants. Our French subsidiary has a funded defined benefit pension plan for a certain group of employees that is closed to new participants. Our UK subsidiary has funded defined benefit plans that are closed to new participants and frozen with respect to future accrual of benefits. We use a December 31 measurement date for the German, French and UK Plans.

 

   

We sponsor certain other defined benefit plans that are not material individually or in the aggregate.

We also sponsor a defined contribution plan for our employees in the United States, Canada and Puerto Rico that features an employer match. Prior to 2016, we also provided an annual contribution to those plans based on company performance that was replaced by a similar benefit under the U.S. Retirement Plan beginning in 2016. The aggregate expense for our defined contribution plans was $9.9 million, $10.6 million and $10.7 million for the years ended December 31, 2016, 2015 and 2014, respectively.

 

F-96


Table of Contents

The following table presents information about our defined benefit plans:

 

     U.S. Retirement Plan
Year ended December 31,
    German, French and UK Plans
Year ended December 31,
 
(in millions)        2016             2015             2016             2015      

Change in projected benefit obligation:

        

Beginning balance

   $ 180.1     $ 189.1     $ 164.0     $ 180.3  

Service cost

     3.9       0.7       1.4       1.7  

Interest cost

     6.8       7.7       4.4       5.1  

Actuarial loss (gain)

     4.3       (9.7     34.8       (6.4

Benefits paid

     (7.7     (7.7     (5.1     (3.2

Currency translation

     —         —         (20.2     (13.5

Other

     —         —         0.7       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

     187.4       180.1       180.0       164.0  
  

 

 

   

 

 

   

 

 

   

 

 

 

Change in fair value of plan assets:

        

Beginning balance

     222.8       241.2       84.7       83.0  

Actual gain (loss) on plan assets

     23.1       (10.7     21.7       2.3  

Company contributions

     —         —         10.1       7.3  

Benefits paid

     (7.7     (7.7     (5.1     (3.2

Currency translation

     —         —         (16.2     (4.7
  

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

     238.2       222.8       95.2       84.7  
  

 

 

   

 

 

   

 

 

   

 

 

 

Funded status at end of year

   $ 50.8     $ 42.7     $ (84.8   $ (79.3
  

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated benefit obligation at end of year

   $ 187.4     $ 180.1     $ 172.2     $ 156.5  

Amounts recognized in consolidated balance sheets at end of year:

        

Other assets

     50.8       42.7       0.6       0.8  

Other liabilities

     —         —         85.4       80.1  

Accumulated other comprehensive income (loss)

     13.6       7.9       (66.1     (53.1

At December 31, 2016, the amounts in AOCI that have not been recognized as net periodic pension income or cost relate to actuarial gains or losses, none of which will be recognized for the U.S. Retirement Plan and $3.8 million of which will be recognized for the German, French and UK Plans in 2017.

The following table presents the components of net periodic pension (income) cost:

 

     U.S. Retirement Plan
Year ended December 31,
    German, French and UK Plans
Year ended December 31,
 
(in millions)        2016             2015             2014             2016             2015             2014      

Service cost

   $ 3.9     $ 0.7     $ 0.7     $ 1.4     $ 1.7     $ 1.5  

Interest cost

     6.8       7.7       8.4       4.4       5.1       6.6  

Expected return on plan assets

     (13.1     (14.2     (14.4     (4.6     (4.8     (5.7

Recognized net actuarial (gain) loss

     —         —         (0.4     3.3       3.7       2.1  

Gain on partial plan settlement

     —         —         (6.9     —         —         —    

Other

     —         —         —         0.7       —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ (2.4   $ (5.8   $ (12.6   $ 5.2     $ 5.7     $ 4.5  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the years ended December 31, 2016, 2015 and 2014, the net unrealized gain (loss) recorded in other comprehensive income or loss was: (i) for the U.S. Retirement Plan, $5.8 million, $(15.3) million and $(5.0) million, respectively; and (ii) for the German, French and UK Plans, $(16.4) million, $3.9 million and $(26.3) million, respectively. The amounts reclassified from AOCI into earnings are shown in the table above as recognized net actuarial gain or loss.

 

F-97


Table of Contents

The following table presents the assumptions used to determine the projected benefit obligation and net periodic pension income:

 

     U.S. Retirement Plan
Year ended December 31,
    German, French and UK Plans
Year ended December 31,
 
         2016             2015             2014             2016             2015             2014      

Projected benefit obligation at end of year:

            

Discount rate

     4.23     4.58     4.13     2.36     3.22     2.99

Annual rate of compensation increase

     3.00     *       *       3.00     3.00     3.00

Net periodic pension cost or income:

            

Discount rate

     4.58     4.13     *     3.22     2.99     4.19

Expected rate of return on plan assets

     6.00     6.00     6.00     6.01     5.93     6.92

Annual rate of compensation increase

     3.00     *       *       3.00     3.00     3.00

 

*

Not applicable

**

We used discount rates of 4.90% and 4.34% to measure the net periodic pension income of the U.S. Retirement Plan before and after a partial plan settlement that occurred on June 1, 2014, respectively.

We select our discount rates by reference to published bond yield curves.

The following table presents future benefits expected to be paid at December 31, 2016:

 

(in millions)    U.S. Retirement
Plan
     German, French
and UK Plans
 

2017

   $ 13.9      $ 3.1  

2018

     13.7        3.0  

2019

     12.8        3.8  

2020

     13.0        3.7  

2021

     13.1        4.5  

2022 – 2026

     63.3        28.2  

During the year ended December 31, 2016, we made no contributions to the U.S. Retirement Plan and $10.1 million of aggregate contributions to the German, French and UK Plans. In 2017, we expect to make no contributions to the U.S. Retirement Plan and aggregate contributions of $4.2 million to the German, French and UK Plans.

The following table presents information about plan assets by type of fair value measurement:

 

     December 31, 2016      December 31, 2015  
(in millions)    Total      Level 1      Level 2      Level 3      Total      Level 1      Level 2  

U.S. Retirement Plan:

                    

Cash and cash equivalents

   $ 2.0      $ 2.0      $ —        $ —        $ 1.4      $ 1.4      $ —    

Fixed income funds

     181.0        —          181.0        —          171.4        —          171.4  

Equity funds

     55.2        14.8        36.4        4.0        50.0        18.2        31.8  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 238.2      $ 16.8      $ 217.4      $ 4.0      $ 222.8      $ 19.6      $ 203.2  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

German, French and UK Plans:

                    

Cash and cash equivalents

   $ 1.1      $ 1.1      $ —        $ —        $ 1.0      $ 1.0      $ —    

Fixed income funds

     32.4        —          32.4        —          68.2        —          68.2  

Equity funds

     61.7        —          61.7        —          15.5        —          15.5  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 95.2      $ 1.1      $ 94.1      $ —        $ 84.7      $ 1.0      $ 83.7  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

F-98


Table of Contents

At December 31, 2016, the investment strategy of the U.S. Retirement Plan is to match the investment asset duration with the pension liability duration. This strategy, utilizing diversified fixed income funds, attempts to hedge the discount rate used to present value future pension obligations. The fixed income funds invest in long duration investment grade corporate bonds primarily across industrial, financial and utilities sectors and is managed by a single institution. Surplus assets, the fair market value of assets in excess of benefit obligations, are invested in equity funds. We estimate the future return on plan assets after considering prior performance, but primarily based upon the mix of assets and expectations for the long-term returns on those asset classes. Based on the target asset allocation for each asset class, the overall expected rate of return is adjusted for the historical experience and future expectations of returns as a result of active portfolio management as compared to the benchmark returns. Assets measured using Level 3 inputs were not material to the portfolio.

At December 31, 2016, the investment strategy for the assets of the German, French and UK Plans is to match the expected return of its portfolio with the required return to reach its long-term funding objectives. To generate this return, the plan invests in return-seeking assets, primarily global equity funds. In addition to targeting this return, the strategy also includes mitigating the risk that the present value of the liabilities increases as a result of changes to inflation and interest rates. These liability risks are hedged by investing in fixed income funds, primarily consisting of government bonds and inflation-linked government bonds. The expected long-term rate of return on plan assets used in determining pension expense is determined in a similar manner to the U.S. Retirement Plan.

 

16.

Leases

We lease office and warehouse space, vehicles and computer and office equipment under operating leases. Operating lease expense was $39.2 million, $32.8 million and $35.5 million for the years ended December 31, 2016, 2015 and 2014, respectively.

The following table presents future minimum lease payments under operating leases at December 31, 2016:

 

(in millions)       

2017

   $ 33.4  

2018

     28.4  

2019

     21.7  

2020

     15.1  

2021

     12.9  

Thereafter

     32.8  
  

 

 

 

Total minimum payments

   $ 144.3  
  

 

 

 

 

17.

Other income (expense), net

Other income (expense), net, consists primarily of foreign currency remeasurement gains and losses. Significant foreign-denominated debt instruments are held by a subsidiary in the United States, causing us to record remeasurement gains or losses in earnings to the extent not hedged. In 2015, we designated some of that debt as a hedge of our net investment in foreign operations, which has reduced the impact to earnings. See Note 9.

 

F-99


Table of Contents
18.

Income taxes

The following table presents information related to the consolidated income statements:

 

     Year ended December 31,  
(in millions)    2016      2015      2014  

Income before income taxes:

        

United States

   $ 146.3      $ 123.3      $ 121.4  

Foreign

     88.0        106.8        116.0  
  

 

 

    

 

 

    

 

 

 

Total

   $ 234.3      $ 230.1      $ 237.4  
  

 

 

    

 

 

    

 

 

 

Income tax provision:

        

Current income tax provision:

        

Federal

   $ 37.9      $ 5.1      $ 3.8  

State

     9.1        0.8        0.6  

Foreign

     35.7        42.6        46.5  
  

 

 

    

 

 

    

 

 

 

Total

     82.7        48.5        50.9  
  

 

 

    

 

 

    

 

 

 

Deferred income tax provision (benefit):

        

Federal

     11.2        38.3        40.1  

State

     (1.1      0.9        4.3  

Foreign

     (6.7      (11.9      (10.5
  

 

 

    

 

 

    

 

 

 

Total

     3.4        27.3        33.9  
  

 

 

    

 

 

    

 

 

 

Total income tax provision

   $ 86.1      $ 75.8      $ 84.8  
  

 

 

    

 

 

    

 

 

 

The following table presents the reconciliation of the income tax provision calculated at the United States statutory federal income tax rate of 35% to the amounts presented in the consolidated income statements:

 

     Year ended December 31,  
(in millions)    2016      2015      2014  

Income tax provision at United States federal statutory rate

   $ 82.0      $ 80.5      $ 83.1  

State income taxes, net of federal benefit

     5.2        1.4        3.3  

Change in foreign tax rates

     —          (4.5      —    

Foreign rate differential

     (7.4      (11.0      (10.4

Changes to valuation allowance not included above

     5.4        5.1        5.6  

Other, net

     0.9        4.3        3.2  
  

 

 

    

 

 

    

 

 

 

Income tax provision

   $ 86.1      $ 75.8      $ 84.8  
  

 

 

    

 

 

    

 

 

 

 

F-100


Table of Contents

The following table presents information about deferred tax assets and liabilities:

 

     December 31,  
(in millions)    2016      2015  

Deferred tax assets:

     

Net operating loss carryforwards

   $ 104.1      $ 136.2  

Other

     40.7        40.3  
  

 

 

    

 

 

 

Deferred tax assets, gross

     144.8        176.5  

Valuation allowances

     (105.1      (102.5
  

 

 

    

 

 

 

Deferred tax assets, net

     39.7        74.0  
  

 

 

    

 

 

 

Deferred tax liabilities:

     

Intangible assets

     (442.0      (467.2

Goodwill

     (39.7      (38.2

Other

     (21.4      (16.2
  

 

 

    

 

 

 

Total deferred tax liabilities

     (503.1      (521.6
  

 

 

    

 

 

 

Net deferred tax liability

   $ (463.4    $ (447.6
  

 

 

    

 

 

 

Classification on consolidated balance sheets:

     

Other assets

   $ 13.8      $ 11.9  

Deferred income tax liabilities

     (477.2      (459.5
  

 

 

    

 

 

 

Net deferred tax liability

   $ (463.4    $ (447.6
  

 

 

    

 

 

 

The increase (decrease) to the valuation allowance for the years ended December 31, 2016, 2015 and 2014 was $2.6 million, $(7.5) million and $(9.3) million, respectively.

At December 31, 2016, most of the valuation allowances presented above relate to foreign net operating loss carryforwards that are not expected to be realized. We evaluate the realization of deferred tax assets by considering such factors as the reversal of existing taxable temporary differences, expected profitability by tax jurisdiction and available carryforward periods. The extent and timing of any such reversals will influence the extent of tax benefits recognized in a particular year. Should applicable losses, credits and deductions ultimately be realized, the resulting reduction in the valuation allowance would generally be recognized as a component of our income tax provision or benefit.

Uncertain tax positions

We conduct business globally, causing us to file income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities, including jurisdictions in which we have significant operations such as Germany, France, the UK, Belgium, Sweden, Canada, Switzerland and the United States. We have concluded substantially all income tax matters (i) in the United States through 2005 and (ii) in the foreign jurisdictions noted above through 2010.

The development of reserves for uncertain tax positions requires judgments about tax issues, potential outcomes and timing of settlement discussions with tax authorities. If we were to prevail on all uncertain tax positions, we would recognize a benefit to our income tax provision.

 

F-101


Table of Contents

The following table reflects changes to the reserve for uncertain tax positions:

 

     Year ended December 31,  
(in millions)    2016      2015      2014  

Beginning balance

   $ 62.2      $ 61.7      $ 57.9  

Additions:

        

Tax positions related to the current year

     1.7        1.7        5.1  

Tax positions related to prior years

     0.1        0.3        0.3  

Reductions:

        

Tax positions related to prior years

     —          (0.2      (0.1

Settlements with taxing authorities

     (1.2      (0.1      (0.3

Lapse of statutes of limitations

     (0.6      (0.6      (0.4

Currency translation

     (0.4      (0.6      (0.8
  

 

 

    

 

 

    

 

 

 

Ending balance

   $ 61.8      $ 62.2      $ 61.7  
  

 

 

    

 

 

    

 

 

 

The amounts above exclude accrued interest and penalties of $1.2 million and $1.0 million at December 31, 2016 and 2015, respectively. We expect a reduction in the liability for uncertain tax positions of up to $0.9 million over the next twelve months as a result of settlements with taxing authorities and the lapse of statutes of limitations.

Other matters

Neither income taxes nor foreign withholding taxes have been provided on $842.8 million of cumulative undistributed earnings of foreign subsidiaries as of December 31, 2016. These earnings are considered permanently invested in the business. We make an evaluation at the end of each reporting period as to whether or not some or all of the undistributed earnings are permanently reinvested. Future changes in facts and circumstances could require us to recognize income tax liabilities on the assumption that our foreign undistributed earnings will be distributed to the United States in a manner that attracts a net tax cost. At this time, a determination of the amount of unrecognized deferred tax liabilities is not practicable because of the complexities associated with its hypothetical calculation.

At December 31, 2016, we had federal net operating loss carryforwards of $133.5 million that begin to expire in 2027 and state net operating loss carryforwards of $332.8 million, with a corresponding state tax benefit of $12.7 million, that expire at various times through 2034. In addition, we had foreign net operating loss carryforwards of $308.2 million, which predominantly have indefinite expirations.

We have entered into an agreement that provides for the payment to Varietal of the majority of cash savings in U.S. federal, state and local income tax as a result of the utilization of net operating losses generated in periods prior to the IPO. See Note 20.

We file a consolidated federal and certain state combined income tax returns with our domestic subsidiaries.

 

F-102


Table of Contents
19.

Comprehensive income or loss

The following table presents changes in the components of AOCI, net of tax:

 

(in millions)    Foreign
currency
translation
    Derivative
instruments
    Defined
benefit
plans
    Total  

Balance at December 31, 2013

   $ 13.3     $ (2.1   $ (8.7   $ 2.5  

Net unrealized (loss) gain arising during the period

     (204.2     0.7       (27.0     (230.5

Reclassification of net loss (gain) into earnings

     —         1.1       (3.0     (1.9
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2014

     (190.9     (0.3     (38.7     (229.9

Net unrealized (loss) gain arising during the period

     (174.4     3.0       (7.0     (178.4

Reclassification of net (gain) loss into earnings

     —         (0.7     2.7       2.0  
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2015

     (365.3     2.0       (43.0     (406.3

Net unrealized (loss) gain arising during the period

     (22.4     9.1       (9.4     (22.7

Reclassification of net loss (gain) into earnings

     1.2       (2.3     2.7       1.6  
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2016

   $ (386.5   $ 8.8     $ (49.7   $ (427.4
  

 

 

   

 

 

   

 

 

   

 

 

 

The following table presents the reclassifications of net (gain) loss from AOCI into earnings:

 

     Year ended December 31,  
(in millions)    2016        2015          2014    

Foreign currency translation:

        

Selling, general and administrative expenses

   $ 1.7      $ —        $ —    

Income tax provision

     (0.5      —          —    
  

 

 

    

 

 

    

 

 

 

Net income

   $ 1.2      $ —        $ —    
  

 

 

    

 

 

    

 

 

 

Derivative instruments:

        

Cost of goods sold

   $ (4.2    $ (2.3    $ 0.6  

Interest expense

     1.4        0.3        0.6  

Loss on extinguishment of debt

     —          0.7        0.5  

Income tax provision

     0.5        0.6        (0.6
  

 

 

    

 

 

    

 

 

 

Net income

   $ (2.3    $ (0.7    $ 1.1  
  

 

 

    

 

 

    

 

 

 

Defined benefit plans:

        

Selling, general and administrative expenses

   $ 3.9      $ 3.9      $ (5.3

Income tax provision

     (1.2      (1.2      2.3  
  

 

 

    

 

 

    

 

 

 

Net income

   $ 2.7      $ 2.7      $ (3.0
  

 

 

    

 

 

    

 

 

 

The following table presents the income tax effects of comprehensive income or loss components:

 

     Year ended December 31,  
(in millions)    2016     2015     2014  

Foreign currency translation:

      

Net unrealized income tax provision arising during the period

   $ (11.1   $ (1.5   $ —    

Reclassification of net income tax benefit into earnings

     (0.5     —         —    

Derivative instruments:

      

Net unrealized income tax provision arising during the period

     (4.8     (1.8     (0.2

Reclassification of net income tax provision (benefit) into earnings

     0.5       0.6       (0.6

Defined benefit plans:

      

Net unrealized income tax benefit arising during the period

     2.2       4.8       10.1  

Reclassification of net income tax (benefit) provision into earnings

     (1.2     (1.2     2.3  

 

F-103


Table of Contents
20.

Related party transactions

Due to Varietal — ITRA

We are party to an ITRA with Varietal. The ITRA provides for the payment of most of the cash savings in U.S. federal, state and local income tax realized as a result of utilizing net operating losses that were generated in periods prior to the IPO. Varietal will not reimburse us for any payments previously made under the ITRA if such benefits are subsequently disallowed. As noted previously, Madison Dearborn Partners owns a controlling interest in Varietal.

We make payments under the ITRA the year after the tax year for which we claim the net operating loss carryforwards. We made a payment under the ITRA of $78.1 million during the year ended December 31, 2016. At December 31, 2016, the remaining amount due to Varietal under the ITRA was $85.0 million, $27.7 million of which is classified as current and represents our estimate of the payment that will become due in March 2017.

Registration rights agreement

During the years ended December 31, 2016 and 2015, Varietal completed registered sales of 25.2 million and 31.1 million shares of our common stock, respectively. We received no proceeds from these sales and issued no additional shares of our common stock. Pursuant to our registration rights agreement with Varietal (see Note 10), we incurred expenses of $1.2 million and $1.5 million in 2016 and 2015, respectively, for the registrations and sales of common stock.

 

21.

Risks and uncertainties

Evaluating goodwill and the VWR tradename for impairment

On October 1 of each year, we perform annual impairment testing of our goodwill and the VWR tradename. The impairment testing requires us to estimate the fair value of these assets, which requires significant judgment.

We experienced more modest growth across our business in 2016 compared to 2015, which caused us to decrease the projected cash flows of our reporting units resulting in a decline in the estimated fair value using the income approach. Increases in the market approach driven by increased stock performance and valuation multiples more than offset that decrease for the Americas and partially offset that decrease for EMEA-APAC. This resulted in an increase to the estimated fair value of our Americas reporting unit, a decrease to the estimated fair value of our EMEA-APAC reporting unit and an increase to the estimated fair value our indefinite-lived intangible assets, each compared to prior periods. However, future changes in our estimates or judgments could reduce our fair value measurements, which could in turn result in an impairment charge. For example, our expected net sales, cash flow performance or market conditions could be adversely affected by negative macroeconomic or industry-specific factors. In 2011 and 2010, we recognized impairment charges of $3.3 million and $48.1 million, respectively, related to changes in the science education industry, while in 2008 we recognized impairment charges of $392.1 million related to macroeconomic factors. We could also experience adverse changes in market factors such as discount rates, valuation multiples derived from comparable publicly-traded companies, a decline in the trading price of our common stock or control premiums derived from market transactions.

At October 1, 2016, the estimated fair value of the VWR tradename, which comprises substantially all of our indefinite-lived intangible assets, exceeded its carrying value by over $300 million, and the estimated fair values of our Americas and EMEA-APAC reporting units exceeded their carrying values by over $1.1 billion and over $900 million, respectively.

Evaluating long-lived assets for impairment

We have acquired 46 businesses since June 2007. Following their recognition in business combinations, we are required to monitor their long-lived assets for indicators of impairment. If identified, we are required to perform impairment testing, which may require us to estimate the fair value of those assets. Estimating fair value requires us to exercise significant judgment.

 

F-104


Table of Contents

Based on a review of financial performance in 2015, we decreased our forecast of the profitability of a non-strategic business in our EMEA-APAC segment and recorded impairment charges of $3.2 million in 2015. In 2016, we committed to a plan to sell that business as part of the restructuring program disclosed in Note 14. As a result, we incurred additional charges of $6.6 million to write-down the carrying value of its net assets.

Should we identify other indicators of impairment in future periods, we may be required to recognize additional charges.

Changes to foreign currency exchange rates

Our operations span the globe. A significant portion of our earnings and net assets are denominated in foreign currencies, principally the euro but also the British pound sterling and many others. We also carry a significant amount of euro-denominated debt in the United States. Because we translate or remeasure these items into U.S. dollars, changes in foreign currency exchange rates can have a significant impact on our reported results.

We are not able to predict the impact that future changes in foreign currency exchange rates may have on our operating results, but their impact could be significant. Over the past few years, we have experienced significant changes in foreign currency exchange rates. Following a 2016 referendum to leave the European Union, the value of the British pound sterling in U.S. dollars dropped significantly. The value of the euro in U.S. dollars also reached a historic low in late 2016. These trends followed a significant strengthening of the U.S. dollar against most foreign currencies during the second half of 2014.

In 2015, we designated hedges that reduced our exposure to foreign currency remeasurement recorded in earnings. For more information, see Note 9.

Significant concentrations

Our two largest suppliers accounted for 8% and 6% of our cost of goods sold in 2016.

 

22.

Segment financial information

We report financial results on the basis of two reportable segments organized by geographic region: the Americas and EMEA-APAC. Both the Americas and EMEA-APAC segments provide laboratory products, services and solutions to customers in the life science, general research and applied markets, including the pharmaceutical, biotechnology, agricultural, chemical, environmental, food and beverage, health care, microelectronic and petrochemical industries, as well as governmental agencies, universities and research institutes and environmental organizations. Corporate costs are managed centrally and attributed to the Americas segment.

 

F-105


Table of Contents

The following tables present segment financial information:

 

     Year ended December 31,  
(in millions)    2016      2015      2014  

Net sales:

        

Americas

   $ 2,737.7      $ 2,577.3      $ 2,430.1  

EMEA-APAC

     1,776.5        1,741.5        1,945.2  
  

 

 

    

 

 

    

 

 

 

Total

   $ 4,514.2      $ 4,318.8      $ 4,375.3  
  

 

 

    

 

 

    

 

 

 

Operating income:

        

Americas

   $ 174.9      $ 162.5      $ 141.0  

EMEA-APAC

     140.7        157.7        176.9  
  

 

 

    

 

 

    

 

 

 

Total

   $ 315.6      $ 320.2      $ 317.9  
  

 

 

    

 

 

    

 

 

 

Capital expenditures:

        

Americas

   $ 47.8      $ 30.5      $ 22.2  

EMEA-APAC

     12.1        10.4        11.4  
  

 

 

    

 

 

    

 

 

 

Total

   $ 59.9      $ 40.9      $ 33.6  
  

 

 

    

 

 

    

 

 

 

Depreciation and amortization:

        

Americas

   $ 87.3      $ 82.1      $ 77.8  

EMEA-APAC

     42.8        42.4        51.5  
  

 

 

    

 

 

    

 

 

 

Total

   $ 130.1      $ 124.5      $ 129.3  
  

 

 

    

 

 

    

 

 

 

 

     December 31,  
(in millions)    2016      2015  

Total assets:

     

Americas

   $ 3,067.1      $ 2,867.6  

EMEA-APAC

     1,895.4        1,926.2  
  

 

 

    

 

 

 

Total

   $ 4,962.5      $ 4,793.8  
  

 

 

    

 

 

 

The amounts above exclude inter-segment activity. All of the net sales for each segment are from external customers. We determined that disclosing net sales for each group of similar customers, products and services would be impracticable.

The following tables present net sales and property and equipment by geographic area:

 

     Year ended December 31,  
(in millions)    2016      2015      2014  

Net sales:

        

United States

   $ 2,517.7      $ 2,355.9      $ 2,188.2  

Canada

     185.2        188.9        205.6  

Central and South America

     34.8        32.5        36.3  

Europe

     1,704.8        1,676.6        1,870.3  

Asia-Pacific

     71.7        64.9        74.9  
  

 

 

    

 

 

    

 

 

 

Total

   $ 4,514.2      $ 4,318.8      $ 4,375.3  
  

 

 

    

 

 

    

 

 

 

 

F-106


Table of Contents
     December 31,  
(in millions)    2016      2015  

Property and equipment:

     

United States

   $ 166.1      $ 139.9  

Canada

     5.9        4.2  

Central and South America

     4.4        2.6  

Europe

     72.0        74.9  

Asia-Pacific

     5.4        6.6  
  

 

 

    

 

 

 

Total

   $ 253.8      $ 228.2  
  

 

 

    

 

 

 

We disclose property and equipment by geographic area because many of these assets cannot be readily moved and are illiquid, subjecting them to geographic risk. None of our other long-lived assets are subject to geographic risk.

 

23.

Unaudited quarterly financial information

 

     Year ended December 31, 2016  
(in millions, except per share data)    First      Second      Third      Fourth  

Net sales

   $ 1,098.3      $ 1,149.5      $ 1,136.1      $ 1,130.3  

Gross profit

     310.6        323.4        313.5        314.3  

Net income

     38.8        41.8        40.6        27.0  

Earnings per share:

           

Basic

     0.30        0.32        0.31        0.21  

Diluted

     0.29        0.32        0.31        0.20  

 

     Year ended December 31, 2015  
(in millions, except per share data)    First      Second      Third      Fourth  

Net sales

   $ 1,029.6      $ 1,081.2      $ 1,095.5      $ 1,112.5  

Gross profit

     291.2        298.5        299.5        307.9  

Net income

     71.5        18.3        11.0        53.5  

Earnings per share:

           

Basic

     0.54        0.14        0.08        0.41  

Diluted

     0.54        0.14        0.08        0.41  

 

24.

Condensed parent company only financial statements

Our subsidiaries are party to certain debt agreements that restrict their ability to pay dividends or make other distributions to us. At December 31, 2016, $1,308.4 million of the net assets of our subsidiaries were subject to those restrictions. Those net assets are restricted from being transferred to us in the form of loans, advances or cash dividends except as permitted by the debt agreements. For example, those agreements allow our subsidiaries to fund amounts payable under the ITRA without the restriction.

Pursuant to SEC regulations, the following presents condensed financial information as to the financial position, results of operations and cash flows of VWR Corporation on an unconsolidated basis. The related disclosures required by those regulations are provided elsewhere in the consolidated financial statements.

 

F-107


Table of Contents

Condensed parent company only balance sheets

 

     December 31,  
(in millions, except per share data)    2016     2015  

Assets

    

Cash and cash equivalents

   $ 4.7     $ —    

Investment in unconsolidated subsidiaries

     1,595.9       1,538.3  
  

 

 

   

 

 

 

Total assets

   $ 1,600.6     $ 1,538.3  
  

 

 

   

 

 

 

Liabilities, redeemable equity and stockholders’ equity

    

Current liabilities:

    

Current amount due to Varietal — ITRA

   $ 27.7       78.1  
  

 

 

   

 

 

 

Total current liabilities

     27.7       78.1  

Amount due to Varietal — ITRA, net of current portion

     57.3       85.0  
  

 

 

   

 

 

 

Total liabilities

     85.0       163.1  

Redeemable equity, at redemption value

     21.2       38.8  

Stockholders’ equity:

    

Preferred stock, $0.01 par value; 50.0 shares authorized, no shares issued or outstanding

     —         —    

Common stock, $0.01 par value; 750.0 shares authorized, 131.6 and 131.4 shares issued and outstanding

     1.3       1.3  

Additional paid-in capital

     1,766.0       1,735.1  

Retained earnings

     154.5       6.3  

Accumulated other comprehensive loss

     (427.4     (406.3
  

 

 

   

 

 

 

Total stockholders’ equity

     1,494.4       1,336.4  
  

 

 

   

 

 

 

Total liabilities, redeemable equity and stockholders’ equity

   $ 1,600.6     $ 1,538.3  
  

 

 

   

 

 

 

Condensed parent company only income statements

 

     Year ended December 31,  
(in millions)    2016      2015      2014  

Equity in earnings of unconsolidated subsidiaries, net of tax

   $ 148.2      $ 154.3      $ 152.6  
  

 

 

    

 

 

    

 

 

 

Net income

     148.2        154.3        152.6  

Accretion of dividends on redeemable equity

     —          —          (29.4
  

 

 

    

 

 

    

 

 

 

Net income applicable to common stockholders

   $ 148.2      $ 154.3      $ 123.2  
  

 

 

    

 

 

    

 

 

 

 

F-108


Table of Contents

Condensed parent company only statements of cash flows

 

     Year ended December 31,  
(in millions)    2016     2015     2014  

Cash flows from financing activities:

      

Proceeds from issuance of common stock

   $ 4.7     $ 1.3     $ 582.6  

Payment of stock issuance costs

     —         —         (4.8

Capital contributed to unconsolidated subsidiaries

     —         (1.3     (577.8

Receipt of dividends from unconsolidated subsidiaries

     78.1       9.8       33.9  

Payment of dividend

     —         —         (25.0

Redemption of redeemable equity

     —         —         (8.9

Payment to Varietal under ITRA

     (78.1     (9.8     —    
  

 

 

   

 

 

   

 

 

 

Net cash from financing activities

     4.7       —         —    

Cash and cash equivalents at beginning of period

     —         —         —    
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 4.7     $ —       $ —    
  

 

 

   

 

 

   

 

 

 

 

25.

Valuation and qualifying accounts

The following table presents changes to our valuation and qualifying accounts:

 

(in millions)    Beginning
balance
     Charged to
costs and
expenses
     Deductions(1)     Currency
translation
    Ending
balance
 

Year ended December 31, 2016:

            

Reserves on trade accounts receivable

   $ 12.0      $ 3.0      $ (4.1   $ (0.4   $ 10.5  

Valuation allowances on deferred taxes

     102.5        5.0        —         (2.4     105.1  

Year ended December 31, 2015:

            

Reserves on trade accounts receivable

     12.2        3.3        (2.6     (0.9     12.0  

Valuation allowances on deferred taxes

     110.0        3.3        —         (10.8     102.5  

Year ended December 31, 2014:

            

Reserves on trade accounts receivable

     14.8        2.4        (4.2     (0.8     12.2  

Valuation allowances on deferred taxes

     119.3        2.5        —         (11.8     110.0  

 

(1)

Deductions represent bad debts charged off, net of recoveries.

 

F-109


Table of Contents

VWR Corporation and subsidiaries

Condensed consolidated balance sheets (unaudited)

 

(in millions, except per share data)    September 30,
2017
    December 31,
2016
 

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 120.3     $ 168.7  

Trade accounts receivable, net of reserves of $11.8 and $10.5

     691.1       607.2  

Inventories

     522.2       483.1  

Other current assets

     90.1       93.1  
  

 

 

   

 

 

 

Total current assets

     1,423.7       1,352.1  

Property and equipment, net of accumulated depreciation of $295.1 and $248.9

     333.0       253.8  

Goodwill

     2,044.8       1,844.0  

Other intangible assets, net

     1,488.0       1,407.8  

Other assets

     119.6       104.8  
  

 

 

   

 

 

 

Total assets

   $ 5,409.1     $ 4,962.5  
  

 

 

   

 

 

 

Liabilities, redeemable equity and stockholders’ equity

    

Current liabilities:

    

Current portion of debt

   $ 320.2     $ 250.1  

Accounts payable

     513.0       476.3  

Employee-related liabilities

     112.7       79.3  

Current amount due to Varietal — ITRA

     26.0       27.7  

Other current liabilities

     163.6       152.7  
  

 

 

   

 

 

 

Total current liabilities

     1,135.5       986.1  

Debt, net of current portion

     1,859.8       1,766.9  

Amount due to Varietal — ITRA, net of current portion

     31.3       57.3  

Deferred income tax liabilities

     429.0       477.2  

Other liabilities

     205.3       159.4  
  

 

 

   

 

 

 

Total liabilities

     3,660.9       3,446.9  

Commitments and contingencies (Note 8)

    

Redeemable equity, at redemption value

     36.2       21.2  

Stockholders’ equity:

    

Preferred stock, $0.01 par value; 50.0 shares authorized, no shares issued or outstanding

     —         —    

Common stock, $0.01 par value; 750.0 shares authorized, 131.9 and 131.6 shares issued and outstanding

     1.3       1.3  

Additional paid-in capital

     1,765.7       1,766.0  

Retained earnings

     279.1       154.5  

Accumulated other comprehensive loss

     (334.1     (427.4
  

 

 

   

 

 

 

Total stockholders’ equity

     1,712.0       1,494.4  
  

 

 

   

 

 

 

Total liabilities, redeemable equity and stockholders’ equity

   $ 5,409.1     $ 4,962.5  
  

 

 

   

 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

F-110


Table of Contents

VWR Corporation and subsidiaries

Condensed consolidated income statements (unaudited)

 

     Three months ended
September 30,
    Nine months ended
September 30,
 
(in millions, except per share data)    2017     2016     2017     2016  

Net sales

   $ 1,195.2     $ 1,136.1     $ 3,509.6     $ 3,383.9  

Cost of goods sold

     860.6       822.6       2,524.8       2,436.4  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     334.6       313.5       984.8       947.5  

Selling, general and administrative expenses

     251.5       230.3       739.5       700.0  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     83.1       83.2       245.3       247.5  

Interest expense

     (21.8     (20.6     (61.1     (60.5

Other income (expense), net

     8.3       (0.4     4.8       (0.9
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     69.6       62.2       189.0       186.1  

Income tax provision

     (20.5     (21.6     (64.4     (64.9
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 49.1     $ 40.6     $ 124.6     $ 121.2  
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings per share:

        

Basic

   $ 0.37     $ 0.31     $ 0.95     $ 0.92  

Diluted

     0.37       0.31       0.94       0.92  

Weighted average shares outstanding:

        

Basic

     131.8       131.5       131.7       131.4  

Diluted

     133.1       131.9       132.6       131.7  

 

See accompanying notes to the condensed consolidated financial statements.

 

F-111


Table of Contents

VWR Corporation and subsidiaries

Condensed consolidated statements of comprehensive income or loss (unaudited)

 

     Three months ended
September 30,
    Nine months ended
September 30,
 
(in millions)        2017             2016             2017             2016      

Net income

   $ 49.1     $ 40.6     $ 124.6     $ 121.2  

Other comprehensive income:

        

Foreign currency translation:

        

Net unrealized gain arising during the period

     36.3       4.7       99.8       27.3  

Derivative instruments:

        

Net unrealized (loss) gain arising during the period

     (0.8     2.9       (3.3     (0.2

Reclassification of net gain into earnings

     (5.6     (0.5     (5.9     (1.3

Defined benefit plans:

        

Reclassification of net loss into earnings

     0.7       0.3       2.7       1.5  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income

     30.6       7.4       93.3       27.3  
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

   $ 79.7     $ 48.0     $ 217.9     $ 148.5  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

F-112


Table of Contents

VWR Corporation and subsidiaries

Condensed consolidated statements of redeemable equity and stockholders’ equity (unaudited)

 

     Redeemable
equity, at
redemption
value
     Stockholders’ equity  
     Common stock      Additional
paid-in
capital
    Retained
earnings
     AOCI     Total  
(in millions)    Shares      Par
value
 

Balance at December 31, 2016

   $ 21.2        131.6      $ 1.3      $ 1,766.0     $ 154.5      $ (427.4   $ 1,494.4  

Issuance of common stock

     —          0.3        —          5.0       —          —         5.0  

Stock-based compensation expense

     —          —          —          9.7       —          —         9.7  

Reclassifications to state redeemable equity at redemption value

     15.0        —          —          (15.0     —          —         (15.0

Net income

     —          —          —          —         124.6        —         124.6  

Other comprehensive income

     —          —          —          —         —          93.3       93.3  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Balance at September 30, 2017

   $ 36.2        131.9      $ 1.3      $ 1,765.7     $ 279.1      $ (334.1   $ 1,712.0  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

F-113


Table of Contents

VWR Corporation and subsidiaries

Condensed consolidated statements of cash flows (unaudited)

 

     Nine months ended
September 30,
 
(in millions)    2017     2016  

Cash flows from operating activities:

    

Net income

   $ 124.6     $ 121.2  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     108.8       96.5  

Deferred income tax (benefit) provision

     (27.5     15.9  

Stock-based compensation expense

     9.7       6.1  

Other, net

     0.9       8.5  

Changes in working capital, net of business acquisitions:

    

Trade accounts receivable

     (38.4     (29.8

Inventories

     (12.3     (30.0

Accounts payable

     5.9       (34.4

Other assets and liabilities

     30.6       32.1  
  

 

 

   

 

 

 

Net cash provided by operating activities

     202.3       186.1  
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Acquisitions of businesses, net of cash acquired

     (197.3     (60.8

Capital expenditures

     (43.0     (45.5

Other investing activities

     6.1       —    
  

 

 

   

 

 

 

Net cash used in investing activities

     (234.2     (106.3
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Proceeds from debt

     714.2       483.7  

Repayment of debt

     (708.6     (497.1

Payment to Varietal under ITRA

     (27.7     (78.1

Payment of contingent consideration

     (21.4     (4.2

Net change in bank overdrafts

     0.9       16.2  

Proceeds from settlement of interest rate swaps

     9.7       —    

Other financing activities

     5.0       1.3  
  

 

 

   

 

 

 

Net cash used in financing activities

     (27.9     (78.2
  

 

 

   

 

 

 

Effect of exchange rate changes on cash

     11.4       3.8  
  

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     (48.4     5.4  

Cash and cash equivalents at beginning of period

     168.7       136.3  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 120.3     $ 141.7  
  

 

 

   

 

 

 

Supplemental disclosures of cash flow information:

    

Cash paid for interest

   $ 50.9     $ 54.7  

Cash paid for income taxes, net

     64.3       51.5  

 

See accompanying notes to the condensed consolidated financial statements.

 

F-114


Table of Contents

VWR Corporation and subsidiaries

Notes to the condensed consolidated financial statements (unaudited)

 

1.

Nature of operations and basis of presentation

We are a leading global independent provider of product and service solutions to laboratory and production customers with significant market positions in Europe and North America. We offer a broad portfolio of branded and private label laboratory products, a full range of value-added services and custom manufacturing capabilities to meet our customers’ needs. Services represent a growing but currently small portion of our overall net sales.

Pending merger with Avantor

In May 2017, we entered into an agreement and plan of merger with Avantor pursuant to which each issued and outstanding share of our common stock will be exchanged for $33.25. In July 2017, our stockholders voted to approve and adopt the merger agreement. The completion of the merger is subject to certain regulatory approvals and other customary closing conditions and is expected to occur in mid to late fourth quarter of 2017.

The merger agreement resulted in a number of changes to our commitments and contingencies, and we expect to incur significant costs related to the pending merger, each as discussed further in Note 8.

Basis of presentation

We report financial results for two segments organized by geographic region: the Americas and EMEA-APAC.

The condensed consolidated financial statements have been prepared on the basis that we will continue to operate as a separate company from Avantor for the foreseeable future. Specifically:

 

   

Assets and liabilities have been presented as current or noncurrent, and forward-looking disclosures have been prepared, on the same basis as prior periods; and

 

   

Significant commitments and contingencies related to the merger, as discussed further in Note 8, have been disclosed but not recognized.

We have prepared these condensed consolidated financial statements without audit pursuant to the rules and regulations of the SEC. Certain information normally included in financial statements prepared in accordance with GAAP has been condensed or omitted pursuant to such rules and regulations. The financial information presented herein reflects all adjustments (consisting only of normal, recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results for interim periods are not necessarily indicative of the results to be expected for the full year.

We believe that the disclosures included herein are adequate to make the information presented not misleading in any material respect when read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report. Those audited consolidated financial statements include a summary of our significant accounting policies, to which there have been no material changes.

Principles of consolidation

The accompanying condensed consolidated financial statements include the accounts of VWR Corporation and the redeemable equity of Varietal, each after the elimination of intercompany balances and transactions.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue, expense, income and loss during the reporting period. Actual results could differ significantly from those estimates.

 

F-115


Table of Contents
2.

New accounting standards

In March 2017, the FASB issued new guidance about the presentation of the components of net periodic pension cost. The new guidance would require us to classify service cost as SG&A expense, interest cost as interest expense and the other components of net periodic pension cost as other income (expense), net. We would expect no change to income before income taxes or net income and would adopt the new guidance retrospectively beginning in the first quarter of 2018.

In February 2016, the FASB issued comprehensive new guidance about leases. Under the new guidance, most leases would be recognized on our consolidated balance sheet as liabilities with corresponding right-of-use assets. The new guidance carries forward a similar method of expense recognition for lessees. The new guidance would be effective for us beginning in the first quarter of 2019, with early adoption permitted, and would be adopted using a modified retrospective approach. We would expect this new guidance to result in a significant increase to our assets and liabilities.

In May 2014, the FASB issued comprehensive new revenue recognition guidance. The guidance provides a new model for revenue recognition that supersedes most current guidance and requires more disclosures about revenue including the components of revenue that are communicated to investors. The new guidance would be effective for us beginning in the first quarter of 2018 and could be adopted using either a full retrospective or a modified retrospective approach. We would expect the new recognition model to primarily impact only certain portions of our business and to result in expanded disclosures. We would not expect a material change to our results upon adoption; however, our evaluation is not yet complete. As part of the adoption we would evaluate the need for any changes to our internal control over financial reporting. We would adopt the new standard using the modified retrospective method.

There were no other new accounting standards that we would expect to have a material impact to our financial position or results of operations upon adoption.

 

3.

Earnings per share

The following table presents information about basic and diluted earnings per share:

 

     Three months ended
September 30,
     Nine months ended
September 30,
 
(in millions)        2017              2016              2017              2016      

Reconciliation of weighted average shares outstanding:

           

Basic

     131.8        131.5        131.7        131.4  

Dilutive effect of stock-based instruments

     1.3        0.4        0.9        0.3  
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted

     133.1        131.9        132.6        131.7  
  

 

 

    

 

 

    

 

 

    

 

 

 

Number of anti-dilutive instruments excluded from dilutive effect

     1.4        2.1        3.1        3.9  

 

4.

Acquisitions

During the nine months ended September 30, 2017, we acquired three businesses for $197.3 million, net of cash acquired. Except for their effects on investing cash flow and leasing (see Note 12), none of these acquisitions, nor their related costs, were material individually or in the aggregate to our results of operations or financial condition.

 

F-116


Table of Contents
5.

Goodwill and other intangible assets, net

The following tables present information about goodwill by segment:

 

(in millions)    Americas      EMEA-APAC      Total  

Balance at December 31, 2016

   $ 1,114.1      $ 729.9      $ 1,844.0  

Acquisitions

     88.5        18.9        107.4  

Currency translation

     7.0        86.4        93.4  
  

 

 

    

 

 

    

 

 

 

Balance at September 30, 2017

   $ 1,209.6      $ 835.2      $ 2,044.8  
  

 

 

    

 

 

    

 

 

 

 

     September 30, 2017      December 31, 2016  
(in millions)    Gross
carrying
amount
     Accumulated
impairment
losses
     Net
carrying
amount
     Gross
carrying
amount
     Accumulated
impairment
losses
     Net
carrying
amount
 

Americas

   $ 1,416.2      $ 206.6      $ 1,209.6      $ 1,320.7      $ 206.6      $ 1,114.1  

EMEA-APAC

     835.2        —          835.2        729.9        —          729.9  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 2,251.4      $ 206.6      $ 2,044.8      $ 2,050.6      $ 206.6      $ 1,844.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The following table presents the components of other intangible assets:

 

     September 30, 2017      December 31, 2016  
(in millions)    Gross
carrying
amount
     Accumulated
amortization
     Net
carrying
amount
     Gross
carrying
amount
     Accumulated
amortization
     Net
carrying
amount
 

Customer relationships

   $ 1,541.2      $ 741.7      $ 799.5      $ 1,413.0      $ 651.3      $ 761.7  

Other

     73.3        27.7        45.6        49.7        20.1        29.6  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Amortizable intangible assets

     1,614.5        769.4        845.1        1,462.7        671.4        791.3  

Indefinite-lived trademarks and tradenames

     642.9        —          642.9        616.5        —          616.5  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other intangible assets

   $ 2,257.4      $ 769.4      $ 1,488.0      $ 2,079.2      $ 671.4      $ 1,407.8  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Amortization expense was $23.9 million and $21.4 million for the three months ended September 30, 2017 and 2016, respectively, and $69.5 million and $63.7 million for the nine months ended September 30, 2017 and 2016, respectively.

The following table presents estimated future amortization expense at September 30, 2017:

 

(in millions)       

Remainder of 2017

   $ 23.9  

2018

     93.8  

2019

     92.1  

2020

     90.7  

2021

     86.5  

Thereafter

     458.1  
  

 

 

 

Total

   $ 845.1  
  

 

 

 

 

F-117


Table of Contents
6.

Debt

The following table presents information about debt:

 

   

September 30, 2017

    December 31,
2016
 
(dollars in millions)  

Interest terms

  Rate     Amount  

Accounts receivable securitization facility

  LIBOR plus 1.15%     2.38   $ 163.9     $ 163.9  

Senior credit facility:

       

Multi-currency revolving loan facility

  Variable     3.36     83.7       31.6  

Term A loan, net of discount of $3.9 and $4.8

  LIBOR plus 2.00%     3.24     826.6       859.7  

Term B loan, net of discount of $3.8 and $4.4

  EURIBOR plus 3.00%     3.00     471.6       423.8  

4.625% senior notes, net of discount of $6.3 and $7.0

  Fixed rate     4.63     588.6       524.9  

Capital lease obligations

 

    45.6       13.1  
 

 

 

   

 

 

 

Total debt

 

  $ 2,180.0     $ 2,017.0  
 

 

 

   

 

 

 

Classification on condensed consolidated balance sheets:

 

Current portion of debt

 

  $ 320.2     $ 250.1  

Debt, net of current portion

 

    1,859.8       1,766.9  
 

 

 

   

 

 

 

Total debt

 

  $ 2,180.0     $ 2,017.0  
 

 

 

   

 

 

 

Borrowings under the accounts receivable securitization facility and the multi-currency revolving loan facility are included in the current portion of debt because we frequently borrow from and repay them to satisfy short term cash requirements; we are not required to repay those borrowings until maturity of the instruments.

Under the pending merger agreement (see Note 1), we would be required to redeem or repay most of our debt. We may redeem the 4.625% senior notes at 102.3125% plus the present value of interest through April 15, 2018, and we must offer to redeem them at 101% following certain specific types of change of control.

In 2016, we entered into a contract to swap LIBOR for fixed interest rates on a portion of our term A loan, and in September 2017, we settled that contract. See Note 7.

The following table presents availability under credit facilities at September 30, 2017:

 

(in millions)    Accounts
receivable
securitization
facility
     Multi-
currency
revolving loan
facility
     Total  

Maximum availability

   $ 175.0      $ 250.0      $ 425.0  

Current availability

   $ 175.0      $ 250.0      $ 425.0  

Undrawn letters of credit outstanding

     (10.9      (1.8      (12.7

Outstanding borrowings

     (163.9      (83.7      (247.6
  

 

 

    

 

 

    

 

 

 

Unused availability

   $ 0.2      $ 164.5      $ 164.7  
  

 

 

    

 

 

    

 

 

 

Current availability under the accounts receivable securitization facility depends upon maintaining a sufficient borrowing base of eligible trade accounts receivable. At September 30, 2017, $268.2 million of trade accounts receivable were pledged as collateral under the facility.

 

7.

Financial instruments and fair value measurements

Our financial instruments include cash and cash equivalents, trade accounts receivable, accounts payable, debt, contingent consideration liabilities and an amount due to Varietal under the ITRA. Except for the amount due to Varietal and the contingent consideration liabilities, these financial instruments are held or issued by a number of institutions, which reduces the risk of material non-performance.

 

F-118


Table of Contents

Assets and liabilities for which fair value is only disclosed

The carrying amount of cash and cash equivalents is the same as its fair value and is a Level 1 measurement. The carrying amounts for trade accounts receivable and accounts payable approximate fair value due to their short-term nature and are Level 2 measurements.

The following table presents the carrying amounts and fair values of debt instruments:

 

     September 30, 2017      December 31, 2016  
(in millions)    Carrying
amount
     Fair value      Carrying
amount
     Fair value  

Accounts receivable securitization facility

   $ 163.9      $ 163.9      $ 163.9      $ 163.9  

Senior credit facility:

           

Multi-currency revolving loan facility

     83.7        83.7        31.6        31.6  

Term A loan

     826.6        830.5        859.7        856.4  

Term B loan

     471.6        475.4        423.8        431.9  

4.625% senior notes

     588.6        622.1        524.9        553.9  

Capital lease obligations

     45.6        45.6        13.1        13.1  

The fair values of debt instruments are based on standard pricing models that take into account the present value of future cash flows, which are Level 2 measurements.

At September 30, 2017 and December 31, 2016, the amount due to Varietal under the ITRA had carrying amounts of $57.3 million and $85.0 million, respectively, and fair values of $56.2 million and $82.9 million, respectively. The fair values were estimated using a combination of observable and unobservable inputs following an income-based approach, a Level 3 measurement.

Recurring fair value measurements with significant unobservable inputs

Certain of the business acquisitions we completed entitle the sellers to contingent consideration if earnings targets are met during a period of time following the acquisition. See Note 8 for certain developments related to the pending merger with Avantor.

The following table presents changes in contingent consideration liabilities:

 

(in millions)    Nine months
ended
September 30,
2017
 

Beginning balance

   $ 34.7  

Acquisitions

     22.1  

Income from changes to estimated fair value

     (0.8

Cash payments

     (26.2

Currency translation

     0.9  
  

 

 

 

Ending balance

   $ 30.7  
  

 

 

 

We estimate the fair value of contingent consideration using the average of probability-weighted potential earn-out payments specified in the purchase agreements, a Level 3 measurement, ranging in the aggregate from approximately $0 million to $37 million for all open earn-outs at September 30, 2017. The significant assumptions used in these calculations include forecasted results and the estimated likelihood for each performance scenario.

 

F-119


Table of Contents

Derivative instruments and hedging activities

We engage in hedging activities to manage specific risks according to our strategies, as summarized below, which may change from time to time:

 

   

Cash flow hedging — Until September 2017, we hedged the variable base interest rate of a portion of our term A loan using interest rate swaps to reduce our exposure to changes in variable interest rates;

 

   

Net investment hedging — We hedge a portion of our net investment in euro-denominated foreign operations using our 4.625% senior notes and a portion of our term B loan to reduce the earnings impact of changes in foreign currency exchange rates;

 

   

Economic hedge — We experience opposite foreign currency exchange rate effects related to a euro-denominated intercompany loan and the unhedged portion of our term B loan. The currency effects for these non-derivative instruments are recorded through earnings in the period of change and substantially offset one another; and

 

   

Other hedging activities — Some of our subsidiaries hedge short-term foreign-denominated business transactions and intercompany financing transactions using foreign currency forward contracts. No additional disclosures are provided for these activities because they were not material to our financial statements.

Cash flow and net investment hedging

Until September 2017, we were party to two interest rate swaps designated as cash flow hedges of the variable LIBOR rate on $500.0 million of our term A loan. Those swaps exchanged the variable LIBOR rate for an approximately 1% fixed rate and would have matured on September 28, 2020. Those hedges were fully effective.

As a result, changes to the fair value of the interest rate swaps, which otherwise would have been recognized in earnings, were deferred to AOCI. In September 2017, we discontinued hedge accounting, settled the interest rate swaps and received $9.7 million which we classified as a financing cash inflow. We determined that the hedged future interest payments were no longer probable of occurring because the term A loan will be repaid in connection with the merger, so we reclassified all of the related AOCI into non-operating income (see Note 13).

We have designated €356.0 million of our term B loan and all €503.8 million of our 4.625% senior notes as hedges to protect a portion of our net investment in foreign operations from the impact of changes in the euro to U.S. dollar exchange rate. As a result of these hedge designations, the foreign currency changes on the debt instruments, which otherwise would be recognized in earnings, are deferred to AOCI and equally offset the foreign currency changes on the hedged portion of our net investment. These hedges have no other impact to our financial position, financial performance or cash flows.

The following table presents the balance sheet classification and fair values of these instruments, all of which are Level 2 measurements:

 

(in millions)   

Balance sheet classification

   September 30,
2017
     December 31,
2016
 

Cash flow hedging:

        

Interest rate swaps

   Other assets    $ —        $ 11.2  

Net investment hedging:

        

Portion of term B loan

   Debt, net of current portion      418.4        379.2  

4.625% senior notes

   Debt, net of current portion      622.1        553.9  

 

F-120


Table of Contents

The following table presents the net unrealized gain (loss) deferred to AOCI for these instruments:

 

     Three months ended
September 30,
     Nine months ended
September 30,
 
(in millions)      2017          2016          2017          2016    

Cash flow hedging:

           

Interest rate swaps

   $ (0.6    $ 2.5      $ (1.6    $ (2.9

Net investment hedging:

           

Portion of net investment in foreign operations

     34.3        12.6        107.2        33.7  

Portion of term B loan

     (14.3      (5.6      (44.5      (14.5

4.625% senior notes

     (20.0      (7.0      (62.7      (19.2

The following table presents the net gain (loss) reclassified from AOCI into earnings for these instruments:

 

          Three months ended
September 30,
    Nine months ended
September 30,
 
(in millions)   

Income statement classification

     2017          2016         2017         2016    

Interest rate swaps

   Interest expense    $ 0.2      $ (0.5   $ (0.1   $ (0.9
   Other income (expense), net      9.7        —         9.7       —    

All of these hedges were fully effective for the periods presented.

 

8.

Commitments and contingencies

Pending merger

The merger agreement, as discussed in Note 1, resulted in a number of changes to our commitments and contingencies, summarized as follows:

 

   

Stock-based compensation — Upon completion of the merger, all of our stock-based awards would be exchanged for cash. See Note 9.

 

   

Merger costs — Upon completion of the merger, we would be required to pay a financial advisor approximately $28 million related to its assessment of the fairness of the merger consideration to our stockholders. We estimate that we will incur other professional costs ranging from $5 to $12 million.

 

   

Associate retention plans — In contemplation of the pending merger, we adopted two retention plans that authorize us to pay up to $40.0 million to management in exchange for continuing service through May 4, 2018. Under those plans, up to $25.0 million is payable on the earlier of (i) May 4, 2018 or (ii) the date an associate is terminated by us other than for cause, due to death or disability or leaves for good reason, each as defined in the plan and subject to certain changes if the merger is not completed. In the event that U.S. federal excise taxes become due from certain executives, up to an additional $15.0 million is payable to them to keep them in the same position as if no excise tax had applied.

 

   

Amount due to Varietal under ITRA — Upon completion of the merger, the amount due to Varietal under the ITRA would be $56.2 million, which is less than its carrying amount and would result in a $1.1 million gain. See Note 15.

 

   

Contingent consideration for business acquisitions — Upon completion of the merger, $15.0 million of previously recognized contingent consideration for a business acquisition would become immediately payable. Other contingent consideration remains payable according to the original terms. See Note 7.

 

   

Termination clause — The merger agreement provides Avantor and us certain termination rights. We would be required to pay Avantor a termination fee of $85.0 million for the acceptance of a takeover proposal and $170.0 million for acceptance of a superior proposal or the occurrence of an adverse recommendation. We would be entitled to receive a fee of $300.0 million from Avantor for certain actions taken by regulators or certain failures of Avantor to satisfy conditions of the merger agreement.

 

F-121


Table of Contents

We expect to incur significant costs for these items and other professional costs related to the pending merger, $8.1 million and $18.4 million of which was recognized for the three and nine months ended September 30, 2017, respectively. We determined that none of the above items that are contingent upon completion of the pending merger met the threshold for recognition under GAAP at September 30, 2017. The associate retention plans, which are not contingent on the completion of the merger, are being recognized as expense on a straight-line basis over the requisite service period and are included in the merger-related costs. The other professional costs have been accrued at our current best estimate of $5.0 million and are included in the merger-related costs.

Other matters

Our business involves risk of product liability, patent infringement and other claims in the ordinary course of business arising from the products that we source from various manufacturers or produce ourselves, as well as from the services we provide. Our exposure to such claims may increase as we seek to increase the geographic scope of our sourcing activities and sales of private label products and to the extent that we expand our manufacturing operations or service offerings. We maintain insurance policies, including product liability insurance, and in many cases the manufacturers of the products we distribute have indemnified us against such claims. We cannot assure you that our insurance coverage or indemnification agreements with manufacturers will be available in all pending or any future cases brought against us. Furthermore, our ability to recover under any insurance or indemnification arrangements is subject to the financial viability of our insurers, our manufacturers and our manufacturers’ insurers, as well as legal enforcement under the local laws governing the arrangements. In particular, as we seek to expand our sourcing from manufacturers in the Asia-Pacific region and other developing locations, we expect that we will increase our exposure to potential defaults under the related indemnification arrangements. Insurance coverage in general or coverage for certain types of liabilities, such as product liability or patent infringement in these developing markets may not be readily available for purchase or cost-effective for us to purchase. Furthermore, insurance for liability relating to asbestos, lead and silica exposure is not available, and we do not maintain insurance for product recalls. Accordingly, we could be subject to uninsured and unindemnified future liabilities, and an unfavorable result in a case for which adequate insurance or indemnification is not available could result in a material adverse effect on our business, financial condition and results of operations.

We are also involved in various disputes, litigation and regulatory matters incidental to our business, including employment matters, commercial disputes, government contract compliance matters, disputes regarding environmental clean-up costs, and other matters arising out of the normal conduct of our business. We intend to vigorously defend ourselves in such matters. From time to time, we are named as a defendant in cases as a result of our distribution of laboratory supplies, including litigation resulting from the alleged prior distribution of products containing asbestos by certain of our predecessors or acquired companies. While the impact of these disputes or litigation has historically been immaterial, and we believe the range of reasonably possible loss from current matters continues to be immaterial, there can be no assurance that the impact of the pending and any future claims will not be material to our business, financial condition or results of operations in the future.

The employment agreements with our executive officers include provisions for the payment of severance and continuing health benefits following termination without cause or resignation for good reason, as those terms are defined in the employment agreements. The aggregate of potential payments for all executive officers under these provisions was $11.2 million at September 30, 2017.

 

F-122


Table of Contents
9.

Stock-based compensation

The following table presents detail about stock-based compensation expense, a component of SG&A expenses:

 

     Three months ended
September 30,
     Nine months ended
September 30,
 
(in millions)      2017          2016          2017          2016    

2014 Plan:

           

Stock options

   $ 2.9      $ 2.2      $ 8.2      $ 5.7  

Restricted stock units

     0.6        0.1        1.4        0.2  

Other immaterial plans

     —          —          0.1        0.2  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 3.5      $ 2.3      $ 9.7      $ 6.1  
  

 

 

    

 

 

    

 

 

    

 

 

 

At September 30, 2017, remaining stock-based compensation expense of $27.9 million related to stock options would be recognized over a weighted average period of 2.6 years and $6.9 million related to restricted stock units would be recognized over a weighted average period of 3.2 years.

Under the pending merger agreement (see Note 1), outstanding stock options would be exchanged for the excess of the $33.25 merger price per share over each option’s exercise price, and restricted stock units would be exchanged for the merger price of $33.25 per share.

2014 Plan

The 2014 Plan authorized up to 11.5 million shares of common stock to be issued in the form of stock options, stock appreciation rights, restricted stock or other stock-based awards. At September 30, 2017, 3.7 million shares were available for future issuance. Under the pending merger agreement, no award may be issued prior to its completion or termination, and under the 2014 Plan no award may be granted on or after September 9, 2024.

Stock options

The following table presents information about stock options under the 2014 Plan:

 

     Nine months ended September 30, 2017  
(options and intrinsic values in millions)    Number of
stock options
     Weighted
average
exercise price
per option
     Aggregate
intrinsic value
     Weighted
average
remaining
term
 

Outstanding at beginning of period

     5.8      $ 22.80        

Granted

     1.7        28.26        

Exercised

     (0.2      22.08        

Forfeited

     (0.1      23.34        
  

 

 

          

Outstanding at end of period

     7.2        24.09      $ 64.7        5.1 years  
  

 

 

          

Expected to vest

     4.6        24.98        37.1        5.4 years  

Exercisable

     2.5        22.35        26.8        4.5 years  

In 2017, we granted stock options to management that vest 25% on the first anniversary of the date of grant and 6.25% quarterly thereafter through the fourth anniversary of the date of grant and have a seven-year term.

The following table presents information about the fair value of stock options granted in 2017:

 

Weighted average grant date fair value

   $ 6.88  

Expected stock price volatility

     25

Risk free interest rate

     1.71

Expected dividend rate

     nil  

Expected life of options

     4.6 years  

 

F-123


Table of Contents

The total fair value of options vested during the nine months ended September 30, 2017 was $9.7 million. Options exercised during the nine months ended September 30, 2017 had intrinsic value of $1.6 million, caused us to realize a tax benefit of $0.5 million and resulted in cash contributions of $3.7 million.

Restricted stock units

The following table presents information about restricted stock units under the 2014 plan:

 

     Nine months ended September 30, 2017  
(units in millions)    Number of
units
     Weighted average
grant date fair value
per unit
 

Nonvested at beginning of period

     —        $ 24.52  

Granted

     0.3        28.26  

Vested

     —          24.52  

Forfeited

     —          28.26  
  

 

 

    

Nonvested at end of period

     0.3        28.00  
  

 

 

    

In 2017, we granted restricted stock units to management that vest 25% annually through the fourth anniversary of the date of grant. The fair value of the restricted stock units on the date of grant was equal to the quoted price of our common stock on that date.

 

10.

Restructuring

In the fourth quarter of 2016, we initiated a restructuring program to achieve additional efficiencies in our operating model and to reduce operating expenses. The program involves selectively realigning personnel, closures of several smaller operations accompanied by consolidation of their operating activities in other business units, and closure or divestiture of certain non-strategic business units. We expect to fully execute the program by early 2018 when operating activity relocations are scheduled to be completed.

The following table presents the charges under this program, substantially all of which are included in SG&A expenses:

 

(in millions)                  September 30, 2017  
   Three months
ended
September 30,
2017
     Nine months
ended
September 30,
2017
     Cumulative
charges
incurred
     Expected
remaining
charges
     Total
expected
charges
 

Employee severance

   $ 0.7      $ 4.8      $ 17.7      $ —        $ 17.7  

Facility closure

     0.6        1.0        1.4        2.2        3.6  

Other

     0.1        4.0        11.0        2.7        13.7  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 1.4      $ 9.8      $ 30.1      $ 4.9      $ 35.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Americas

   $ 1.0      $ 2.8      $ 4.6      $ 0.4      $ 5.0  

EMEA-APAC

     0.4        7.0        25.5        4.5        30.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 1.4      $ 9.8      $ 30.1      $ 4.9      $ 35.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other charges are to write-down the carrying value of net assets of businesses planned for closure or sale under the program and other charges not payable in cash.

 

F-124


Table of Contents

The following table presents changes to accrued restructuring charges:

 

(in millions)    Employee
severance
     Facility
closure
     Total  

Balance at December 31, 2016

   $ 10.7      $ 0.4      $ 11.1  

Restructuring charges

     4.8        1.0        5.8  

Cash payments

     (10.3      (0.5      (10.8

Currency translation

     0.7        —          0.7  
  

 

 

    

 

 

    

 

 

 

Balance at September 30, 2017

   $ 5.9      $ 0.9      $ 6.8  
  

 

 

    

 

 

    

 

 

 

 

11.

Benefit plans

The following tables present the components of net periodic pension (income) cost:

 

     U.S. Retirement Plan
Three months ended
September 30,
     German, French and UK Plans
Three months ended
September 30,
 
(in millions)        2017              2016              2017              2016      

Service cost

   $ 1.4      $ 0.2      $ 0.4      $ 0.4  

Interest cost

     1.6        1.7        1.0        1.1  

Expected return on plan assets

     (3.5      (3.3      (1.2      (1.2

Recognized net actuarial loss

     —          —          1.0        0.8  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ (0.5    $ (1.4    $ 1.2      $ 1.1  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     U.S. Retirement Plan
Nine months ended
September 30,
     German, French and UK Plans
Nine months ended
September 30,
 
(in millions)        2017              2016              2017              2016      

Service cost

   $ 4.2      $ 0.5      $ 1.2      $ 1.1  

Interest cost

     4.8        5.1        3.0        3.4  

Expected return on plan assets

     (10.5      (9.8      (3.7      (3.6

Recognized net actuarial loss

     —          —          3.0        2.5  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ (1.5    $ (4.2    $ 3.5      $ 3.4  
  

 

 

    

 

 

    

 

 

    

 

 

 

During the nine months ended September 30, 2017, we made no contributions to the U.S. Retirement Plan and $1.7 million of aggregate contributions to the German, French and UK Plans. For the remainder of 2017, we expect to make no contributions to the U.S. Retirement Plan and aggregate contributions of $3.1 million to the German, French and UK Plans.

 

F-125


Table of Contents
12.

Leases

The following table presents future minimum lease payments for a business acquired in the first quarter of 2017:

 

     September 30, 2017  
(in millions)    Capital
leases
     Operating
leases
 

Remainder of 2017

   $ 0.7      $ 0.1  

2018

     2.7        0.4  

2019

     2.6        0.4  

2020

     2.8        0.4  

2021

     2.9        0.2  

Thereafter

     57.3        4.4  
  

 

 

    

 

 

 

Total minimum payments

     69.0      $ 5.9  
     

 

 

 

Imputed interest

     36.6     
  

 

 

    

Present value of minimum lease payments

   $ 32.4     
  

 

 

    

Assets under capital leases for that business were $32.5 million with $0.8 million of accumulated depreciation at September 30, 2017. The capital lease assets are recorded in property and equipment, net, and the capital lease obligations are recorded in debt.

 

13.

Other income or expense, net

The following table presents the components of other income (expense), net:

 

     Three months ended
September 30,
    Nine months ended
September 30,
 
(in millions)      2017         2016         2017         2016    

Net foreign currency remeasurement loss from financing activities

   $ (1.4   $ (0.4   $ (5.0   $ (0.9

Gain on settlement of interest rate swaps (Note 7)

     9.7       —         9.7       —    

Other, net

     —         —         0.1       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 8.3     $ (0.4   $ 4.8     $ (0.9
  

 

 

   

 

 

   

 

 

   

 

 

 

 

14.

Comprehensive income or loss

The following table presents changes in the components of AOCI, net of tax:

 

(in millions)    Foreign
currency
translation
    Derivative
instruments
    Defined
benefit plans
    Total  

Balance at December 31, 2016

   $ (386.5   $ 8.8     $ (49.7   $ (427.4

Net unrealized gain (loss) arising during the period

     99.8       (3.3     —         96.5  

Reclassification of net (gain) loss into earnings

     —         (5.9     2.7       (3.2
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 30, 2017

   $ (286.7   $ (0.4   $ (47.0   $ (334.1
  

 

 

   

 

 

   

 

 

   

 

 

 

 

F-126


Table of Contents

The following table presents the reclassification of net (gain) loss from AOCI into earnings:

 

     Three months ended
September 30,
    Nine months ended  
September 30,
 
(in millions)        2017             2016             2017             2016      

Derivative instruments:

        

Cost of goods sold

   $ 0.8     $ (1.1   $ 0.1     $ (2.3

Selling, general and administrative expenses

     (0.1     —         (0.2     —    

Interest expense

     (0.2     0.5       0.1       0.9  

Other income or expense, net

     (9.7     —         (9.7     —    

Income tax provision

     3.6       0.1       3.8       0.1  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ (5.6   $ (0.5   $ (5.9   $ (1.3
  

 

 

   

 

 

   

 

 

   

 

 

 

Defined benefit plans:

        

Selling, general and administrative expenses

   $ 1.0     $ 0.6     $ 3.8     $ 2.3  

Income tax provision

     (0.3     (0.3     (1.1     (0.8
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 0.7     $ 0.3     $ 2.7     $ 1.5  
  

 

 

   

 

 

   

 

 

   

 

 

 

The following table presents the income tax effects of the components of comprehensive income or loss:

 

     Three months ended
September 30,
    Nine months ended
September 30,
 
(in millions)        2017             2016             2017             2016      

Foreign currency translation:

        

Net unrealized income tax benefit arising during the period

   $ 13.4     $ 5.0     $ 41.8     $ 13.2  

Derivative instruments:

        

Net unrealized income tax benefit (provision) arising during the period

     0.4       (1.6     1.4       0.6  

Net reclassification of income tax provision into earnings

     3.6       0.1       3.8       0.1  

Defined benefit plans:

        

Net reclassification of income tax benefit into earnings

     (0.3     (0.3     (1.1     (0.8

 

15.

Related party transactions

Due to Varietal — ITRA

We are party to an ITRA with Varietal. The ITRA provides for the payment of most of the cash savings in U.S. federal, state and local income tax realized as a result of utilizing net operating losses that were generated in periods prior to our initial public offering. Varietal will not reimburse us for any payments previously made under the ITRA if such benefits are subsequently disallowed.

We made a payment under the ITRA of $27.7 million during the first quarter of 2017. At September 30, 2017, the remaining amount due to Varietal under the ITRA was $57.3 million, $26.0 million of which is classified as current and represents our estimate of the payment that will become due in March 2018.

In connection with the pending merger, the ITRA would become immediately payable. See Note 8.

 

F-127


Table of Contents
16.

Segment financial information

The following table presents segment financial information:

 

     Three months ended
September 30,
     Nine months ended
September 30,
 
(in millions)    2017      2016      2017      2016  

Net sales:

           

Americas

   $ 717.6      $ 707.7      $ 2,136.8      $ 2,069.3  

EMEA-APAC

     477.6        428.4        1,372.8        1,314.6  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 1,195.2      $ 1,136.1      $ 3,509.6      $ 3,383.9  
  

 

 

    

 

 

    

 

 

    

 

 

 

Operating income:

           

Americas

   $ 42.2      $ 47.2      $ 126.3      $ 134.2  

EMEA-APAC

     40.9        36.0        119.0        113.3  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 83.1      $ 83.2      $ 245.3      $ 247.5  
  

 

 

    

 

 

    

 

 

    

 

 

 

The amounts above exclude inter-segment activity. All of the net sales for each segment are from external customers. We determined that disclosing net sales for each group of similar customers, products and services would be impracticable.

 

F-128


Table of Contents

 

 

154,000,000 Shares

Avantor, Inc.

Common Stock

 

 

 

 

LOGO

 

 

Prospectus

                             , 2019

 

 

 

Goldman Sachs & Co. LLC

 

J.P. Morgan

BofA Merrill Lynch   Barclays   Jefferies

 

Credit Suisse   Deutsche Bank Securities   Evercore ISI   Guggenheim Securities
Morgan Stanley   UBS Investment Bank   Citigroup   Cowen   Piper Jaffray   RBC Capital Markets

 

Baird   William Blair   Janney Montgomery Scott   KeyBanc Capital Markets  

PJT

Partners LP

  Raymond James   Stephens Inc.   Stifel   SunTrust Robinson Humphrey   Wells Fargo Securities   Drexel Hamilton

 

 

Through and including                    , 2019 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

 

 

 


Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

[Alternative Pages for Series A Mandatory Convertible Preferred Stock Prospectus]

Subject to Completion, dated May 3, 2019.

10,000,000 Shares

 

LOGO

Avantor, Inc.

    % Series A Mandatory Convertible Preferred Stock

 

 

We are offering 10,000,000 shares of our     % Series A Mandatory Convertible Preferred Stock, par value $0.01 per share (“Mandatory Convertible Preferred Stock”).

Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our Board of Directors, or an authorized committee thereof, at an annual rate of     % on the liquidation preference of $50.00 per share. We may pay declared dividends in cash or, subject to certain limitations, in shares of our common stock, par value $0.01 per share, or in any combination of cash and shares of our common stock on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2019, and ending on, and including, May 15, 2022.

Unless earlier converted, each share of the Mandatory Convertible Preferred Stock will automatically convert on the second business day immediately following the last Trading Day (as defined herein) of the Settlement Period (as defined herein) into between                  and                  shares of our common stock, subject to anti-dilution adjustments. The number of shares of our common stock issuable on conversion of the Mandatory Convertible Preferred Stock will be determined based on the Average VWAP (as defined herein) per share of our common stock over the 20 consecutive Trading Day period (the “Settlement Period”) beginning on and including the 21st Scheduled Trading Day (as defined herein) immediately preceding May 15, 2022. At any time prior to May 15, 2022, holders may elect to convert each share of the Mandatory Convertible Preferred Stock into shares of our common stock at the minimum conversion rate of                  shares of our common stock per share of the Mandatory Convertible Preferred Stock, subject to anti-dilution adjustments. If holders elect to convert any shares of the Mandatory Convertible Preferred Stock during a specified period beginning on the effective date of a Fundamental Change (as defined herein), such shares of the Mandatory Convertible Preferred Stock will be converted into shares of our common stock at the Fundamental Change Conversion Rate (as defined herein), and the holders will also be entitled to receive a Fundamental Change Dividend Make-Whole Amount and Accumulated Dividend Amount (each as defined herein).

Concurrently with this offering, we and a selling stockholder are also making an initial public offering of 154,000,000 shares of our common stock, par value $0.01 per share (the “Concurrent Offering”). The Concurrent Offering is being made by means of a separate prospectus and not by means of this prospectus. In that offering, we have granted the underwriters of that offering an option to purchase up to an additional 23,100,000 shares of our common stock to cover over-allotments. The closing of this offering of the Mandatory Convertible Preferred Stock is conditioned upon the closing of the Concurrent Offering, but the closing of the Concurrent Offering is not conditioned upon the closing of this offering of Mandatory Convertible Preferred Stock. We cannot assure you that the Concurrent Offering will be completed or, if completed, on what terms it will be completed.

We intend to use the net proceeds from this offering, together with the net proceeds of the Concurrent Offering, to redeem all outstanding shares of our Existing Senior Preferred Stock (as defined herein), with any remaining proceeds used to repay indebtedness pro rata under our term loan facilities.

Prior to this offering, there has been no public market for the Mandatory Convertible Preferred Stock or our common stock. We have applied to have the Mandatory Convertible Preferred Stock and our common stock listed on the New York Stock Exchange under the symbols “AVTR PRA” and “AVTR,” respectively.

Investing in the Mandatory Convertible Preferred Stock involves significant risks. See “Risk Factors” beginning on page 13.

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

 

     Per Share      Total  

Public offering price

   $                    $                

Underwriting discounts and commissions

   $        $    

Proceeds, before expenses, to us

   $        $    

 

(1)

We have agreed to reimburse the underwriters for certain expenses. See “Underwriting (Conflicts of Interest).”

We have granted the underwriters the option to purchase up to an additional 1,500,000 shares of the Mandatory Convertible Preferred Stock from us at the public offering price, less the underwriting discounts and commissions, to cover over-allotments, if any.

 

 

The underwriters expect to deliver the Mandatory Convertible Preferred Stock to purchasers on or about                 , 2019.

 

 

 

Goldman Sachs & Co. LLC   J.P. Morgan
BofA Merrill Lynch   Barclays   Jefferies

 

Credit Suisse   Deutsche Bank Securities   Evercore ISI   Guggenheim Securities
Morgan Stanley   UBS Investment Bank   Citigroup   Cowen   Piper Jaffray   RBC Capital Markets

 

Baird   William Blair   Janney Montgomery
Scott
  KeyBanc Capital Markets  

PJT

Partners LP

 

Raymond

James

  Stephens Inc.   Stifel   SunTrust Robinson Humphrey   Wells Fargo Securities   Drexel Hamilton

 

 

The date of this prospectus is                    , 2019.


Table of Contents

The Offering

The summary below describes the principal terms of the Mandatory Convertible Preferred Stock. Certain of the terms and conditions described below are subject to important limitations and exceptions. Refer to the section of this prospectus entitled “Description of Mandatory Convertible Preferred Stock” for a more detailed description of the terms and conditions of the Mandatory Convertible Preferred Stock.

As used in this section, the terms the “Company,” “us,” “we” or “our” refer to Avantor, Inc. and not any of its subsidiaries or affiliates.

 

Securities we are offering

10,000,000 shares of our     % Series A Mandatory Convertible Preferred Stock, par value $0.01 per share (the “Mandatory Convertible Preferred Stock”).

 

Underwriters’ option

We have granted the underwriters a 30-day option to purchase up to 1,500,000 additional shares of the Mandatory Convertible Preferred Stock at the public offering price, less the underwriting discounts and commissions.

 

Public offering price

$             per share of the Mandatory Convertible Preferred Stock.

 

Liquidation preference

$50.00 per share of the Mandatory Convertible Preferred Stock.

 

Dividends

            % of the liquidation preference of $50.00 per share of the Mandatory Convertible Preferred Stock per annum.

 

  Dividends shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from (and including) the first original issue date of shares of the Mandatory Convertible Preferred Stock (the “Initial Issue Date”), whether or not in any dividend period or periods there have been funds legally available or shares of common stock legally permitted for the payment of such dividends and, to the extent that our Board of Directors, or an authorized committee thereof, declares (out of funds legally available for payment, in the case of dividends paid in cash, and shares of common stock legally permitted to be issued, in the case of dividends paid in common stock) a dividend payable with respect to the Mandatory Convertible Preferred Stock, we will pay such dividend in cash or, subject to certain limitations, by delivery of shares of our common stock or through any combination of cash and shares of our common stock, as determined by us in our sole discretion; provided, however, that any unpaid dividends on the Mandatory Convertible Preferred Stock will continue to accumulate, except as described below.

 

 

If declared, dividends will be payable on the dividend payment dates (as described below) to holders of record of the Mandatory Convertible Preferred Stock on the immediately preceding February 1, May 1, August 1 and November 1, as applicable (each a “Regular Record Date”), whether or not such holders early convert their shares of the Mandatory Convertible Preferred Stock, or such



 

A-1


Table of Contents
 

shares of the Mandatory Convertible Preferred Stock are automatically converted, after a Regular Record Date and on or prior to the immediately succeeding dividend payment date; provided that the Regular Record Date for any such dividend shall not precede the date on which such dividend was so declared. The expected dividend payable on the first dividend payment date is approximately $             per share of the Mandatory Convertible Preferred Stock. Each subsequent dividend is expected to be $             per share of the Mandatory Convertible Preferred Stock. Accumulated dividends on shares of the Mandatory Convertible Preferred Stock will not bear interest, nor shall additional dividends be payable thereon, if they are paid subsequent to the applicable dividend payment date. See “Description of Mandatory Convertible Preferred Stock—Dividends.”

 

  If we elect to make any payment of a declared dividend, or any portion thereof, in shares of our common stock, such shares shall be valued for such purpose at 97% of the Average VWAP (as defined under “Description of Mandatory Convertible Preferred Stock—Definitions”) per share of our common stock over the five consecutive Trading Day (as defined under “Description of Mandatory Convertible Preferred Stock—Definitions”) period beginning on, and including, the seventh Scheduled Trading Day (as defined under “Description of Mandatory Convertible Preferred Stock—Definitions”) prior to the applicable dividend payment date (such average, the “Average Price”).

 

  Notwithstanding the foregoing, in no event will the number of shares of our common stock to be delivered in connection with any declared dividend, including any declared dividend payable in connection with a conversion, exceed a number equal to:

 

   

the declared dividend, divided by

 

   

$            , which amount represents 35% of the Initial Price (as defined below) (subject to adjustment in a manner inversely proportional to any anti-dilution adjustment to each Fixed Conversion Rate, as described below) (such dollar amount, as adjusted, the “Floor Price”).

 

 

To the extent that the amount of any declared dividend exceeds the product of (x) the number of shares of our common stock delivered in connection with such declared dividend and (y) 97% of the Average Price, we will, if we are legally able to do so, and to the extent permitted under the terms of the documents governing our indebtedness, notwithstanding any notice by us to the contrary, pay such excess amount in cash (computed to the nearest cent). Any such payment in cash may not be permitted by our then existing debt instruments. To the extent that we are not able to pay such excess amount in cash under applicable law and in compliance with our indebtedness, we will not have any obligation to pay such amount in cash or deliver additional shares of our common stock in respect of



 

A-2


Table of Contents
 

such amount, and such amount will not form a part of the cumulative dividends that may be deemed to accumulate on the shares of Mandatory Convertible Preferred Stock.

 

  The “Initial Price” is calculated by dividing $50.00 by the Maximum Conversion Rate of                  shares of common stock, which initially equals $             , which is the initial public offering price per share of our common stock in the Concurrent Offering.

 

Dividend payment dates

February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2019, and to, and including, May 15, 2022.

 

Redemption

The Mandatory Convertible Preferred Stock is not redeemable by us.

 

Mandatory conversion date

The second business day immediately following the last Trading Day of the Settlement Period. The Mandatory Conversion Date is expected to be May 15, 2022.

 

Mandatory conversion

On the Mandatory Conversion Date, each outstanding share of the Mandatory Convertible Preferred Stock, unless converted earlier, will automatically convert into a number of shares of our common stock equal to the conversion rate as described below.

 

  If we declare a dividend on the Mandatory Convertible Preferred Stock for the dividend period ending on, but excluding May 15, 2022, we will pay such dividend to the holders of record on the immediately preceding Regular Record Date.

 

  If, on or prior to the Mandatory Conversion Date, we have not declared all or any portion of the accumulated and unpaid dividends on the Mandatory Convertible Preferred Stock, the conversion rate will be adjusted so that holders receive an additional number of shares of our common stock equal to:

 

  (i) the amount of such undeclared, accumulated and unpaid dividends per share of Mandatory Convertible Preferred Stock (such amount, the “Additional Conversion Amount”), divided by

 

  (ii) the greater of (x) the Floor Price and (y) 97% of the Average Price (calculated using the Mandatory Conversion Date as the applicable dividend payment date).

 

 

To the extent that the Additional Conversion Amount exceeds the product of such number of additional shares and 97% of the Average Price, we will, if we are legally able to do so, and to the extent permitted under the terms of the documents governing our indebtedness, declare and pay such excess amount in cash (computed to the nearest cent) pro rata per share to the holders of the Mandatory Convertible Preferred Stock. Any such payment in cash may not be



 

A-3


Table of Contents
 

permitted by our then existing debt instruments. To the extent that we are not able to pay such excess amount in cash under applicable law and in compliance with our indebtedness, we will not have any obligation to pay such amount in cash or deliver additional shares of our common stock in respect of such amount, and such amount will not form a part of the cumulative dividends that may be deemed to accumulate on the shares of Mandatory Convertible Preferred Stock.

 

Conversion rate

Upon conversion on the Mandatory Conversion Date, the conversion rate for each share of Mandatory Convertible Preferred Stock will be not more than                  shares of our common stock (the “Maximum Conversion Rate”) and not less than                  shares of our common stock (the “Minimum Conversion Rate”), depending on the Applicable Market Value of our common stock, as described below and subject to certain anti-dilution adjustments.

 

  The “Applicable Market Value” of our common stock is the Average VWAP per share of our common stock over the Settlement Period. The “Settlement Period” is the 20 consecutive Trading Day period beginning on, and including, the 21st Scheduled Trading Day immediately preceding May 15, 2022. The conversion rate will be calculated as described under “Description of Mandatory Convertible Preferred Stock—Mandatory Conversion,” and the following table illustrates hypothetical conversion rates per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments.

 

Assumed Applicable Market
Value of our common

stock

  

Assumed Conversion Rate

(number of shares of our common stock

to be received upon mandatory conversion of

each share of the Mandatory Convertible
Preferred Stock)

Greater than the Threshold Appreciation Price                     shares of common stock
Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price    Between                  and                  shares of common stock, determined by dividing $50.00 by the Applicable Market Value of our common stock
Less than the Initial Price                     shares of common stock
The “Threshold Appreciation Price” is calculated by dividing $50.00 by the Minimum Conversion Rate of shares of common stock, which is equal to approximately $            , and represents approximately             % appreciation over the Initial Price.

 

Early Conversion at the option of the holder

Other than during a Fundamental Change Conversion Period (as defined below), at any time prior to May 15, 2022, holders of the Mandatory Convertible Preferred Stock have the option to elect to



 

A-4


Table of Contents
 

convert their shares of the Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of the Mandatory Convertible Preferred Stock), into shares of our common stock at the Minimum Conversion Rate of                  shares of our common stock per share of the Mandatory Convertible Preferred Stock as described under “Description of Mandatory Convertible Preferred Stock—Early Conversion at the Option of the Holder.” This Minimum Conversion Rate is subject to certain anti-dilution adjustments.

 

  If, as of any Early Conversion Date (as defined herein), we have not declared all or any portion of the accumulated and unpaid dividends for all full dividend periods ending on a dividend payment date prior to such Early Conversion Date, the conversion rate for such early conversion will be adjusted so that holders converting their Mandatory Convertible Preferred Stock at such time receive an additional number of shares of our common stock equal to:

 

   

such amount of undeclared, accumulated and unpaid dividends per share of Mandatory Convertible Preferred Stock for such prior full dividend periods (such amount, the “Early Conversion Additional Amount”), divided by

 

   

the greater of (x) the Floor Price and (y) the Average VWAP per share of our common stock over the 20 consecutive Trading Day period commencing on, and including, the 21st Scheduled Trading Day immediately preceding the Early Conversion Date (such Average VWAP, the “Early Conversion Average Price”).

 

  To the extent that the Early Conversion Additional Amount exceeds the product of such number of additional shares and the Early Conversion Average Price, we will not have any obligation to pay the shortfall in cash or deliver shares of our common stock in respect of such shortfall.

 

Conversion at the option of the holder upon fundamental change; fundamental change dividend make-whole amount

If a “Fundamental Change” (as defined under “Description of Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount”) occurs on or prior to May 15, 2022, holders of the Mandatory Convertible Preferred Stock will have the right during the Fundamental Change Conversion Period (as defined under “Description of Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount”) to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of the Mandatory Convertible Preferred Stock), into shares of our common stock (or units of exchange property as described in “Description of Mandatory



 

A-5


Table of Contents
 

Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount”) at the “Fundamental Change Conversion Rate.” The Fundamental Change Conversion Rate will be determined based on the effective date of the Fundamental Change (the “Fundamental Change Effective Date”) and the price paid or deemed paid per share of our common stock in such Fundamental Change (the “Fundamental Change Stock Price”).

 

  Holders who convert their Mandatory Convertible Preferred Stock within the Fundamental Change Conversion Period will also receive a “Fundamental Change Dividend Make-Whole Amount” equal to the present value (calculated using a discount rate of     % per annum) of all dividend payments on their shares of the Mandatory Convertible Preferred Stock (excluding any Accumulated Dividend Amount (as defined under “Description of Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount—Fundamental Change Dividend Make-Whole Amount and Accumulated Dividend Amount”)) for (i) the partial dividend period, if any, from, and including, the Fundamental Change Effective Date to, but excluding, the next dividend payment date and (ii) all remaining full dividend periods from, and including, the dividend payment date following the Fundamental Change Effective Date to, but excluding, the Mandatory Conversion Date. If we elect to pay the Fundamental Change Dividend Make-Whole Amount in shares of our common stock (or units of exchange property) in lieu of cash, the number of shares of our common stock (or units of exchange property) that we will deliver will equal (x) the Fundamental Change Dividend Make-Whole Amount, divided by (y) the greater of the Floor Price and 97% of the Fundamental Change Stock Price.

 

  In addition, to the extent that the Accumulated Dividend Amount exists as of the Fundamental Change Effective Date, holders who convert their Mandatory Convertible Preferred Stock within the Fundamental Change Conversion Period will be entitled to receive such Accumulated Dividend Amount in cash (to the extent we are legally permitted to make such payment in cash and to the extent permitted under the terms of the documents governing our indebtedness) or shares of our common stock or any combination thereof, at our election, upon conversion. If we elect to pay the Accumulated Dividend Amount in shares of our common stock (or units of exchange property) in lieu of cash, the number of shares of our common stock (or units of exchange property) that we will deliver will equal (x) the Accumulated Dividend Amount, divided by (y) the greater of the Floor Price and 97% of the Fundamental Change Stock Price.

 

 

To the extent that the sum of the Fundamental Change Dividend Make-Whole Amount and Accumulated Dividend Amount or the dollar amount of any portion thereof paid in shares of our common stock (or units of exchange property) exceeds the product of (x) the



 

A-6


Table of Contents
 

number of additional shares we deliver in respect thereof and (y) 97% of the Fundamental Change Stock Price, we will, if we are legally able to do so, and to the extent permitted under the terms of the documents governing our indebtedness, pay such excess amount in cash (computed to the nearest cent). Any such payment in cash may not be permitted by our then existing debt instruments, including any restricted payments covenants. To the extent that we are not able to pay such excess amount in cash under applicable law and in compliance with our indebtedness, we will not have any obligation to pay such amount in cash or deliver additional shares of our common stock in respect of such amount.

 

  See “Description of Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount.”

 

Voting powers

Except as specifically required by Delaware law or our amended and restated certificate of incorporation (the “Charter”), the holders of Mandatory Convertible Preferred Stock will have no voting rights or powers.

 

  Whenever dividends on any shares of the Mandatory Convertible Preferred Stock have not been declared and paid for the equivalent of six or more dividend periods, whether or not for consecutive dividend periods, the authorized number of directors on our Board of Directors will, at the next annual meeting of stockholders or at a special meeting of stockholders, automatically be increased by two and the holders of such shares of the Mandatory Convertible Preferred Stock, voting together as a single class with holders of any and all other series of Voting Preferred Stock (as defined in “Description of Mandatory Convertible Preferred Stock—Voting Rights”) then outstanding, will be entitled, at our next annual meeting of stockholders or at a special meeting of stockholders, if any, to vote for the election of a total of two additional members of our Board of Directors, subject to certain limitations. See “Description of Mandatory Convertible Preferred Stock—Voting Rights.”

 

  So long as any shares of the Mandatory Convertible Preferred Stock are outstanding, we will not, without the affirmative vote or consent of holders of at least two-thirds in voting power of the outstanding shares of the Mandatory Convertible Preferred Stock and all other series of Voting Preferred Stock at the time outstanding and entitled to vote thereon, voting together as a single class:

 

  (1) amend or alter the provisions of our Charter so as to authorize or create, or increase the authorized number of, any class or series of Senior Stock (as defined below);

 

 

(2) amend, alter or repeal the provisions of our Charter or the Certificate of Designations for the Mandatory Convertible Preferred



 

A-7


Table of Contents
 

Stock so as to adversely affect the special rights, preferences or voting powers of the Mandatory Convertible Preferred Stock; or

 

  (3) consummate a binding share exchange or reclassification involving the shares of the Mandatory Convertible Preferred Stock or a merger or consolidation of us with another entity, unless in each case: (i) the shares of the Mandatory Convertible Preferred Stock remains outstanding following the consummation of such binding share exchange, reclassification, merger or consolidation or, in the case of any such merger or consolidation with respect to which we are not the surviving or resulting entity (or the Mandatory Convertible Preferred Stock is otherwise exchanged or reclassified), are converted or reclassified into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent or the right to receive such securities; and (ii) the shares of the Mandatory Convertible Preferred Stock that remain outstanding or such shares of preference securities, as the case may be, have such rights, preferences and voting powers that, taken as a whole, are not materially less favorable to the holders thereof than the rights, preferences and voting powers, taken as a whole, of the Mandatory Convertible Preferred Stock immediately prior to the consummation of such transaction, in each case, subject to certain exceptions.

 

  For more information about voting rights, see “Description of Mandatory Convertible Preferred Stock—Voting Rights.”

 

Ranking

The Mandatory Convertible Preferred Stock, with respect to dividend rights and/or distribution rights upon our liquidation, winding-up or dissolution, as applicable, will rank:

 

   

senior to (i) our common stock and (ii) each other class or series of capital stock established after the Initial Issue Date, the terms of which do not expressly provide that such class or series ranks (x) senior to the Mandatory Convertible Preferred Stock as to dividend rights or distribution rights upon our liquidation, winding-up or dissolution or (y) on parity with the Mandatory Convertible Preferred Stock as to dividend rights or distribution rights upon our liquidation, winding-up or dissolution (we refer to our common stock and all such other classes or series of capital stock, except our Existing Junior Convertible Preferred Stock, collectively as “Junior Stock”);

 

   

on parity with any class or series of our capital stock established after the Initial Issue Date the terms of which expressly provide that such class or series will rank on parity with the Mandatory Convertible Preferred Stock as to dividend rights or distribution rights upon our liquidation, winding-up or dissolution (which we refer to collectively as “Parity Stock”);

 

   

junior to each class or series of our capital stock established after the Initial Issue Date the terms of which expressly provide that



 

A-8


Table of Contents
 

such class or series will rank senior to the Mandatory Convertible Preferred Stock as to dividend rights or distribution rights upon our liquidation, winding-up or dissolution (which we refer to collectively as “Senior Stock”);

 

   

junior to our Existing Senior Preferred Stock and to our Existing Junior Convertible Preferred Stock; and

 

   

junior to our existing and future indebtedness and other liabilities.

 

  In addition, with respect to dividend rights or distribution rights upon our liquidation, winding-up or dissolution, the Mandatory Convertible Preferred Stock will be structurally subordinated to any existing and future indebtedness and other liabilities of each of our subsidiaries.

 

  For information concerning the ranking of the Mandatory Convertible Preferred Stock, see “Description of Mandatory Convertible Preferred Stock—Ranking.”

 

  As of March 31, 2019, our subsidiaries had total outstanding indebtedness of $7,021.1 million and 2,338,155 outstanding shares of Existing Senior Preferred Stock and 1,650,000 outstanding shares of Existing Junior Convertible Preferred Stock.

 

Use of proceeds

We estimate that the net proceeds to us from this offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $481.0 million (or approximately $553.4 million if the underwriters exercise their over-allotment option in full).

 

  We intend to use $2,629.1 million of the net proceeds to us from this offering and the Concurrent Offering to redeem all outstanding shares of Existing Senior Preferred Stock. We intend to use the remaining proceeds to repay $471.2 million and $269.7 million of outstanding indebtedness under the Dollar Term Loan Facility and the Euro Term Loan Facility, respectively.

Certain affiliates of Goldman Sachs & Co. LLC, an underwriter in this offering, will receive an aggregate of approximately $421 million following this offering and the Concurrent Offering as a result of currently holding 372,872 shares of our Existing Senior Preferred Stock and being a lender under the Dollar Term Loan Facility and the Euro Term Loan Facility, which represents 12.5% of the net proceeds from this offering and the Concurrent Offering (or 10.9% of the net proceeds of this offering and the concurrent offering if the underwriters exercise their over-allotment options in full in both offerings).

 

  To the extent that the underwriters exercise all or a portion of their over-allotment option to purchase additional shares of Mandatory Convertible Preferred Stock or the underwriters in our Concurrent Offering exercise all or a portion of their over-allotment option, the net proceeds received will be used to repay indebtedness pro rata under the Term Loan Facility.


 

A-9


Table of Contents

Material U.S. federal tax consequences

The material U.S. federal income tax consequences of purchasing, owning and disposing of the Mandatory Convertible Preferred Stock and any common stock received upon conversion are described in “Certain United States Federal Income and Estate Tax Consequences.”

 

Listing

We have applied to have our common stock and the Mandatory Convertible Preferred Stock listed on the NYSE under the symbol “AVTR” and “AVTR PRA,” respectively.

 

Concurrent common stock offering

Concurrently with this offering, we are offering, by means of a separate prospectus, 154,000,000 shares of our common stock in the initial public offering of our common stock. We have granted the underwriters of that offering a 30-day option to purchase up to an additional 23,100,000 shares of our common stock to cover over-allotments. We estimate that the net proceeds to us from the sale of shares of our common stock in the Concurrent Offering, if completed, will be approximately $2,889.0 million (or approximately $3,323.7 million if the underwriters exercise their over-allotment option to purchase additional shares of our common stock in full), in each case after deducting estimated expenses and underwriting discounts and commissions. The closing of the offering of Mandatory Convertible Preferred Stock is conditioned upon the closing of the Concurrent Offering, but the closing of the Concurrent Offering is not conditioned upon the closing of the offering of Mandatory Convertible Preferred Stock. We cannot assure you that the Concurrent Offering will be completed or, if completed, on what terms it will be completed.

 

Conflicts of interest

Certain affiliates of Goldman Sachs & Co. LLC (i) will receive approximately $421 million (or 12.5%) of the net proceeds of this offering and the Concurrent Offering due to the redemption of outstanding shares of our Existing Senior Preferred Stock they own and repayment of a portion of the outstanding indebtedness under the Dollar Term Loan Facility and the Euro Term Loan Facility with the net proceeds of this offering and the Concurrent Offering (or 10.9% of the net proceeds of this offering and the Concurrent Offering if the underwriters exercise their over-allotment options in full in both offerings), (ii) currently own 372,872 shares of our Existing Senior Preferred Stock, 564,000 shares of our Existing Junior Convertible Preferred Stock and warrants to purchase 1,133,920 shares of our common stock and (iii) currently have two director appointees on our Board of Directors, both of whom are expected to remain on our Board of Directors following this offering, as well as other rights. Certain of the affiliates of Goldman Sachs & Co. LLC that hold the Existing Senior Preferred Stock, the Existing Junior Convertible Preferred Stock and warrants are funds whose limited partners are current and former employees of Goldman Sachs & Co. LLC; these current employees include individuals who are providing services on



 

A-10


Table of Contents
 

behalf of Goldman Sachs & Co. LLC in connection with this offering and the concurrent offering. See “Certain Relationships and Related Party Transactions.” In addition, as holders of our Existing Junior Convertible Preferred Stock, affiliates of Goldman Sachs & Co. LLC will receive 47,723,077 shares of common stock upon the automatic conversion of our Existing Junior Convertible Preferred Stock upon consummation of this offering based on an assumed public offering price of $19.50 per share of common stock (which is the midpoint of the estimated offering price range shown on the cover page of the prospectus relating to the Concurrent Offering). Therefore, Goldman Sachs & Co. LLC is deemed to have a conflict of interest within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“Rule 5121”). Accordingly, this offering is being conducted in accordance with Rule 5121, which requires, among other things, that a “qualified independent underwriter” participate in the preparation of, and exercise the usual standards of “due diligence” with respect to, the registration statement and this prospectus. J.P. Morgan Securities LLC has agreed to act as a qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act of 1933, as amended (the “Securities Act”), specifically including those inherent in Section 11 thereof. J.P. Morgan Securities LLC will not receive any additional fees for serving as a qualified independent underwriter with this offering. We have agreed to indemnify J.P. Morgan Securities LLC against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. For more information, see “Underwriting (Conflicts of Interest).”

 

Transfer agent and registrar

American Stock Transfer & Trust Company, LLC is the transfer agent, registrar and conversion and dividend disbursing agent for the Mandatory Convertible Preferred Stock.

 

Payment and settlement

The Mandatory Convertible Preferred Stock is expected to be delivered against payment on                     , 2019. The shares of the Mandatory Convertible Preferred Stock will be registered in the name of a nominee of The Depository Trust Company (“DTC”) in New York, New York. In general, beneficial ownership interests in the Mandatory Convertible Preferred Stock will be shown on, and transfers of these beneficial ownership interests will be effected only through, records maintained by DTC and its direct and indirect participants.

 

Risk factors

See “Risk Factors” for a discussion of some of the risks and other factors you should carefully consider before deciding to invest in shares of the Mandatory Convertible Preferred Stock.

Unless otherwise indicated or the context otherwise requires, all information in this prospectus reflects and assumes the following:

 

   

no exercise by the underwriters in this offering of their over-allotment option to purchase additional shares of the Mandatory Convertible Preferred Stock;



 

A-11


Table of Contents
   

the completion of the Concurrent Offering and assuming no exercise by the underwriters of the Concurrent Offering of their over-allotment option to purchase additional shares of common stock;

 

   

issuance of 139,615,385 shares of common stock issuable upon conversion of the Existing Junior Convertible Preferred Stock based on an assumed initial public offering price of $19.50 per share of common stock (which is the midpoint of the estimated offering price range shown on the cover page of the prospectus relating to the Concurrent Offering). Conversion of the Existing Junior Convertible Preferred Stock into shares of common stock will occur automatically upon consummation of the Concurrent Offering. The number of shares of common stock received upon conversion of the Existing Junior Convertible Preferred Stock will be based on the aggregate liquidation preference of such stock of $2,722,500,000 divided by the initial public offering price. A decrease in the assumed initial public offering price of $1.00 per share would result in the issuance of 147,162,162 shares of common stock upon conversion. An increase of $1.00 per share in the assumed initial public offering price would result in the issuance of 132,804,878 shares of common stock upon conversion. See “Description of Capital Stock—Preferred Stock—Existing Junior Convertible Preferred Stock”;

 

   

an assumed initial public offering price of $19.50 per share of common stock in the Concurrent Offering (which is the midpoint of the estimated offering price range shown on the cover page of the prospectus relating to the Concurrent Offering); and

 

   

the (i) 5-for-1 stock split with respect to our shares of common stock and (ii) related amendment to our existing certificate of incorporation increasing the Company’s authorized amount of common stock and preferred stock, in each case, that we intend to effectuate immediately prior to the effectiveness of the registration statement of which this prospectus forms a part.

Additionally, 426,444,907 shares of our common stock to be outstanding after this offering is based on 132,829,622 shares of our common stock outstanding as of March 31, 2019, reflects the conversion of our Existing Junior Convertible Preferred Stock into 139,615,385 shares of common stock based on the assumed initial public offering price of $19.50 per share of common stock in the Concurrent Offering (which is the midpoint of the estimated offering price range shown on the cover page of the common stock prospectus) and the offering of 154,000,000 shares of common stock by us and the selling stockholder, and does not reflect:

 

   

7,110,225 shares of common stock that may be issued upon exercise of outstanding warrants at a weighted average exercise price of $0.002 per share;

 

   

23,500,000 shares of common stock that may be issued pursuant to future awards under our 2019 Equity Incentive Plan (as defined below) to be in effect following the Concurrent Offering;

 

   

21,040,808 shares of common stock that may be issued upon the exercise of outstanding options at an average weighted exercise price of $15.06 issued under the Legacy Avantor Plan and/or the Vail Plan (each as defined below);

 

   

154,180 shares of common stock that may be issued upon the vesting of restricted stock units issued under the Legacy Avantor Plan and/or the Vail Plan; and

 

   

up to 25,641,000 shares of our common stock (or up to 29,487,150 shares if the underwriters in this offering exercise their over-allotment option in full) issuable upon conversion of the Mandatory Convertible Preferred Stock being offered in this offering, in each case assuming mandatory conversion based on an applicable market value of our common stock equal to the assumed initial public offering price of $19.50 per share of common stock, which is the midpoint of the estimated offering price range shown on the cover page of the prospectus relating to the Concurrent Offering, subject to anti-dilution, make-whole and other adjustments or any shares of our common stock that may be issued in payment of a dividend, fundamental change dividend make-whole amount or accumulated dividend amount.



 

A-12


Table of Contents

RISK FACTORS

Risks Related to this Offering and Ownership of the Mandatory Convertible Preferred Stock and Common Stock

You will bear the risk of a decline in the market price of our common stock between the pricing date for the Mandatory Convertible Preferred Stock and the Mandatory Conversion Date.

The number of shares of our common stock that you will receive upon mandatory conversion of the Mandatory Convertible Preferred Stock is not fixed but instead will depend on the Applicable Market Value of our common stock. The aggregate market value of shares of our common stock that you would receive upon mandatory conversion may be less than the aggregate liquidation preference of the Mandatory Convertible Preferred Stock. Specifically, if the Applicable Market Value of our common stock is less than the Initial Price of $                , the market value of our common stock that you would receive upon mandatory conversion of each share of the Mandatory Convertible Preferred Stock will be less than the $50.00 liquidation preference, and an investment in the Mandatory Convertible Preferred Stock would result in a loss, without taking into consideration the payment of dividends. Accordingly, you will bear the risk of a decline in the market price of our common stock. Any such decline could be substantial.

In addition, because the number of shares delivered to you upon mandatory conversion will be based upon the Applicable Market Value, which is the Average VWAP per share of our common stock over the Settlement Period, which is the 20 consecutive Trading Day period beginning on, and including, the 21st Scheduled Trading Day immediately preceding the Mandatory Conversion Date, the shares of common stock you receive upon mandatory conversion may be worth less than the shares of common stock you would have received had the Applicable Market Value been equal to the VWAP per share of our common stock on the Mandatory Conversion Date or the average VWAP of our common stock over a different period of days.

Purchasers of the Mandatory Convertible Preferred Stock may not realize any or all of the benefit of an increase in the market price of shares of our common stock. The opportunity for equity appreciation provided by your investment in the Mandatory Convertible Preferred Stock is less than that provided by a direct investment in our common stock.

The market value of shares of our common stock that you would receive upon mandatory conversion of each share of the Mandatory Convertible Preferred Stock on the Mandatory Conversion Date (assuming that dividends on shares of Mandatory Convertible Preferred Stock will be declared and paid in cash) will only exceed the Liquidation Preference of $50.00 per share of the Mandatory Convertible Preferred Stock if the Applicable Market Value of our common stock exceeds the Threshold Appreciation Price of $                , subject to adjustment. The Threshold Appreciation Price represents an appreciation of approximately     % over the Initial Price. If the Applicable Market Value of our common stock is greater than the Threshold Appreciation Price, you would receive on the Mandatory Conversion Date approximately     % (which percentage is equal to the Initial Price divided by the Threshold Appreciation Price) of the value of our common stock that you would have received if you had made a direct investment in our common stock on the date of this prospectus. This means that the opportunity for equity appreciation provided by an investment in the Mandatory Convertible Preferred Stock is less than that provided by a direct investment in our common stock.

In addition, if the market value of our common stock appreciates and the Applicable Market Value of our common stock is equal to or greater than the Initial Price but less than or equal to the Threshold Appreciation Price, the aggregate market value of shares of our common stock that you would receive upon mandatory conversion (assuming that dividends on shares of Mandatory Convertible Preferred Stock will be declared and paid in cash) will only be equal to the aggregate Liquidation Preference of the Mandatory Convertible Preferred Stock, and you will realize no equity appreciation on our common stock.

 

A-13


Table of Contents

The market price of our common stock, which may fluctuate significantly, will directly affect the market price for the Mandatory Convertible Preferred Stock.

We expect that, generally, the market price of our common stock will significantly affect the market price of the Mandatory Convertible Preferred Stock. This may result in greater volatility in the market price of the Mandatory Convertible Preferred Stock than would be expected for nonconvertible preferred stock. Significant fluctuations in the market price and trading volume of our common stock may result not only from general stock market conditions but also from a change in sentiment in the market regarding our operations, business prospects, future funding, this offering or the Concurrent Offering. In addition, the price and volume volatility of our common stock may be affected by:

 

   

results of operations that vary from the expectations of securities analysts and investors;

 

   

results of operations that vary from those of our competitors;

 

   

changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

 

   

changes in economic conditions for companies in our industry;

 

   

changes in market valuations of, or earnings and other announcements by, companies in our industry;

 

   

declines in the market prices of stocks generally, particularly those of companies in our industry;

 

   

additions or departures of key management personnel;

 

   

strategic actions by us or our competitors;

 

   

announcements by us, our competitors or our suppliers of significant contracts, price reductions, new products or technologies, acquisitions, joint marketing relationships, joint ventures, other strategic relationships or capital commitments;

 

   

dilution as a result of the conversion of our Existing Junior Convertible Preferred Stock;

 

   

changes in preference of our customers;

 

   

changes in general economic or market conditions or trends in our industry or the economy as a whole;

 

   

changes in business or regulatory conditions;

 

   

future sales of our common stock or other securities;

 

   

investor perceptions of or the investment opportunity associated with our common stock relative to other investment alternatives;

 

   

the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

 

   

announcements relating to litigation or governmental investigations;

 

   

guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

 

   

the development and sustainability of an active trading market for our stock;

 

   

changes in accounting principles; and

 

   

other events or factors, including those resulting from informational technology system failures and disruptions, natural disasters, war, acts of terrorism or responses to these events.

Furthermore, the stock market may experience extreme volatility that, in some cases, may be unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low.

 

A-14


Table of Contents

In addition, we expect that the market price of the Mandatory Convertible Preferred Stock will be influenced by yield and interest rates in the capital markets, the time remaining to the Mandatory Conversion Date, our creditworthiness and the occurrence of certain events affecting us that do not require an adjustment to the Fixed Conversion Rates (as defined herein). Fluctuations in yield rates in particular may give rise to arbitrage opportunities based upon changes in the relative values of the Mandatory Convertible Preferred Stock and our common stock. Any such arbitrage could, in turn, affect the market prices of our common stock and the Mandatory Convertible Preferred Stock. The market price of our common stock could also be affected by possible sales of our common stock by investors who view the Mandatory Convertible Preferred Stock as a more attractive means of equity participation in us and by hedging or arbitrage trading activity that we expect to develop involving our common stock. This trading activity could, in turn, affect the market price of the Mandatory Convertible Preferred Stock.

Sales or issuances of substantial amounts of our common stock in the public market, or the perception that these sales or issuances may occur, or the conversion of the Mandatory Convertible Preferred Stock or the payment of dividends on the Mandatory Convertible Preferred Stock in the form of shares of our common stock, could cause the market price of the Mandatory Convertible Preferred Stock and our common stock to decline.

Sales or issuances of substantial amounts of our common stock or other securities convertible or exchangeable into shares of our common stock in the public market, or the conversion of the Mandatory Convertible Preferred Stock or the payment of dividends on the Mandatory Convertible Preferred Stock in the form of shares of our common stock, could cause the market price of the Mandatory Convertible Preferred Stock or our common stock to decline. This could also impair our ability to raise additional capital through the sale of our equity securities. Declines in the market price of our common stock may also materially and adversely affect the market price of the Mandatory Convertible Preferred Stock. Future sales or issuances of our common stock or other equity-related securities could be dilutive to holders of our common stock and could adversely affect their voting and other rights and economic interests, including holders of any shares of common stock issued upon conversion of the Mandatory Convertible Preferred Stock and/or as dividends on the Mandatory Convertible Preferred Stock, and could have a similar impact with respect to the Mandatory Convertible Preferred Stock. Holders of our common stock, including holders of any shares of common stock issued upon conversion of Mandatory Convertible Preferred Stock and/or as dividends on the Mandatory Convertible Preferred Stock, may also experience additional dilution upon future equity issuances or upon the exercise of our outstanding warrants held by holders of our Existing Senior Preferred Stock, exercise of options to purchase our common stock or the settlement of restricted stock units granted to our employees, executive officers and directors under the Legacy Avantor Plan, the Vail Plan and the 2019 Equity Incentive Plan. See “Dilution.”

Recent regulatory actions may adversely affect the trading price and liquidity of the Mandatory Convertible Preferred Stock.

Investors in, and potential purchasers of, the Mandatory Convertible Preferred Stock who employ, or seek to employ, a convertible arbitrage strategy with respect to the Mandatory Convertible Preferred Stock may be adversely impacted by regulatory developments that may limit or restrict such a strategy. The SEC and other regulatory and self-regulatory authorities have implemented various rules and may adopt additional rules in the future that restrict and otherwise regulate short selling and over-the-counter swaps and security-based swaps, which restrictions and regulations may adversely affect the ability of investors in, or potential purchasers of, the Mandatory Convertible Preferred Stock to conduct a convertible arbitrage strategy with respect to the Mandatory Convertible Preferred Stock. This could, in turn, adversely affect the trading price and liquidity of the Mandatory Convertible Preferred Stock.

 

A-15


Table of Contents

The adjustment to the conversion rate and the payment of the Fundamental Change Dividend Make-Whole Amount upon the occurrence of certain Fundamental Changes may not adequately compensate you for the lost option value and lost dividends as a result of early conversion upon a Fundamental Change.

If a Fundamental Change (as defined in “Description of Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount”) occurs on or prior to the Mandatory Conversion Date, holders will be entitled to convert their Mandatory Convertible Preferred Stock during the Fundamental Change Conversion Period at the Fundamental Change Conversion Rate (in each case as defined in “Description of Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount”). The Fundamental Change Conversion Rate represents an adjustment to the conversion rate otherwise applicable unless the Fundamental Change Stock Price (as defined in “Description of Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount”) is less than $                 or above $                 (in each case, subject to adjustment). In addition, with respect to shares of Mandatory Convertible Preferred Stock converted during the Fundamental Change Conversion Period, you will also receive, among other consideration, a Fundamental Change Dividend Make-Whole Amount (as defined in “Description of Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount”). We may elect to pay the Fundamental Change Make-Whole Amount by delivery of common stock, subject to the limitations described in “Description of Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount.” If these limitations to the delivery in shares of common stock in payment of the Fundamental Change Dividend Make-Whole Amount are reached, we will pay the shortfall in cash to the extent we are legally permitted to do so and to the extent permitted under the terms of the documents governing our indebtedness. To the extent we are not permitted to pay such shortfall in cash under applicable law and in compliance with our indebtedness, we will not have any obligation to pay such amount in cash or deliver additional shares of our common stock in respect of such amount.

Although this adjustment to the conversion rate and the payment of the Fundamental Change Dividend Make-Whole Amount are designed to compensate you for the lost option value of the Mandatory Convertible Preferred Stock and lost dividends as a result of a Fundamental Change, they are only an approximation of such lost value and lost dividends and may not adequately compensate you for your actual loss. Furthermore, our obligation to adjust the conversion rate in connection with a Fundamental Change and pay the Fundamental Change Dividend Make-Whole Amount (whether in cash or shares of our common stock or any combination thereof) could possibly be considered a penalty under state law, in which case the enforceability thereof would be subject to general principles of reasonableness and equitable remedies and therefore may not be enforceable in whole or in part.

The conversion rate of the Mandatory Convertible Preferred Stock will not be adjusted for many events that may adversely affect the market price of the Mandatory Convertible Preferred Stock or our common stock issuable upon conversion of the Mandatory Convertible Preferred Stock.

The Fixed Conversion Rates of the Mandatory Convertible Preferred Stock are subject to adjustment only for the issuance of certain stock dividends on our common stock, subdivisions or combinations of our common stock, the issuance of certain rights, options or warrants to holders of our common stock, distributions of capital stock, indebtedness, or assets to holders of our common stock, spin-offs, cash dividends and certain issuer tender or exchange offers as described under “Description of Mandatory Convertible Preferred Stock—Anti-dilution Adjustments.” However, other events, such as employee and director grants that are settled in common stock and option grants or offerings of our common stock or securities convertible into shares of our common stock (other than those set forth in “Description of Mandatory Convertible Preferred Stock—Anti-Dilution Adjustments”) for cash or in connection with acquisitions, or third-party tender or exchange offers, which may adversely affect the market price of our common stock, may not result in any adjustment. Further, if any of these other events

 

A-16


Table of Contents

adversely affects the market price of our common stock, it may also adversely affect the market price of the Mandatory Convertible Preferred Stock. In addition, the terms of the Mandatory Convertible Preferred Stock do not restrict our ability to offer common stock or securities convertible into common stock in the future or to engage in other transactions that could dilute our common stock. We have no obligation to consider the interests of the holders of the Mandatory Convertible Preferred Stock in engaging in any such offering or transaction.

Purchasers of the Mandatory Convertible Preferred Stock may be adversely affected upon the issuance of a new series of preferred stock ranking senior to or equally with the Mandatory Convertible Preferred Stock.

Our amended and restated certificate of incorporation will authorize our Board of Directors, without the approval of our stockholders, to issue 75,000,000 shares of our preferred stock (including 25,000,000 shares of Mandatory Convertible Preferred Stock), subject to limitations prescribed by applicable law, rules and regulations and the provisions of our amended and restated certificate of incorporation, as shares of preferred stock in series, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The powers, preferences and rights of these additional series of preferred stock may be senior to or on parity with the Mandatory Convertible Preferred Stock, which may reduce its value.

The terms of the Mandatory Convertible Preferred Stock will not restrict our ability to offer a new series of preferred stock that ranks senior to or equally with the Mandatory Convertible Preferred Stock as to dividend payments or liquidation preference in the future. We have no obligation to consider the specific interests of the holders of the Mandatory Convertible Preferred Stock in engaging in any such offering or transaction.

You will have no rights with respect to our common stock until the Mandatory Convertible Preferred Stock is converted, but you may be adversely affected by certain changes made with respect to our common stock.

You will have no rights, powers or preferences with respect to our common stock, including voting powers, rights to respond to common stock tender offers, if any, and rights to receive dividends or other distributions on shares of our common stock, if any (other than through a conversion rate adjustment), prior to the conversion date with respect to a conversion of the Mandatory Convertible Preferred Stock, but your investment in the Mandatory Convertible Preferred Stock may be negatively affected by these events. Upon conversion, you will be entitled to exercise the rights of a holder of the shares of common stock issuable upon conversion only as to matters for which the record date occurs after the date you are deemed to be a record holder of those shares. For example, in the event that an amendment is proposed to our Charter requiring stockholder approval and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to the date you are deemed to be a record holder of the shares of common stock issuable upon conversion of your Mandatory Convertible Preferred Stock, you will not be entitled to vote on the amendment (subject to certain limited exceptions and unless it would adversely affect the special rights, preferences and voting powers of the Mandatory Convertible Preferred Stock), even if your Mandatory Convertible Preferred Stock has been converted into shares of our common stock prior to the effective date of such change and you will nevertheless be subject to any changes in the powers, preferences or rights of our common stock. See “Description of Capital Stock” in the prospectus for the Concurrent Offering for further discussion of our common stock.

You will have no voting powers except under limited circumstances.

You will have no voting powers with respect to the Mandatory Convertible Preferred Stock, except with respect to certain amendments to the terms of the Mandatory Convertible Preferred Stock, in the case of certain dividend arrearages, in certain other limited circumstances and except as specifically required by Delaware law or by our Charter. You will have no power to vote for any members of our Board of Directors except in the case of certain dividend arrearages. Whenever dividends on any shares of the Mandatory Convertible Preferred Stock have not been declared and paid for the equivalent of six or more dividend periods, whether or not for consecutive dividend periods, the authorized number of directors on our Board of Directors will, at the next

 

A-17


Table of Contents

annual meeting of stockholders or at a special meeting of stockholders, if any, automatically be increased by two and the holders of such shares of Mandatory Convertible Preferred Stock, voting together as a single class with holders of other series of our Voting Preferred Stock (as defined herein) then outstanding, will be entitled, at our next annual meeting of stockholders or a special meeting of stockholders, if any, to vote for the election of a total of two additional members of our Board of Directors, subject to the terms and limitations described in the section of this prospectus entitled “Description of Mandatory Convertible Preferred Stock—Voting Powers.”

The Mandatory Convertible Preferred Stock will rank junior to all of our and our subsidiaries’ consolidated liabilities and our Existing Senior Preferred Stock and Existing Junior Convertible Preferred Stock.

In the event of a bankruptcy, liquidation, dissolution or winding-up, our assets will be available to pay obligations on the Mandatory Convertible Preferred Stock only after all of our consolidated liabilities have been paid. In addition, the Mandatory Convertible Preferred Stock will rank (i) structurally junior to all existing and future liabilities of our subsidiaries and (ii) junior to our Existing Senior Preferred Stock and Existing Junior Convertible Preferred Stock with respect to dividends and distributions of assets upon liquidation, dissolution or winding up of the Company or certain other events. Your rights to participate in the assets of our subsidiaries upon any bankruptcy, liquidation, dissolution or winding up of any subsidiary will rank junior to the prior claims of that subsidiary’s creditors. In the event of a bankruptcy, liquidation, dissolution or winding-up, there may not be sufficient assets remaining, after paying our and our subsidiaries’ liabilities, to pay amounts due on any or all of the Mandatory Convertible Preferred Stock then outstanding. At March 31, 2019, we had indebtedness totaling approximately $7,021.1 million outstanding and an additional $500.0 million of borrowing capacity under the Revolving Facilities (without giving effect to $29.3 million of letters of credit outstanding and $3.0 million of outstanding borrowings under the Revolving Facilities as of March 31, 2019).

We may be unable to, or may choose not to, pay dividends on the Mandatory Convertible Preferred Stock at current or planned rates or at all.

Any future payments of cash dividends, and the amount of any cash dividends we pay, on our capital stock, including on the shares of Mandatory Convertible Preferred Stock, will be determined by our Board of Directors, or an authorized committee thereof, in its sole discretion and will depend on, among other things, our financial condition, capital requirements and results of operations, and the ability of our subsidiaries and investments to distribute cash to us, as well as other factors that our Board of Directors may consider relevant.

The agreements governing any of our and our subsidiaries’ existing or future indebtedness may limit our ability to declare and pay cash dividends on the shares of our capital stock, including the shares of Mandatory Convertible Preferred Stock. In the event that the agreements governing any such indebtedness restrict our ability to declare and pay dividends in cash on the shares of our capital stock, including the Mandatory Convertible Preferred Stock, we may be unable to declare and pay dividends in cash on the shares of the capital stock, including the Mandatory Convertible Preferred Stock unless we can repay or refinance the amounts outstanding under such agreements or obtain an amendment or waiver of the applicable restrictions. We are under no obligation to attempt to refinance such amounts or seek such an amendment or waiver, nor can there be any assurance that we would be successful in doing so. In such circumstance, we may instead elect to defer the payment of dividends or to pay the dividend in shares of common stock.

In addition, under applicable Delaware law, our Board of Directors, or an authorized committee thereof, may only declare and pay dividends on shares of our capital stock out of our statutory “surplus” (which is defined as the amount equal to total assets minus total liabilities, in each case at fair market value, minus statutory capital), or if there is no such surplus, out of our net profits for the then current and/or immediately preceding fiscal year. Further, even if we are permitted under our contractual obligations and Delaware law to declare and pay cash dividends on the shares of common stock and Mandatory Convertible Preferred Stock, we may not have sufficient cash to do so.

 

A-18


Table of Contents

If we fail to declare or pay scheduled dividends on the Mandatory Convertible Preferred Stock on the dividend payment dates, it would likely have a material adverse impact on the market price of the Mandatory Convertible Preferred Stock, our common stock and our debt securities and would prohibit us, under the terms of the Mandatory Convertible Preferred Stock, from paying cash dividends on or repurchasing shares of our common stock (subject to limited exceptions) until such time as we have paid all accumulated and unpaid dividends on all the outstanding shares of Mandatory Convertible Preferred Stock for all preceding dividend periods.

If upon (i) mandatory conversion, (ii) an Early Conversion at the option of a holder or (iii) an Early Fundamental Change Conversion, we have not declared and paid all or any portion of the accumulated and unpaid dividends payable on the outstanding shares of Mandatory Convertible Preferred Stock, the applicable conversion rate will be adjusted so that, converting holders receive an additional number of shares of our common stock having a market value generally equal to the amount of such undeclared, accumulated and unpaid dividends, subject to the limitations described under “Description of Mandatory Convertible Preferred Stock—Mandatory Conversion,” “Description of Mandatory Convertible Preferred Stock—Early Conversion at the Option of the Holder” and “Description of Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount,” respectively. As a result of such limitations, the market value of such additional number of shares of common stock may be less than the amount of such accumulated and unpaid dividends. In the case of mandatory conversion or Early Fundamental Change Conversion, if these limits to the adjustment of the conversion rate are reached, we will, if we are legally able to do so, and to the extent permitted under the terms of the documents governing our indebtedness, pay the shortfall in cash. To the extent that we are not able to pay such excess amount in cash under applicable law and in compliance with our indebtedness, we will not have any obligation to pay such amount in cash or deliver additional shares of our common stock in respect of such amount. We will not have an obligation to pay the shortfall in cash or deliver shares of our common stock in respect of such shortfall if these limits to the adjustment of the conversion rate are reached in the case of an Early Conversion at the option of the holder.

We are a holding company with no operations of our own and, as such, we depend on our subsidiaries for cash to fund all of our operations and expenses, including future dividend payments with respect to the Mandatory Convertible Preferred Stock.

Our operations are conducted entirely through our subsidiaries and our ability to generate cash to meet our debt service obligations or to make future dividend payments with respect to the Mandatory Convertible Preferred Stock, is highly dependent on the earnings and the receipt of funds from our subsidiaries via dividends or intercompany loans. To the extent that we determine in the future to pay dividends on the Mandatory Convertible Preferred Stock, the agreements governing our indebtedness restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us.

You may be subject to tax with respect to the Mandatory Convertible Preferred Stock even though you do not receive a corresponding cash distribution.

The conversion rate of the Mandatory Convertible Preferred Stock is subject to adjustment in certain circumstances. See “Description of Mandatory Convertible Preferred Stock—Anti-Dilution Adjustments.” If, as a result of an adjustment (or failure to make an adjustment), your proportionate interest in our assets or earnings and profits is increased, you may be deemed to have received for U.S. federal income tax purposes a taxable distribution without the receipt of any cash. In addition, we may make distributions to holders of the Mandatory Convertible Preferred Stock that are paid in common stock. Any such distribution may be taxable to the same extent as a cash distribution of the same amount. In these circumstances and possibly others, a holder of Mandatory Convertible Preferred Stock may be subject to tax even though it has received no cash with which to pay that tax, thus giving rise to an out-of-pocket expense. If you are a Non-U.S. holder (as defined in “Certain United States Federal Income and Estate Tax Consequences”), any deemed dividend could be subject to U.S.

 

A-19


Table of Contents

federal withholding tax at a 30% rate, or such lower rate as may be specified by an applicable treaty, which may be set off against subsequent payments or deliveries with respect to the Mandatory Convertible Preferred Stock. See “Certain United States Federal Income and Estate Tax Consequences” for a further discussion of the U.S. federal tax implications.

Anti-takeover provisions in our organizational documents could delay or prevent a change of control.

Certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt, or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.

These provisions will provide for, among other things:

 

   

a classified Board of Directors, as a result of which our Board of Directors will be divided into three classes, with each class serving for staggered three-year terms;

 

   

the ability of our Board of Directors to issue one or more series of preferred stock;

 

   

advance notice requirements for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings;

 

   

certain limitations on convening special stockholder meetings;

 

   

the removal of directors (other than the Preferred Stock Directors who may be removed in accordance with the Certificate of Designations) either with or without cause and only upon the affirmative vote of the holders of at least 6623% of the shares of common stock entitled to vote generally in the election of directors, voting together as a single class; and

 

   

that certain provisions may be amended only by the affirmative vote of at least 6623% in voting power of all outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class.

These anti-takeover provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares. See “Description of Capital Stock.”

Certain rights of the holders of the Mandatory Convertible Preferred Stock could delay or prevent an otherwise beneficial takeover or takeover attempt of us and, therefore, may affect the ability of holders of Mandatory Convertible Preferred Stock to exercise their rights associated with a potential Fundamental Change.

Certain rights of the holders of the Mandatory Convertible Preferred Stock could make it more difficult or more expensive for a third party to acquire us. For example, if a Fundamental Change were to occur on or prior to May 15, 2022, holders of the Mandatory Convertible Preferred Stock may have the option to convert their Mandatory Convertible Preferred Stock, in whole or in part, at an increased conversion rate and will also be entitled to receive a Fundamental Change Dividend Make-Whole Amount equal to the present value of all remaining dividend payments on their Mandatory Convertible Preferred Stock from the Fundamental Change Effective Date to, but excluding, May 15, 2022. See “Description of Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount.” These features of the Mandatory Convertible Preferred Stock could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management.

 

A-20


Table of Contents

An active trading market for the Mandatory Convertible Preferred Stock does not exist and may not develop.

The Mandatory Convertible Preferred Stock is a new issue of securities with no established trading market. The liquidity of the trading market in the Mandatory Convertible Preferred Stock, and the market price quoted for the Mandatory Convertible Preferred Stock, may be adversely affected by changes in the overall market for this type of security and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. We have applied to have the Mandatory Convertible Preferred Stock listed on the NYSE under the symbol “AVTR PRA.” Even if the Mandatory Convertible Preferred Stock is approved for listing on the NYSE, such listing does not guarantee that a trading market for the Mandatory Convertible Preferred Stock will develop or, if a trading market for the Mandatory Convertible Preferred Stock does develop, the depth or liquidity of that market or the ability of the holders to sell the Mandatory Convertible Preferred Stock, or to sell the Mandatory Convertible Preferred Stock at a favorable price. In addition, as shares of the Mandatory Convertible Preferred Stock are converted, the liquidity of the Mandatory Convertible Preferred Stock that remains outstanding may decrease.

We will incur significantly increased costs and become subject to additional regulations and requirements as a result of becoming a public company, and our management will be required to devote substantial time to new compliance matters, which could lower our profits or make it more difficult to run our business.

As a result of the Concurrent Offering, we will become a public company. As a public company, we will incur significant legal, regulatory, finance, accounting, investor relations and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. As a result of having publicly traded common stock, we will also be required to comply with, and incur costs associated with such compliance with, the Sarbanes-Oxley Act of 2002, or the Sarbanes Oxley Act, and the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, as well as rules and regulations implemented by the SEC and the NYSE. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. Our management will need to devote a substantial amount of time to ensure that we comply with all of these requirements, diverting the attention of management away from revenue-producing activities. These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock and the Mandatory Convertible Preferred Stock, fines, sanctions and other regulatory action and potentially civil litigation.

Failure to comply with requirements to design, implement and maintain effective internal control over financial reporting could have a material adverse effect on our business and stock price. We have identified a material weakness and significant deficiencies in our internal control over financial reporting.

As a privately-held company, we were not required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes Oxley Act (“Section 404”).

As a public company, we will have significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in

 

A-21


Table of Contents

material misstatements in our consolidated financial statements and harm our results of operations. In addition, we will be required, pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting in the second annual report following the completion of the Concurrent Offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. In addition, our independent registered public accounting firm will be required to issue an attestation report on the effectiveness of our internal control over financial reporting in the second annual report following the completion of the Concurrent Offering.

In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, we may encounter problems or delays in completing the remediation of any deficiencies identified by our independent registered public accounting firm in connection with the issuance of their attestation report.

For the year ended December 31, 2016, we identified a material weakness in our internal control over financial reporting relating to processes and controls over properly accounting for transactions of a complex or non-routine nature. The material weakness was identified as the primary cause of errors relating to the accounting for deferred income taxes and proper allocation of attributes of certain subsidiaries between us and noncontrolling interests recorded in connection with the NuSil merger and the internal reorganization effected in anticipation of the NuSil merger. This weakness resulted in a misstatement of our previously issued September 30, 2016 financial statements. For the year ended December 31, 2017, we identified three significant deficiencies in our internal control over financial reporting, two of which were remediated, and we identified one additional significant deficiency for the year ended December 31, 2018. Although we took measures to remediate these issues and believe the material weakness was remedied as of December 31, 2017, these measures may not be sufficient to avoid similar weaknesses or deficiencies in the future.

Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses which could result in a material misstatement of our annual or quarterly consolidated financial statements or disclosures that may not be prevented or detected.

We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 or our independent registered public accounting firm may not issue an unqualified opinion. If either we are unable to conclude that we have effective internal control over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified opinion, investors could lose confidence in our reported financial information, which could have a material adverse effect on the trading price of our common stock, and in turn, of the Mandatory Convertible Preferred Stock.

Risk of Concentration of Shareholder Control

Certain of our shareholders, including affiliates of New Mountain Capital and affiliates of Goldman Sachs have significant influence over us as a result of their share ownership. This concentration could lead to conflicts of interest and difficulties for non-insider investors effecting corporate changes, and could adversely affect the price of our common stock and the Mandatory Convertible Preferred Stock. Our two largest shareholders (and their affiliates), acting together, will hold approximately 37% of our issued and outstanding shares upon the completion of the Concurrent Offering (giving effect to the conversion of our Existing Junior Convertible Preferred Stock ) and have the ability to influence all matters submitted to our shareholders for approval

 

A-22


Table of Contents

(including the election and removal of directors and any merger, consolidation or sale of all or substantially all of our assets). In addition, in connection with the Concurrent Offering, we intend to enter into an investor rights agreement with affiliates of New Mountain Capital, which agreement is expected to provide for the ability of New Mountain Capital to nominate members to our Board of Directors. Accordingly, this concentration of ownership may have the effect of delaying, deferring or preventing a change in control of our Company, impeding a merger, consolidation, takeover or other business combination involving us or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could have a material adverse effect on the market price of our common stock and the Mandatory Convertible Preferred Stock. The issuance of stock options and warrants could lead to greater concentration of share ownership among insiders and could lead to dilution of share ownership which could lead to depressed share prices. In addition, New Mountain Capital and shareholders affiliated with Goldman Sachs may have different interests than investors in this offering.

Our amended and restated certificate of incorporation will provide, subject to limited exceptions, that state and federal courts (as appropriate) located within the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our amended and restated certificate of incorporation will provide that unless we consent to the selection of an alternative forum, the state or federal courts (as appropriate) located within the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of our company, (ii) action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee or stockholder of our company to us or our stockholders, creditors or other constituents, (iii) action against us or any of our directors or officers involving a claim or defense arising pursuant to any provision of the Delaware General Corporation Law (“DGCL”) or our amended and restated certificate of incorporation or our amended and restated bylaws, (iv) action against us or any director or officer of the Company involving a claim or defense implicating the internal affairs doctrine, or (v) action against us or any of our directors or officers involving a claim or defense arising pursuant to the Exchange Act or the Securities Act. It is possible that these exclusive forum provisions may be challenged in court and may be deemed unenforceable in whole or in part. Our exclusive forum provision shall not relieve the company of its duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Affiliates of Goldman Sachs & Co. LLC, an underwriter in this offering, will have an interest in this offering beyond customary underwriting discounts and commissions.

Certain affiliates of Goldman Sachs & Co. LLC, an underwriter in this offering, (i) will receive approximately $421 million (or 12.5%) of the net proceeds of this offering and the Concurrent Offering due to the redemption of outstanding shares of our Existing Senior Preferred Stock they own and repayment of a portion of the outstanding indebtedness under the Dollar Term Loan Facility and the Euro Term Loan Facility with the net proceeds of this offering and the Concurrent Offering (or 10.9% of the net proceeds of this offering and the Concurrent Offering if the underwriters exercise their over-allotment options in full in both offerings), (ii) currently own 372,872 shares of our Existing Senior Preferred Stock, 564,000 shares of our Existing Junior

 

A-23


Table of Contents

Convertible Preferred Stock and warrants to purchase 1,133,920 shares of our common stock and (iii) currently have two director appointees on our Board, both of whom are expected to remain on our Board following this offering, as well as other rights. Certain of the affiliates of Goldman Sachs & Co. LLC that hold the Existing Senior Preferred Stock, the Existing Junior Convertible Preferred Stock and warrants are funds whose limited partners are current and former employees of Goldman Sachs & Co. LLC; these current employees include individuals who are providing services on behalf of Goldman Sachs & Co. LLC in connection with this offering and the Concurrent Offering. See “Certain Relationships and Related Party Transactions.” In addition, as holders of our Existing Junior Convertible Preferred Stock, affiliates of Goldman Sachs & Co. LLC will receive 47,723,077 shares of common stock upon the automatic conversion of our Existing Junior Convertible Preferred Stock upon consummation of the Concurrent Offering based on an assumed public offering price of $19.50 per share of common stock (which is the midpoint of the estimated offering price range shown on the cover page of the prospectus relating to the Concurrent Offering). See “Description of Capital Stock—Preferred Stock—Existing Junior Convertible Preferred Stock.” As such, Goldman Sachs & Co. LLC is deemed to have a “conflict of interest” under Rule 5121 of the Financial Industry Regulatory Authority Inc., or Rule 5121. Accordingly, this offering will be made in compliance with the applicable provisions of Rule 5121. This rule requires, among other things, that a “qualified independent underwriter” has participated in the preparation of, and has exercised the usual standards of “due diligence” with respect to, the registration statement, J.P. Morgan Securities LLC, or JP Morgan, has agreed to act as qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act. J.P. Morgan Securities LLC will not receive any additional fees for serving as qualified independent underwriter in connection with this offering. Although JP Morgan has, in its capacity as qualified independent underwriter, participated in due diligence and the preparation of this prospectus and the registration statement of which this prospectus forms a part, this may not adequately address all potential conflicts of interest. We have agreed to indemnify JP Morgan against liabilities incurred in connection with acting as qualified independent underwriter, including liabilities under the Securities Act. Pursuant to FINRA Rule 5121, Goldman Sachs & Co. LLC will not confirm sales of securities to any account over which it exercises discretionary authority without the prior written approval of the customer. See “Underwriting (Conflicts of Interest)” for additional information.

 

A-24


Table of Contents

DESCRIPTION OF MANDATORY CONVERTIBLE PREFERRED STOCK

The following description is a summary of certain provisions of our     % Series A Mandatory Convertible Preferred Stock, par value $0.01 per share, which we refer to as our “Mandatory Convertible Preferred Stock.” The following summary of the terms of the Mandatory Convertible Preferred Stock is not complete and is subject to, and qualified in its entirety by reference to, the provisions of the certificate of designations governing the terms of the Mandatory Convertible Preferred Stock (the “Certificate of Designations”) and our Charter.

As used in this section, the terms the “Company,” “us,” “we” or “our” refer to Avantor, Inc. and not any of its subsidiaries or affiliates.

General

Under our Charter, our Board of Directors is authorized to provide, without further stockholder action, for the issuance of up to 75,000,000 shares of preferred stock, par value $0.01 per share (including 25,000,000 shares of Mandatory Convertible Preferred Stock). Unless required by law or by the rules of the NYSE, the authorized shares of preferred stock will be available for issuance without further stockholder action. Our Board of Directors is able to determine, with respect to any series of preferred stock, the terms and rights of that series, including:

 

   

the designation of the series;

 

   

the number of shares of the series, which our Board of Directors may, except where otherwise provided in the preferred stock designation, increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares then outstanding);

 

   

whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;

 

   

the dates at which dividends, if any, will be payable;

 

   

the redemption rights and price or prices, if any, for shares of the series;

 

   

the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series, if applicable;

 

   

the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our company;

 

   

whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our company or any other corporation, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;

 

   

restrictions on the issuance of shares of the same series or of any other class or series; and

 

   

the voting rights, if any, of the holders of the series.

When issued, the Mandatory Convertible Preferred Stock and our common stock issued upon the conversion of the Mandatory Convertible Preferred Stock will be fully paid and nonassessable. The holders of the Mandatory Convertible Preferred Stock will have no preemptive or preferential rights to purchase or subscribe for any class of our stock, obligations, warrants or other securities.

Ranking

The Mandatory Convertible Preferred Stock, with respect to dividend rights and/or distribution rights upon our liquidation, winding-up or dissolution, as applicable, will rank:

 

   

senior to (i) our common stock and (ii) each other class or series of our capital stock established after the first original issue date of shares of the Mandatory Convertible Preferred Stock (which we refer to

 

A-25


Table of Contents
 

as the “Initial Issue Date”) the terms of which do not expressly provide that such class or series ranks (x) senior to the Mandatory Convertible Preferred Stock as to dividend rights or distribution rights upon our liquidation, winding-up or dissolution or (y) on parity with the Mandatory Convertible Preferred Stock as to dividend rights or distribution rights upon our liquidation, winding-up or dissolution (we refer to our common stock and all such other classes or series of capital stock except our Existing Junior Convertible Preferred Stock, collectively as “Junior Stock”);

 

   

on parity with any class or series of our capital stock established after the Initial Issue Date the terms of which expressly provide that such class or series will rank on parity with the Mandatory Convertible Preferred Stock as to dividend rights and distribution rights upon our liquidation, winding-up or dissolution (which we refer to collectively as “Parity Stock”);

 

   

junior to each class or series of our capital stock established after the Initial Issue Date the terms of which expressly provide that such class or series will rank senior to the Mandatory Convertible Preferred Stock as to dividend rights or distribution rights upon our liquidation, winding-up or dissolution (which we refer to collectively as “Senior Stock”);

 

   

junior to our Existing Senior Preferred Stock and to our Existing Junior Convertible Preferred Stock; and

 

   

junior to our existing and future indebtedness and other liabilities.

In addition, with respect to dividend rights and distribution rights upon our liquidation, winding-up or dissolution, the Mandatory Convertible Preferred Stock will be structurally subordinated to any existing and future indebtedness and other liabilities of each of our subsidiaries.

As of March 31, 2019, our subsidiaries had total outstanding indebtedness of $7,021.1 million and 2,338,155 outstanding shares of Existing Senior Preferred Stock and 1,650,000 outstanding shares of Existing Junior Convertible Preferred Stock. We expect to redeem the Existing Senior Preferred Stock using the net proceeds of both offerings. See “Use of Proceeds.” The Existing Junior Convertible Preferred Stock will automatically convert into shares of common stock upon consummation of the Concurrent Offering on the terms described in the prospectus relating to our Concurrent Offering under “Description of Capital Stock—Preferred Stock—Existing Junior Convertible Preferred Stock.”

Listing

We have applied to have our common stock and the Mandatory Convertible Preferred Stock listed on the NYSE under the symbol “AVTR” and “AVTR PRA,” respectively. However, there can be no assurance that the Mandatory Convertible Preferred Stock will be listed, and if listed, that it will continue to be listed. Listing the Mandatory Convertible Preferred Stock on the NYSE does not guarantee that a trading market will develop or, if a trading market does develop, the depth or liquidity of that market or the ability of holders to sell their Mandatory Convertible Preferred Stock easily.

Dividends

Subject to the rights of holders of any class or series of any Senior Stock, holders of the Mandatory Convertible Preferred Stock will be entitled to receive, when, as and if declared by our Board of Directors, or an authorized committee thereof, out of funds legally available for payment, in the case of dividends paid in cash, and shares of common stock legally permitted to be issued, in the case of dividends paid in shares of common stock, cumulative dividends at the rate per annum of         % of the Liquidation Preference of $50.00 per share of the Mandatory Convertible Preferred Stock (equivalent to $         per annum per share), payable in cash, by delivery of shares of our common stock or through any combination of cash and shares of our common stock, as determined by us in our sole discretion (subject to the limitations described below). See “—Method of Payment of Dividends.” If declared, dividends on the Mandatory Convertible Preferred Stock will be payable quarterly on

 

A-26


Table of Contents

February 15, May 15, August 15 and November 15 of each year to, and including, May 15, 2022, commencing on August 15, 2019 (each, a “Dividend Payment Date”), at such annual rate, and dividends shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Initial Issue Date of the Mandatory Convertible Preferred Stock, whether or not in any dividend period or periods there have been funds legally available or shares of common stock legally permitted for the payment of such dividends. If declared, dividends will be payable on the relevant Dividend Payment Date to holders of record of the Mandatory Convertible Preferred Stock as they appear on our stock register at the Close of Business on February 1, May 1, August 1 and November 1, as the case may be, immediately preceding the relevant Dividend Payment Date (each, a “Regular Record Date”), whether or not such holders early convert their shares, or such shares are automatically converted, after a Regular Record Date and on or prior to the immediately succeeding Dividend Payment Date; provided that the Regular Record Date for any such dividend shall not precede the date on which such dividend was so declared. These Regular Record Dates will apply regardless of whether a particular Regular Record Date is a Business Day. A “Business Day” means any day other than a Saturday or Sunday or any other day on which commercial banks in New York City are authorized or required by law or executive order to close. If a Dividend Payment Date is not a Business Day, payment will be made on the next succeeding Business Day, without any interest or other payment in lieu of interest accruing with respect to this delay.

A full dividend period is the period from and including a Dividend Payment Date to, but excluding, the next Dividend Payment Date, except that the initial dividend period will commence on, and include, the Initial Issue Date of the Mandatory Convertible Preferred Stock and will end on and exclude the August 15, 2019 Dividend Payment Date. The amount of dividends payable on each share of Mandatory Convertible Preferred Stock for each full dividend period (after the initial dividend period) will be computed by dividing the annual dividend rate by four. Dividends payable on the Mandatory Convertible Preferred Stock for the initial dividend period and any other partial dividend period will be computed based upon the actual number of days elapsed during such period over a 360-day year (consisting of twelve 30-day months). Accordingly, the dividend on the Mandatory Convertible Preferred Stock for the initial dividend period, assuming the Initial Issue Date is                     , 2019 will be $         per share of Mandatory Convertible Preferred Stock (based on the annual dividend rate of     % and a Liquidation Preference of $50.00 per share) and will be payable, when, as and if declared, on August 15, 2019, to the holders of record thereof on August 1, 2019. The dividend on the Mandatory Convertible Preferred Stock for each subsequent full dividend period, when, as and if declared, will be $             per share of Mandatory Convertible Preferred Stock (based on the annual dividend rate of     % and a Liquidation Preference of $50.00 per share). Accumulated dividends on shares of the Mandatory Convertible Preferred Stock will not bear interest, nor shall additional dividends be payable thereon, if they are paid subsequent to the applicable Dividend Payment Date.

No dividend will be paid unless and until our Board of Directors, or an authorized committee of our Board of Directors, declares a dividend payable with respect to the Mandatory Convertible Preferred Stock. No dividend will be declared or paid upon, or any sum of cash or number of shares of our common stock set apart for the payment of dividends upon, any outstanding shares of Mandatory Convertible Preferred Stock with respect to any dividend period unless all dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum of cash or number of shares of our common stock has been set apart for the payment of such dividends upon, all outstanding shares of Mandatory Convertible Preferred Stock. Except as described above, dividends on shares of Mandatory Convertible Preferred Stock converted to common stock will cease to accumulate, and all other rights of holders of the Mandatory Convertible Preferred Stock will terminate, from and after the Mandatory Conversion Date, the Fundamental Change Conversion Date or the Early Conversion Date (each, as defined below), as applicable.

Our ability to declare and pay cash dividends and to make other distributions with respect to our capital stock, including the Mandatory Convertible Preferred Stock, may be limited by the terms of our and our subsidiaries’ existing and any future indebtedness, including the Senior Secured Credit Facilities, the A/R Facility, the Secured Indenture and the Unsecured Indenture. Any credit facilities, indentures or other financing

 

A-27


Table of Contents

agreements we enter into in the future may contain covenants that restrict our ability to pay cash dividends on our capital stock, including the Mandatory Convertible Preferred Stock. In addition, our ability to declare and pay dividends may be limited by applicable Delaware law. See “Risk Factors—Risks Related to the Mandatory Convertible Preferred Stock—We may be unable to, or may choose not to, pay dividends on the Mandatory Convertible Preferred Stock at current or planned rates or at all.”

Method of Payment of Dividends

Subject to the limitations described below, we may pay any declared dividend (or any portion of any declared dividend) on the shares of Mandatory Convertible Preferred Stock (whether or not for a current dividend period or any prior dividend period, including in connection with the payment of declared and unpaid dividends pursuant to the provisions described in “—Mandatory Conversion” and “—Conversion at the Option of the Holder Upon Fundamental Change; Fundamental Change Dividend Make-whole Amount”), determined in our sole discretion:

 

   

in cash;

 

   

by delivery of shares of our common stock; or

 

   

through any combination of cash and shares of our common stock.

We will make each payment of a declared dividend on the shares of Mandatory Convertible Preferred Stock in cash, except to the extent we elect to make all or any portion of such payment in shares of our common stock. We will give the holders of the Mandatory Convertible Preferred Stock notice of any such election and the portion of such payment that will be made in cash and the portion that will be made in shares of our common stock no later than 10 Scheduled Trading Days (as defined below) prior to the Dividend Payment Date for such dividend; provided, however, that if we do not provide timely notice of this election, we will be deemed to have elected to pay the relevant dividend in cash. All cash payments to which a holder of the Mandatory Convertible Preferred Stock is entitled in connection with a declared dividend on the shares of Mandatory Convertible Preferred Stock will be rounded to the nearest cent.

If we elect to make any such payment of a declared dividend, or any portion thereof, in shares of our common stock, such shares will be valued for such purpose, in the case of any dividend payment or portion thereof, at 97% of the Average VWAP (as defined below) per share of our common stock over the five consecutive Trading Day (as defined below) period beginning on, and including, the seventh Scheduled Trading Day (as defined below) prior to the applicable Dividend Payment Date (such average, the “Average Price”). If the five Trading Day period to determine the Average Price ends on or after the relevant Dividend Payment Date (whether because a Scheduled Trading Day is not a Trading Day due to the occurrence of a Market Disruption Event (as defined herein) or otherwise), then the Dividend Payment Date will be postponed until the third Business Day after the final Trading Day of such five Trading Day period provided that no interest or other amounts will accrue as a result of such postponement.

No fractional shares of our common stock will be delivered to the holders of the Mandatory Convertible Preferred Stock in payment or partial payment of a dividend. We will instead, to the extent we are legally permitted to do so, pay a cash amount (computed to the nearest cent) to each holder that would otherwise be entitled to receive a fraction of a share of our common stock based on the Average Price with respect to such dividend.

To the extent a shelf registration statement is required in our reasonable judgment in connection with the issuance of, or for resales of shares of our common stock issued as payment of a dividend on the shares of Mandatory Convertible Preferred Stock, including dividends paid in connection with a conversion, we will, to the extent a registration statement covering such shares is not currently filed and effective, use our commercially reasonable efforts to file and maintain the effectiveness of such a shelf registration statement until the earlier of

 

A-28


Table of Contents

such time as all such shares of common stock have been resold thereunder and such time as all such shares would be freely tradable without registration by holders thereof that are not (and were not at any time during the preceding three months) “affiliates” of ours for purposes of the Securities Act of 1933, as amended, and the rules and regulations thereunder. To the extent applicable, we will also use our commercially reasonable efforts to have such shares of our common stock approved for listing on the NYSE (or if our common stock is not listed on the NYSE, on the principal other U.S. national or regional securities exchange on which our common stock is then listed), and qualified or registered under applicable state securities laws, if required; provided that we will not be required to qualify as a foreign corporation or to take any action that would subject us to general service of process in any such jurisdiction where we are not presently qualified or where we are not presently subject to taxation as a foreign corporation and such qualification or action would subject us to such taxation.

Notwithstanding the foregoing, in no event will the number of shares of our common stock to be delivered in connection with any declared dividend, including any declared dividend payable in connection with a conversion, exceed a number equal to:

 

   

the declared dividend, divided by

 

   

$         (the “Floor Price”), which amount represents 35% of the Initial Price (as defined below), subject to adjustment in a manner inversely proportional to any anti-dilution adjustment to each Fixed Conversion Rate as set forth below in “—Anti-Dilution Adjustments.”

To the extent that the amount of any declared dividend exceeds the product of (x) the number of shares of our common stock delivered in connection with such declared dividend and (y) 97% of the Average Price, we will, if we are legally able to do so, and to the extent permitted under the terms of the documents governing our indebtedness, notwithstanding any notice by us to the contrary, pay such excess amount in cash (computed to the nearest cent). Any such payment in cash may not be permitted by our then existing debt instruments. To the extent that we are not able to pay such excess amount in cash under applicable law and in compliance with our indebtedness, we will not have any obligation to pay such amount in cash or deliver additional shares of our common stock in respect of such amount, and such amount will not form a part of the cumulative dividends that may be deemed to accumulate on the shares of Mandatory Convertible Preferred Stock.

Dividend Stopper

So long as any share of Mandatory Convertible Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on our common stock or any other class or series of Junior Stock, and no common stock or any other class or series of Junior Stock shall be purchased, redeemed or otherwise acquired for consideration by us or any of our subsidiaries unless, in each case, all accumulated and unpaid dividends for all preceding dividend periods have been declared and paid in full in cash, shares of our common stock or a combination thereof, or a sufficient sum of cash or number of shares of our common stock has been set apart for the payment of such dividends, on all outstanding shares of Mandatory Convertible Preferred Stock. The foregoing limitation shall not apply to: (i) any dividend or distribution payable in shares of common stock or other Junior Stock, together with cash in lieu of any fractional share, (ii) purchases, redemptions or other acquisitions of common stock or other Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business, including, without limitation, (x) purchases to offset the Share Dilution Amount pursuant to a publicly announced repurchase plan, provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount, (y) the forfeiture of unvested shares of restricted stock or share withholdings or other acquisitions or surrender of shares to which the holder may otherwise be entitled upon exercise, delivery or vesting of equity awards (whether in payment of applicable taxes, the exercise price or otherwise), and (z) the payment of cash in lieu of fractional shares; (iii) purchases or deemed purchases or acquisitions of fractional interests in shares of any of our Existing Junior Convertible Preferred Stock, common stock or other Junior Stock pursuant to the conversion or exchange provisions of such shares of Existing Junior Convertible Preferred Stock, other Junior Stock or any securities exchangeable for or convertible into shares of common stock or other Junior Stock;

 

A-29


Table of Contents

(iv) any dividends or distributions of rights or common stock or other Junior Stock in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; (v) purchases of common stock or other Junior Stock pursuant to a contractually binding requirement to buy common stock or other Junior Stock, including under a contractually binding stock repurchase plan, in each case, existing prior to the date of this prospectus; (vi) the acquisition by us or any of our subsidiaries of record ownership in common stock or other Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than us or any of our subsidiaries), including as trustees or custodians, and the payment of cash in lieu of fractional shares and (vii) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation preference) or Junior Stock and the payment of cash in lieu of fractional shares.

The phrase “Share Dilution Amount” means the increase in the number of diluted shares of our common stock outstanding (determined in accordance with accounting principles generally accepted in the United States of America and as measured from the Initial Issue Date) resulting from the grant, vesting or exercise of equity-based compensation to directors, employees and agents and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

When dividends on shares of the Mandatory Convertible Preferred Stock (i) have not been declared and paid in full on any Dividend Payment Date, or (ii) have been declared but a sum of cash or number of shares of our common stock sufficient for payment thereof has not been set aside for the benefit of the holders thereof on the applicable Regular Record Date, no dividends may be declared or paid on any shares of Parity Stock unless dividends are declared on the shares of Mandatory Convertible Preferred Stock such that the respective amounts of such dividends declared on the shares of Mandatory Convertible Preferred Stock and such shares of Parity Stock shall be allocated pro rata among the holders of the shares of Mandatory Convertible Preferred Stock and the holders of any shares of Parity Stock then outstanding. For purposes of calculating the pro rata allocation of partial dividend payments, the Company shall allocate those payments so that the respective amounts of those payments for the declared dividend bear the same ratio to each other as all accumulated dividends and all declared and unpaid dividends per share on the shares of Mandatory Convertible Preferred Stock and such shares of Parity Stock bear to each other (subject to their having been declared by our Board of Directors, or an authorized committee thereof, out of legally available funds); provided, however, that any unpaid dividends on the Mandatory Convertible Preferred Stock will continue to accumulate except as described herein. For purposes of this calculation, with respect to non-cumulative Parity Stock, we will use the full amount of dividends that would be payable for the most recent dividend period if dividends were declared in full on such non-cumulative Parity Stock.

Subject to the foregoing, and not otherwise, such dividends as may be determined by our Board of Directors, or an authorized committee thereof, may be declared and paid (payable in cash, securities or other property) on any securities, including our common stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of the Mandatory Convertible Preferred Stock shall not be entitled to participate in any such dividends.

Redemption

The Mandatory Convertible Preferred Stock will not be redeemable. However, at our option, we may purchase or exchange the Mandatory Convertible Preferred Stock from time to time in the open market, by tender or exchange offer or otherwise, without the consent of, or notice to, holders.

Liquidation Preference

In the event of our voluntary or involuntary liquidation, winding-up or dissolution, each holder of the Mandatory Convertible Preferred Stock will be entitled to receive a Liquidation Preference in the amount of $50.00 per share of the Mandatory Convertible Preferred Stock (the “Liquidation Preference”), plus an amount

 

A-30


Table of Contents

(the “Liquidation Dividend Amount”) equal to accumulated and unpaid dividends on such shares, whether or not declared, to, but excluding, the date fixed for liquidation, winding-up or dissolution to be paid out of our assets legally available for distribution to our stockholders, after satisfaction of debt and other liabilities owed to our creditors and holders of shares of any Senior Stock and before any payment or distribution is made to holders of Junior Stock (including our common stock). If, upon our voluntary or involuntary liquidation, winding-up or dissolution, the amounts payable with respect to (1) the Liquidation Preference plus the Liquidation Dividend Amount on the shares of Mandatory Convertible Preferred Stock and (2) the liquidation preference of, and the amount of accumulated and unpaid dividends (to, but excluding, the date fixed for liquidation, winding-up or dissolution) on, all Parity Stock are not paid in full, the holders of the Mandatory Convertible Preferred Stock and all holders of any such Parity Stock will share equally and ratably in any distribution of our assets in proportion to their respective liquidation preferences and amounts equal to accumulated and unpaid dividends to which they are entitled. After payment to any holder of Mandatory Convertible Preferred Stock of the full amount of the Liquidation Preference and the Liquidation Dividend Amount for such holder’s shares of Mandatory Convertible Preferred Stock, such holder of the Mandatory Convertible Preferred Stock will have no right or claim to any of our remaining assets.

Neither the sale, lease nor exchange of all or substantially all of our assets or business (other than in connection with our liquidation, winding-up or dissolution), nor our merger or consolidation into or with any other person, will be deemed to be our voluntary or involuntary liquidation, winding-up or dissolution.

Our Charter, including the Certificate of Designations for the Mandatory Convertible Preferred Stock, will not contain any provision requiring funds to be set aside to protect the Liquidation Preference of the Mandatory Convertible Preferred Stock even though it is substantially in excess of the par value thereof.

Voting Powers

The holders of the Mandatory Convertible Preferred Stock will not have any voting rights or powers, except as described below and as specifically required by Delaware law or by our Charter from time to time.

Whenever dividends on any shares of the Mandatory Convertible Preferred Stock have not been declared and paid for the equivalent of six or more dividend periods, whether or not for consecutive dividend periods (a “Nonpayment”), the authorized number of directors on our Board of Directors will, at the next annual meeting of stockholders or at a special meeting of stockholders as provided below, automatically be increased by two and the holders of such shares of the Mandatory Convertible Preferred Stock, voting together as a single class with holders of any and all other series of Voting Preferred Stock (as defined below) then outstanding, will be entitled, at our next annual meeting of stockholders or at a special meeting of stockholders, if any, as provided below, to vote for the election of a total of two additional members of our Board of Directors (the “Preferred Stock Directors”); provided, however, that the election of any such Preferred Stock Directors will not cause us to violate the corporate governance requirements of the NYSE (or any other exchange or automated quotation system on which our securities may be listed or quoted) that requires listed or quoted companies to have a majority of independent directors; and provided, further, that our Board of Directors shall, at no time, include more than two Preferred Stock Directors. In the event of a Nonpayment, the holders of record of at least 25% of the shares of the Mandatory Convertible Preferred Stock and any other series of Voting Preferred Stock may request that a special meeting of stockholders be called to elect such Preferred Stock Directors (provided, however, that if our next annual or a special meeting of stockholders is scheduled to be held within 90 days of the receipt of such request, the election of such Preferred Stock Directors, to the extent otherwise permitted by our amended and restated bylaws, will, instead, be included in the agenda for and will be held at such scheduled annual or special meeting of stockholders). The Preferred Stock Directors will stand for reelection annually, at each subsequent annual meeting of the stockholders, so long as the holders of the Mandatory Convertible Preferred Stock continue to have such voting powers.

At any meeting at which the holders of the Mandatory Convertible Preferred Stock are entitled to elect Preferred Stock Directors, the holders of record of a majority in voting power of the then outstanding shares of

 

A-31


Table of Contents

the Mandatory Convertible Preferred Stock and all other series of Voting Preferred Stock, present in person or represented by proxy, will constitute a quorum and the vote of the holders of a majority in voting power of such shares of the Mandatory Convertible Preferred Stock and other Voting Preferred Stock so present or represented by proxy at any such meeting at which there shall be a quorum shall be sufficient to elect the Preferred Stock Directors.

As used in this prospectus, “Voting Preferred Stock” means any other class or series of our preferred stock, other than the Mandatory Convertible Preferred Stock, ranking equally with the Mandatory Convertible Preferred Stock as to dividends and to the distribution of assets upon liquidation, dissolution or winding-up and upon which like voting powers for the election of directors have been conferred and are exercisable. Whether a plurality, majority or other portion in voting power of the Mandatory Convertible Preferred Stock and any other Voting Preferred Stock have been voted in favor of any matter shall be determined by reference to the respective liquidation preference amounts of the Mandatory Convertible Preferred Stock and such other Voting Preferred Stock voted.

If and when all accumulated and unpaid dividends on the Mandatory Convertible Preferred Stock have been paid in full, or declared and a sum or number of shares of our common stock sufficient for such payment shall have been set aside for the benefit of the holders thereof on the applicable Regular Record Date (a “Nonpayment Remedy”), the holders of the Mandatory Convertible Preferred Stock shall immediately and, without any further action by us, be divested of the foregoing voting powers, subject to the revesting of such powers in the event of each subsequent Nonpayment. If such voting powers for the holders of the Mandatory Convertible Preferred Stock and all other holders of Voting Preferred Stock have terminated, each Preferred Stock Director then in office shall automatically be disqualified as a director and shall no longer be a director and the term of office of each Preferred Stock Director so elected will terminate at such time and the authorized number of directors on our Board of Directors shall automatically decrease by two.

Any Preferred Stock Director may be removed at any time, with or without cause, by the holders of record of a majority in voting power of the outstanding shares of the Mandatory Convertible Preferred Stock and any other series of Voting Preferred Stock then outstanding (voting together as a single class) when they have the voting powers described above. In the event that a Nonpayment shall have occurred and there shall not have been a Nonpayment Remedy, any vacancy in the office of a Preferred Stock Director (other than prior to the initial election of Preferred Stock Directors after a Nonpayment) may be filled by the written consent of the Preferred Stock Director remaining in office, except in the event that such vacancy is created as a result of such Preferred Stock Director being removed, or if no Preferred Stock Director remains in office, by a vote of the holders of record of a majority in voting power of the outstanding shares of the Mandatory Convertible Preferred Stock and any other series of Voting Preferred Stock then outstanding (voting together as a single class) when they have the voting powers described above; provided, however, that the election of any such Preferred Stock Directors to fill such vacancy will not cause us to violate the corporate governance requirements of the NYSE (or any other exchange or automated quotation system on which our securities may be listed or quoted) that requires listed or quoted companies to have a majority of independent directors. The Preferred Stock Directors will each be entitled to one vote per director on any matter that comes before our Board of Directors for a vote.

So long as any shares of the Mandatory Convertible Preferred Stock are outstanding, we will not, without the affirmative vote or consent of the holders of record of at least two-thirds in voting power of the outstanding shares of the Mandatory Convertible Preferred Stock and all other series of Voting Preferred Stock at the time outstanding and entitled to vote thereon, voting together as a single class, given in person or by proxy, either in writing without a meeting or by vote at an annual or special meeting of such stockholders:

 

   

amend or alter the provisions of our Charter so as to authorize or create, or increase the authorized number of, any class or series of Senior Stock;

 

   

amend, alter or repeal any provision of our Charter or the Certificate of Designations for the Mandatory Convertible Preferred Stock so as to adversely affect the special rights, preferences or voting powers of the Mandatory Convertible Preferred Stock; or

 

A-32


Table of Contents
   

consummate a binding share exchange or reclassification involving the shares of the Mandatory Convertible Preferred Stock, or a merger or consolidation of us with another entity, unless in each case: (i) the shares of the Mandatory Convertible Preferred Stock remain outstanding following the consummation of such binding share exchange, reclassification, merger or consolidation or, in the case of any such merger or consolidation with respect to which we are not the surviving or resulting entity (or the Mandatory Convertible Preferred Stock is otherwise exchanged or reclassified), are converted or reclassified into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent or the right to receive such securities; and (ii) the shares of the Mandatory Convertible Preferred Stock that remain outstanding or such shares of preference securities, as the case may be, have such rights, preferences and voting powers that, taken as a whole, are not materially less favorable to the holders thereof than the rights, preferences and voting powers, taken as a whole, of the Mandatory Convertible Preferred Stock immediately prior to the consummation of such transaction;

provided, however, that in the event that a transaction would trigger voting powers under both the second and the third bullet point above, the third bullet point will govern; provided, further, however, that (1) any increase in the number of our authorized but unissued shares of our preferred stock, (2) any increase in the number of authorized or issued shares of Mandatory Convertible Preferred Stock or (3) the creation and issuance, or increase in the authorized or issued number, of any class or series of Parity Stock or Junior Stock, will be deemed not to adversely affect (or to otherwise cause to be materially less favorable) the rights, preferences or voting powers of the Mandatory Convertible Preferred Stock and shall not require the affirmative vote or consent of holders of the Mandatory Convertible Preferred Stock. Our Charter and Delaware law permit us, without the approval of any of our stockholders (including any holders of the Mandatory Convertible Preferred Stock), to establish and issue a new series of preferred stock ranking equal with or junior to the Mandatory Convertible Preferred Stock, which may dilute the voting and other interests of holders of the Mandatory Convertible Preferred Stock. See “Description of Capital Stock—Preferred Stock” in the prospectus relating to the Concurrent Offering.

As of March 31, 2019, we had 2,338,155 shares of Existing Senior Preferred Stock issued and outstanding and 1,650,000 shares of Existing Junior Convertible Preferred Stock issued and outstanding. We expect to redeem the Existing Senior Preferred Stock using the net proceeds of both offerings. See “Use of Proceeds.” The Existing Junior Convertible Preferred Stock will automatically convert into shares of common stock upon consummation of the Concurrent Offering on the terms described in the prospectus relating to our Concurrent Offering under “Description of Capital Stock—Preferred Stock—Existing Junior Convertible Preferred Stock.”

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation described above would adversely affect the rights, preferences or voting powers of one or more but not all series of Voting Preferred Stock (including the Mandatory Convertible Preferred Stock for this purpose), then only the series of Voting Preferred Stock, the rights, preferences or voting powers of which are adversely affected and entitled to vote, shall vote as a class in lieu of all other series of Voting Preferred Stock.

Without the consent of the holders of the Mandatory Convertible Preferred Stock, so long as such action does not adversely affect the special rights, preferences or voting powers of the Mandatory Convertible Preferred Stock, and limitations and restrictions thereof, we may amend, alter, supplement or repeal any terms of the Mandatory Convertible Preferred Stock for the following purposes:

 

   

to cure any ambiguity, omission or mistake, or to correct or supplement any provision contained in the Certificate of Designations establishing the terms of the Mandatory Convertible Preferred Stock that may be defective or inconsistent with any other provision contained in such Certificate of Designations;

 

   

to make any provision with respect to matters or questions relating to the Mandatory Convertible Preferred Stock that is not inconsistent with the provisions of our Charter or the Certificate of Designations establishing the terms of the Mandatory Convertible Preferred Stock; or

 

A-33


Table of Contents
   

to make any other change that does not adversely affect the rights of any holder of the Mandatory Convertible Preferred Stock (other than any holder that consents to such change).

In addition, without the consent of the holders of the Mandatory Convertible Preferred Stock, we may amend, alter, supplement or repeal any terms of the Mandatory Convertible Preferred Stock in order to (i) conform the terms thereof to the description of the terms of the Mandatory Convertible Preferred Stock set forth under “Description of Mandatory Convertible Preferred Stock” in this prospectus relating to this offering, as supplemented and/or amended by any related pricing term sheet or (ii) file a certificate of correction with respect to the Certificate of Designations to the extent permitted by Section 103(f) of the Delaware General Corporation Law.

Mandatory Conversion

Each outstanding share of the Mandatory Convertible Preferred Stock, unless previously converted, will automatically convert on the Mandatory Conversion Date (as defined below), into a number of shares of our common stock equal to the Conversion Rate described below.

The “Conversion Rate,” which is the number of shares of our common stock issuable upon conversion of each share of the Mandatory Convertible Preferred Stock on the Mandatory Conversion Date (excluding any shares of our common stock issued in respect of accrued and unpaid dividends, as described below), will be as follows:

 

   

if the Applicable Market Value (as defined below) of our common stock is greater than $         (the “Threshold Appreciation Price”), then the Conversion Rate will be                  shares of our common stock per share of the Mandatory Convertible Preferred Stock (the “Minimum Conversion Rate”), which is approximately equal to $50.00 divided by the Threshold Appreciation Price;

 

   

if the Applicable Market Value of our common stock is less than or equal to the Threshold Appreciation Price but equal to or greater than $         (the “Initial Price”), then the Conversion Rate will be equal to $50.00 divided by the Applicable Market Value of our common stock, rounded to the nearest ten-thousandth of a share; or

 

   

if the Applicable Market Value of our common stock is less than the Initial Price, then the Conversion Rate will be                  shares of our common stock per share of the Mandatory Convertible Preferred Stock (the “Maximum Conversion Rate”).

For the avoidance of doubt, the Conversion Rate per share of the Mandatory Convertible Preferred Stock will in no event exceed the Maximum Conversion Rate, subject to adjustment as described under “—Anti-Dilution Adjustments” below and exclusive of any amounts owing in respect of any Additional Conversion Amount or any accrued and unpaid dividends paid at our election in shares of common stock.

We refer to the Minimum Conversion Rate and the Maximum Conversion Rate collectively as the “Fixed Conversion Rates.” The Fixed Conversion Rates are subject to adjustment as described under “—Anti-Dilution Adjustments” below. The “Threshold Appreciation Price” is calculated by dividing $50.00 by the Minimum Conversion Rate, and represents approximately     % appreciation over the Initial Price. The “Initial Price” is calculated by dividing $50.00 by the Maximum Conversion Rate and initially equals $    .

If we declare a dividend on the Mandatory Convertible Preferred Stock for the dividend period ending on, but excluding, May 15, 2022, we will pay such dividend to the holders of record as of the immediately preceding Regular Record Date, as described above under “—Dividends.” If, on or prior to May 15, 2022 we have not declared all or any portion of the accumulated and unpaid dividends on the Mandatory Convertible Preferred Stock, the Conversion Rate will be adjusted so that holders receive an additional number of shares of our common stock equal to:

 

   

the amount of such undeclared, accumulated and unpaid dividends per share of Mandatory Convertible Preferred Stock (the “Additional Conversion Amount”), divided by

 

A-34


Table of Contents
   

the greater of (x) the Floor Price and (y) 97% of the Average Price (calculated using May 15, 2022 as the applicable Dividend Payment Date).

To the extent that the Additional Conversion Amount exceeds the product of such number of additional shares and 97% of the Average Price, we will, if we are legally able to do so, and to the extent permitted under the terms of the documents governing our indebtedness, declare and pay such excess amount in cash (computed to the nearest cent) pro rata per share to the holders of the Mandatory Convertible Preferred Stock. Any such payment in cash may not be permitted by our then existing debt instruments. To the extent that we are not able to pay such excess amount in cash under applicable law and in compliance with our indebtedness, we will not have any obligation to pay such amount in cash or deliver additional shares of our common stock in respect of such amount, and such amount will not form a part of the cumulative dividends that may be deemed to accumulate on the shares of Mandatory Convertible Preferred Stock.

Hypothetical Conversion Values Upon Mandatory Conversion

For illustrative purposes only, the following table shows the number of shares of our common stock that a holder of the Mandatory Convertible Preferred Stock would receive upon mandatory conversion of one share of the Mandatory Convertible Preferred Stock at various Applicable Market Values for our common stock. The table assumes that there will be no conversion adjustments as described above for any Additional Conversion Amount or as described below in “—Anti-Dilution Adjustments” and that dividends on the Mandatory Convertible Preferred Stock will be declared and paid in cash (and not in additional shares of our common stock). The actual Applicable Market Value of our common stock may differ from those set forth in the table below. Given an Initial Price of $         and a Threshold Appreciation Price of $        , a holder of the Mandatory Convertible Preferred Stock would receive on the Mandatory Conversion Date the number of shares of our common stock per share of the Mandatory Convertible Preferred Stock set forth below, subject to the provisions described below with respect to any fractional share of our common stock:

 

Assumed Applicable Market Value of

our common stock

   Number of shares of our common
stock to be received upon
mandatory conversion
     Assumed conversion value
(calculated as Applicable

Market Value multiplied
by the number of shares of our
common stock to be received upon
mandatory conversion)

$                                 

      $                    

$

      $                    

$

      $                    

$

      $                    

$

      $                    

$

      $                    

$

      $                    

$

      $                    

$

      $                    

$

      $                    

Accordingly, assuming that the market price of our common stock on the Mandatory Conversion Date is the same as the Applicable Market Value of our common stock, the aggregate market value of our common stock you receive upon mandatory conversion of a share of Mandatory Convertible Preferred Stock (excluding any shares of our common stock you receive in respect of accrued and unpaid dividends) will be:

 

   

greater than the $50.00 liquidation preference of the share of Mandatory Convertible Preferred Stock, if the Applicable Market Value is greater than the Threshold Appreciation Price;

 

   

equal to the $50.00 liquidation preference of the share of Mandatory Convertible Preferred Stock, if the Applicable Market Value is less than or equal to the Threshold Appreciation Price and greater than or equal to the Initial Price; and

 

A-35


Table of Contents
   

less than the $50.00 liquidation preference of the share of Mandatory Convertible Preferred Stock, if the Applicable Market Value is less than the Initial Price.

Certain Definitions

“Applicable Market Value” means the Average VWAP per share of our common stock over the Settlement Period (as defined below).

“Close of Business” means 5:00 p.m., New York City time.

“Mandatory Conversion Date” means the second Business Day immediately following the last Trading Day of the Settlement Period. The Mandatory Conversion Date is expected to be May 15, 2022. If the Mandatory Conversion Date occurs after May 15, 2022 (whether because a Scheduled Trading Day during the Settlement Period is not a Trading Day due to the occurrence of a Market Disruption Event (as defined below) or otherwise), no interest or other amounts will accrue as a result of such postponement.

“Market Disruption Event” means:

 

   

a failure by the Relevant Stock Exchange to open for trading during its regular trading session; or

 

   

the occurrence or existence, prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for our common stock, for more than a one half-hour period in the aggregate during regular trading hours, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the Relevant Stock Exchange or otherwise) in our common stock.

“Open of Business” means 9:00 a.m., New York City time.

“Relevant Stock Exchange” means the NYSE or, if our common stock is not then listed on the NYSE, on the principal other U.S. national or regional securities exchange on which our common stock is then listed or, if our common stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which our common stock is then listed or admitted for trading.

A “Trading Day” means a day on which:

 

   

there is no Market Disruption Event; and

 

   

trading in our common stock generally occurs on the Relevant Stock Exchange;

provided, however, that if our common stock is not listed or admitted for trading, “Trading Day” means any Business Day.

A “Scheduled Trading Day” is any day that is scheduled to be a Trading Day.

“Settlement Period” means the 20 consecutive Trading Day period beginning on, and including, the 21st Scheduled Trading Day immediately preceding May 15, 2022.

“VWAP” per share of our common stock on any Trading Day means the per share volume-weighted average price as displayed on Bloomberg page “AVTR <EQUITY> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or, if such volume weighted average price is not available, the market value per share of our common stock on such Trading Day as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by us for this purpose, which may include any of the underwriters for this offering). The “Average VWAP” per share over a certain period means the arithmetic average of the VWAP per share for each Trading Day in the relevant period.

 

A-36


Table of Contents

Early Conversion at the Option of the Holder

Other than during a Fundamental Change Conversion Period (as defined below under “—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount”), holders of the Mandatory Convertible Preferred Stock will have the option to convert their Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of the Mandatory Convertible Preferred Stock), at any time prior to May 15, 2022 (an “Early Conversion”), into shares of our common stock at the Minimum Conversion Rate of                  shares of our common stock per share of the Mandatory Convertible Preferred Stock, subject to adjustment as described under “—Anti-Dilution Adjustments” below.

If, as of the Conversion Date (as defined below) of any Early Conversion (the “Early Conversion Date”), we have not declared all or any portion of the accumulated and unpaid dividends for all full dividend periods ending on a Dividend Payment Date prior to such Early Conversion Date, the conversion rate for such Early Conversion will be adjusted so that holders converting their Mandatory Convertible Preferred Stock at such time receive an additional number of shares of our common stock equal to:

 

   

such amount of undeclared, accumulated and unpaid dividends per share of Mandatory Convertible Preferred Stock for such prior full dividend periods (the “Early Conversion Additional Amount”), divided by

 

   

the greater of (x) the Floor Price and (y) the Average VWAP per share of our common stock over the 20 consecutive Trading Day period (the “Early Conversion Settlement Period”) commencing on, and including, the 21st Scheduled Trading Day immediately preceding the Early Conversion Date (such Average VWAP, the “Early Conversion Average Price”).

To the extent that the Early Conversion Additional Amount exceeds the product of such number of additional shares and the Early Conversion Average Price, we will not have any obligation to pay the shortfall in cash or deliver shares of our common stock in respect of such shortfall.

Except as described above, upon any Early Conversion of any Mandatory Convertible Preferred Stock, we will make no payment or allowance for unpaid dividends on such shares of the Mandatory Convertible Preferred Stock, unless such Early Conversion Date occurs after the Regular Record Date for a declared dividend and on or prior to the immediately succeeding Dividend Payment Date, in which case such dividend will be paid on such Dividend Payment Date to the holder of record of the converted shares of the Mandatory Convertible Preferred Stock as of such Regular Record Date, as described in the section above entitled “—Dividends.”

Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount

General

If a “Fundamental Change” (as defined below) occurs on or prior to May 15, 2022, holders of the Mandatory Convertible Preferred Stock will have the right during the Fundamental Change Conversion Period (as defined below) to:

 

  (i)

convert their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of the Mandatory Convertible Preferred Stock), into a number of shares of our common stock (or Units of Exchange Property as described below) at the conversion rate specified in the table below (the “Fundamental Change Conversion Rate”);

 

  (ii)

with respect to such converted shares, receive a Fundamental Change Dividend Make-Whole Amount (as defined below) payable in cash or shares of our common stock; and

 

  (iii)

with respect to such converted shares, receive the Accumulated Dividend Amount (as defined below) payable in cash or shares of our common stock,

 

A-37


Table of Contents

subject, in the case of clauses (ii) and (iii), to certain limitations with respect to the number of shares of our common stock that we will be required to deliver, all as described below. Notwithstanding clauses (ii) and (iii) above, if the Regular Record Date for a dividend period for which we have, as of the Fundamental Change Effective Date, declared a dividend occurs before or during the related Fundamental Change Conversion Period, then we will pay such dividend on the relevant Dividend Payment Date to the holders of record on such Regular Record Date, as described in “—Dividends,” and the Accumulated Dividend Amount will not include the amount of such dividend, and the Fundamental Change Dividend Make-Whole Amount will not include the present value of the payment of such dividend.

To exercise this right, holders must submit their shares of Mandatory Convertible Preferred Stock for conversion at any time during the period (the “Fundamental Change Conversion Period”) beginning on, and including, the Fundamental Change Effective Date and ending at the Close of Business on, and including, the date that is 20 calendar days after the Fundamental Change Effective Date (but, in no event later than May 15, 2022). A Conversion Date occurring during such Fundamental Change Conversion Period is referred to herein as a “Fundamental Change Conversion Date.” Holders who do not submit their shares for conversion during the Fundamental Change Conversion Period will not be entitled to convert their Mandatory Convertible Preferred Stock at the relevant Fundamental Change Conversion Rate or to receive the relevant Fundamental Change Dividend Make-Whole Amount or the Accumulated Dividend Amount.

We will notify holders of the Fundamental Change Effective Date no later than the second Business Day immediately following such Fundamental Change Effective Date. If we notify holders of a Fundamental Change later than the second Business Day following the Fundamental Change Effective Date, the Fundamental Change Conversion Period will be extended by a number of days equal to the number of days from, and including, such Fundamental Change Effective Date to, but excluding, the date of the notice; provided, however, that the Fundamental Change Conversion Period will not be extended beyond May 15, 2022.

A “Fundamental Change” will be deemed to have occurred, at any time after the Initial Issue Date of the Mandatory Convertible Preferred Stock, if any of the following occurs:

(i) the consummation of (A) any recapitalization, reclassification or change of our common stock (other than changes resulting from a subdivision or combination or change in par value) as a result of which our common stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or a combination thereof); (B) any consolidation, merger or other combination of us or binding share exchange pursuant to which our common stock will be converted into, or exchanged for, stock, other securities or other property or assets (including cash or a combination thereof); or (C) any sale, lease or other transfer or disposition in one transaction or a series of transactions of all or substantially all of the consolidated assets of ours and our subsidiaries taken as a whole, to any person other than one or more of our wholly-owned subsidiaries;

(ii) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), whether or not applicable), other than us, any of our wholly-owned subsidiaries, a Permitted Holder or any of our or our wholly-owned subsidiaries’ employee benefit plans (or any person or entity acting solely in its capacity as trustee, agent or other fiduciary or administrator of any such plan), filing a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power in the aggregate of all classes of capital stock then outstanding entitled to vote generally in elections of our directors; or

(iii) our common stock (or other Exchange Property) ceases to be listed or quoted for trading on the NYSE, the NASDAQ Global Select Market or the NASDAQ Global Market (or another U.S. national securities exchange or any of their respective successors).

 

A-38


Table of Contents

“Permitted Holder” means each of New Mountain Capital, LLC and its affiliates (including the funds, partnerships or other co-investment vehicles managed, advised or controlled thereby but other than, in each case, any portfolio company); provided that no such investor shall constitute a Permitted Holder if all such investors, collectively, have, directly or indirectly, beneficial ownership of more than 6623% of the total voting power in the aggregate of all classes of capital stock then outstanding entitled to vote generally in elections of our directors.

However, a transaction or transactions described in clause (i) or clause (ii) above will not constitute a Fundamental Change if at least 90% of the consideration received or to be received by our common stockholders, excluding cash payments for fractional shares or pursuant to statutory appraisal rights, in connection with such transaction or transactions consists of shares of common stock that are listed or quoted on any of the NYSE, the NASDAQ Global Select Market or the NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions such consideration (excluding cash payments for fractional shares or pursuant to statutory appraisal rights) becomes the Exchange Property.

Fundamental Change Conversion Rate

The Fundamental Change Conversion Rate will be determined by reference to the table below and is based on the effective date of such Fundamental Change (the “Fundamental Change Effective Date”) and the price (the “Fundamental Change Stock Price”) paid or deemed paid per share of our common stock in such Fundamental Change. If the holders of our common stock receive only cash in such Fundamental Change, the Fundamental Change Stock Price shall be the cash amount paid per share of common stock. Otherwise, the Fundamental Change Stock Price shall be the Average VWAP per share of our common stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Fundamental Change Effective Date.

The Fundamental Change Stock Prices set forth in the first row of the table below (i.e., the column headers) will be adjusted as of any date on which the Fixed Conversion Rates of the Mandatory Convertible Preferred Stock are adjusted. The adjusted Fundamental Change Stock Prices will equal (i) the Fundamental Change Stock Prices applicable immediately prior to such adjustment, multiplied by (ii) a fraction, the numerator of which is the Minimum Conversion Rate immediately prior to the adjustment giving rise to the Fundamental Change Stock Price adjustment and the denominator of which is the Minimum Conversion Rate as so adjusted. Each of the Fundamental Change Conversion Rates in the table below will be subject to adjustment in the same manner and at the same time as each Fixed Conversion Rate as set forth in “—Anti-Dilution Adjustments.”

The following table sets forth the Fundamental Change Conversion Rate per share of the Mandatory Convertible Preferred Stock for each Fundamental Change Stock Price and Fundamental Change Effective Date set forth below.

 

Fundamental Change Stock Price

 
    $                 $                 $                 $                 $                 $                 $                 $                 $              

Fundamental Change Effective Date

 

               

            , 2019

                 

May 15, 2020

                 

May 15, 2021

                 

May 15, 2022

                 

The exact Fundamental Change Stock Price and Fundamental Change Effective Date may not be set forth in the table, in which case:

 

   

if the Fundamental Change Stock Price is between two Fundamental Change Stock Price amounts in the table or the Fundamental Change Effective Date is between two Fundamental Change Effective

 

A-39


Table of Contents
 

Dates in the table, the Fundamental Change Conversion Rate will be determined by a straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Fundamental Change Stock Price amounts and the earlier and later Fundamental Change Effective Dates, as applicable, based on a 365- or 366-day year, as applicable;

 

   

if the Fundamental Change Stock Price is in excess of $         per share (subject to adjustment in the same manner as the Fundamental Change Stock Prices set forth in the first row of the table above), then the Fundamental Change Conversion Rate will be the Minimum Conversion Rate; and

 

   

if the Fundamental Change Stock Price is less than $         per share (subject to adjustment in the same manner as the Fundamental Change Stock Prices set forth in the first row of the table above), then the Fundamental Change Conversion Rate will be the Maximum Conversion Rate.

Fundamental Change Dividend Make-Whole Amount and Accumulated Dividend Amount

For any shares of the Mandatory Convertible Preferred Stock that are converted during the Fundamental Change Conversion Period, in addition to the common stock issued upon conversion at the Fundamental Change Conversion Rate, we will, at our option (subject to satisfaction of the requirements described below):

 

  (a)

pay in cash (computed to the nearest cent), to the extent we are legally permitted to do so and to the extent permitted under the terms of the documents governing our indebtedness, an amount equal to the present value, calculated using a discount rate of     % per annum, of all dividend payments (excluding any Accumulated Dividend Amount, and subject to the second sentence under “—General” above) on the Mandatory Convertible Preferred Stock for (i) the partial dividend period, if any, from, and including, the Fundamental Change Effective Date to, but excluding, the next Dividend Payment Date and (ii) all remaining full dividend periods from, and including, the Dividend Payment Date following the Fundamental Change Effective Date to, but excluding, the Mandatory Conversion Date (the “Fundamental Change Dividend Make-Whole Amount”);

 

  (b)

increase the number of shares of our common stock (or Units of Exchange Property) to be issued upon conversion by a number equal to (i) the Fundamental Change Dividend Make-Whole Amount divided by (ii) the greater of (x) the Floor Price and (y) 97% of the Fundamental Change Stock Price; or

 

  (c)

pay the Fundamental Change Dividend Make-Whole Amount through any combination of cash and shares of our common stock (or Units of Exchange Property) in accordance with the provisions of clauses (a) and (b) above.

As used herein, the term “Accumulated Dividend Amount” means, with respect to any Fundamental Change, the aggregate amount of undeclared, accumulated and unpaid dividends, if any, for dividend periods prior to the relevant Fundamental Change Effective Date, including (but subject to the second sentence under “—General” above) for the partial dividend period, if any, from, and including, the Dividend Payment Date immediately preceding such Fundamental Change Effective Date to, but excluding, such Fundamental Change Effective Date. For the avoidance of doubt, if the Regular Record Date for a dividend period for which we have, as of the Fundamental Change Effective Date, declared a dividend occurs before or during the related Fundamental Change Conversion Period, then we will pay such dividend on the relevant Dividend Payment Date to the holders of record at the Close of Business on such Regular Record Date, as described in “—Dividends,” and the Accumulated Dividend Amount will not include the amount of such dividend, and the Fundamental Change Dividend Make-Whole Amount will not include the present value of such dividend.

The Accumulated Dividend Amount will be payable at our option (subject to satisfaction of the requirements described below):

 

   

in cash (computed to the nearest cent), to the extent we are legally permitted to do so and to the extent permitted under the terms of the documents governing our indebtedness;

 

A-40


Table of Contents
   

in an additional number of shares of our common stock (or Units of Exchange Property) equal to (i) the Accumulated Dividend Amount divided by (ii) the greater of (x) the Floor Price and (y) 97% of the Fundamental Change Stock Price; or

 

   

through a combination of cash and shares of our common stock (or Units of Exchange Property) in accordance with the provisions of the preceding two bullets.

We will pay the Fundamental Change Dividend Make-Whole Amount and the Accumulated Dividend Amount in cash, except to the extent we elect on or prior to the second Business Day following the Fundamental Change Effective Date to make all or any portion of such payments in shares of our common stock (or Units of Exchange Property).

In addition, if we elect to deliver common stock (or Units of Exchange Property) in respect of all or any portion of the Fundamental Change Dividend Make-Whole Amount or the Accumulated Dividend Amount, to the extent that the Fundamental Change Dividend Make-Whole Amount or the Accumulated Dividend Amount or the dollar amount of any portion thereof paid in common stock (or Units of Exchange Property) exceeds the product of (x) the number of additional shares we deliver in respect thereof and (y) 97% of the Fundamental Change Stock Price, we will, if we are legally able to do so, and to the extent permitted under the terms of the documents governing our indebtedness, pay such excess amount in cash (computed to the nearest cent). Any such payment in cash may not be permitted by our then existing debt instruments, including any restricted payments covenants. To the extent that we are not able to pay such excess amount in cash under applicable law and in compliance with our indebtedness, we will not have any obligation to pay such amount in cash or deliver additional shares of our common stock in respect of such amount.

However, if we are prohibited from paying or delivering, as the case may be, the Fundamental Change Dividend Make-Whole Amount (whether in cash or in shares of our common stock), in whole or in part, due to limitations of applicable Delaware law, then the Fundamental Change Conversion Rate will instead be increased by a number of shares of common stock equal to the cash amount of the aggregate unpaid and undelivered Fundamental Change Dividend Make-Whole Amount, divided by the greater of (i) the Floor Price and (ii) 97% of the Fundamental Change Stock Price. To the extent that the cash amount of the aggregate unpaid and undelivered Fundamental Change Dividend Make-Whole Amount exceeds the product of such number of additional shares and 97% of the Fundamental Change Stock Price, we will not have any obligation to pay the shortfall in cash or deliver additional shares of our common stock in respect of such amount.

No fractional shares of our common stock (or to the extent applicable, Units of Exchange Property) will be delivered to converting holders of the Mandatory Convertible Preferred Stock in respect of the Fundamental Change Dividend Make-Whole Amount or the Accumulated Dividend Amount. We will instead pay a cash amount (computed to the nearest cent) to each converting holder that would otherwise be entitled to receive a fraction of a share of our common stock (or to the extent applicable, Units of Exchange Property) based on the Average VWAP per share of our common stock (or to the extent applicable, Units of Exchange Property) over the five consecutive Trading Day period beginning on, and including, the seventh Scheduled Trading Day immediately preceding the Fundamental Change Conversion Date.

Not later than the second Business Day following the Fundamental Change Effective Date, we will notify holders of:

 

   

the Fundamental Change Conversion Rate (if we provide notice to holders prior to the anticipated Fundamental Change Effective Date, specifying how the Fundamental Change Conversion Rate will be determined);

 

   

the Fundamental Change Dividend Make-Whole Amount and whether we will pay such amount in cash, shares of our common stock (or to the extent applicable, Units of Exchange Property) or a combination thereof, specifying the combination, if applicable; and

 

A-41


Table of Contents
   

the Accumulated Dividend Amount as of the Fundamental Change Effective Date and whether we will pay such amount in cash, shares of our common stock (or to the extent applicable, Units of Exchange Property) or a combination thereof, specifying the combination, if applicable.

Our obligation to deliver shares at the Fundamental Change Conversion Rate in connection with a Fundamental Change and pay the Fundamental Change Dividend Make-Whole Amount (whether in cash, our common stock or any combination thereof) could be considered a penalty under state law, in which case the enforceability thereof would be subject to general principles of reasonableness of economic remedies and therefore may not be enforceable in whole or in part.

Conversion Procedures

Upon Mandatory Conversion

Any outstanding shares of Mandatory Convertible Preferred Stock will mandatorily and automatically convert into shares of common stock on the Mandatory Conversion Date. You will not be required to pay any transfer or similar taxes or duties relating to the issuance or delivery of our common stock if you exercise your conversion rights, but you will be required to pay any tax or duty that may be payable relating to any transfer involved in the issuance or delivery of the common stock in a name other than your own.

A certificate representing the shares of common stock issuable upon conversion will be issued and delivered to the converting holder, or, if the Mandatory Convertible Preferred Stock being converted is in global form, the shares of common stock issuable upon conversion shall be delivered to the converting holder through the facilities of DTC, in each case together with delivery by us to the converting holder of any cash to which the converting holder is entitled, only after all applicable taxes and duties, if any, payable by you have been paid in full, and such shares and cash will be delivered on the later of (i) the Mandatory Conversion Date and (ii) the Business Day after you have paid in full all applicable taxes and duties, if any.

The person or persons entitled to receive the shares of our common stock issuable upon mandatory conversion of the Mandatory Convertible Preferred Stock will be treated as the record holder(s) of such shares as of the Close of Business on the Mandatory Conversion Date. Prior to the Close of Business on the Mandatory Conversion Date, the common stock issuable upon conversion of the Mandatory Convertible Preferred Stock on the Mandatory Conversion Date will not be deemed to be outstanding for any purpose and you will have no rights, powers or preferences with respect to such common stock, including voting powers, rights to respond to tender offers and rights to receive any dividends or other distributions on the common stock, by virtue of holding the Mandatory Convertible Preferred Stock.

Upon Early Conversion or Upon Early Fundamental Change Conversion

If you elect to convert the Mandatory Convertible Preferred Stock prior to the Mandatory Conversion Date, in the manner described in “—Early Conversion at the Option of the Holder” or “—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount” (an “Early Fundamental Change Conversion”), you must observe the following conversion procedures:

 

   

If shares of the Mandatory Convertible Preferred Stock are in global form, to convert the Mandatory Convertible Preferred Stock you must deliver to DTC the appropriate instruction form for conversion pursuant to DTC’s conversion program.

 

   

If shares of the Mandatory Convertible Preferred Stock are held in certificated form, you must comply with certain procedures set forth in the Certificate of Designations for the Mandatory Convertible Preferred Stock.

In either case, if required, you must pay all transfer or similar taxes or duties, if any.

 

A-42


Table of Contents

The “Conversion Date” will be the date on which you have satisfied the foregoing requirements with respect to an Early Conversion or an Early Fundamental Change Conversion.

You will not be required to pay any transfer or similar taxes or duties relating to the issuance or delivery of our common stock if you exercise your conversion rights, but you will be required to pay any tax or duty that may be payable relating to any transfer involved in the issuance or delivery of the common stock in a name other than your own.

A certificate representing shares of common stock issuable upon conversion will be issued and delivered to the converting holder, or, if the Mandatory Convertible Preferred Stock being converted is in global form, the shares of common stock issuable upon conversion shall be delivered through the facilities of DTC, in each case together with delivery by us to the converting holder of any cash to which the converting holder is entitled, only after all applicable taxes and duties, if any, payable by you have been paid in full, and such shares and cash will be delivered on the latest of (i) the second Business Day immediately succeeding the Conversion Date, (ii) if applicable, the second Business Day immediately succeeding the last day of the Early Conversion Settlement Period and (iii) the Business Day after you have paid in full all applicable taxes and duties, if any.

The person or persons entitled to receive the shares of common stock issuable upon conversion of the Mandatory Convertible Preferred Stock will be treated as the record holder(s) of such shares as of the Close of Business on the applicable Conversion Date. Prior to the Close of Business on the applicable Conversion Date, the shares of common stock issuable upon conversion of any shares of the Mandatory Convertible Preferred Stock will not be deemed to be outstanding for any purpose, and you will have no rights, powers or preferences with respect to such common stock, including voting powers, rights to respond to tender offers for the common stock and rights to receive any dividends or other distributions on the common stock, by virtue of holding the Mandatory Convertible Preferred Stock.

Fractional Shares

No fractional shares of our common stock will be issued to holders of the Mandatory Convertible Preferred Stock upon conversion. In lieu of any fractional shares of our common stock otherwise issuable in respect of the aggregate number of shares of the Mandatory Convertible Preferred Stock of any holder that are converted, that holder will be entitled to receive an amount in cash (computed to the nearest cent) equal to the product of: (i) that same fraction; and (ii) the Average VWAP of our common stock over the five consecutive Trading Day period beginning on, and including, the seventh Scheduled Trading Day immediately preceding the applicable Conversion Date.

Subject to any applicable rules and procedures of DTC, if more than one share of the Mandatory Convertible Preferred Stock is surrendered for conversion at one time by or for the same holder, the number of full shares of our common stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of the Mandatory Convertible Preferred Stock so surrendered.

Anti-Dilution Adjustments

Each Fixed Conversion Rate will be adjusted as described below, except that we will not make any adjustments to the Fixed Conversion Rates if holders of the Mandatory Convertible Preferred Stock participate (other than in the case of a share split or share combination), at the same time and upon the same terms as holders of our common stock and solely as a result of holding the Mandatory Convertible Preferred Stock, in any of the transactions described below without having to convert their Mandatory Convertible Preferred Stock as if they held a number of shares of common stock equal to (i) the Maximum Conversion Rate as of the record date for such transaction, multiplied by (ii) the number of shares of Mandatory Convertible Preferred Stock held by such holder.

 

A-43


Table of Contents
(1)

If we exclusively issue shares of our common stock as a dividend or distribution on shares of our common stock, or if we effect a share split or share combination, each Fixed Conversion Rate will be adjusted based on the following formula:

 

CR1   =    CR0    ×  

      OS1       

                OS0       

where,

 

CR0 =    such Fixed Conversion Rate in effect immediately prior to the Close of Business on the record date (as defined below) of such dividend or distribution, or immediately prior to the Open of Business on the effective date of such share split or share combination, as applicable;
CR1 =    such Fixed Conversion Rate in effect immediately after the Close of Business on such record date or immediately after the Open of Business on such effective date, as applicable;
OS0 =    the number of shares of our common stock outstanding immediately prior to the Close of Business on such record date or immediately prior to the Open of Business on such effective date, as applicable, before giving effect to such dividend, distribution, share split or share combination; and
OS1 =    the number of shares of our common stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

Any adjustment made under this clause (1) shall become effective immediately after the Close of Business on the record date for such dividend or distribution, or immediately after the Open of Business on the effective date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this clause (1) is declared but not so paid or made, each Fixed Conversion Rate shall be immediately readjusted, effective as of the date our Board of Directors or a committee thereof determines not to pay such dividend or distribution, to such Fixed Conversion Rate that would then be in effect if such dividend or distribution had not been declared. For the purposes of this clause (1), the number of shares of our common stock outstanding immediately prior to the Close of Business on the record date and the number of shares of our common stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination shall, in each case, not include shares that we hold in treasury. We will not pay any dividend or make any distribution on shares of our common stock that we hold in treasury.

“Effective date” as used in this clause (1) means the first date on which the shares of our common stock trade on the Relevant Stock Exchange, regular way, reflecting the relevant share split or share combination, as applicable.

“Record date” means, with respect to any dividend, distribution or other transaction or event in which the holders of our common stock (or other applicable security) have the right to receive any cash, securities or other property or in which our common stock (or such other security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of our common stock (or such other security) entitled to receive such cash, securities or other property (whether such date is fixed by our Board of Directors or a duly authorized committee thereof, statute, contract or otherwise).

 

(2)

If we issue to all or substantially all holders of our common stock any rights, options or warrants entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of our common stock at a price per share that is less than the Average VWAP per share of our common stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, each Fixed Conversion Rate will be increased based on the following formula:

 

CR1   =    CR0    ×  

      OS0 + X      

                OS0 + Y      

 

A-44


Table of Contents

where,

 

CR0 =    such Fixed Conversion Rate in effect immediately prior to the Close of Business on the record date for such issuance;
CR1 =    such Fixed Conversion Rate in effect immediately after the Close of Business on such record date;
OS0 =    the number of shares of our common stock outstanding immediately prior to the Close of Business on such record date;
X =    the total number of shares of our common stock issuable pursuant to such rights, options or warrants; and
Y =    the number of shares of our common stock equal to (i) the aggregate price payable to exercise such rights, options or warrants, divided by (ii) the Average VWAP per share of our common stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.

Any increase made under this clause (2) will be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the Close of Business on the record date for such issuance. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of common stock are not delivered after the exercise of such rights, options or warrants, each Fixed Conversion Rate shall be decreased to such Fixed Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of common stock actually delivered, if any. If such rights, options or warrants are not so issued, each Fixed Conversion Rate shall be immediately readjusted, effective as of the date our Board of Directors or a committee thereof determines not to pay such dividend or distribution, to such Fixed Conversion Rate that would then be in effect if such record date for such issuance had not occurred.

For the purpose of this clause (2), in determining whether any rights, options or warrants entitle the holders of our common stock to subscribe for or purchase shares of our common stock at less than such Average VWAP per share for the 10 consecutive trading day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, and in determining the aggregate offering price of such shares of our common stock, there shall be taken into account any consideration received by us for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by our Board of Directors or a committee thereof.

 

(3)

If we distribute shares of our capital stock, evidences of our indebtedness, other assets or property of ours or rights, options or warrants to acquire our capital stock or other securities, to all or substantially all holders of our common stock, excluding:

 

   

dividends, distributions or issuances as to which the provisions set forth in clause (1) or (2) shall apply;

 

   

dividends or distributions paid exclusively in cash as to which the provisions set forth in clause (4) below shall apply;

 

   

any dividends and distributions upon conversion of, or in exchange for, our common stock in connection with a recapitalization, reclassification, change, consolidation, merger or other combination, share exchange, or sale, lease or other transfer or disposition resulting in the change in the conversion consideration as described below under “—Recapitalizations, Reclassifications and Changes of Our Common Stock”;

 

   

except as otherwise described below, rights issued pursuant to a shareholder rights plan adopted by us; and

 

   

spin-offs as to which the provisions set forth below in this clause (3) shall apply;

 

A-45


Table of Contents

then each Fixed Conversion Rate will be increased based on the following formula:

 

CR1   =    CR0    ×  

        SP0         

             SP0 – FMV

where,

 

CR0 =    such Fixed Conversion Rate in effect immediately prior to the Close of Business on the record date for such distribution;
CR1 =    such Fixed Conversion Rate in effect immediately after the Close of Business on such record date;
SP0 =    the Average VWAP per share of our common stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-date (as defined below) for such distribution; and
FMV =    the fair market value (as determined by our Board of Directors or a committee thereof in good faith) of the shares of capital stock, evidences of indebtedness, assets, property, rights, options or warrants so distributed, expressed as an amount per share of our common stock on the ex-date for such distribution.

“Ex-date” means the first date on which the shares of our common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from us or, if applicable, from the seller of our common stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

Any increase made under the portion of this clause (3) above will become effective immediately after the Close of Business on the record date for such distribution. If such distribution is not so paid or made, each Fixed Conversion Rate shall be immediately readjusted, effective as of the date our Board of Directors or a committee thereof determines not to pay such dividend or distribution, to be such Fixed Conversion Rate that would then be in effect if such distribution had not been declared.

Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), or if the difference is less than $1.00, in lieu of the foregoing increase, each holder shall receive, in respect of each share of Mandatory Convertible Preferred Stock, at the same time and upon the same terms as holders of our common stock, the amount and kind of our capital stock, evidences of our indebtedness, other assets or property of ours or rights, options or warrants to acquire our capital stock or other securities that such holder would have received if such holder owned a number of shares of common stock equal to the Maximum Conversion Rate in effect on the record date for the distribution.

If we issue rights, options or warrants that are only exercisable upon the occurrence of certain triggering events, then:

 

   

we will not adjust the Fixed Conversion Rates pursuant to the foregoing in this clause (3) until the earliest of these triggering events occurs; and

 

   

we will readjust the Fixed Conversion Rates to the extent any of these rights, options or warrants are not exercised before they expire or are terminated without exercise by any holder thereof; provided that the rights, options or warrants trade together with our common stock and will be issued in respect of future issuances of the shares of our common stock.

With respect to an adjustment pursuant to this clause (3) where there has been a payment of a dividend or other distribution on our common stock of shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit, that are, or, when issued, will be, listed or admitted for

 

A-46


Table of Contents

trading on a U.S. national securities exchange, which we refer to as a “spin-off,” each Fixed Conversion Rate will be increased based on the following formula:

 

CR1   =    CR0    ×  

FMV0 + MP0

 

                  MP0         

where,

 

CR0 =    such Fixed Conversion Rate in effect immediately prior to the Close of Business on the last Trading Day of the 10 consecutive Trading Day period commencing on, and including, the ex-date for the spin-off (the “valuation period”);
CR1 =    such Fixed Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the valuation period;
FMV0 =    the Average VWAP per share of the capital stock or similar equity interest distributed to holders of our common stock applicable to one share of our common stock over the valuation period; and
MP0 =    the Average VWAP per share of our common stock over the valuation period.

The increase to each Fixed Conversion Rate under the preceding paragraph will become effective at the Close of Business on the last Trading Day of the valuation period. Notwithstanding the foregoing, if any date for determining the number of shares of our common stock issuable to a holder occurs during the valuation period, the reference to “10” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed between the beginning of the valuation period and such determination date for purposes of determining such Fixed Conversion Rate. If such dividend or distribution is not so paid, each Fixed Conversion Rate shall be decreased, effective as of the date our Board of Directors or a committee thereof determines not to make or pay such dividend or distribution, to be such Fixed Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

 

(4)

If any cash dividend or distribution is made to all or substantially all holders of our common stock, each Fixed Conversion Rate will be adjusted based on the following formula:

 

CR1   =    CR0    ×  

        SP         

               SP0 – C

where,

 

CR0 =    such Fixed Conversion Rate in effect immediately prior to the Close of Business on the record date for such dividend or distribution;
CR1 =    such Fixed Conversion Rate in effect immediately after the Close of Business on the record date for such dividend or distribution;
SP0 =    the Average VWAP per share of our common stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-date for such distribution; and
C =    the amount in cash per share we distribute to all or substantially all holders of our common stock.

Any increase made under this clause (4) shall become effective immediately after the Close of Business on the record date for such dividend or distribution. If such dividend or distribution is not so paid, each Fixed Conversion Rate shall be decreased, effective as of the date our Board of Directors or a committee thereof determines not to make or pay such dividend or distribution, to be such Fixed Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

 

A-47


Table of Contents

Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), or if the difference is less than $1.00, in lieu of the foregoing increase, each holder shall receive, for each share of Mandatory Convertible Preferred Stock, at the same time and upon the same terms as holders of shares of our common stock, the amount of cash that such holder would have received if such holder owned a number of shares of our common stock equal to the Maximum Conversion Rate on the record date for such cash dividend or distribution.

 

(5)

If we or any of our subsidiaries make a payment in respect of a tender or exchange offer for our common stock, to the extent that the cash and value of any other consideration included in the payment per share of common stock exceeds the Average VWAP per share of our common stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), each Fixed Conversion Rate will be increased based on the following formula:

 

CR1   =    CR0    ×  

AC + (SP1 × OS1)

                OS0 × SP1

where,

 

CR0 =    such Fixed Conversion Rate in effect immediately prior to the Close of Business on the 10th Trading Day immediately following, and including, the Trading day next succeeding the expiration date;
CR1 =    such Fixed Conversion Rate in effect immediately after the Close of Business on the 10th Trading Day immediately following, and including, the Trading day next succeeding the expiration date;
AC =    the aggregate value of all cash and any other consideration (as determined by our Board of Directors or a committee thereof in good faith) paid or payable for shares purchased in such tender or exchange offer;
OS0 =    the number of shares of our common stock outstanding immediately prior to the expiration date (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer);
OS1 =    the number of shares of our common stock outstanding immediately after the expiration date (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and
SP1 =    the Average VWAP of our common stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the expiration date (the “averaging period”).

The increase to each Fixed Conversion Rate under the preceding paragraph will become effective at the Close of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the expiration date. Notwithstanding the foregoing, if any date for determining the number of shares of our common stock issuable to a holder occurs within the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, the reference to “10” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed between the expiration date of such tender or exchange offer and such determination date for purposes of determining such Fixed Conversion Rate. For the avoidance of doubt, no adjustment under this clause (5) will be made if such adjustment would result in a decrease in any Fixed Conversion Rate; except as set forth below.

In the event that we or one of our subsidiaries is obligated to purchase shares of common stock pursuant to any such tender offer or exchange offer, but we or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then each Fixed Conversion Rate shall

 

A-48


Table of Contents

again be adjusted to be such Fixed Conversion Rate that would then be in effect if such tender offer or exchange offer had not been made.

We may, to the extent permitted by law and the rules of NYSE or any other securities exchange on which our common stock or the Mandatory Convertible Preferred Stock is then listed, increase each Fixed Conversion Rate by any amount for a period of at least 20 Business Days if such increase is irrevocable during such 20 Business Days and our Board of Directors, or a committee thereof, determines that such increase would be in our best interest. In addition, we may make such increases in each Fixed Conversion Rate as we deem advisable in order to avoid or diminish any income tax to holders of our common stock resulting from any dividend or distribution of shares of our common stock (or issuance of rights or warrants to acquire shares of our common stock) or from any event treated as such for income tax purposes or for any other reason. We may only make such a discretionary adjustment if we make the same proportionate adjustment to each Fixed Conversion Rate.

Holders of the Mandatory Convertible Preferred Stock may, in certain circumstances, including a distribution of cash dividends to holders of our shares of common stock, be deemed to have received a distribution subject to U.S. Federal income tax as a dividend as a result of an adjustment or the nonoccurrence of an adjustment to the Fixed Conversion Rates. See “Certain United States Federal Income and Estate Tax Consequences.”

If we have a rights plan in effect upon conversion of the Mandatory Convertible Preferred Stock into common stock, you will receive, in addition to any shares of common stock received in connection with such conversion, the rights under the rights plan. However, if, prior to any conversion, the rights have separated from the shares of common stock in accordance with the provisions of the applicable rights plan, each Fixed Conversion Rate will be adjusted at the time of separation as if we distributed to all or substantially all holders of our common stock, shares of our capital stock, evidences of indebtedness, assets, property, rights, options or warrants as described in clause (3) above, subject to readjustment in the event of the expiration, termination or redemption of such rights. We do not currently have a stockholder rights plan in effect.

Adjustments to the Fixed Conversion Rates will be calculated to the nearest 1/10,000th of a share of our common stock. No adjustment to any Fixed Conversion Rate will be required unless the adjustment would require an increase or decrease of at least 1% of the Fixed Conversion Rate; provided, however, that if an adjustment is not made because the adjustment does not change the Fixed Conversion Rates by at least 1%, then such adjustment will be carried forward and taken into account in any future adjustment. Notwithstanding the foregoing, on each date for determining the number of shares of our common stock issuable to a holder upon any conversion of the Mandatory Convertible Preferred Stock, we will give effect to all adjustments that we have otherwise deferred pursuant to this sentence, and those adjustments will no longer be carried forward and taken into account in any future adjustment.

The Fixed Conversion Rates will not be adjusted:

 

   

upon the issuance of any shares of our common stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on our securities and the investment of additional optional amounts in common stock under any plan;

 

   

upon the issuance of any shares of our common stock or rights or warrants to purchase those shares pursuant to any present or future benefit or other incentive plan or program of or assumed by us or any of our subsidiaries;

 

   

upon the issuance of any shares of our common stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding bullet and outstanding as of the Initial Issue Date;

 

   

for a change in the par value of our common stock;

 

A-49


Table of Contents
   

for stock repurchases that are not tender offers referred to in clause (5) of the adjustments above, including structured or derivative transactions or pursuant to a stock repurchase program approved by our Board of Directors;

 

   

for accumulated dividends on the Mandatory Convertible Preferred Stock, except as described above under “—Mandatory Conversion,” “—Early Conversion at the Option of the Holder” and “—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount”; or

 

   

for any other issuance of shares of our common stock or any securities convertible into or exchangeable for shares of our common stock or the right to purchase shares of our common stock or such convertible or exchangeable securities, except as described above.

Except as otherwise provided above, we will be responsible for making all calculations called for under the Mandatory Convertible Preferred Stock. These calculations include, but are not limited to, determinations of the Fundamental Change Share Price, the VWAPs, the Average VWAPs and the Fixed Conversion Rates of the Mandatory Convertible Preferred Stock and shall be made in good faith.

We will be required, within 10 Business Days after the Fixed Conversion Rates are adjusted, to provide or cause to be provided written notice of the adjustment to the holders of the Mandatory Convertible Preferred Stock. We will also be required to deliver a statement setting forth in reasonable detail the method by which the adjustment to each Fixed Conversion Rate was determined and setting forth each adjusted Fixed Conversion Rate.

For the avoidance of doubt, if an adjustment is made to the Fixed Conversion Rates, no separate inversely proportionate adjustment will be made to the Initial Price or the Threshold Appreciation Price because the Initial Price is equal to $50.00 divided by the Maximum Conversion Rate (as adjusted in the manner described herein) and the Threshold Appreciation Price is equal to $50.00 divided by the Minimum Conversion Rate (as adjusted in the manner described herein).

Whenever the terms of the Mandatory Convertible Preferred Stock require us to calculate the VWAP per share of our common stock over a span of multiple days, our Board of Directors or an authorized committee thereof will make appropriate adjustments in good faith (including, without limitation, to the Applicable Market Value, the Early Conversion Average Price, the Fundamental Change Share Price and the Average Price (as the case may be)) to account for any adjustments to the Fixed Conversion Rates (as the case may be) that become effective, or any event that would require such an adjustment if the ex-date, effective date, record date or expiration date (as the case may be) of such event occurs, during the relevant period used to calculate such prices or values (as the case may be).

If:

 

   

the record date for a dividend or distribution on shares of our common stock occurs after the end of the 20 consecutive Trading Day period used for calculating the Applicable Market Value and before the Mandatory Conversion Date; and

 

   

that dividend or distribution would have resulted in an adjustment of the number of shares issuable to the holders of the Mandatory Convertible Preferred Stock had such record date occurred on or before the last Trading Day of such 20-Trading Day period,

then we will deem the holders of the Mandatory Convertible Preferred Stock to be holders of record of our common stock for purposes of that dividend or distribution. In this case, the holders of the Mandatory Convertible Preferred Stock would receive the dividend or distribution on our common stock together with the number of shares of our common stock issuable upon mandatory conversion of the Mandatory Convertible Preferred Stock.

 

A-50


Table of Contents

Recapitalizations, Reclassifications and Changes of Our Common Stock

In the event of:

 

   

any consolidation or merger of us with or into another person (other than a merger or consolidation in which we are the surviving corporation and in which the shares of our common stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of us or another person);

 

   

any sale, transfer, lease or conveyance to another person of all or substantially all of our property and assets;

 

   

any reclassification of our common stock into securities, including securities other than our common stock; or

 

   

any statutory exchange of our securities with another person (other than in connection with a merger or acquisition),

in each case, as a result of which our common stock would be converted into, or exchanged for, stock, other securities or other property or assets (including cash or any combination thereof) (each, a “Reorganization Event”), each share of the Mandatory Convertible Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of the holders of the Mandatory Convertible Preferred Stock, become convertible into the kind of stock, other securities or other property or assets (including cash or any combination thereof) that such holder would have been entitled to receive if such holder had converted its Mandatory Convertible Preferred Stock into common stock immediately prior to such Reorganization Event (such stock, other securities or other property or assets (including cash or any combination thereof), the “Exchange Property,” with each “Unit of Exchange Property” meaning the kind and amount of Exchange Property that a holder of one share of common stock is entitled to receive).

If the transaction causes our common stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the Exchange Property into which the Mandatory Convertible Preferred Stock will be convertible will be deemed to be:

 

   

the weighted average of the types and amounts of consideration received by the holders of our common stock that affirmatively make such an election; and

 

   

if no holders of our common stock affirmatively make such an election, the types and amounts of consideration actually received by the holders of our common stock.

We will notify holders of the Mandatory Convertible Preferred Stock of the weighted average referred to in the first bullet point in the preceding sentence as soon as practicable after such determination is made.

The number of Units of Exchange Property we will deliver for each share of the Mandatory Convertible Preferred Stock converted following the effective date of such Reorganization Event will be determined as if references to our common stock in the description of the conversion rate applicable upon mandatory conversion, Early Conversion and Early Fundamental Change Conversion were to Units of Exchange Property (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the date such Mandatory Convertible Preferred Stock is actually converted). For the purpose of determining which bullet of the definition of conversion rate in the second paragraph under “—Mandatory Conversion” will apply upon mandatory conversion, and for the purpose of calculating the conversion rate if the second bullet is applicable, the value of a Unit of Exchange Property will be determined in good faith by our Board of Directors or an authorized committee thereof (which determination will be final), except that if a Unit of Exchange Property includes common stock or American Depositary Receipts, or “ADRs,” that are traded on a U.S. national securities exchange, the value of such common stock or ADRs will be the average over the 20 consecutive

 

A-51


Table of Contents

Trading Day period used for calculating the Applicable Market Value of the volume-weighted Average Prices for such common stock or ADRs, as displayed on the applicable Bloomberg screen (as determined in good faith by our Board of Directors or an authorized committee thereof (which determination will be final)); or, if such price is not available, the average market value per share of such common stock or ADRs over such period as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by us for this purpose. The provisions of this paragraph will apply to successive Reorganization Events, and the provisions summarized under “—Anti-dilution Adjustments” will apply to any shares of capital stock or ADRs of us or any successor received by the holders of shares of our common stock in any such Reorganization Event.

We (or any successor to us) will, as soon as reasonably practicable (but in any event within 20 calendar days) after the occurrence of any Reorganization Event provide written notice to the holders of the Mandatory Convertible Preferred Stock of such occurrence and of the kind and amount of cash, securities or other property that constitute the Exchange Property. Failure to deliver such notice will not affect the operation of the provisions described in this section.

It is possible that certain consolidations, mergers, combinations or other transactions could result in tax gains or losses to the holders either as a result of the transaction or the conversion thereafter. Holders are encouraged to consult with their own tax advisors regarding the tax consequences of the ownership, disposition and conversion of the Mandatory Convertible Preferred Stock.

Notices

We will send all notices or communications to holders of the Mandatory Convertible Preferred Stock pursuant to the Certificate of Designations in writing by first class mail, postage prepaid, to the holders’ respective addresses shown on the register for the Mandatory Convertible Preferred Stock. However, in the case of Mandatory Convertible Preferred Stock in the form of global securities, we are permitted to send notices or communications to holders pursuant to DTC’s procedures, and notices and communications that we send in this manner will be deemed to have been properly sent to such holders in writing.

Reservation of Shares

We will at all times reserve and keep available out of the authorized and unissued shares of common stock, solely for issuance upon conversion of the Mandatory Convertible Preferred Stock, the maximum number of shares of our common stock as shall be issuable from time to time upon the conversion of all the shares of the Mandatory Convertible Preferred Stock then outstanding.

Transfer Agent, Registrar and Conversion and Dividend Disbursing Agent

American Stock Transfer & Trust Company, LLC is the transfer agent, registrar and conversion and dividend disbursing agent for the Mandatory Convertible Preferred Stock.

Book-Entry, Delivery and Form

The Mandatory Convertible Preferred Stock will be issued in global form. DTC or its nominee will be the sole registered holder of the Mandatory Convertible Preferred Stock. Ownership of beneficial interests in the Mandatory Convertible Preferred Stock in global form will be limited to persons who have accounts with DTC (“Participants”) or persons who hold interests through such Participants. Ownership of beneficial interests in the Mandatory Convertible Preferred Stock in global form will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of Participants) and the records of Participants (with respect to interests of persons other than Participants).

 

A-52


Table of Contents

So long as DTC, or its nominee, is the registered owner or holder of a global certificate representing the shares of the Mandatory Convertible Preferred Stock, DTC or such nominee, as the case may be, will be considered the sole holder of the shares of the Mandatory Convertible Preferred Stock represented by such global certificate for all purposes under the Certificate of Designations establishing the terms of the Mandatory Convertible Preferred Stock. No beneficial owner of an interest in the shares of the Mandatory Convertible Preferred Stock in global form will be able to transfer that interest except in accordance with the applicable procedures of DTC in addition to those provided for under the Certificate of Designations establishing the terms of the Mandatory Convertible Preferred Stock.

Payments of dividends on the global certificate representing the shares of the Mandatory Convertible Preferred Stock will be made to DTC or its nominee, as the case may be, as the registered holder thereof. None of us, the transfer agent, registrar, conversion or dividend disbursing agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global certificate representing the shares of the Mandatory Convertible Preferred Stock or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

We expect that DTC or its nominee, upon receipt of any payment of dividends in respect of a global certificate representing the shares of the Mandatory Convertible Preferred Stock, will credit Participants’ accounts with payments in amounts proportionate to their respective beneficial ownership interests in the aggregate Liquidation Preference of such global certificate representing the shares of the Mandatory Convertible Preferred Stock as shown on the records of DTC or its nominee, as the case may be. We also expect that payments by Participants to owners of beneficial interests in such global certificate representing the shares of the Mandatory Convertible Preferred Stock held through such Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such Participants.

Transfers between Participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds.

We understand that DTC is:

 

   

a limited purpose trust company organized under the laws of the State of New York;

 

   

a “banking organization” within the meaning of New York Banking Law;

 

   

a member of the Federal Reserve System;

 

   

a “clearing corporation” within the meaning of the Uniform Commercial Code; and

 

   

a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

DTC was created to hold securities for its Participants and facilitate the clearance and settlement of securities transactions between Participants through electronic book-entry changes in accounts of its Participants, thereby eliminating the need for physical movement of certificates. Participants include:

 

   

securities brokers and dealers;

 

   

banks and trust companies; and

 

   

clearing corporations and certain other organizations.

Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (indirect Participants).

Although DTC is expected to follow the foregoing procedures in order to facilitate transfers of interests in a global security among its Participants, it is under no obligation to perform or continue to perform such

 

A-53


Table of Contents

procedures, and such procedures may be discontinued at any time. None of us, the transfer agent, registrar, conversion or dividend disbursing agent will have any responsibility for the performance by DTC or its Participants or indirect Participants of their respective obligations under the rules and procedures governing their operations.

If DTC is at any time unwilling or unable to continue as a depositary for the shares of the Mandatory Convertible Preferred Stock in global form or DTC ceases to be registered as a clearing agency under the Exchange Act, and in either case a successor depositary is not appointed by us within 90 days, we will issue certificated shares in exchange for the global securities.

 

A-54


Table of Contents

CERTAIN UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSEQUENCES

The following is a summary of certain United States federal income tax consequences and, in the case of non-U.S. holders (as defined below), estate tax consequences, of the purchase, ownership, disposition and conversion of shares of the Mandatory Convertible Preferred Stock and the ownership and disposition of shares of our common stock received upon conversion of the Mandatory Convertible Preferred Stock. Except where noted, this summary relates only to shares of Mandatory Convertible Preferred Stock purchased in this offering (and common stock received upon conversion of the Mandatory Convertible Preferred Stock) that are held as capital assets.

This summary is based upon provisions of the United States Internal Revenue Code of 1986, as amended, or the Code, applicable United States Treasury regulations, rulings and judicial decisions, all as of the date hereof. Those authorities are subject to different interpretations and may be changed, perhaps retroactively, so as to result in United States federal income and estate tax consequences different from those summarized below. This summary does not address all aspects of United States federal income and estate taxes and does not deal with foreign, state, local, alternative minimum or other tax considerations that may be relevant to holders in light of their particular circumstances (including the Medicare contribution tax on net investment income). In addition, this summary does not represent a detailed description of the United States federal income and estate tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws (including if you are a United States expatriate, financial institution, a regulated investment company, a real estate investment trust, a trader in securities that has elected the mark-to-market method of accounting for your securities, a U.S. person whose “functional currency” is not the U.S. dollar, an insurance company, a tax-exempt organization, a trader, broker or dealer in securities, a “controlled foreign corporation,” a “passive foreign investment company,” a partnership or other pass-through entity for United States federal income tax purposes (or an investor in such a pass-through entity), a person who acquired shares of the Mandatory Convertible Preferred Stock or our common stock as compensation or otherwise in connection with the performance of services, a person who has acquired shares of the Mandatory Convertible Preferred Stock or our common stock as part of a straddle, hedge, conversion transaction or other integrated investment), a person required to accelerate the recognition of any item of gross income with respect to shares of the Mandatory Convertible Preferred Stock or our common stock as a result of such income being recognized on an applicable financial statement or non-U.S. holders that own, or are deemed to own, more than 5% of our common stock, more than 5% of the Mandatory Convertible Preferred Stock or Mandatory Convertible Preferred Stock having a fair market value greater than the fair market value of 5% of our common stock. We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this summary.

If any entity or arrangement treated as a partnership for United States federal income tax purposes holds shares of the Mandatory Convertible Preferred Stock or our common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding shares of the Mandatory Convertible Preferred Stock, you should consult your tax advisors.

If you are considering the purchase of shares of the Mandatory Convertible Preferred Stock, you should consult your own tax advisors concerning the particular United States federal income and estate tax consequences to you of the ownership, conversion and disposition of the shares of Mandatory Convertible Preferred Stock and common stock, as well as the consequences to you arising under the laws of any other applicable taxing jurisdiction in light of your particular circumstances.

U.S. Holders

The discussion in this section is addressed to a holder of the Mandatory Convertible Preferred Stock and common stock received in respect thereof that is a U.S. holder for United States federal income tax purposes. A “U.S. holder” means a beneficial owner of shares of the Mandatory Convertible Preferred Stock or our common stock

 

A-55


Table of Contents

(other than an entity treated as a partnership for United States federal income tax purposes) that, for United States federal income tax purposes, is:

 

   

an individual who is a citizen or resident of the United States;

 

   

a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

 

   

an estate the income of which is subject to United States federal income taxation regardless of its source; or

 

   

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

Dividends

Distributions with respect to the Mandatory Convertible Preferred Stock or our common stock will be taxable as dividends for United States federal income tax purposes when paid to the extent of our current or accumulated earnings and profits as determined for United States federal income tax purposes. To the extent that the amount of distributions with respect to the Mandatory Convertible Preferred Stock or common stock exceeds our current and accumulated earnings and profits, such excess will be treated first as a tax-free return of capital to the extent of the U.S. holder’s adjusted tax basis in such Mandatory Convertible Preferred Stock or common stock, as the case may be, and thereafter as capital gain from the sale of such Mandatory Convertible Preferred Stock or common stock, as applicable.

Distributions on the Mandatory Convertible Preferred Stock and common stock constituting dividends for United States federal income tax purposes that are paid to holders that are U.S. corporations will qualify for the dividends received deduction if certain holding period and other applicable requirements are met. However, any distribution (or the portion of any distribution) that exceeds our current and accumulated earnings and profits will not be eligible for the dividends received deduction. Dividends paid to a non-corporate U.S. holder will qualify for taxation at special rates if certain holding period and other applicable requirements are met.

If we make a distribution on our Mandatory Convertible Preferred Stock in the form of our common stock, although there is some uncertainty, we believe that such distribution will be taxable for United States federal income tax purposes in the same manner as distributions described above. The amount of such distribution and a U.S. holder’s tax basis in such common stock will equal the fair market value of such common stock on the distribution date, and a U.S. holder’s holding period for such common stock will begin on the day following the distribution date. Because such distribution would not give rise to any cash from which any applicable withholding tax could be satisfied, if we (or an applicable withholding agent) pay backup withholding on behalf of a U.S. holder (because such U.S. holder failed to establish an exemption from backup withholding), we may, at our option, or an applicable withholding agent may, withhold such taxes from shares of common stock or current or subsequent payments of cash to such U.S. holder.

Sale or Other Disposition

A U.S. holder will generally recognize capital gain or loss on a sale or exchange (other than pursuant to a conversion into common stock) of the Mandatory Convertible Preferred Stock or common stock equal to the difference between the amount realized upon the sale or exchange (not including any proceeds attributable to declared and unpaid dividends, which will be taxable as described in “—Dividends” above to U.S. holders of record who have not previously included such dividends in income) and the holder’s adjusted tax basis in the shares sold or exchanged. Such capital gain or loss will be long-term capital gain or loss if the holder’s holding

 

A-56


Table of Contents

period for the shares sold or exchanged is more than one year. The deductibility of capital losses is subject to limitations.

In the case of a redemption of the Mandatory Convertible Preferred Stock for cash, a redeemed U.S. holder will generally recognize capital gain or loss if the redemption meets at least one of the following requirements: (i) the redemption is “not essentially equivalent to a dividend” as determined for United States federal income tax purposes, (ii) the redemption results in a “complete termination” of the holder’s interest in our stock (preferred and common), or (iii) the redemption is “substantially disproportionate” with respect to the holder of Mandatory Convertible Preferred Stock as determined for United States federal income tax purposes. If the redemption satisfies any of these requirements, the redemption will be treated as a sale or exchange of the Mandatory Convertible Preferred Stock and such holder will recognize capital gain or loss (as described in the preceding paragraph). If the redemption does not satisfy any of these requirements, the holder will be treated as having received a distribution on such stock (in an amount that generally will be equal to the amount of cash received in the redemption) with the general consequences described in “—Dividends” above. In such case, the holder’s tax basis in the Mandatory Convertible Preferred Stock that is redeemed would be allocated to the holder’s remaining stock, if any, or possibly to stock owned by him constructively if the holder of Mandatory Convertible Preferred Stock does not continue to own, directly, any of our stock.

Conversion of Mandatory Convertible Preferred Stock into Common Stock

As a general rule, a U.S. holder will not recognize any gain or loss in respect of the receipt of common stock upon the conversion of the Mandatory Convertible Preferred Stock, except to the extent of dividends in arrears and cash received in lieu of a fractional share, as described below. Except to the extent of common stock treated as received in respect of any dividends in arrears as described below, the adjusted tax basis of common stock received on conversion will equal the adjusted tax basis of the Mandatory Convertible Preferred Stock converted (reduced by the portion of adjusted tax basis allocated to any fractional shares of common stock exchanged for cash, as described below), and the holding period of such common stock received on conversion will generally include the period during which the Mandatory Convertible Preferred Stock was held prior to conversion.

Cash received in lieu of a fractional share of common stock will generally be treated as a payment in a taxable exchange for such fractional share, and gain or loss will be recognized on the receipt of cash in an amount equal to the difference between the amount of cash received and the amount of adjusted tax basis allocable to the fractional share. Any cash received attributable to any declared but unpaid dividends on the Mandatory Convertible Preferred Stock will be treated as described above under “—Dividends.” Furthermore, although it is not free from doubt, we intend to treat common stock received in respect of declared but unpaid dividends on the Mandatory Convertible Preferred Stock as described above under “—Dividends.” The adjusted tax basis of any common stock received upon conversion that is attributable to accrued and unpaid dividends will equal its fair market value at the time it is distributed and its holding period will begin on the day following the distribution.

You should consult your own tax advisor to determine the specific tax treatment of the receipt of shares in respect of accrued but unpaid dividends or cash in lieu of a fractional share in your particular circumstances.

Adjustment of Conversion Price

The conversion price of the Mandatory Convertible Preferred Stock is subject to adjustment under certain circumstances. Treasury regulations promulgated under Section 305 of the Code would treat a U.S. holder of the Mandatory Convertible Preferred Stock as having received a constructive distribution includable in such U.S. holder’s income in the manner described under “—Dividends,” above, if and to the extent that certain adjustments in the conversion price increase the proportionate interest of the U.S. holder in our earnings and profits. For example, a decrease in the conversion price to reflect a taxable dividend to holders of common stock will generally give rise to a deemed taxable dividend to the holders of Mandatory Convertible Preferred Stock to

 

A-57


Table of Contents

the extent of an allocable portion of our current or accumulated earnings and profits. In addition, an adjustment to the conversion price of the Mandatory Convertible Preferred Stock or a failure to make such an adjustment could potentially give rise to constructive distributions to U.S. holders of our common stock. Thus, under certain circumstances, U.S. holders may recognize income in the event of a constructive distribution even though they may not receive any cash or property. Adjustments to the conversion price made pursuant to a bona fide reasonable adjustment formula which has the effect of preventing dilution in the interest of the U.S. holders of the Mandatory Convertible Preferred Stock, however, generally will not be considered to result in a constructive dividend distribution.

Information Reporting and Backup Withholding on U.S. Holders

In general, information reporting will apply with respect to the payment of dividends on the Mandatory Convertible Preferred Stock or common stock and the payment of proceeds on the sale of the Mandatory Convertible Preferred Stock or our common stock, unless a U.S. holder is an exempt recipient such as a corporation. Backup withholding may apply unless the U.S. holder provides proof of an applicable exemption or a correct taxpayer identification number, and otherwise complies with applicable requirements of the backup withholding rules.

Any amount withheld under the backup withholding rules from a payment to a holder is allowable as a credit against such holder’s United States federal income tax, which may entitle the holder to a refund, provided that the holder timely provides the required information to the IRS.

Non-U.S. Holders

The discussion in this section is addressed to holders of the Mandatory Convertible Preferred Stock and our common stock received in respect thereof that are non-U.S. holders. A “non-U.S. holder” means a beneficial owner of Mandatory Convertible Preferred Stock received in respect thereof (other than a partnership or entity treated as a partnership for United States federal income tax purposes) that is not a U.S. holder.

Dividends

Dividends (including any constructive distributions taxable as dividends as described below in “—Adjustment of Conversion Price” and any cash paid upon a conversion or redemption that is treated as a dividend) paid to a non-U.S. holder with respect to the Mandatory Convertible Preferred Stock or our common stock generally will be subject to withholding of United States federal income tax at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, if required by an applicable income tax treaty, are attributable to a United States permanent establishment) generally will not be subject to such withholding tax, provided certain certification and disclosure requirements are satisfied. Instead, such dividends generally will be subject to United States federal income tax on a net income basis in the same manner as if the non-U.S. holder were a United States person as defined under the Code. A corporate non-U.S. holder may be subject to an additional “branch profits tax” at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty) on earnings and profits attributable to such dividends that are effectively connected with its United States trade or business (and, if an income tax treaty applies, are attributable to its United States permanent establishment).

A non-U.S. holder of shares of the Mandatory Convertible Preferred Stock or our common stock who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to complete the applicable Internal Revenue Service, or IRS, Form W-8 and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if shares of the Mandatory Convertible Preferred Stock or our common stock are held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable United States Treasury regulations. Special certification and other requirements apply to certain non-U.S. holders that are pass-through entities rather than corporations or individuals.

 

A-58


Table of Contents

A non-U.S. holder of shares of the Mandatory Convertible Preferred Stock or our common stock eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Because constructive dividends or distributions made in common stock will not give rise to any cash from which any applicable United States federal withholding tax can be satisfied, we intend to set off any withholding tax that we are required to collect with respect to any such dividend against cash payments, common stock, or other distributions otherwise deliverable to you. As a result, if we make an adjustment to the conversion rate and the adjustment gives rise to a constructive dividend, non-U.S. holders should expect additional U.S. withholding on subsequent distributions.

Sale or Other Disposition

Subject to the discussion of backup withholding below, a non-U.S. holder generally will not be subject to United States federal income or withholding tax on income or gain recognized on the sale, exchange or redemption (including the deemed exchange that gives rise to a payment of cash in lieu of a fractional share) of the Mandatory Convertible Preferred Stock or our common stock (not including any amounts attributable to declared and unpaid dividends or a redemption that does not satisfy the requirements to be treated as a sale or exchange (as described above under “Consequences to U.S. Holders of Mandatory Convertible Preferred Stock or common Stock—Sale or Other Disposition”), which will be taxable to a non-U.S. holder as described above under “—Dividends”) unless:

 

   

the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment of the non-U.S. holder);

 

   

the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or

 

   

we are or have been a “United States real property holding corporation” for United States federal income tax purposes and certain other conditions are met.

In the case of a non-U.S. holder described in the first bullet point above, any gain will be subject to United States federal income tax on a net income basis generally in the same manner as if the non-U.S. holder were a United States person as defined under the Code, and a non-U.S. holder that is a foreign corporation may also be subject to the branch profits tax equal to 30% of its effectively connected earnings and profits attributable to such gain (or, if an income tax treaty applies, at such lower rate as may be specified by the treaty on its gains attributable to its United States permanent establishment). Except as otherwise provided by an applicable income tax treaty, an individual non-U.S. holder described in the second bullet point above will be subject to a 30% tax on any gain derived from the sale, which may be offset by certain United States source capital losses, even though the individual is not considered a resident of the United States under the Code.

We believe we are not, and do not anticipate becoming, a “United States real property holding corporation” for United States federal income tax purposes.

Conversion of Mandatory Convertible Preferred Stock into Common Stock

Non-U.S. Holders generally will not recognize any gain or loss by reason of receiving common stock in exchange for Mandatory Convertible Preferred Stock upon conversion of the Mandatory Convertible Preferred Stock, except gain or loss will be recognized with respect to any cash received in lieu of a fractional share. Any cash received attributable to declared but unpaid dividends on the Mandatory Convertible Preferred Stock will be treated as described above under “—Dividends.” Furthermore, although it is not free from doubt, we intend to treat common stock received in respect of declared but unpaid dividends on the Mandatory Convertible Preferred

 

A-59


Table of Contents

Stock as a taxable distribution, and we intend to withhold tax from such distributions to non-U.S. holders as described above under “—Dividends.” Non-U.S. Holders should consult their own tax advisors to determine the specific tax treatment of the receipt of shares in respect of accrued but unpaid dividends or cash in lieu of a fractional share in their particular circumstances.

Adjustment of Conversion Price

As described above under “U.S. Holders—Adjustment of Conversion Price,” adjustments in the conversion price (or failures to adjust the conversion price) that result in an increase in the proportionate interest of a non-U.S. holder in our earnings and profits could result in deemed distributions to the non-U.S. holder that are taxed as described under “—Dividends.” It is possible that any withholding tax on such a deemed distribution could be withheld from cash dividends, shares of our common stock or sale proceeds subsequently paid or credited to such non-U.S. holder.

Federal Estate Tax

Shares of the Mandatory Convertible Preferred Stock and our common stock that are owned (or treated as owned) by an individual who is not a citizen or resident of the United States (as specially defined for United States federal estate tax purposes) at the time of death will be included in such individual’s gross estate for United States federal estate tax purposes, unless an applicable estate or other tax treaty provides otherwise, and therefore may be subject to United States federal estate tax.

Information Reporting and Backup Withholding on Non-U.S. Holders

Dividends paid to a non-U.S. holder (including constructive dividends) and the amount of any tax withheld with respect to such dividends generally will be reported to the IRS, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty or agreement.

A non-U.S. holder will be subject to backup withholding for dividends paid to such holder unless such holder certifies under penalty of perjury that it is not a United States person as defined under the Code (and the payor does not have actual knowledge or reason to know that such holder is a United States person as defined under the Code), or such holder otherwise establishes an exemption.

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of shares of our common stock within the United States or conducted through certain United States-related financial intermediaries, unless the beneficial owner certifies under penalty of perjury that it is not a United States person as defined under the Code (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Code), or such owner otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s United States federal income tax liability provided the required information is timely furnished to the IRS.

Additional FATCA Withholding Requirements

Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”), a 30% United States federal withholding tax may apply to any dividends paid on the Mandatory Convertible Preferred Stock or our common stock to (i) a “foreign financial institution” (as specifically defined in the Code) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an

 

A-60


Table of Contents

exemption from FATCA, or (y) its compliance (or deemed compliance) with FATCA (which may alternatively be in the form of compliance with an intergovernmental agreement with the United States) in a manner that avoids withholding, or (ii) a “non-financial foreign entity” (as specifically defined in the Code) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) adequate information regarding certain substantial United States beneficial owners of such entity (if any). If a dividend payment is both subject to withholding under FATCA and subject to the withholding tax discussed above under “—Dividends,” the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. You should consult your own tax advisor regarding these requirements and whether they may be relevant to your ownership and disposition of the Mandatory Convertible Preferred Stock or our common stock.

 

A-61


Table of Contents

UNDERWRITING (CONFLICTS OF INTEREST)

We have entered into an underwriting agreement with the underwriters named below with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares of the Mandatory Convertible Preferred Stock indicated in the following table. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are the representatives of the underwriters.

 

Underwriters    Number of
Shares
 

Goldman Sachs & Co. LLC

  

J.P. Morgan Securities LLC

  

Merrill Lynch, Pierce, Fenner & Smith

                      Incorporated

  

Barclays Capital Inc.

  

Jefferies LLC

  

Credit Suisse Securities (USA) LLC

  

Deutsche Bank Securities Inc.

  

Evercore Group L.L.C

  

Guggenheim Securities, LLC

  

Morgan Stanley & Co. LLC

  

UBS Securities LLC

  

Citigroup Global Markets Inc.

  

Cowen and Company, LLC

  

Piper Jaffray & Co.

  

RBC Capital Markets, LLC

  

Robert W. Baird & Co. Incorporated

  

William Blair & Company, L.L.C

  

Janney Montgomery Scott LLC

  

KeyBanc Capital Markets Inc.

  

PJT Partners LP

  

Raymond James & Associates, Inc.

  

Stephens Inc.

  

Stifel, Nicolaus & Company, Incorporated

  

SunTrust Robinson Humphrey, Inc.

  

Wells Fargo Securities, LLC

  

Drexel Hamilton, LLC

  
  

 

 

 

Total

     10,000,000  
  

 

 

 

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the over-allotment option described below unless and until this over-allotment option is exercised.

The underwriters have an over-allotment option to buy up to an additional 1,500,000 shares from us to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that over-allotment option for 30 days. If any shares are purchased pursuant to this over-allotment option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

 

A-62


Table of Contents

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by us. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option to purchase 1,500,000 additional shares.

 

Paid by us

   No
Exercise
   Full
Exercise
Per Share    $                $            
Total    $    $            

Shares sold by the underwriters to the public will initially be offered at the initial public offering price shown on the cover page of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $            per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We, our executive officers and directors have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any shares of the Mandatory Convertible Preferred Stock or securities convertible into or exchangeable for shares of Mandatory Convertible Preferred Stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC. This agreement does not apply to any existing employee benefit plans. See “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

Prior to the offering, there has been no public market for the shares. The initial public offering price has been negotiated among us and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be our historical performance, estimates of our business potential and earnings prospects, an assessment of management and the consideration of the above factors in relation to market valuation of companies in related businesses.

We have applied to list the Mandatory Convertible Preferred Stock and common stock on the NYSE under the symbols “AVTR PRA” and “AVTR,” respectively. In order to meet one of the requirements for listing the common stock on the NYSE, the underwriters have undertaken to sell lots of 100 or more shares to a minimum of 400 beneficial holders.

In connection with the offering, the underwriters may purchase and sell shares of Mandatory Convertible Preferred Stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ over-allotment option described above may be exercised. The underwriters may cover any covered short position by either exercising their over-allotment option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the over-allotment option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the over-allotment option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Mandatory Convertible Preferred Stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of Mandatory Convertible Preferred Stock made by the underwriters in the open market prior to the completion of the offering.

 

A-63


Table of Contents

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of our stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the Mandatory Convertible Preferred Stock. As a result, the price of the Mandatory Convertible Preferred Stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on the NYSE, in the over-the-counter market or otherwise.

We estimate that our share of the total expenses of the Concurrent Offering and this offering, excluding underwriting discounts and commissions in this offering, will be approximately $10.4 million.

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

Certain affiliates of Goldman Sachs & Co. LLC (i) will receive approximately $421 million (or 12.5%) of the net proceeds of this offering and the Concurrent Offering due to the redemption of outstanding shares of our Existing Senior Preferred Stock they own and repayment of a portion of the outstanding indebtedness under the Dollar Term Loan Facility and the Euro Term Loan Facility with the net proceeds of this offering and the Concurrent Offering (or 10.9% of the net proceeds of this offering and the Concurrent Offering if the underwriters exercise their over-allotment options in full in both offerings), (ii) currently own 372,872 shares of our Existing Senior Preferred Stock, 564,000 shares of our Existing Junior Convertible Preferred Stock and warrants to purchase 1,133,920 shares of our common stock and (iii) currently have two director appointees on our Board, both of whom are expected to remain on our Board of Directors following this offering, as well as other rights. Certain of the affiliates of Goldman Sachs & Co. LLC that hold the Existing Senior Preferred Stock, the Existing Junior Convertible Preferred Stock and warrants are funds whose limited partners are current and former employees of Goldman Sachs & Co. LLC; these current employees include individuals who are providing services on behalf of Goldman Sachs & Co. LLC in connection with this offering and the Concurrent Offering. See “Certain Relationships and Related Party Transactions.” During the period that affiliates of Goldman Sachs & Co. LLC have held outstanding shares of Existing Senior Preferred Stock, all dividends paid in respect of the Existing Senior Preferred Stock have, in accordance with the terms of the Existing Senior Preferred Stock, been paid in kind in the form of 53,922 additional shares of Existing Senior Preferred Stock. See “Dividends” in the prospectus relating to our Concurrent Offering. In addition, as holders of our Existing Junior Convertible Preferred Stock, affiliates of Goldman Sachs & Co. LLC will receive 47,723,077 shares of common stock upon the automatic conversion of our Existing Junior Convertible Preferred Stock upon consummation of this offering based on an assumed public offering price of $19.50 per share of common stock (which is the midpoint of the estimated offering price range shown on the cover page of the prospectus relating to the Concurrent Offering). Therefore, Goldman Sachs & Co. LLC is deemed to have a conflict of interest within the meaning of Rule 5121. Accordingly, this offering is being conducted in accordance with Rule 5121, which requires, among other things, that a “qualified independent underwriter” participate in the preparation of, and exercise the usual standards of “due diligence” with respect to, the registration statement and this prospectus. J.P. Morgan Securities LLC has agreed to act as a qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 thereof. J.P. Morgan Securities LLC will not receive any additional fees for serving as a qualified independent underwriter with this offering. We have agreed to indemnify J.P. Morgan Securities LLC against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act.

 

A-64


Table of Contents

Pursuant to Rule 5121 Goldman Sachs & Co. LLC will not confirm any sales to any account over which it exercises discretionary authority without the specific written approval of the account holder. See “Use of Proceeds” for additional information.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses. For example, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as initial purchasers in connection with the offering of both our Senior Secured Notes and our Senior Unsecured Notes. An affiliate of Goldman Sachs & Co. LLC was engaged as a financial advisor in connection with the VWR Acquisition and acts as a joint lead arranger, joint bookrunner and administrative agent in connection with our Senior Secured Credit Facilities. In addition, an affiliate of Goldman Sachs continues to serve as administrative agent and is a lender under our Senior Secured Credit Facilities. An affiliate of J.P. Morgan Securities LLC acts as joint lead arranger and joint lead bookrunner in connection with our Senior Secured Credit Facilities.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

The current business of Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) is being reorganized into two affiliated broker-dealers (i.e., MLPF&S and BofA Securities, Inc.) in which BofA Securities, Inc. will be the new legal entity for the institutional services that are now provided by MLPF&S. This transfer is expected to occur on or around May 13, 2019 (the “Transfer Date”). MLPF&S, an underwriter of the Mandatory Convertible Preferred Stock, will be assigning its rights and obligations as an underwriter to BofA Securities, Inc. in the event that the settlement date for the Mandatory Convertible Preferred Stock occurs on or after the Transfer Date.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relative Member State”) an offer to the public of the Mandatory Convertible Preferred Stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of the Mandatory Convertible Preferred Stock may be made at any time under the following exemptions under the Prospectus Directive:

 

   

To any legal entity which is a qualified investor as defined in the Prospectus Directive;

 

   

To fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the Representatives for any such offer; or

 

   

In any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer or shares of the Mandatory Convertible Preferred Stock shall result in a requirement for the publication by us or any Brazilian placement agent of a prospectus pursuant to Article 3 of the Prospectus Directive.

 

A-65


Table of Contents

For the purposes of this provision, the expression an “offer to public” in relation to the Mandatory Convertible Preferred Stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Mandatory Convertible Preferred Stock to be offered so as to enable an investor to decide to purchase the Mandatory Convertible Preferred Stock, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended), including by Directive 2010/73/EU and includes any relevant implementing measure in the Relevant Member State.

This European Economic Area selling restriction is in addition to any other selling restrictions set out below.

United Kingdom

In the United Kingdom, this prospectus is only addressed to and directed as qualified investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this prospectus relates is available only to relevant persons and will only be engaged with relevant persons. Any person who is not a relevant person should not act or relay on this prospectus or any of its contents.

Canada

The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption form, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and Futures Ordinance”), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which

 

A-66


Table of Contents

are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

 

A-67


Table of Contents

 

 

Avantor, Inc.

10,000,000 Shares

    % Series A Mandatory Convertible Preferred Stock

 

 

 

 

LOGO

 

 

Prospectus

                             , 2019

 

 

 

Goldman Sachs & Co. LLC   J.P. Morgan
BofA Merrill Lynch   Barclays   Jefferies

 

Credit Suisse   Deutsche Bank Securities   Evercore ISI   Guggenheim Securities
Morgan Stanley   UBS Investment Bank   Citigroup   Cowen   Piper Jaffray   RBC Capital Markets

 

Baird  

William

Blair

  Janney Montgomery Scott   KeyBanc Capital Markets  

PJT

Partners LP

  Raymond James   Stephens Inc.   Stifel   SunTrust Robinson Humphrey   Wells Fargo Securities   Drexel Hamilton

 

 

Through and including                     , 2019 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

 

 

 


Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the expenses payable by Avantor, Inc. expected to be incurred in connection with the issuance and distribution of the securities being registered hereby (other than underwriting discounts and commissions). All of such expenses are estimates, except for the Securities and Exchange Commission, or the SEC, registration fee, the Financial Industry Regulatory Authority, or FINRA, filing fee and NYSE listing fee.

 

SEC registration fee

   $ 511,477  

FINRA filing fee

     225,500  

NYSE listing fee

     25,000  

Printing fees and expenses

     700,000  

Legal fees and expenses

     4,000,000  

Blue sky fees and expenses

     10,000  

Registrar and transfer agent fees

     11,500  

Accounting fees and expenses

     4,100,000  

Miscellaneous expenses

     816,523  
  

 

 

 

Total

   $ 10,400,000  
  

 

 

 

Item 14. Indemnification of Directors and Officers.

Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which such person is made a party by reason of the fact that the person is or was a director, officer, employee or agent of the corporation (other than an action by or in the right of the corporation—a “derivative action”), if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s by-laws, disinterested director vote, stockholder vote, agreement or otherwise.

Our amended and restated certificate of incorporation will provide that no director shall be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation on liability is not permitted under the DGCL, as now in effect or as amended. Currently, Section 102(b)(7) of the DGCL requires that liability be imposed for the following:

 

   

any breach of the director’s duty of loyalty to our company or our stockholders;

 

   

any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;

 

   

unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; and

 

   

any transaction from which the director derived an improper personal benefit.

 

II-1


Table of Contents

Our amended and restated certificate of incorporation and amended and restated by-laws will provide that, to the fullest extent authorized or permitted by the DGCL, as now in effect or as amended, we will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person, or a person of whom he or she is the legal representative, is or was our director or officer, or by reason of the fact that our director or officer is or was serving, at our request, as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans. We will indemnify such persons against expenses, liabilities, and loss (including attorneys’ fees), judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, penalties and amounts paid in settlement actually and reasonably incurred in connection with such action.

We have obtained policies that insure our directors and officers and those of our subsidiaries against certain liabilities they may incur in their capacity as directors and officers. Under these policies, the insurer, on our behalf, may also pay amounts for which we have granted indemnification to the directors or officers.

Item 15. Recent Sales of Unregistered Securities.

On November 21, 2017, we issued 2.0 million shares of the Existing Senior Preferred Stock and 1.7 million shares of the Existing Junior Convertible Preferred Stock in connection with the VWR Acquisition. We intend to use the net proceeds to us from this offering to redeem outstanding shares of Existing Senior Preferred Stock. The shares of the Existing Junior Convertible Preferred Stock will be convertible into our common stock upon the consummation of this offering.

The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were placed upon the securities issued in these transactions.

From January 2016 to March 2019, we granted options:

 

   

under the Legacy Avantor Plan to purchase an aggregate of 4,083,710 shares to our employees and directors, having exercise prices ranging from $4.19 to $13.11; and

 

   

under the Vail Plan to purchase an aggregate of 13,757,425 shares to our employees and directors, all options having the exercise price of $23.21.

Of the options, we have canceled options to purchase 2,456,890 shares.

Item 16. Exhibits and Financial Statement Schedules.

 

Exhibit
No.

  

Description

1.1    Form of Underwriting Agreement relating to the common stock.
1.2    Form of Underwriting Agreement relating to the Mandatory Convertible Preferred Stock.
2.1**    Agreement and Plan of Merger, dated as of May  4, 2017, by and among the Avantor Funding, Inc. (f/k/a Avantor, Inc.), Avantor, Inc. (f/k/a Vail Acquisition Corp) and VWR Corporation.
3.1    Form of Second Amended and Restated Certificate of Incorporation of Avantor, Inc., to be effective upon consummation of this offering.
3.2    Form of Second Amended and Restated By-laws of Avantor, Inc., to be effective upon consummation of this offering.
3.3**    Certificate of Designations of the junior convertible preferred stock dated as of November  21, 2017, filed with the Secretary of State of Delaware on November 21, 2017.
3.4**    Certificate of Designations of the series A senior preferred stock dated as of November  21, 2017, filed with the Secretary of State of Delaware on November 21, 2017.
3.5    Form of Certificate of Designations of the Mandatory Convertible Preferred Stock.

 

II-2


Table of Contents

Exhibit
No.

  

Description

4.1**    Indenture, dated as of October  2, 2017, between Avantor Funding, Inc. (f/k/a Avantor, Inc.) and The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent, relating to the 6.000% senior first lien notes due 2024 and the 4.750% senior first lien notes due 2024.
4.2**    Indenture, dated as of October  2, 2017, between Avantor Funding, Inc. (f/k/a Avantor, Inc.) and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 9.000% senior notes due 2025.
5.1    Opinion of Simpson Thacher & Bartlett LLP as to the legality of the common stock and the Mandatory Convertible Preferred Stock.
10.1**    Credit Agreement (First Lien), dated as of November  21, 2017, by and among Vail Holdco Sub LLC, Avantor Funding, Inc. (f/k/a Avantor, Inc.), the guarantors party thereto, Goldman Sachs Bank USA and the other lenders, l/c issuers and parties thereto.
10.2**    Amendment No. 1, dated as of November 27, 2018 to the Credit Agreement, dated as of November  21, 2017, by and among Vail Holdco Sub LLC, Avantor Funding, Inc. (f/k/a Avantor, Inc.), the guarantors party thereto, Goldman Sachs Bank USA and the other lenders, l/c issuers and parties thereto.
10.3**    Security Agreement, dated as of November 21, 2017, among the grantors identified therein and Goldman Sachs Bank USA, as agent.
10.4**    First Lien Intercreditor Agreement, dated as of November  21, 2017, by and among Avantor Funding, Inc. (f/k/a Avantor, Inc.), Vail Holdco Sub LLC, the other grantors party thereto, Goldman Sachs Bank USA, as collateral agent for the credit agreement secured parties, the Bank of New York Mellon Trust Company, N.A., as collateral agent for the indenture secured parties and each additional agent party from time to time thereto.
10.5**    Amended and Restated Receivables Purchase Agreement, dated November 21, 2017, among VWR Receivables Funding, LLC, VWR International, LLC, the various conduit purchasers from time to time party thereto, the various related committed purchasers from time to time party thereto, the various purchaser agents from time to time party thereto, the various LC participants from time to time party thereto and PNC Bank, National Association, as Administrator and LC Bank.
10.6**    Amended and Restated Purchase and Sale Agreement, dated November 21, 2017, between the various entities listed on Schedule I thereto as Originators and VWR Receivables Funding, LLC.
10.7**    Stockholders Agreement, dated as of November  21, 2017, between Avantor, Inc. (f/k/a Vail Holdco Corp) and the other parties named therein.
10.8**    Amendment to Stockholders Agreement, dated as of March 15, 2018, between Avantor, Inc. and the other parties named therein.
10.9    Form of Investor Rights Agreement.
10.10**    Registration Rights Agreement, dated as of November  21, 2017, among Avantor, Inc. (f/k/a Vail Holdco Corp) and the other parties named therein.
10.11**    Amendment to Registration Rights Agreement, dated as of March 15, 2018, between Avantor, Inc. and the other parties named therein.
10.12   

Form of Warrant to Purchase Common Stock of Avantor, Inc. (f/k/a Vail Holdco Corp).

10.13**    Avantor Funding, Inc. (f/k/a Avantor, Inc.) Equity Incentive Plan (as amended through September 28, 2016).
10.14**    Form of Nonqualified Stock Option Agreement under the Avantor Funding, Inc. Equity Incentive Plan.
10.15**    Avantor, Inc. (f/k/a Vail Holdco Corp) Equity Incentive Plan.
10.16**    Form of Nonqualified Stock Option Agreement under the Avantor, Inc. Equity Incentive Plan.
10.17    Nonqualified Stock Option Agreement Amendment, dated April 26, 2019, between Charles Kummeth and Avantor, Inc.

 

II-3


Table of Contents

Exhibit
No.

  

Description

10.18**    Amended and Restated Employment Agreement, dated April 10, 2019, between Michael Stubblefield and Avantor, Inc. (f/k/a Vail Holdco Corp).
10.19**    Employment Letter Agreement, dated October 5, 2018, between Thomas A. Szlosek and Avantor, Inc. (f/k/a Vail Holdco Corp).
10.20**    Employment Letter Agreement, dated November 10, 2017, between Bjorn Hofman and Avantor, Inc. (f/k/a Vail Holdco Corp).
10.21**    Amended and Restated Employment Letter Agreement, dated April 2, 2019, between Gerard Brophy and VWR Management Services, LLC.
10.22**    Contract of Employment, dated June 29, 2018, between Frederic Vanderhaegen and VWR International GmbH.
10.23**    Addendum to Contract of Employment, dated April 10, 2019, between Frederic Vanderhaegen and VWR International GmbH.
10.24**    Amended and Restated Employment Letter, dated December 20, 2010, between VWR Management Services, LLC and Greg Cowan.
10.25**    Form of Indemnification Agreement (between Avantor, Inc. and its directors and officers).
10.26**    Avantor, Inc. 2019 Equity Incentive Plan.
10.27**    Form of Nonqualified Stock Option Agreement under the Avantor, Inc. 2019 Equity Incentive Plan.
10.28**    Form of Restricted Stock Unit Agreement under the Avantor, Inc. 2019 Equity Incentive Plan (Employees).
10.29**    Form of Restricted Stock Unit Agreement under the Avantor, Inc. 2019 Equity Incentive Plan (Non-Employee Directors).
10.30**    Avantor, Inc. 2019 Employee Stock Purchase Plan.
21.1**    Subsidiaries of the Registrant.
23.1    Consent of Deloitte & Touche LLP.
23.2    Consent of KPMG LLP.
23.3    Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1 to this Registration Statement).
24.1**    Powers of Attorney.
24.2**    Power of Attorney of Rakesh Sachdev.

 

**

Previously filed.

Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by

 

II-4


Table of Contents

a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

 

  (i)

for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

 

  (ii)

for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

II-5


Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Radnor Township, Pennsylvania, on May 3, 2019.

 

Avantor, Inc.
By:  

/s/ Michael Stubblefield

Name:   Michael Stubblefield
Title:   President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 6 to this registration statement has been signed by the following persons in the capacities indicated on May 3, 2019.

 

Signature

  

Capacity

/s/ Michael Stubblefield

Michael Stubblefield

  

Director, President and Chief Executive Officer (Principal Executive Officer)

/s/ Thomas A. Szlosek

Thomas A. Szlosek

  

Executive Vice President, Chief Financial Officer (Principal Financial Officer)

/s/ Michael J. DePetris

Michael J. DePetris

  

Senior Vice President and Corporate Controller (Principal Accounting Officer)

*

Rajiv Gupta

  

Chairman of the Board

*

Thomas Connolly

  

Director

*

Robert Fine

  

Director

*

Matthew Holt

  

Director

*

Andre Moura

  

Director

*

Jo Natauri

  

Director

*

Jonathan Peacock

  

Director

*

Rakesh Sachdev

  

Director


Table of Contents

Signature

  

Capacity

*

Christi Shaw

  

Director

 

*By:

 

/s/ Justin Miller

  Justin Miller, Attorney-in-Fact
EX-1.1 2 d698870dex11.htm EX-1.1 EX-1.1

Exhibit 1.1

Avantor, Inc.

Common Stock

Underwriting Agreement

[•], 2019

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

As representatives (the “Representatives”) of the several Underwriters

named in Schedule I hereto,

c/o Goldman Sachs & Co. LLC

200 West Street,

New York, New York 10282-2198

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

Avantor, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (the “Stock”), of the Company, and the Stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [•] shares of Stock. The aggregate of [•] shares to be sold by the Company and the Selling Stockholder is herein called the “Firm Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof are being collectively called the “Shares”.

The Company is concurrently publicly offering (the “Mandatory Convertible Preferred Stock Offering”) shares of its Series A Mandatory Convertible Preferred Stock with an initial liquidation preference of $50 per share (the “Mandatory Convertible Preferred Stock”) pursuant to a separate underwriting agreement (the “Mandatory Convertible Preferred Stock Underwriting Agreement”).


1. The Company represents and warrants to, and agrees with, each of the Underwriters that:

(a) A registration statement on Form S-1 (File No. 333-229578) (the “Initial Registration Statement”) in respect of the Shares has been filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement has been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 6(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the Preliminary Prospectus relating to the Shares that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(c) hereof) is hereinafter called the “Pricing Prospectus”; such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”);

(b) (A) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and (B) the Preliminary Prospectus, dated [•], 2019, each other Preliminary Prospectus subsequently filed and used during the road show and the Preliminary Prospectus included in the Pricing Disclosure Package (as defined below), at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information (as defined in Section 10(b) of this Agreement);

 

2


(c) For the purposes of this Agreement, the “Applicable Time” is [•:••][•]m (Eastern time) on the date of this Agreement. The Pricing Prospectus, as supplemented by each Issuer Free Writing Prospectus listed on Schedule III(b) hereto and the pricing information set forth in Schedule IV, taken together (collectively, the “Pricing Disclosure Package”), as of the Applicable Time, did not, and as of each Time of Delivery (as defined in Section 5(a) of this Agreement) will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus does not conflict with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus and each Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package, as of the Applicable Time, did not, and as of each Time of Delivery will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with the Underwriter Information;

(d) (i)The Registration Statement conforms and any further amendments or supplements to the Registration Statement will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of each Time of Delivery, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (ii) the Prospectus and any further amendments or supplements to the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, and as of each Time of Delivery, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that, in each case of clause (i) and (ii), this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information;

(e) The Company and its subsidiaries, taken as a whole, have not, since the date of the latest financial statements included in the Pricing Prospectus, (i) sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree or (ii) entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole, in each case otherwise than as set forth or contemplated in the Pricing Disclosure Package; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Disclosure Package, there has not been (x) any change in the capital stock (other than as a result of (i) the exercise, if any, of stock options or the award, if any, of stock options or restricted stock in the ordinary course of business pursuant to the Company’s equity plans that are described in the Pricing Disclosure Package and the Prospectus or (ii) the issuance, if any, of stock upon conversion of Company securities as described in the Pricing Disclosure Package and the Prospectus) or long-term debt of the

 

3


Company or any of its subsidiaries or (y) except as otherwise set forth in the Registration Statement and the Pricing Disclosure Package, any material adverse change or development that could reasonably be expected to involve a prospective material adverse change, in the condition (financial or otherwise), business or results of operations of the Company and its subsidiaries, taken as a whole;

(f) The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Pricing Disclosure Package or where failure to have such good and marketable title or free and clear title would not reasonably be expected to have a material adverse effect, or reasonably be expected to have a prospective material adverse effect, on the condition (financial or otherwise), business or results of operations of the Company and its subsidiaries, taken as a whole after giving effect to the transactions contemplated by this Agreement and the Mandatory Convertible Preferred Stock Underwriting Agreement (a “Material Adverse Effect”); and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not reasonably be expected to have a Material Adverse Effect;

(g) Each of the Company and each of its “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X under the Act) has (i) been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, (ii) the power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Disclosure Package, and (iii) been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except, in the case of the foregoing clauses (ii) and (iii), where the failure to be so organized, existing, qualified or in good standing or have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or impair the ability of the Company to perform its obligations under this Agreement, including the issuance and sale of the Shares, or consummate the transactions contemplated in the Pricing Disclosure Package and the Prospectus;

(h) The Company has an authorized capitalization as set forth in the Pricing Disclosure Package; all of the issued shares of capital stock of the Company, including the Shares to be sold by the Selling Stockholder, have been duly and validly authorized and issued and are fully paid and non-assessable and conform, in all material respects, to the description of the Stock contained in the Pricing Disclosure Package and Prospectus; and all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise set forth in the Pricing Disclosure Package and the Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for such liens or encumbrances described in the Pricing Disclosure Package and the Prospectus, including liens, encumbrances, equities or claims imposed in connection with or permitted under the debt instruments described under the heading “Description of Indebtedness”;

 

4


(i) The Shares have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and non-assessable and will conform in all material respects to the description of the Stock contained in the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights other than as described in the Pricing Disclosure Package and the Prospectus;

(j) The issue and sale of the Shares to be sold by the Company and the compliance by the Company with this Agreement and the consummation of the transactions contemplated in this Agreement and the Pricing Prospectus will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or impair the ability of the Company to perform its obligations under this Agreement, including the issuance and sale of the Shares, or consummate the transactions contemplated in the Pricing Disclosure Package and the Prospectus, (B) result in the violation of the provisions of the certificate of incorporation or by-laws (or other applicable organizational document) of the Company or any of its subsidiaries, or (C) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except in the case of this clause (C), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or impair the ability of the Company to perform its obligations under this Agreement, including the issuance and sale of the Shares, or consummate the transactions contemplated in the Pricing Disclosure Package and the Prospectus; and no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issue of the Shares to be sold by the Company and the sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement, except such as have been obtained under the Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the approval by the Financial Industry Regulatory Authority (“FINRA”) of the underwriting terms and arrangements, such consents, approvals, authorizations, orders, registrations or qualifications as may be required under applicable state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters and such other consents, approvals, authorizations, orders, registrations or qualifications as shall have been obtained or made prior to the Time of Delivery;

(k) Neither the Company nor any of its subsidiaries is (i) in violation of its certificate of incorporation or by-laws (or other applicable organizational document), (ii) in violation of any applicable statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties is bound, except, in the case of the foregoing clauses (ii) and (iii), for such defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

 

5


(l) The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Description of Capital Stock”, insofar as they purport to constitute a summary of the terms of the Stock, constitute an accurate summary of the terms of such Stock in all material respects;

(m) The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Certain United States Federal Income and Estate Tax Consequences to Non-U.S. Holders”, and under the caption “Underwriting (Conflicts of Interest)”, insofar as they purport to describe the provisions of the laws or regulations or legal conclusions with respect thereto and the agreements and documents referred to therein, are accurate, complete and fair in all material respects;

(n) Other than as set forth in the Pricing Disclosure Package and the Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its subsidiaries or, to the Company’s knowledge, any officer or director of the Company, is a party or of which any property of the Company or any of its subsidiaries or, to the Company’s knowledge, any officer or director of the Company, is the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries (or such officer or director), would reasonably be expected to have a Material Adverse Effect;

(o) The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus, will not be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(p) At the time of filing the Initial Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined under Rule 405 under the Act;

(q) Deloitte & Touche LLP, who have certified certain financial statements of the Company and its subsidiaries are independent public accountants with respect to the Company and its subsidiaries as required by the Act and the rules and regulations of the Commission thereunder;

(r) KPMG LLP, who have certified certain financial statements of VWR Corporation, are independent public accountants with respect to VWR Corporation as required by the Act and the rules and regulations of the Commission thereunder;

(s) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that (i) is designed to comply with the requirements of the Exchange Act, (ii) has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and (iii) is sufficient to provide reasonable

 

6


assurance (A) that records in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (B) that transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company and (C) that unauthorized acquisitions or use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or detected in a timely manner. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls over financial reporting (it being understood that this subsection shall not require the Company to comply with Section 404 of the Sarbanes-Oxley Act (as defined in Section 1(gg)) as of an earlier date than it would otherwise be required to so comply under applicable law);

(t) Since the date of the latest audited financial statements included in the Pricing Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;

(t) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to provide reasonable assurances that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure;

(u) This Agreement has been duly authorized, executed and delivered by the Company;

(v) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, controlled affiliate or other person acting on behalf of the Company or any of its subsidiaries has (i) offered, promised, provided, or authorized the provision of any money, property, contribution, gift, entertainment or other thing of value, directly or knowingly indirectly, to any one acting in an official capacity, to unlawfully influence an official action or secure an improper advantage or (ii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law;

(w) The operations of the Company and its subsidiaries are and have been conducted at all times during the past five years in compliance with the requirements of applicable anti-money laundering laws, including, but not limited to, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, and the applicable anti-money laundering laws of the various jurisdictions in which the Company and its subsidiaries conduct business (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened;

 

7


(x) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or controlled affiliate of the Company or any of its subsidiaries, is currently (i) the subject or the target of any trade, economic or financial sanctions laws, regulations, embargoes, and restrictive measures administered or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union, Her Majesty’s Treasury, the United Nations Security Council, the Swiss State Secretariat for Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”); (ii) located in or organized under the laws of a country or territory which is the subject of country- or territory-wide Sanctions (including without limitation Cuba, Iran, North Korea, Syria, or the Crimea region) (“Sanctioned Territory”), and (iii) majority-owned or controlled by anyone subject to Sanctions or located in any Sanctioned Territory. The Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) for the purpose of funding or facilitating any activities of or business with any person subject to Sanctions, or in any country or territory, that, at the time of such funding, is a Sanctioned Territory in each case to the extent prohibited by Sanctions, or (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions;

(y) The financial statements of the Company, together with the related schedules and notes, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly, in all material respects, the financial position of the Company and its subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as disclosed therein. The supporting schedules, if any, present fairly in accordance with GAAP, in all material respects, the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and, other than non-GAAP measures, have been presented on a basis consistent with that of the financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the Pricing Prospectus or the Prospectus under the Act or the rules and regulations promulgated thereunder;

(z) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or

 

8


unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses, and, to the knowledge of the Company and its subsidiaries, the conduct of their respective businesses does not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement, misappropriation or conflict with any such rights of others in connection with its patents, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, in each case, which could reasonably be expected to result in a Material Adverse Effect;

(aa) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect;

(bb) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Act to be described in the Pricing Disclosure Package and the Prospectus and that is not so described in such documents;

(cc) (1) The Company and its subsidiaries (a) are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees, orders and the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the generation, storage, treatment, use, handling, transportation, Release (as defined below) or threat of Release of Hazardous Materials (as defined below) (collectively, “Environmental Laws”), (b) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses and (c) have not received notice of any actual or potential liability under or relating to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any Release or threat of Release of Hazardous Materials, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; and (2) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, including costs for the investigation and remediation of real property impacted by Releases of Hazardous Materials, except in the case of each of (1) and (2) above, for any such matter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (3) except as described in the Registration Statement, the Pricing Prospectus or the Prospectus, (a) there are no proceedings that are pending, or that are known to be

 

9


contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (b) the Company and its subsidiaries are not aware of any requirements to comply with Environmental Laws that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (c) none of the Company and its subsidiaries anticipates material capital expenditures for environmental control facilities for the remainder of its current fiscal year or for its succeeding fiscal year.

“Hazardous Materials” means any material, chemical, substance, waste, pollutant, contaminant, compound, mixture, or constituent thereof, in any form or amount, including petroleum (including crude oil or any fraction thereof) and petroleum products, natural gas liquids, asbestos and asbestos containing materials, naturally occurring radioactive materials, brine, and drilling mud, which is regulated or can give rise to liability under any Environmental Law. “Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing or migrating in, into or through the environment, or in, into, from or through any building or structure;

(ee) (1) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Code) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (2) no prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (3) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period); (4) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (5) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur; (6) neither the Company nor any member of its Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation (the “PBGC”), in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA); and (7) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the PBGC or any other governmental agency or any foreign regulatory agency with respect to any Plan, except where such noncompliance, occurrence of prohibited transaction, failure to satisfy minimum funding standard, failure to exceed the value of benefits, occurrence of a reportable event, incurrence of liability, or audit or investigation, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

 

10


(ff) The Company and its subsidiaries have insurance in such amounts (after giving effect to any self-insurance reasonably and customary for similarly situated persons engaged in the same or similar businesses as the Company) and insures against such losses and risks as are adequate and customary for its business; and the Company does not have reason to believe that it or any of its subsidiaries will not be able to renew its existing insurance coverage as and when such coverage expires or, alternatively, to obtain comparable coverage from similar institutions as may be necessary to conduct its business and at a cost that would not reasonably be expected to have a Material Adverse Effect;

(gg) Solely to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”) have been applicable to the Company, there has been no failure on the part of the Company to comply in all material respects with the Sarbanes-Oxley Act, including Section 402 related to loans and Sections 302 and 906 related to certifications;

(hh) With respect to the stock options and other equity-based awards (collectively, the “Equity-Based Grants”) granted pursuant to the equity-based compensation plans of the Company or its subsidiaries (the “Company Equity Plans”) except as would not reasonably be expected, individually or in the aggregate, to have a Materially Adverse Effect, (i) each Equity-Based Grant intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of an Equity-Based Grant was duly authorized no later than the date on which the grant of such Equity-Based Grant was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the applicable partners or board of directors or managers (or a duly constituted and authorized committee thereof) and any required stockholder, unitholder or member approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Equity Plans and all applicable laws and regulatory rules or requirements, and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and its subsidiaries;

(ii) The Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the date hereof (taking into account valid and timely requested extensions of time to file), except in any case in which the failure to so file would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and, except as set forth in the Pricing Disclosure Package, the Company and its subsidiaries have paid all taxes required to be paid by them, except for any such taxes currently being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with GAAP or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company or any of its subsidiaries, there is no tax deficiency that has been asserted against the Company or any of its subsidiaries or any of their respective properties or assets, that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(jj) Except as described in the Pricing Disclosure Package and the Prospectus, no person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Shares by the Company;

 

11


(kk) The Company has not taken, directly or indirectly, any action designed to cause or result in, or which has constituted or which would reasonably be expected to constitute, the stabilization or manipulation of the price of the Shares (it being understood that the Company makes no representation with respect to any action taken by any Underwriter or their affiliates);

(ll) Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and other than restrictions relating to distributable reserves and similar concepts in the certificate of incorporation or similar organizational documents, no subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock or similar ownership interest, from repaying to the Company, any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company; and

(mm) Except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, (ii) the Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same, (iii) the Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification and (iv) the Company and its subsidiaries have used reasonable best efforts to take all necessary actions to prepare to comply with the European Union General Data Protection Regulation (and all other applicable laws and regulations with respect to Personal Data.

2. The Selling Stockholder represents and warrants to, and agrees with, each of the Underwriters of the Company that:

 

12


(a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

(b) Upon payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC.

(c) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the constitutive documents, the limited partnership agreement or limited liability company agreement, as the case may be, of such Selling Stockholder, (ii) any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been or will be made or obtained on or prior to the First Time of Delivery.

(d) All information furnished to the Company or the Underwriters by or on behalf of such Selling Stockholder in writing expressly for use in the Registration Statement, the Disclosure Package or the Prospectus is, and on each Time of Delivery will be, true, correct and complete in all material respects, and did not, as of each Time of Delivery will

 

13


not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to such Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Pricing Disclosure Package and the Prospectus (such information, the “Selling Stockholder Information”).

(e) Prior to the completion of the Underwriters’ distribution of the Shares, such Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Shares other than the Pricing Disclosure Package and the Prospectus.

(f) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

Any certificate signed by or on behalf of such Selling Stockholder and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Shares shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby with respect to such Selling Stockholder.

Such Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder further acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d) hereof, counsel to such Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

3. Subject to the terms and conditions herein set forth, (a) the Company and the Selling Stockholder agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at a purchase price per share of $[•], the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder as set forth opposite its name in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Stockholder hereunder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 3 (provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the

 

14


Company and payable on the Firm Shares but not payable on the Optional Shares), that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 11 hereto) and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The public offering price of the Shares is not in excess of the price recommended by J.P. Morgan Securities LLC (“JP Morgan”), acting as a “qualified independent underwriter” within the meaning of Rule 5121 of FINRA.

The Company hereby grants to the Underwriters the right to purchase at their election up to [•] Optional Shares, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering over-allotments in the sale of the Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 5 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

4. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Pricing Disclosure Package and the Prospectus.

5. (a) The Shares to be purchased by each Underwriter hereunder, in definitive or book-entry form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company and the Selling Stockholder shall be delivered by or on behalf of the Company and the Selling Stockholder to the Representatives, through the facilities of the Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the accounts specified by the Company and the [Selling Stockholder/Custodian] to the Representatives at least forty-eight hours in advance. The Company and the Selling Stockholder will cause the certificates, if any, representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on [•], 2019 or such other time and date as the Representatives, the Company and the Selling Stockholder may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York City time, on the date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election to purchase such Optional Shares, or such other time and date as the Representatives and the Company

 

15


may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery”, such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”.

(b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 9 hereof, including the cross receipt for the Shares, will be delivered at the offices of Ropes & Gray LLP: 1211 Avenue of the Americas, New York, New York 10036 (the “Closing Location”), and the Shares will be delivered through the facilities of DTC, in the case of book-entry Shares, or in the case of certificated shares, at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at [•:••] p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 5, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

6. The Company agrees with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A under the Act; the Company will not file any amendment or any supplement to the Registration Statement or the Prospectus prior to the last Time of Delivery to which the Representatives reasonably object by written notice to the Company in a timely manner; to advise the Representatives, promptly after the Company receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish the Representatives with copies thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to advise the Representatives, promptly after the Company receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Shares, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;

(b) To take such action as the Representatives may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith in no event shall the Company be obligated to qualify to do business in any

 

16


jurisdiction where it is not now so qualified or to take any action that would reasonably be expected to subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject or to subject themselves to taxation in excess of a nominal amount in respect of doing business in any jurisdiction;

(c) Prior to 10:00 a.m., New York City time, on the second New York Business Day next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Act, to notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;

(d) To make generally available to its securityholders as soon as practicable, but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act) (which may be satisfied by filing with the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

(e)(1) During the period beginning from the date hereof and continuing to and including the date 180 days after the date of the Prospectus (the “Company Lock-Up Period”), not to (i) offer, sell, contract to sell, pledge, grant any option to purchase or otherwise transfer or dispose of, directly or indirectly, or publicly file with or confidentially submit to the Commission a registration statement under the Act relating to, any Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such

 

17


transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of each of Goldman Sachs & Co. LLC and JP Morgan and in each case, other than (A) the Shares to be sold hereunder and the Mandatory Convertible Preferred Stock to be sold in the Mandatory Convertible Preferred Stock Offering, (B) any options or other awards (including without limitation, restricted stock or restricted stock units), or the shares of Stock issued with respect to, or upon the exercise of, such options and other awards, granted under the Company Equity Plans disclosed in the Registration Statement, (C) the filing of a registration statement on Form S-8, and the issuance of securities registered thereunder, relating to any benefit plans or arrangements disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (D) the issuance of shares of Stock in connection with the acquisition of the assets of, or a majority of controlling portion of the equity of, or a business combination or a joint venture with, another entity in connection with such business combination or such acquisition by the Company or any of its subsidiaries of such entity and (E) the issuance of shares of Stock (including without limitation, restricted stock or restricted stock awards) in connection with joint ventures, commercial relationships or other strategic transactions, provided that the aggregate number of shares issued or issuable pursuant to clauses (D) and (E) does not exceed 10% of the number of shares of Stock outstanding immediately after the offering of the Shares pursuant to this Agreement and prior to such issuance, each recipient of any such securities shall execute and deliver to the Representatives an agreement substantially in the form of Annex III hereto;

(2) If each of Goldman Sachs & Co. LLC and JP Morgan, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 9(i) hereof, in each case for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Annex II hereto through a major news service at least two business days before the effective date of the release or waiver.

(g) To use the net proceeds received by it from the sale of the Shares pursuant to this Agreement in the manner specified in the Pricing Disclosure Package under the caption “Use of Proceeds”;

(h) To use its reasonable best efforts to list, subject to notice of issuance, the Shares on the New York Stock Exchange (the “Exchange”);

(i) To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Act; and

(j) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 3a of the Commission’s Informal and Other Procedures (17 CFR 202.3a).

 

18


7. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; the Selling Stockholder represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus; and each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act required to be filed with the Commission; any such free writing prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule III(a) and III(b) hereto (including the final term sheet set forth on Schedule IV;

(b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and the Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show; and

(c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus and prior to the Time of Delivery any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with the Underwriter Information.

8. (a) The Company covenants and agrees with the several Underwriters and the several Underwriters covenant and agree with the Company that:

(i) the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 6(b) hereof, including the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with

 

19


the Blue Sky survey in an amount not to exceed $10,000 (iv) all fees and expenses in connection with listing the Shares on the Exchange; (v) the filing fees incident to, and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with, any filing with and clearance of and any required review of the offering by FINRA of the terms of the sale of the Shares (including the fees and expenses of JP Morgan, acting as “qualified independent underwriter” within the meaning of the aforementioned FINRA Rule 5121) in an amount not to exceed $75,000 for such fees and disbursements of counsel only; (vi) the cost of preparing stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses associated with the preparation or dissemination of any electronic roadshow, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, (ix) the transportation and other expenses incurred by or on behalf of the Company in connection with presentations to potential purchasers of the Shares, including any “road show” (and including one half of the cost of all chartered aircraft or other chartered transportation used in connection with any “road show”) and (x) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section.

(ii) Notwithstanding anything in clause (a) above, it is understood, however, that, except as provided in this Section, and Sections 10 and 13 hereof, the Underwriters will pay all of their own costs and expenses in connection with presentations for prospective purchasers of the Shares including the transportation and other expenses incurred by or on behalf of the Underwriters in connection with presentations to prospective purchasers of the Shares, including any “road show” (and including one half of the cost of all chartered aircraft or other chartered transportation used on connection with any “road show”), and the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, and any advertising expenses connected with any offers they may make.

(b) The Selling Stockholder covenants and agrees with the Company and the several Underwriters that:

(i) Such Selling Stockholder will advise you promptly, and if requested by you, will confirm such advice in writing, during the period when a prospectus relating to the Shares is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule), of any change in the Selling Stockholder Information in the Registration Statement, any Preliminary Prospectus, any Free Writing Prospectus, the Prospectus or any amendment or supplement thereto relating to such Selling Stockholder.

(ii) To deliver to the Underwriters prior to the First Time of Delivery a properly completed and executed United States Treasury Department Form W-9, together with all required attachments, if any, of such Selling Stockholder.

(iii) Such Selling Stockholder will pay or cause to be paid all of the Underwriters’, brokers’ and dealers’ discounts and commissions applicable to Shares sold for the account of such Selling Stockholder. It is understood, however, that, subject to Sections 10 and 13 hereof, the Company shall bear, and the Selling Stockholder shall not be required to pay or to reimburse the Company for, all other expenses of the Selling Stockholder incurred in connection with the offering of the Shares, including, without

 

20


limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel (including the fees and disbursements of a single outside counsel for the Selling Stockholder), Securities Act liability insurance if the Company so desires or if the Underwriters so require and the reasonable fees and expenses of the independent public accountants and any special expert retained by the Company in connection with the offering, and the expense of qualifying the Shares under state blue sky laws.

The Representatives may, in their sole discretion, waive in writing the performance by the Selling Stockholder of any one or more of the foregoing covenants or extend the time for their performance.

9. The obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject to the condition that all representations and warranties and other statements of the Company and the Selling Stockholder herein are, at and as of the Applicable Time and such Time of Delivery, true and correct, the condition that the Company and the Selling Stockholder shall have performed all of its and their obligations hereunder theretofore to be performed in all material respects, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 6(a) hereof; all material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433; if the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;

(b) Ropes & Gray LLP, counsel for the Underwriters, shall have furnished to you their written opinion and negative assurance letter, dated such Time of Delivery, in form and substance satisfactory to you;

(c) Simpson Thacher & Bartlett LLP, counsel for the Company, shall have furnished to you their written opinion and negative assurance letter, dated such Time of Delivery, in form and substance satisfactory to you;

(d) Simpson Thacher & Bartlett LLP, counsel to the Selling Stockholder, shall have furnished to you their written opinion, dated such Time of Delivery, in form and substance satisfactory to you;

(e) On the date of this Agreement, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, each of Deloitte & Touche LLP and KPMG LLP shall have furnished to the Representatives a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you;

 

21


(f) On the date of this Agreement, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, the Company shall have furnished or caused to be furnished to you a certificate, dated the respective dates of delivery thereof and addressed to the Representatives, of the chief financial officer of the Company with respect to certain financial and operating data contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, as applicable, identified by the Representatives (the “Covered Information”) in form and substance satisfactory to you;

(g) Subsequent to the Applicable Time or, if earlier, the dates as of which information is given in the Pricing Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto), there shall not have been any change, or development involving a prospective change, in the condition (financial or otherwise), business or results of operations of the Company and its subsidiaries, taken as a whole and after giving effect to the transactions contemplated by this Agreement and the Mandatory Convertible Preferred Stock Underwriting Agreement, except as set forth in or contemplated in the Pricing Disclosure Package and the Prospectus (exclusive of any supplement thereto), the effect of which is, or would reasonably be expected to become, in the judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering, sale or delivery of the Shares on the terms and in the manner contemplated in the Pricing Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto);

(h) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as such term is defined in Section 3(a)(62) of the Exchange Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities;

(i) On or after the Applicable Time, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the Exchange or the Nasdaq Global Market; (ii) a suspension or material limitation in trading in the Company’s securities on the Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment is so material and adverse that it makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated, the Pricing Disclosure Package and the Prospectus;

 

22


(j) The Shares to be sold at such Time of Delivery shall have been duly listed, subject to notice of issuance, on the Exchange;

(k) The Company shall have obtained and delivered to the Underwriters executed copies of an agreement from each of the Company’s executive officers, directors and equityholders listed on Schedule V hereto, substantially in the form of Annex III hereto;

(l) The Company shall have complied with the provisions of Section 6(c) hereof with respect to the furnishing of prospectuses on the New York Business Day next succeeding the date of this Agreement; and

(m) The Company and the Selling Stockholder shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company and of the Selling Stockholder, respectively, reasonably satisfactory to the Representatives, (i) confirming that the representations and warranties of the Company and the Selling Stockholder, respectively, herein at and as of such Time of Delivery, are true and correct, and that the Company and the Selling Stockholder have complied in all material respects with their respective obligations hereunder to be performed at or prior to such Time of Delivery and (ii) as to the matters set forth in subsections (a) and (g) of this Section.

10. (a) The Company will indemnify and hold harmless each Underwriter and the Selling Stockholder against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or Selling Stockholder may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any “roadshow” as defined in Rule 433(h) under the Act (a “roadshow”), or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, any amendment or supplement thereto or any Issuer Free Writing Prospectus, in light of the circumstances under which they were made), and will reimburse each Underwriter and the Selling Stockholder for any legal or other expenses reasonably incurred and documented by such Underwriter or such Selling Stockholder in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with the Underwriter Information. The Company also agrees to indemnify and hold harmless, JP Morgan, its affiliates, directors and officers and each person, if any, who controls JP Morgan within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities incurred as a result of JP Morgan’s participation as a “qualified

 

23


independent underwriter” within the meaning of FINRA Rule 5121 in connection with the offering of the Shares. The Company shall not be liable under this Section 10(a) to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheld.

(b) The Selling Stockholder, severally, and not jointly, agrees to indemnify and hold harmless (i) the Company, (ii) each person, if any, who controls (within the meaning of either the Act or the Exchange Act) the Company, (iii) each of the directors, (iv) each of the officers of the Company who signs the Registration Statement and (v) each Underwriter (clauses (i) through (v) together, the “Selling Stockholder Indemnified Parties”), in each case, against any losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any roadshow, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, any amendment or supplement thereto or any Issuer Free Writing Prospectus, in light of the circumstances under which they were made); provided that the Selling Stockholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission has been made in the Registration Statement, or in any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or any roadshow or in any amendment thereof or supplement thereto in reliance upon and in conformity with the Selling Stockholder Information provided by such Selling Stockholder; provided, further, that the liability under this subsection of the Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder (the “Selling Stockholder Net Proceeds”).

(c) Each Underwriter will, severally and not jointly, indemnify and hold harmless (i) the Company, (ii) each person, if any, who controls (within the meaning of either the Act or the Exchange Act) the Company, (iii) each of the directors, (iv) each of the officers of the Company who signs the Registration Statement and (v) the Selling Stockholder against any losses, claims, damages or liabilities to which the Company or such Selling Stockholder may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing

 

24


Prospectus, any roadshow or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, any amendment or supplement thereto or any Issuer Free Writing Prospectus, in light of the circumstances under which they were made), in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, any roadshow or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, in reliance upon and in conformity with the Underwriter Information; and will reimburse the Company and the Selling Stockholder for any legal or other expenses reasonably incurred and documented by the Company or such Selling Stockholder in connection with investigating or defending any such action or claim as such expenses are incurred. As used in this Agreement with respect to an Underwriter and an applicable document, “Underwriter Information” shall mean the written information furnished to the Company by or on behalf of such Underwriter through the Representatives expressly for use therein; it being understood and agreed upon that the only such information furnished by or on behalf of any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the last paragraph of the cover page regarding delivery of the Shares, the concession and reallowance figures appearing in the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”, and the information contained in the second sentence of the eighth paragraph, the ninth paragraph, the tenth paragraph and the eleventh paragraph under the caption “Underwriting (Conflicts of Interest)”.

(d) Promptly after receipt by an indemnified party under subsection (a), (b) or (c) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; provided that the failure to notify the indemnifying party shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 10 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under the preceding paragraphs of this Section 10. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if indemnity may be sought pursuant to the

 

25


last sentence of Section 10(a) above in respect of an indemnification proceeding, then, in addition to the counsel identified above, the indemnifying party shall be liable for the reasonable and documented fees and expenses of not more than one separate firm (in addition to any local counsel) for JP Morgan in its capacity as a “qualified independent underwriter”, its affiliates, directors, officers and all persons, if any, who control JP Morgan within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(e) If the indemnification provided for in this Section 10 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party, in lieu of indemnifying such indemnifying person thereunder in cases where indemnification is not available under subsection (a) or (b) above, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Stockholder on the one hand and the Underwriters (or JP Morgan in its capacity as a “qualified independent underwriter”, as the case may be) on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Selling Stockholder on the one hand and the Underwriters (or JP Morgan in its capacity as a “qualified independent underwriter”, as the case may be) on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Stockholder on the one hand and the Underwriters (or JP Morgan in its capacity as a “qualified independent underwriter”, as the case may be) on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and the Selling Stockholder bear to the total underwriting discounts and commissions received by the Underwriters (or the fee received by JP Morgan in its capacity as a “qualified independent underwriter”, as the case may be), in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Stockholder on the one hand or the Underwriters (or JP Morgan in its capacity as a “qualified independent underwriter”, as the case may be) on the other and the parties’ relative intent, knowledge,

 

26


access to information and opportunity to correct or prevent such statement or omission. The Company, the Selling Stockholder and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (e) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred and documented by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (e), (i) no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Shares to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (ii) the Selling Stockholder shall not be required to contribute any amount in excess of the Selling Stockholder Net Proceeds. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (e) to contribute are several in proportion to their respective underwriting obligations and not joint.

(f) The obligations of the Company and the Selling Stockholder under this Section 10 shall be in addition to any liability which the Company and the Selling Stockholder may otherwise have and shall extend, upon the same terms and conditions, to each employee, officer and director of each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act and the Exchange Act and each broker dealer affiliate of any Underwriter; and the obligations of the Underwriters under this Section 10 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and affiliate of the Company (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company) and to each person, if any, who controls the Company or the Selling Stockholder within the meaning of the Act and the Exchange Act.

11. (a) If any Underwriter shall default in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties satisfactory to the Company to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company and the Selling Stockholder shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholder that such Underwriters have so arranged for the purchase of such Shares, or the Company or the Selling Stockholder notifies you that it has so arranged for the purchase of such Shares, you or the Company or the Selling Stockholder shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments

 

27


or supplements to the Registration Statement or the Prospectus which in the opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you, the Company and the Selling Stockholder as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company and the Selling Stockholder shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you, the Company and the Selling Stockholder as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company and the Selling Stockholder shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter, the Company or Selling Stockholder, except for the expenses to be borne by the Company, the Selling Stockholder and the Underwriters as provided in Section 8 hereof and the indemnity and contribution agreements in Section 10 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

12. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or the Selling Stockholder, or any officer or director or controlling person of the Company, or any controlling person of the Selling Stockholder, and shall survive delivery of and payment for the Shares. Anything herein to the contrary notwithstanding, the indemnity agreement of the Company in subsection (a) of Section 10 hereof, the representations and warranties in subsections (b), (c) and (d) of Section 1 hereof and any representation or warranty as to the accuracy of the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus, any Issuer Free Writing Prospectus or the Prospectus contained in any certificate furnished by the Company pursuant to Section 9 hereof, insofar as they may constitute a basis for indemnification for liabilities (other than payment by the Company of expenses incurred

 

28


or paid in the successful defense of any action, suit or proceeding) arising under the Act, shall not extend to the extent of any interest therein of a controlling person or partner of an Underwriter who is a director, officer or controlling person of the Company when the Registration Statement has become effective [or who, with his or her consent, is named in the Registration Statement as about to become a director of the Company], except, in each case, to the extent that an interest of such character shall have been determined by a court of appropriate jurisdiction as not against public policy as expressed in the Act. Unless in the opinion of counsel for the Company the matter has been settled by controlling precedent, the Company will, if a claim for such indemnification is asserted, submit to a court of appropriate jurisdiction the question of whether such interest is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

13. If this Agreement shall be terminated pursuant to Section 11 hereof, neither the Company nor the Selling Stockholder shall then be under any liability to any Underwriter except as provided in Sections 8 and 10 hereof; but, if for any other reason, any Shares are not delivered by or on behalf of the Company and the Selling Stockholder as provided herein, the Company will reimburse the Underwriters for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred and documented by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company and the Selling Stockholder shall then be under no further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

14. In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the Representatives in care of Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department and J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Equity Syndicate Desk; if to the Selling Stockholder shall be delivered or sent by mail, telex or facsimile transmission to [•]; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Secretary, with a copy to Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017 (Fax: 212-455-2502), Attention: Joe Kaufman and Ryan Bekkerus. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and the Selling Stockholder, which information may include the name and address of their respective clients, as well as other information that will allow the underwriters to properly identify their respective clients.

 

29


15. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and the Selling Stockholder and, to the extent provided in Sections 10 and 12 hereof, the officers and directors of the Company and each person who controls the Company, the Selling Stockholder or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

16. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For purposes of this Section 16, (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) “Covered Entity” means any of the following: (x) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (y) a “covered bank” as that term is defined in, and interpreted in accordance with 12 C.F.R. § 47.3(b); or (z) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

17. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

18. The Company and the Selling Stockholder acknowledge and agree that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or the Selling Stockholder, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Stockholder on other matters) or any other obligation to the Company or the Selling Stockholder except the obligations expressly set forth in this Agreement and (iv) the Company and the Selling Stockholder has consulted its own legal and financial advisors to the extent it deemed appropriate. Other than with respect to individuals that may be affiliated with the Company’s board of directors, the Company and the Selling Stockholder agrees that it will not claim that the Underwriters, or any of them have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company or the Selling Stockholder in connection with such transaction or the process leading thereto.

 

30


19. This Agreement supersedes all prior agreements and understandings (whether written or oral) among the Company, the Selling Stockholder and the Underwriters, or any of them, with respect to the subject matter hereof.

20. This Agreement and any transaction contemplated by this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that would result in the application of any other law than the laws of the State of New York. The Company and the Selling Stockholder agree that any suit or proceeding arising in respect of this Agreement or any transaction contemplated by this Agreement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and the Company and the Selling Stockholder agree to submit to the jurisdiction of, and to venue in, such courts.

21. The Company, the Selling Stockholder and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

22. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

23. Notwithstanding anything herein to the contrary, the Company and the Selling Stockholder are authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company and the Selling Stockholder relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

[Signature Page Follows]

 

31


If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters, the Company and the Selling Stockholder. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company and the Selling Stockholder for examination upon request, but without warranty on your part as to the authority of the signers thereof.

 

Very truly yours,
Avantor, Inc.
By:  

 

  Name:
  Title:
New Mountain Partners III, L.P.
By:  

 

  Name:
  Title:

 

Accepted as of the date hereof:
Goldman Sachs & Co. LLC
By:  

 

  Name:
  Title:
J.P. Morgan Securities LLC
By:  

 

  Name:
  Title:

On behalf of each of the Underwriters


SCHEDULE I

 

Underwriter

   Total
Number of
Firm
Shares to
be
Purchased
     Number of
Optional
Shares to be
Purchased if
Maximum
Option
Exercised
 

Goldman Sachs & Co. LLC

     

J.P. Morgan Securities LLC

     

BofA Securities, Inc.

     

Barclays Capital Inc.

     

Jefferies LLC

     

Credit Suisse Securities (USA) LLC

     

Deutsche Bank Securities Inc.

     

Evercore Group L.L.C.

     

Guggenheim Securities, LLC

     

Morgan Stanley & Co. LLC

     

UBS Securities LLC

     

Citigroup Global Markets Inc.

     

Piper Jaffray & Co.

     

RBC Capital Markets, LLC

     

Robert W. Baird & Co. Incorporated

     

William Blair & Company, L.L.C.

     

Janney Montgomery Scott LLC

     

KeyBanc Capital Markets Inc.

     

PJT Partners LP

     

Raymond James & Associates, Inc.

     

Stephens Inc.

     

Stifel, Nicolaus & Company, Incorporated

     

SunTrust Robinson Humphrey, Inc.

     

Wells Fargo Securities, LLC

     

Drexel Hamilton, LLC

     
  

 

 

    

 

 

 

Total

     
  

 

 

    

 

 

 


SCHEDULE II

 

     Total Number
of

Firm Shares
to be Sold
 

The Company

  

The Selling Stockholder:

  

New Mountain Partners III, L.P.

  
  

 

 

 

Total

  
  

 

 

 


SCHEDULE III

(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package:

[Electronic roadshow dated [•]]

(b) Issuer Free Writing Prospectus included in the Pricing Disclosure Package: Pricing Term Sheet set forth in Schedule IV hereto.


SCHEDULE IV

[Attached]


SCHEDULE V

List of Officers, Directors and Equityholders to Execute the Lock-Up Agreement


ANNEX II

Form of Press Release

Avantor, Inc.

[•], 2019

Avantor, Inc. (the “Company”) announced today that Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, the senior active bookrunners in the Company’s recent public sale of [        ] shares of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to [        ] shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [        ], 20[ ], and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.


ANNEX III

Form of Lock-Up Agreement

Avantor, Inc.

Lock-Up Agreement

[•], 2019

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

As representatives of the several Underwriters

named in Schedule I to the Underwriting Agreement

c/o Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282-2198

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

 

  Re:

Avantor, Inc. - Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands that Goldman Sachs & Co. LLC (“Goldman Sachs”) and J.P. Morgan Securities LLC (“J.P. Morgan”), as representatives (the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Avantor, Inc., a Delaware corporation (the “Company”), providing for a public offering of the Common Stock of the Company (the “Shares”) pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the “SEC”). Capitalized terms used but not defined herein shall have the meaning assigned to it in the Underwriting Agreement.

In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date of this Lock-Up Agreement and continuing to and including the date 180 days after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of Goldman Sachs and J.P. Morgan, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of shares of Common Stock of the Company or options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company (a “Disposition”), whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”). The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or other securities.


If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Shares the undersigned may purchase in the offering.

[If the undersigned is an officer or director of the Company, (i) each of Goldman Sachs and J.P. Morgan agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Goldman Sachs and J.P. Morgan will notify the Company of the impending release or waiver, and (ii) the Company has agreed or will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two New York Business Days before the effective date of the release or waiver. Any release or waiver granted by Goldman Sachs and J.P. Morgan hereunder to any such officer or director shall only be effective two New York Business Days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.]1

Notwithstanding the foregoing, no Disposition of the Undersigned’s Shares or other Company securities will be deemed to occur during the Lock-Up Period with respect to:

 

  (A)

transfers of the Undersigned’s Shares

 

  (i)

as a bona fide gift or gifts;

 

  (ii)

by will or other testamentary document, or intestacy;

 

  (iii)

to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;

 

  (iv)

to any immediate family member, other dependent or any investment fund or other entity controlled or managed by the undersigned;

 

  (v)

if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (a) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (b) distributions of the Undersigned’s Shares or any security convertible into or exercisable for Shares to limited partners, limited liability company members, stockholders or subsidiaries (or their equivalents under the jurisdiction of organization of the undersigned) of the undersigned;

 

  (vi)

if the undersigned is a trust, to the beneficiary of such trust;

 

1 

NTD: Include for officers and directors only.


  (vii)

to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (vi);

 

  (viii)

to the Company in connection with the repurchase of the Undersigned’s Shares upon termination of service of the undersigned;

 

  (ix)

to the extent necessary to fund, the payment of taxes due with respect to the vesting of restricted stock, stock options or similar rights to purchase Shares pursuant to the Company’s equity incentive plans disclosed in the Prospectus;

 

  (x)

to the Company or its subsidiaries upon death, disability or termination of employment, in each case, of the undersigned pursuant to an employment agreement, a shareholders’ agreement (or equivalent) or equity award in existence on the date hereof;

 

  (xi)

to the Company or its subsidiaries (a) in the exercise of outstanding options, warrants, restricted stock units or other equity interests, including transfers deemed to occur upon the “net” or “cashless” exercise of options or (b) for the sole purpose of paying the exercise price of such options, warrants, restricted stock units or other equity interests or for paying taxes (including estimated taxes) due as a result of the exercise of such options, warrants, restricted stock units or other equity interests or as a result of the vesting of Shares under restricted stock awards pursuant to employee benefit plans disclosed in the Prospectus relating to this public offering, in each case on a “cashless” or “net exercise” basis, provided that any such Shares received upon such exercise shall be subject to the terms of this Lock-Up Agreement;

 

  (xii)

[Reserved].

 

  (xiii)

pursuant to tenders, sales or other transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of Shares involving a “change of control” (as defined below) of the Company (provided that if such transaction is not consummated, the Undersigned’s Shares shall remain subject to the restrictions set forth herein). For purposes of this clause (xiii), “change of control” means the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 51% of total voting power of the voting stock of the Company; or

 

  (xiv)

pursuant to the call or put provisions of existing employment agreements and equity grant documents, provided that any filing under Section 16(a) of the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such Section and the related rules and regulations, the reason for such disposition and that such transfer of Shares or any securities convertible into or exercisable or exchangeable for such capital stock was solely to the Company;


  (B)

the Disposition of Shares acquired by the Undersigned in this public offering or in open market transactions after completion of this public offering;

 

  (C)

the establishment of a written plan meeting the requirements of Rule 10b5-1 of the Exchange Act that does not provide for the sale or transfer of Shares during the Lock-Up Period; or

 

  (D)

transfers of Shares or other Company securities pursuant to an order of a court or regulatory agency (for purposes of this Lock-Up Agreement, a “court or regulatory agency” means any domestic or foreign, federal, state or local government, including any political subdivision thereof, any governmental or quasi-governmental authority, department, agency or official, any court or administrative body, and any national securities exchange or similar self-regulatory body or organization, in each case of competent jurisdiction) or to comply with any regulations related to ownership by the undersigned of the Undersigned’s Shares;

provided that in the case of any transfer or distribution pursuant to clauses (A)(i) through (vii), (a) such transfer shall not involve a disposition for value and (b) each transferee, beneficiary, donee, heir or distributee shall execute and deliver to Goldman Sachs and J.P. Morgan, on behalf of the Underwriters, a lock-up letter in the form of this Lock-Up Agreement; and provided, further, that in the case of any transfer or distribution (other than as a result of the vesting of Shares under restricted stock awards) pursuant to clauses (A)(i) through (vii), (A)(xi) and (B), no filing by any party (donor, donee, transferor or transferee) under the Exchange Act, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period).

For purposes of this Lock-Up Agreement, (i) “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin and (ii) “change of control” shall mean the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of the total voting power of the voting stock of the Company.

Nothing in this Lock-Up Agreement shall prevent the undersigned from making a demand for, or exercising any right with respect to, the registration of the Undersigned’s Shares, except for any such demand or any such exercise that is publicly disclosed (or required to be publicly disclosed) by the undersigned or any of its affiliates prior to the expiration of the Lock-Up Period; provided that in no event shall the Company be obligated to take an action in violation of Section 6(e) of the Underwriting Agreement.

Notwithstanding anything herein to the contrary, Goldman Sachs & Co. LLC and its affiliates, other than the undersigned, may engage in brokerage, investment advisory, financial advisory, anti-raid advisory, merger advisory, financing, asset management, trading, market making, arbitrage, principal investing and other similar activities conducted in the ordinary course of their affiliates’ business.

If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), this Lock-Up Agreement shall likewise be terminated.


This Lock-Up Agreement and any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof.

The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.

[Signature page follows]


Very truly yours,

 

Exact Name of Shareholder

 

Authorized Signature

 

Title

EX-1.2 3 d698870dex12.htm EX-1.2 EX-1.2

Exhibit 1.2

Avantor, Inc.

[•]% Series A Mandatory Convertible Preferred Stock

 

 

Underwriting Agreement

[•], 2019

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

As representatives (the “Representatives”) of the several Underwriters

named in Schedule I hereto,

c/o Goldman Sachs & Co. LLC

200 West Street,

New York, New York 10282-2198

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

Avantor, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Securities”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Securities”) of [•]% Series A Mandatory Convertible Preferred Stock, with an initial liquidation preference of $50 per share (the “Mandatory Convertible Preferred Stock”), of the Company. The Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are being collectively called the “Securities”.

The Mandatory Convertible Preferred Stock will be convertible into a variable number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Such Common Stock of the Company into which the Securities are convertible are hereinafter referred to as the “Conversion Securities”.

The terms of the Mandatory Convertible Preferred Stock will be set forth in the Certificate of Designations (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of the State of Delaware as an amendment to the Company’s Amended and Restated Certificate of Incorporation. The Company is concurrently publicly offering shares of its Common Stock (the “Common Stock Offering”) pursuant to a separate underwriting agreement (the “Common Stock Underwriting Agreement”). The offering of the Securities is contingent upon the completion of the Common Stock Offering, but the Common Stock Offering is not contingent upon the completion of the offering of the Securities, and shares of Common Stock are not being offered together with the Securities.


1. The Company represents and warrants to, and agrees with, each of the Underwriters that:

(a) A registration statement on Form S-1 (File No. 333-229578) (the “Initial Registration Statement”) in respect of the Securities and the Conversion Securities has been filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement has been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the Preliminary Prospectus relating to the Securities that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(c) hereof) is hereinafter called the “Pricing Prospectus”; such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer Free Writing Prospectus”);

(b) (A) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and (B) the Preliminary Prospectus, dated [•], 2019, each other Preliminary Prospectus subsequently filed and used during the road show and the Preliminary Prospectus included in the Pricing Disclosure Package (as defined below), at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information (as defined in Section 9(b) of this Agreement);

 

2


(c) For the purposes of this Agreement, the “Applicable Time” is [•:••][•]m (Eastern time) on the date of this Agreement. The Pricing Prospectus, as supplemented by each Issuer Free Writing Prospectus listed on Schedule II(b) hereto and the pricing information set forth in Schedule III, taken together (collectively, the “Pricing Disclosure Package”), as of the Applicable Time, did not, and as of each Time of Delivery (as defined in Section 4(a) of this Agreement) will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus does not conflict with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus and each Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package, as of the Applicable Time, did not, and as of each Time of Delivery will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with the Underwriter Information;

(d) (i)The Registration Statement conforms and any further amendments or supplements to the Registration Statement will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of each Time of Delivery, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (ii) the Prospectus and any further amendments or supplements to the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, and as of each Time of Delivery, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that, in each case of clause (i) and (ii), this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information;

(e) The Company and its subsidiaries, taken as a whole, have not, since the date of the latest financial statements included in the Pricing Prospectus, (i) sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree or (ii) entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole, in each case otherwise than as set forth or contemplated in the Pricing Disclosure Package; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Disclosure Package, there has not been (x) any change in the capital stock

 

3


(other than as a result of (i) the exercise, if any, of stock options or the award, if any, of stock options or restricted stock in the ordinary course of business pursuant to the Company’s equity plans that are described in the Pricing Disclosure Package and the Prospectus or (ii) the issuance, if any, of stock upon conversion of Company securities as described in the Pricing Disclosure Package and the Prospectus) or long-term debt of the Company or any of its subsidiaries or (y) except as otherwise set forth in the Registration Statement and the Pricing Disclosure Package, any material adverse change or development that could reasonably be expected to involve a prospective material adverse change, in the condition (financial or otherwise), business or results of operations of the Company and its subsidiaries, taken as a whole;

(f) The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Pricing Disclosure Package or where failure to have such good and marketable title or free and clear title would not reasonably be expected to have a material adverse effect, or reasonably be expected to have a prospective material adverse effect, on the condition (financial or otherwise), business or results of operations of the Company and its subsidiaries, taken as a whole after giving effect to the transactions contemplated by this Agreement and the Common Stock Underwriting Agreement (a “Material Adverse Effect”); and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not reasonably be expected to have a Material Adverse Effect;

(g) Each of the Company and each of its “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X under the Act) has (i) been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, (ii) the power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Disclosure Package, and (iii) been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except, in the case of the foregoing clauses (ii) and (iii), where the failure to be so organized, existing, qualified or in good standing or have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or impair the ability of the Company to perform its obligations under this Agreement, including the issuance and sale of the Securities, or consummate the transactions contemplated in the Pricing Disclosure Package and the Prospectus;

(h) The Certificate of Designations, the proposed form of which has been furnished to you, has been duly authorized by the Company and will have been duly executed and delivered by the Company and duly filed with the Secretary of the State of Delaware before the First Time of Delivery. The holders of the Mandatory Convertible Preferred Stock will have the rights set forth in the Certificate of Designations upon filing of the Certificate of Designations with the Secretary of State of the State of Delaware;

 

4


(i) The Company has an authorized capitalization as set forth in the Pricing Disclosure Package; all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and conform, in all material respects, to the description thereof contained in the Pricing Disclosure Package and Prospectus; and all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise set forth in the Pricing Disclosure Package and the Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for such liens or encumbrances described in the Pricing Disclosure Package and the Prospectus, including liens, encumbrances, equities or claims imposed in connection with or permitted under the debt instruments described under the heading “Description of Indebtedness”;

(j) The Securities have been duly authorized for issuance and sale by the Company and, when the Securities are issued and delivered pursuant to this Agreement, the Securities will be validly issued, fully paid and non-assessable, and will have the rights, preferences and priorities set forth in the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designation) and the issuance of such Securities will not be subject to any preemptive or similar rights other than as described in the Pricing Disclosure Package and the Prospectus;

(k) Upon issuance of the Securities in accordance with this Agreement and the Certificate of Designations, the Securities will be convertible into the Conversion Securities in accordance with the terms of the Mandatory Convertible Preferred Stock set forth in the Certificate of Designations; a number of Conversion Securities (the “Maximum Number of Conversion Securities”) equal to the sum of (x) the product of (A) the initial maximum conversion rate for the Mandatory Convertible Preferred Stock set forth in the Certificate of Designations and (B) the aggregate number of Securities and (y) the product of (A) the maximum number of shares of Common Stock that would be added to the conversion rate as set forth in the Certificate of Designations assuming (i) the Company paid no dividends on the Securities prior to the mandatory conversion date set forth in the Certificate of Designations and (ii) the Floor Price set forth in the Certificate of Designations is greater than 97% of the relevant Average Price set forth in the Certificate of Designations and (B) the aggregate number of Securities has been and will be duly authorized and reserved for issuance by all necessary corporate action of the Company; all Conversion Securities, when issued upon such conversion or delivery (as the case may be) in accordance with the terms of the Mandatory Convertible Preferred Stock set forth in the Certificate of Designations, will be validly issued, fully paid and non-assessable, will conform in all material respects to the descriptions thereof in the Pricing Disclosure Package and the Prospectus and will not be subject to any preemptive or similar rights other than as described in the Pricing Disclosure Package and the Prospectus;

(l) The issue and sale of the Securities, the issuance of a number of Conversion Securities equal to the Maximum Number of Conversion Securities issuable by the Company in accordance with the terms of the Mandatory Convertible Preferred Stock set forth in the Certificate of Designations and the compliance by the Company with this Agreement and the consummation of the transactions contemplated in this Agreement and the Pricing Prospectus will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the

 

5


Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or impair the ability of the Company to perform its obligations under this Agreement, including the issuance and sale of the Securities, or consummate the transactions contemplated in the Pricing Disclosure Package and the Prospectus, (B) result in the violation of the provisions of the certificate of incorporation or by-laws (or other applicable organizational document) of the Company or any of its subsidiaries, or (C) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except in the case of this clause (C), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or impair the ability of the Company to perform its obligations under this Agreement, including the issuance and sale of the Securities, or consummate the transactions contemplated in the Pricing Disclosure Package and the Prospectus; and no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issue and sale of the Securities and the issuance of a number of Conversion Securities equal to the Maximum Number of Conversion Securities issuable by the Company in accordance with the terms of the Certificate of Designations, or the consummation by the Company of the transactions contemplated by this Agreement, except such as have been obtained under the Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the approval by the Financial Industry Regulatory Authority (“FINRA”) of the underwriting terms and arrangements, such consents, approvals, authorizations, orders, registrations or qualifications as may be required under applicable state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters and such other consents, approvals, authorizations, orders, registrations or qualifications as shall have been obtained or made prior to the Time of Delivery;

(m) Neither the Company nor any of its subsidiaries is (i) in violation of its certificate of incorporation or by-laws (or other applicable organizational document), (ii) in violation of any applicable statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties is bound, except, in the case of the foregoing clauses (ii) and (iii), for such defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(n) The statements set forth in the Pricing Disclosure Package and the Prospectus under the captions “Description of Mandatory Convertible Preferred Stock” and “Description of Capital Stock”, insofar as they purport to constitute a summary of the terms of the Mandatory Convertible Preferred Stock and the Common Stock (including the Conversion Securities), as applicable, constitute an accurate summary of the terms of the Mandatory Convertible Preferred Stock and the Common Stock, as applicable, in all material respects;

 

6


(o) The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Certain United States Federal Income and Estate Tax Consequences to Non-U.S. Holders”, and under the caption “Underwriting (Conflicts of Interest)”, insofar as they purport to describe the provisions of the laws or regulations or legal conclusions with respect thereto and the agreements and documents referred to therein, are accurate, complete and fair in all material respects;

(p) Other than as set forth in the Pricing Disclosure Package and the Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its subsidiaries or, to the Company’s knowledge, any officer or director of the Company, is a party or of which any property of the Company or any of its subsidiaries or, to the Company’s knowledge, any officer or director of the Company, is the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries (or such officer or director), would reasonably be expected to have a Material Adverse Effect;

(q) The Company is not and, after giving effect to the offering and sale of the Securities, the issuance and delivery of the Conversion Securities in accordance with the terms set forth in the Certificate of Designation, the offering and sale of the Common Stock in the Common Stock Offering and the application of the proceeds thereof as described in “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus, will not be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(r) At the time of filing the Initial Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities, and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined under Rule 405 under the Act;

(s) Deloitte & Touche LLP, who have certified certain financial statements of the Company and its subsidiaries are independent public accountants with respect to the Company and its subsidiaries as required by the Act and the rules and regulations of the Commission thereunder;

(t) KPMG LLP, who have certified certain financial statements of VWR Corporation, are independent public accountants with respect to VWR Corporation as required by the Act and the rules and regulations of the Commission thereunder;

(u) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that (i) is designed to comply with the requirements of the Exchange Act, (ii) has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and (iii) is sufficient to provide reasonable assurance (A) that records in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (B) that transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and

 

7


directors of the Company and (C) that unauthorized acquisitions or use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or detected in a timely manner. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls over financial reporting (it being understood that this subsection shall not require the Company to comply with Section 404 of the Sarbanes-Oxley Act (as defined in Section 1(ii)) as of an earlier date than it would otherwise be required to so comply under applicable law);

(v) Since the date of the latest audited financial statements included in the Pricing Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;

(w) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to provide reasonable assurances that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure;

(x) This Agreement has been duly authorized, executed and delivered by the Company;

(y) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, controlled affiliate or other person acting on behalf of the Company or any of its subsidiaries has (i) offered, promised, provided, or authorized the provision of any money, property, contribution, gift, entertainment or other thing of value, directly or knowingly indirectly, to any one acting in an official capacity, to unlawfully influence an official action or secure an improper advantage or (ii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law;

(z) The operations of the Company and its subsidiaries are and have been conducted at all times during the past five years in compliance with the requirements of applicable anti-money laundering laws, including, but not limited to, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, and the applicable anti-money laundering laws of the various jurisdictions in which the Company and its subsidiaries conduct business (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened;

 

8


(aa) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or controlled affiliate of the Company or any of its subsidiaries, is currently (i) the subject or the target of any trade, economic or financial sanctions laws, regulations, embargoes, and restrictive measures administered or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union, Her Majesty’s Treasury, the United Nations Security Council, the Swiss State Secretariat for Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”); (ii) located in or organized under the laws of a country or territory which is the subject of country- or territory-wide Sanctions (including without limitation Cuba, Iran, North Korea, Syria, or the Crimea region) (“Sanctioned Territory”), and (iii) majority-owned or controlled by anyone subject to Sanctions or located in any Sanctioned Territory. The Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) for the purpose of funding or facilitating any activities of or business with any person subject to Sanctions, or in any country or territory, that, at the time of such funding, is a Sanctioned Territory in each case to the extent prohibited by Sanctions, or (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions;

(bb) The financial statements of the Company, together with the related schedules and notes, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly, in all material respects, the financial position of the Company and its subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as disclosed therein. The supporting schedules, if any, present fairly in accordance with GAAP, in all material respects, the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and, other than non-GAAP measures, have been presented on a basis consistent with that of the financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the Pricing Prospectus or the Prospectus under the Act or the rules and regulations promulgated thereunder;

(cc) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses, and, to the knowledge of the Company and its subsidiaries, the conduct of their respective businesses does not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement, misappropriation or conflict with any such rights of others in connection with its patents, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, in each case, which could reasonably be expected to result in a Material Adverse Effect;

 

9


(dd) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect;

(ee) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Act to be described in the Pricing Disclosure Package and the Prospectus and that is not so described in such documents;

(ff) (1) The Company and its subsidiaries (a) are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees, orders and the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the generation, storage, treatment, use, handling, transportation, Release (as defined below) or threat of Release of Hazardous Materials (as defined below) (collectively, “Environmental Laws”), (b) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses and (c) have not received notice of any actual or potential liability under or relating to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any Release or threat of Release of Hazardous Materials, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; and (2) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, including costs for the investigation and remediation of real property impacted by Releases of Hazardous Materials, except in the case of each of (1) and (2) above, for any such matter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (3) except as described in the Registration Statement, the Pricing Prospectus or the Prospectus, (a) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (b) the Company and its subsidiaries are not aware of any requirements to comply with Environmental Laws that could reasonably be expected to have a material

 

10


effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (c) none of the Company and its subsidiaries anticipates material capital expenditures for environmental control facilities for the remainder of its current fiscal year or for its succeeding fiscal year.

“Hazardous Materials” means any material, chemical, substance, waste, pollutant, contaminant, compound, mixture, or constituent thereof, in any form or amount, including petroleum (including crude oil or any fraction thereof) and petroleum products, natural gas liquids, asbestos and asbestos containing materials, naturally occurring radioactive materials, brine, and drilling mud, which is regulated or can give rise to liability under any Environmental Law. “Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing or migrating in, into or through the environment, or in, into, from or through any building or structure;

(gg) (1) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Code) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (2) no prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (3) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period); (4) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (5) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur; (6) neither the Company nor any member of its Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation (the “PBGC”), in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA); and (7) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the PBGC or any other governmental agency or any foreign regulatory agency with respect to any Plan, except where such noncompliance, occurrence of prohibited transaction, failure to satisfy minimum funding standard, failure to exceed the value of benefits, occurrence of a reportable event, incurrence of liability, or audit or investigation, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(hh) The Company and its subsidiaries have insurance in such amounts (after giving effect to any self-insurance reasonably and customary for similarly situated persons engaged in the same or similar businesses as the Company) and insures against such losses and risks as are adequate and customary for its business; and the Company

 

11


does not have reason to believe that it or any of its subsidiaries will not be able to renew its existing insurance coverage as and when such coverage expires or, alternatively, to obtain comparable coverage from similar institutions as may be necessary to conduct its business and at a cost that would not reasonably be expected to have a Material Adverse Effect;

(ii) Solely to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”) have been applicable to the Company, there has been no failure on the part of the Company to comply in all material respects with the Sarbanes-Oxley Act, including Section 402 related to loans and Sections 302 and 906 related to certifications;

(jj) With respect to the stock options and other equity-based awards (collectively, the “Equity-Based Grants”) granted pursuant to the equity-based compensation plans of the Company or its subsidiaries (the “Company Equity Plans”) except as would not reasonably be expected, individually or in the aggregate, to have a Materially Adverse Effect, (i) each Equity-Based Grant intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of an Equity-Based Grant was duly authorized no later than the date on which the grant of such Equity-Based Grant was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the applicable partners or board of directors or managers (or a duly constituted and authorized committee thereof) and any required stockholder, unitholder or member approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Equity Plans and all applicable laws and regulatory rules or requirements, and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and its subsidiaries;

(kk) The Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the date hereof (taking into account valid and timely requested extensions of time to file), except in any case in which the failure to so file would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and, except as set forth in the Pricing Disclosure Package, the Company and its subsidiaries have paid all taxes required to be paid by them, except for any such taxes currently being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with GAAP or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company or any of its subsidiaries, there is no tax deficiency that has been asserted against the Company or any of its subsidiaries or any of their respective properties or assets, that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(ll) Except as described in the Pricing Disclosure Package and the Prospectus, no person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Securities by the Company;

(mm) The Company has not taken, directly or indirectly, any action designed to cause or result in, or which has constituted or which would reasonably be expected to constitute, the stabilization or manipulation of the price of the Securities (it being understood that the Company makes no representation with respect to any action taken by any Underwriter or their affiliates);

 

12


(nn) Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and other than restrictions relating to distributable reserves and similar concepts in the certificate of incorporation or similar organizational documents, no subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock or similar ownership interest, from repaying to the Company, any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company; and

(oo) Except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, (ii) the Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same, (iii) the Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification and (iv) the Company and its subsidiaries have used reasonable best efforts to take all necessary actions to prepare to comply with the European Union General Data Protection Regulation (and all other applicable laws and regulations with respect to Personal Data.

2. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $[•], the number of Firm Securities (to be adjusted by you so as to eliminate fractional shares) set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (a) of this

 

13


Section 2 (provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities), that portion of the number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereto) and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The public offering price of the Securities is not in excess of the price recommended by J.P. Morgan Securities LLC (“JP Morgan”), acting as a “qualified independent underwriter” within the meaning of Rule 5121 of FINRA.

The Company hereby grants to the Underwriters the right to purchase at their election up to [•] Optional Securities, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering over-allotments in the sale of the Firm Securities, provided that the purchase price per Optional Security shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

3. Upon the authorization by you of the release of the Firm Securities, the several Underwriters propose to offer the Firm Securities for sale upon the terms and conditions set forth in the Pricing Disclosure Package and the Prospectus.

4. (a) The Securities to be purchased by each Underwriter hereunder, in definitive or book-entry form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company shall be delivered by or on behalf of the Company to the Representatives, through the facilities of the Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at least forty-eight hours in advance. The Company will cause the certificates, if any, representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm Securities, 9:30 a.m., New York City time, on [•], 2019 or such other time and date as the Representatives and the Company may agree upon in writing, and, with respect to the Optional Securities, 9:30 a.m., New York City time, on the date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election to purchase such Optional Securities, or such other time and

 

14


date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Firm Securities is herein called the “First Time of Delivery”, such time and date for delivery of the Optional Securities, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”.

(b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross receipt for the Securities, will be delivered at the offices of Ropes & Gray LLP: 1211 Avenue of the Americas, New York, New York 10036 (the “Closing Location”), and the Securities will be delivered through the facilities of DTC, in the case of book-entry Securities, or in the case of certificated Securities, at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at [•:••] p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

5. The Company agrees with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A under the Act; the Company will not file any amendment or any supplement to the Registration Statement or the Prospectus prior to the last Time of Delivery to which the Representatives reasonably object by written notice to the Company in a timely manner; to advise the Representatives, promptly after the Company receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish the Representatives with copies thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to advise the Representatives, promptly after the Company receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Securities, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;

(b) To take such action as the Representatives may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in

 

15


connection therewith in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would reasonably be expected to subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject or to subject themselves to taxation in excess of a nominal amount in respect of doing business in any jurisdiction;

(c) Prior to 10:00 a.m., New York City time, on the second New York Business Day next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Act, to notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Securities at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;

(d) To make generally available to its securityholders as soon as practicable, but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act) (which may be satisfied by filing with the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

(e)(1) During the period beginning from the date hereof and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), not to (i) offer, sell, contract to sell, pledge, grant any option to purchase or otherwise transfer or dispose of, directly or indirectly, or publicly file with or confidentially submit to the Commission a registration statement under the Act relating to, any Mandatory Convertible Preferred Stock or securities convertible into or exercisable or exchangeable for Mandatory Convertible Preferred Stock or Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or

 

16


other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Mandatory Convertible Preferred Stock or the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Mandatory Convertible Preferred Stock, the Common Stock or such other securities, in cash or otherwise, without the prior written consent of each of Goldman Sachs & Co. LLC and JP Morgan and in each case, other than (A) the Securities to be sold hereunder and the Common Stock to be sold in the Common Stock Offering, (B) any options or other awards (including without limitation, restricted stock or restricted stock units), or the shares of Common Stock issued with respect to, or upon the exercise of, such options and other awards, granted under the Company Equity Plans disclosed in the Registration Statement, (C) the filing of a registration statement on Form S-8, and the issuance of securities registered thereunder, relating to any benefit plans or arrangements disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the issuance of shares of Common Stock in connection with the acquisition of the assets of, or a majority of controlling portion of the equity of, or a business combination or a joint venture with, another entity in connection with such business combination or such acquisition by the Company or any of its subsidiaries of such entity, (E) the issuance of shares of Common Stock (including without limitation, restricted stock or restricted stock awards) in connection with joint ventures, commercial relationships or other strategic transactions, provided that the aggregate number of shares issued or issuable pursuant to clauses (D) and (E) does not exceed 10% of the number of shares of Common Stock outstanding immediately after the Common Stock Offering and prior to such issuance, each recipient of any such securities shall execute and deliver to the Representatives an agreement substantially in the form of Annex II hereto and (F) the issuance, if any, of Conversion Securities pursuant to the terms of the Certificate of Designations;

(2) If each of Goldman Sachs & Co. LLC and JP Morgan, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(k) hereof, in each case for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Annex I hereto through a major news service at least two business days before the effective date of the release or waiver.

(f) To use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Pricing Disclosure Package under the caption “Use of Proceeds”;

(g) To use its reasonable best efforts to list, subject to notice of issuance, the Securities and a number of Conversion Securities equal to the Maximum Number of Conversion Securities on the New York Stock Exchange (the “Exchange”);

(h) To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Act;

(i) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 3a of the Commission’s Informal and Other Procedures (17 CFR 202.3a);

 

17


(j) To reserve and keep available at all times, beginning at the First Time of Delivery, free of preemptive or similar rights, a number of Conversion Securities equal to the Maximum Number of Conversion Securities; and

(k) During the period from and including the date hereof through and including the earlier of (a) the purchase by the Underwriters of all of the Optional Securities and (b) the expiration of the Underwriters’ option to purchase Optional Securities, to not authorize or cause any act or thing that would result in an adjustment of the conversion rate of the Mandatory Convertible Preferred Stock.

6. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; and each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act required to be filed with the Commission; any such free writing prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule II(a) and II(b) hereto (including the final term sheet set forth on Schedule III);

(b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and the Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show; and

(c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus and prior to the Time of Delivery any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with the Underwriter Information.

7. The Company covenants and agrees with the several Underwriters and the several Underwriters covenant and agree with the Company that:

 

18


(a) the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities and the Conversion Securities under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities and the Conversion Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey in an amount not to exceed $10,000 (iv) all fees and expenses in connection with listing the Securities and the Conversion Securities on the Exchange; (v) the filing fees incident to, and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with, any filing with and clearance of and any required review of the offering by FINRA of the terms of the sale of the Securities or the terms of the Conversion Securities (including the fees and expenses of JP Morgan, acting as “qualified independent underwriter” within the meaning of the aforementioned FINRA Rule 5121) in an amount not to exceed $75,000 for such fees and disbursements of counsel only; (vi) the cost of preparing stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses associated with the preparation or dissemination of any electronic roadshow, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, (ix) the transportation and other expenses incurred by or on behalf of the Company in connection with presentations to potential purchasers of the Securities, including any “road show” (and including one half of the cost of all chartered aircraft or other chartered transportation used in connection with any “road show”) and (x) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section.

(b) Notwithstanding anything in clause (a) above, it is understood, however, that, except as provided in this Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses in connection with presentations for prospective purchasers of the Securities including the transportation and other expenses incurred by or on behalf of the Underwriters in connection with presentations to prospective purchasers of the Securities, including any “road show” (and including one half of the cost of all chartered aircraft or other chartered transportation used on connection with any “road show”), and the fees of their counsel, stock transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

 

19


8. The obligations of the Underwriters hereunder, as to the Securities to be delivered at each Time of Delivery, shall be subject to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Applicable Time and such Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed in all material respects, and the following additional conditions:

(a) The closing of the Common Stock Offering by the Company shall have occurred prior to or simultaneously with the closing of the offering of the Mandatory Convertible Preferred Stock pursuant to this Agreement; provided that the obligation of the Company to consummate the issuance and sale of the Firm Securities to the Underwriters shall also be subject to such condition;

(b) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433; if the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;

(c) Ropes & Gray LLP, counsel for the Underwriters, shall have furnished to you their written opinion and negative assurance letter, dated such Time of Delivery, in form and substance satisfactory to you;

(d) Simpson Thacher & Bartlett LLP, counsel for the Company, shall have furnished to you their written opinion and negative assurance letter, dated such Time of Delivery, in form and substance satisfactory to you;

(e) On the date of this Agreement, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, each of Deloitte & Touche LLP and KPMG LLP shall have furnished to the Representatives a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you;

(f) On the date of this Agreement, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, the Company shall have furnished or caused to be furnished to you a certificate, dated the respective dates of delivery thereof and addressed to the Representatives, of the chief financial officer of the Company with respect to certain financial and operating data contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, as applicable, identified by the Representatives (the “Covered Information”) in form and substance satisfactory to you;

 

20


(g) Subsequent to the Applicable Time or, if earlier, the dates as of which information is given in the Pricing Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto), there shall not have been any change, or development involving a prospective change, in the condition (financial or otherwise), business or results of operations of the Company and its subsidiaries, taken as a whole and after giving effect to the transactions contemplated by this Agreement and the Common Stock Underwriting Agreement, except as set forth in or contemplated in the Pricing Disclosure Package and the Prospectus (exclusive of any supplement thereto), the effect of which is, or would reasonably be expected to become, in the judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto);

(h) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as such term is defined in Section 3(a)(62) of the Exchange Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities;

(i) On or after the Applicable Time, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the Exchange or the Nasdaq Global Market; (ii) a suspension or material limitation in trading in the Company’s securities on the Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment is so material and adverse that it makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities being delivered at such Time of Delivery on the terms and in the manner contemplated, the Pricing Disclosure Package and the Prospectus;

(j) The Securities to be sold at such Time of Delivery and the Maximum Number of Conversion Shares shall have been duly listed, subject to notice of issuance, on the Exchange;

(k) The Company shall have obtained and delivered to the Underwriters executed copies of an agreement from each of the Company’s executive officers, directors and equityholders listed on Schedule IV hereto, substantially in the form of Annex II hereto, which, for the avoidance of doubt, can be the agreement provided pursuant to the Common Stock Underwriting Agreement;

(l) The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the New York Business Day next succeeding the date of this Agreement;

 

21


(m) The Certificate of Designations for the Mandatory Convertible Preferred Stock shall have been filed with the Secretary of State of the State of Delaware and become effective and the Company shall have delivered a certified copy thereof to the Representatives; and

(n) The Company shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company reasonably satisfactory to the Representatives, (i) confirming that the representations and warranties of the Company herein at and as of such Time of Delivery, are true and correct, and that the Company has complied in all material respects with all of its obligations hereunder to be performed at or prior to such Time of Delivery and (ii) as to the matters set forth in subsections (b) and (g) of this Section.

9. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any “roadshow” as defined in Rule 433(h) under the Act (a “roadshow”), or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, any amendment or supplement thereto or any Issuer Free Writing Prospectus, in light of the circumstances under which they were made), and will reimburse each Underwriter for any legal or other expenses reasonably incurred and documented by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with the Underwriter Information. The Company also agrees to indemnify and hold harmless, JP Morgan, its affiliates, directors and officers and each person, if any, who controls JP Morgan within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities incurred as a result of JP Morgan’s participation as a “qualified independent underwriter” within the meaning of FINRA Rule 5121 in connection with the offering of the Securities. The Company shall not be liable under this Section 9(a) to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheld.

 

22


(b) Each Underwriter will, severally and not jointly, indemnify and hold harmless (i) the Company, (ii) each person, if any, who controls (within the meaning of either the Act or the Exchange Act) the Company, (iii) each of the directors and (iv) each of the officers of the Company who signs the Registration Statement, against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, any roadshow or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, any amendment or supplement thereto or any Issuer Free Writing Prospectus, in light of the circumstances under which they were made), in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, any roadshow or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, in reliance upon and in conformity with the Underwriter Information; and will reimburse the Company for any legal or other expenses reasonably incurred and documented by the Company in connection with investigating or defending any such action or claim as such expenses are incurred. As used in this Agreement with respect to an Underwriter and an applicable document, “Underwriter Information” shall mean the written information furnished to the Company by or on behalf of such Underwriter through the Representatives expressly for use therein; it being understood and agreed upon that the only such information furnished by or on behalf of any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the last paragraph of the cover page regarding delivery of the Securities, the concession and reallowance figures appearing in the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”, and the information contained in the second sentence of the eighth paragraph, the ninth paragraph, the tenth paragraph and the eleventh paragraph under the caption “Underwriting (Conflicts of Interest)”.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; provided that the failure to notify the indemnifying party shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 9 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under the preceding paragraphs of this Section 9. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party

 

23


similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if indemnity may be sought pursuant to the last sentence of Section 9(a) above in respect of an indemnification proceeding, then, in addition to the counsel identified above, the indemnifying party shall be liable for the reasonable and documented fees and expenses of not more than one separate firm (in addition to any local counsel) for JP Morgan in its capacity as a “qualified independent underwriter”, its affiliates, directors, officers and all persons, if any, who control JP Morgan within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party, in lieu of indemnifying such indemnifying person thereunder in cases where indemnification is not available under subsection (a) or (b) above, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters (or JP Morgan in its capacity as a “qualified independent underwriter”, as the case may be) on the other from the offering of the Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters (or JP Morgan in its capacity as a “qualified independent underwriter”, as the case may be) on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters (or JP Morgan in its capacity as a “qualified independent underwriter”, as the case may be) on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters (or the fee received by JP Morgan in its capacity as a “qualified independent underwriter”, as the

 

24


case may be), in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters (or JP Morgan in its capacity as a “qualified independent underwriter”, as the case may be) on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred and documented by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e) The obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each employee, officer and director of each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act and the Exchange Act and each broker dealer affiliate of any Underwriter; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and affiliate of the Company (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company) and to each person, if any, who controls the Company within the meaning of the Act and the Exchange Act.

10. (a) If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties satisfactory to the Company to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that such Underwriters have so arranged for the purchase of such Securities, or the Company notifies you that it has so arranged for the purchase of such Securities, you or the Company shall have the right to postpone such Time of Delivery for

 

25


a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities.

(b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Securities to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Securities which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Securities which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Securities which remains unpurchased exceeds one-eleventh of the aggregate number of all the Securities to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

11. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Securities. Anything herein to the contrary notwithstanding, the indemnity agreement of the Company in subsection (a) of Section 9 hereof, the representations and warranties in subsections (b), (c) and (d) of Section 1 hereof and any representation or warranty as to the accuracy of the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus, any Issuer Free Writing Prospectus or the Prospectus contained in any certificate furnished by the Company pursuant to Section 8 hereof, insofar as they may constitute a basis for

 

26


indemnification for liabilities (other than payment by the Company of expenses incurred or paid in the successful defense of any action, suit or proceeding) arising under the Act, shall not extend to the extent of any interest therein of a controlling person or partner of an Underwriter who is a director, officer or controlling person of the Company when the Registration Statement has become effective [or who, with his or her consent, is named in the Registration Statement as about to become a director of the Company], except, in each case, to the extent that an interest of such character shall have been determined by a court of appropriate jurisdiction as not against public policy as expressed in the Act. Unless in the opinion of counsel for the Company the matter has been settled by controlling precedent, the Company will, if a claim for such indemnification is asserted, submit to a court of appropriate jurisdiction the question of whether such interest is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

12. If this Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason, any Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred and documented by the Underwriters in making preparations for the purchase, sale and delivery of the Securities not so delivered, but the Company shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.

13. In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the Representatives in care of Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department and J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Equity Syndicate Desk; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Secretary, with a copy to Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017 (Fax: 212-455-2502), Attention: Joe Kaufman and Ryan Bekkerus. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the underwriters to properly identify their respective clients.

 

27


14. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

15. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For purposes of this Section 15, (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) “Covered Entity” means any of the following: (x) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (y) a “covered bank” as that term is defined in, and interpreted in accordance with 12 C.F.R. § 47.3(b); or (z) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

16. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

17. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. Other than with respect to individuals that may be affiliated with the Company’s board of directors, the Company agrees that it will not claim that the Underwriters, or any of them have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company in connection with such transaction or the process leading thereto.

 

28


18. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

19. This Agreement and any transaction contemplated by this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that would result in the application of any other law than the laws of the State of New York. The Company agrees that any suit or proceeding arising in respect of this Agreement or any transaction contemplated by this Agreement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and the Company agrees to submit to the jurisdiction of, and to venue in, such courts.

20. The Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

21. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

22. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

[Signature Page Follows]

 

29


If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof.

 

Very truly yours,
Avantor, Inc.
By:  

 

  Name:
  Title:

 

Accepted as of the date hereof:
Goldman Sachs & Co. LLC
By:  

 

  Name:
  Title:
J.P. Morgan Securities LLC
By:  

 

  Name:
  Title:

On behalf of each of the Underwriters


SCHEDULE I

 

Underwriter

   Total
Number of
Firm
Securities
to be
Purchased
     Number of
Optional
Securities to
be Purchased
if Maximum
Option
Exercised
 

Goldman Sachs & Co. LLC

     

J.P. Morgan Securities LLC

     

BofA Securities, Inc.

     

Barclays Capital Inc.

     

Jefferies LLC

     

Credit Suisse Securities (USA) LLC

     

Deutsche Bank Securities Inc.

     

Evercore Group L.L.C.

     

Guggenheim Securities, LLC

     

Morgan Stanley & Co. LLC

     

UBS Securities LLC

     

Citigroup Global Markets Inc.

     

Piper Jaffray & Co.

     

RBC Capital Markets, LLC

     

Robert W. Baird & Co. Incorporated

     

William Blair & Company, L.L.C.

     

Janney Montgomery Scott LLC

     

KeyBanc Capital Markets Inc.

     

[PJT Partners LP]

     

Raymond James & Associates, Inc.

     

Stephens Inc.

     

Stifel, Nicolaus & Company, Incorporated

     

SunTrust Robinson Humphrey, Inc.

     

Wells Fargo Securities, LLC

     

Drexel Hamilton, LLC

     
  

 

 

    

 

 

 

Total

     
  

 

 

    

 

 

 


SCHEDULE II

(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package:

[Electronic roadshow dated [•]]

(b) Issuer Free Writing Prospectus included in the Pricing Disclosure Package: Pricing Term Sheet set forth in Schedule III hereto.


SCHEDULE III

[Attached]


SCHEDULE IV

List of Officers, Directors and Equityholders to Execute the Lock-Up Agreement


ANNEX I

Form of Press Release

Avantor, Inc.

[•], 2019

Avantor, Inc. (the “Company”) announced today that Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, the senior active bookrunners in the Company’s recent public sale of [             ] shares of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to [             ] shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [             ], 20[    ], and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.


ANNEX II

Form of Lock-Up Agreement

[Form of common stock UA under separate cover]

EX-3.1 4 d698870dex31.htm EX-3.1 EX-3.1

Exhibit 3.1

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

AVANTOR, INC.

* * * * *

The present name of the corporation is Avantor, Inc. (the “Corporation”). The Corporation was incorporated under the name “Vail Holdco Corp” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on May 3, 2017, which was amended and restated on November 21, 2017 (as amended, the “First Amended and Restated Certificate of Incorporation”). The First Amended and Restated Certificate of Incorporation was amended on February 6, 2019 to change the name of the Corporation from “Vail Holdco Corp” to “Avantor, Inc.” The First Amended and Restated Certificate of Incorporation was amended on [•], 2019 to effect a 5-for-one stock split of the then-outstanding common stock, par value $0.01 per share, of the Corporation. This Second Amended and Restated Certificate of Incorporation of the Corporation, which restates and integrates and also further amends the provisions of the First Amended and Restated Certificate of Incorporation, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware (as the same exists or may hereafter be amended from time to time, the “DGCL”) and by the written consent of its stockholders in accordance with Section 228 of the DGCL.

The First Amended and Restated Certificate of Incorporation is hereby amended, integrated and restated to read in its entirety as follows:

ARTICLE I

NAME

The name of the Corporation is Avantor, Inc.

ARTICLE II

REGISTERED OFFICE AND AGENT

The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 251 Little Falls Drive in the City of Wilmington, County of New Castle, Delaware 19808. The name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company.


ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under DGCL.

ARTICLE IV

CAPITAL STOCK

The total number of shares of all classes of stock that the Corporation shall have authority to issue is 825,000,000, which shall be divided into two classes as follows:

750,000,000 shares of common stock, par value $0.01 per share (“Common Stock”); and

75,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”).

 

I.

Capital Stock.

A. Common Stock and Preferred Stock may be issued from time to time by the Corporation for such consideration as may be fixed by the Board of Directors of the Corporation (the “Board of Directors”). The Board of Directors is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix, without further stockholder approval, the designation of such series, the powers (including voting powers), preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, of such series of Preferred Stock and the number of shares of such series, which number the Board of Directors may, except where otherwise provided in the designation of such series, increase (but not above the total number of authorized shares of Preferred Stock) or decrease (but not below the number of shares of such series then outstanding) and as may be permitted by the DGCL. The powers, preferences and relative, participating, optional and other special rights of, and the qualifications, limitations or restrictions thereof, of each series of Preferred Stock, if any, may differ from those of any and all other series at any time outstanding.

B. The Board of Directors has authorized the issuance of a series of Preferred Stock, the Series A mandatory convertible preferred stock, par value $0.01 (the “Mandatory Convertible Preferred Stock”), with the powers, preferences, rights, qualifications, limitations and restrictions as set forth in the certificate of designations for the Mandatory Convertible Preferred Stock attached hereto as Annex A.

C. The Corporation has previously issued a series of Preferred Stock, the Series A preferred stock, par value $0.01 per share (the “Senior Preferred Stock”), with the powers, preferences, rights, qualifications, limitations and restrictions as set forth in the certificate of designations for the Senior Preferred Stock attached hereto as Annex B.

 

2


D. The Corporation has previously issued a series of Preferred Stock, the junior convertible preferred stock, par value $0.01 per share (the “Junior Convertible Preferred Stock”), with the powers, preferences, rights, qualifications, limitations and restrictions as set forth in the certificate of designations for the Junior Convertible Preferred Stock attached hereto as Annex C.

E. Each holder of record of Common Stock, as such, shall have one vote for each share of Common Stock which is outstanding in his, her or its name on the books of the Corporation on all matters on which stockholders are entitled to vote generally. Except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Second Amended and Restated Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Second Amended and Restated Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) or pursuant to the DGCL.

F. Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled to only such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate of Incorporation (or any certificate of designation relating to such series of Preferred Stock).

G. Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the payment of dividends, dividends may be declared and paid ratably on the Common Stock out of the assets of the Corporation which are legally available for this purpose at such times and in such amounts as the Board of Directors in its discretion shall determine.

H. Upon the dissolution, liquidation or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and subject to the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the distribution of assets of the Corporation upon such dissolution, liquidation or winding up of the Corporation, the holders of Common Stock shall be entitled to receive the remaining assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them.

I. The number of authorized shares of Preferred Stock or Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of any of the Common Stock or the Preferred Stock voting separately as a class shall be required therefor, unless a vote of any such holder is required pursuant to this Second Amended and Restated Certificate of Incorporation (or any certificate of designation relating to any series of Preferred Stock).

 

3


ARTICLE V

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS

A. Notwithstanding anything contained in this Second Amended and Restated Certificate of Incorporation to the contrary, in addition to any vote required by applicable law, the following provisions in this Second Amended and Restated Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 6623% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class: this Article V, Article VI, Article VII, Article VIII and Article IX. For the purposes of this Second Amended and Restated Certificate of Incorporation, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

B. The Board of Directors is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the amended and restated bylaws of the Corporation (as in effect from time to time, the “Bylaws”) without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Second Amended and Restated Certificate of Incorporation. Notwithstanding anything to the contrary contained in this Second Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote of the stockholders, in addition to any vote of the holders of any class or series of capital stock of the Corporation required herein (including any certificate of designation relating to any series of Preferred Stock), by the Bylaws or applicable law, the affirmative vote of the holders of at least 6623% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.

ARTICLE VI

BOARD OF DIRECTORS

A. Except as otherwise provided in this Second Amended and Restated Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Except as otherwise provided for or fixed pursuant to the provisions of Article IV (including any certificate of designation with respect to any series of Preferred Stock) and this Article VI relating to the rights of the holders of any series of Preferred Stock to elect additional directors and except as set forth in the terms of (i) the Stockholders Agreement of the Corporation, dated as of November 21, 2017 (as the same was amended on March 15, 2018, and as may be further amended, supplemented, restated or otherwise modified from time to time, the “Stockholders Agreement”), by and among the Corporation, certain affiliates of New Mountain Capital, LLC (together with its affiliates and subsidiaries and its and their successors and assigns (other than the Corporation and its subsidiaries), collectively, “NMC”), Broad Street Principal Investments, L.L.C. (“BSPI”), NuSil, LLC, NuSil 2.0 LLC, Galvaude Private Investments, Inc. and each of the other stockholders of the Corporation party thereto and (ii) the Investor Rights Agreement, dated as of [•], 2019 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Investor Rights Agreement”), by and between the Corporation and New Mountain Partners III,

 

4


L.P., an affiliate of NMC, the total number of directors shall be determined from time to time exclusively by resolution adopted by the Board of Directors. The directors (other than those directors elected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be) shall initially be divided into three classes designated Class I, Class II and Class III. Each class shall consist, as nearly as possible, of one-third of the total number of such directors. Class I directors shall initially serve for a term expiring at the first annual meeting of stockholders following the date the Common Stock is first publicly traded (the “IPO Date”), Class II directors shall initially serve for a term expiring at the second annual meeting of stockholders following the IPO Date and Class III directors shall initially serve for a term expiring at the third annual meeting of stockholders following the IPO Date. At the first and second annual meetings of stockholders following the IPO Date, successors to the class of directors whose term expires at that annual meeting shall be elected for a term expiring at the third annual meeting of stockholders following the IPO Date. From and after the third annual meeting of stockholders following the IPO Date, directors shall constitute one class and be elected for a term expiring at the next annual meeting of stockholders. If the number of such directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any such additional director of any class elected to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director. Subject to the terms of the Stockholders Agreement and the Investor Rights Agreement (including, without limitation, provisions thereof relating to the rights of the parties thereto to nominate individuals for election to the Board of Directors), any such director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be elected and qualified, or his or her death, resignation, retirement, disqualification or removal from office. The Board of Directors is authorized to assign members of the Board of Directors already in office prior to the IPO Date to their respective class.

B. Any newly-created directorship on the Board of Directors that results from an increase in the number of directors and any vacancy occurring in the Board of Directors shall, unless otherwise required by law or by resolution of the Board of Directors, be filled only by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.

C. Subject to rights granted to BSPI under the Stockholders Agreement and rights granted to NMC under the Investor Rights Agreement, any or all of the directors (other than the directors elected by the holders of any series of Preferred Stock of the Corporation, voting separately as a series or together with one or more other such series, as the case may be) may be removed at any time either with or without cause by the affirmative vote of at least 6623% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class.

D. Elections of directors need not be by written ballot unless the Bylaws shall so provide.

 

5


E. During any period when the holders of any series of Preferred Stock, voting separately as a series or together with one or more series, have the right to elect additional directors, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, resignation, retirement, disqualification or removal. Except as otherwise provided by the Board of Directors in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly.

ARTICLE VII

LIMITATION OF DIRECTOR LIABILITY

A. To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty owed to the Corporation or its stockholders.

B. Neither the amendment nor repeal of this Article VII, nor the adoption of any provision of this Second Amended and Restated Certificate of Incorporation, nor, to the fullest extent permitted by the DGCL, any modification of law shall eliminate, reduce or otherwise adversely affect any right or protection of a current or former director of the Corporation existing at the time of such amendment, repeal, adoption or modification.

ARTICLE VIII

ANNUAL AND SPECIAL MEETINGS OF STOCKHOLDERS

A. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders; provided, however, that any action required or permitted to be taken by the holders of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable certificate of designation relating to such series of Preferred Stock.

B. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time only by or at the direction of the Board of Directors or the Chairman of the Board of Directors.

 

6


C. An annual meeting of stockholders for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, on such date, and at such time as shall be fixed exclusively by resolution of the Board of Directors or a duly authorized committee thereof.

ARTICLE IX

DGCL SECTION 203 AND BUSINESS COMBINATIONS

A. The Corporation hereby expressly elects not to be governed by Section 203 of the DGCL.

B. Notwithstanding the foregoing, the Corporation shall not engage in any business combination (as defined below), at any point in time at which the Corporation’s Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, with any interested stockholder (as defined below) for a period of three (3) years following the time that such stockholder became an interested stockholder, unless:

 

  1.

prior to such time, the Board of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder, or

 

  2.

upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or

 

  3.

at or subsequent to such time, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 6623% of the outstanding voting stock of the Corporation which is not owned by the interested stockholder.

C. The restrictions contained in this Article IX shall not apply if a stockholder becomes an interested stockholder inadvertently and (i) as soon as practicable divests itself of ownership of sufficient shares so that the stockholder ceases to be an interested stockholder; and (ii) would not, at any time within the three-year period immediately prior to a business combination between the Corporation and such stockholder, have been an interested stockholder but for the inadvertent acquisition of ownership.

D. For purposes of this Article IX, references to:

 

7


  1.

affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person.

 

  2.

associate,” when used to indicate a relationship with any person, means: (i) any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock; (ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.

 

  3.

NMC/BSPI Direct Transferee” means any person that acquires (other than in a registered public offering or through a broker’s transaction executed on any securities exchange or other over-the-counter market) directly from any of NMC, BSPI or any of their respective affiliates or successors or any “group,” or any member of any such group, of which such persons are a party under Rule 13d-5 of the Exchange Act beneficial ownership of 5% or more of the then-outstanding voting stock of the Corporation.

 

  4.

NMC/BSPI Indirect Transferee” means any person that acquires (other than in a registered public offering or through a broker’s transaction executed on any securities exchange or other over-the-counter market) directly from any NMC/BSPI Direct Transferee or any other NMC/BSPI Indirect Transferee beneficial ownership of 5% or more of the then-outstanding voting stock of the Corporation.

 

  5.

business combination,” when used in reference to the Corporation and any interested stockholder of the Corporation, means:

 

  (i)

any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (a) with the interested stockholder, or (b) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation Section (B) of this Article IX is not applicable to the surviving entity;

 

  (ii)

any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation;

 

8


  (iii)

any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: (a) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the interested stockholder became such; (b) pursuant to a merger under Section 251(g) of the DGCL; (c) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested stockholder became such; (d) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders of said stock; or (e) any issuance or transfer of stock by the Corporation; provided, however, that in no case under items (c)-(e) of this subsection (iii) shall there be an increase in the interested stockholder’s proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments);

 

  (iv)

any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Corporation or of any such subsidiary which is owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder; or

 

  (v)

any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsections (i)-(iv) above) provided by or through the Corporation or any direct or indirect majority-owned subsidiary.

 

  6.

control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. A person who is the owner of 20% or more of the outstanding

 

9


voting stock of the Corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this Article IX, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.

 

  7.

interested stockholder” means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the Corporation, or (ii) is an affiliate or associate of the Corporation and was the owner of 15% or more of the outstanding voting stock of the Corporation at any time within the three (3) year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder; and the affiliates and associates of such person; but “interested stockholder” shall not include or be deemed to include, in any case, (a) NMC, BSPI, any NMC/BSPI Direct Transferee, any NMC/BSPI Indirect Transferee or any of their respective affiliates or successors or any “group,” or any member of any such group, to which such persons are a party under Rule 13d-5 of the Exchange Act, or (b) any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of any action taken solely by the Corporation, provided that in the case of this clause (b) such person shall be an interested stockholder if thereafter such person acquires additional shares of voting stock of the Corporation, except as a result of further corporate action not caused, directly or indirectly, by such person. For the purpose of determining whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of the definition of “owner” below but shall not include any other unissued stock of the Corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

 

  8.

owner,” including the terms “own” and “owned,” when used with respect to any stock, means a person that individually or with or through any of its affiliates or associates:

 

  (i)

beneficially owns such stock, directly or indirectly; or

 

  (ii)

has (a) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or

 

10


associates until such tendered stock is accepted for purchase or exchange; or (b) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten (10) or more persons; or

 

  (iii)

has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (b) of subsection (ii) above), or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.

 

  9.

person” means any individual, corporation, partnership, unincorporated association or other entity.

 

  10.

stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.

 

  11.

voting stock” means stock of any class or series entitled to vote generally in the election of directors.

ARTICLE X

MISCELLANEOUS

A. If any provision or provisions of this Second Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Second Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Second Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Second Amended and Restated Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Second Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.

B. Unless the Corporation consents in writing to the selection of an alternative forum, the state or federal courts (as appropriate) located within the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of the Corporation, (ii) action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee or stockholder of the Corporation

 

11


to the Corporation or the Corporation’s stockholders, creditors or other constituents, (iii) action against the Corporation or any director or officer of the Corporation involving a claim or defense arising pursuant to any provision of the DGCL or this Second Amended and Restated Certificate of Incorporation or the Bylaws (as either may be amended and/or restated from time to time), (iv) action against the Corporation or any director or officer of the Corporation involving a claim or defense implicating the internal affairs doctrine, or (v) action against the Corporation or any director or officer of the Corporation involving a claim or defense arising pursuant to the Exchange Act or the Securities Act of 1933, as amended. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X(B).

[Remainder of Page Intentionally Left Blank]

 

12


IN WITNESS WHEREOF, Avantor, Inc. has caused this Second Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer on this          day of May, 2019.

 

Avantor, Inc.
By:  

         

Name:   Justin Miller
Title:   Executive Vice President, General Counsel and Secretary

[Signature Page to Second Amended and Restated Certificate of Incorporation]


Annex A

Certificate of Designations of Mandatory Convertible Preferred Stock

See attached


Annex B

Certificate of Designations of Senior Preferred Stock

See attached


Annex C

Certificate of Designations of Junior Convertible Preferred Stock

See attached

EX-3.2 5 d698870dex32.htm EX-3.2 EX-3.2

Exhibit 3.2

SECOND AMENDED AND RESTATED

BYLAWS

OF

AVANTOR, INC.

ARTICLE I

Offices

SECTION 1.01    Registered Office. The registered office and registered agent of Avantor, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Second Amended and Restated Certificate of Incorporation (as defined below). The Corporation may also have offices in such other places in the United States or elsewhere (and may change the Corporation’s registered agent) as the Board of Directors of the Corporation (the “Board of Directors”) may, from time to time, determine or as the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

SECTION 2.01    Annual Meetings. Annual meetings of stockholders may be held at such place, if any, either within or without the State of Delaware, and at such time and date as the Board of Directors shall determine and state in the notice of meeting. The Board of Directors may, in its sole discretion, determine that meetings of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as described in Section 2.10 of these Bylaws in accordance with Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”). The Board of Directors may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors.

SECTION 2.02    Special Meetings. Special meetings of the stockholders may only be called in the manner provided in the Corporation’s amended and restated certificate of incorporation as then in effect (as the same may be amended and/or restated from time to time, the “Second Amended and Restated Certificate of Incorporation”) and may be held at such place, if any, either within or without the State of Delaware, and at such time and date as the Board of Directors or the Chairman of the Board of Directors shall determine and state in the notice of meeting. The Board of Directors may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board of Directors or the Chairman of the Board of Directors.

SECTION 2.03    Notice of Stockholder Business and Nominations.

(A)    Annual Meetings of Stockholders.

(1)    Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual


meeting of stockholders only (a) as provided in the Investor Rights Agreement (as defined in the Second Amended and Restated Certificate of Incorporation) (with respect to nominations of persons for election to the Board of Directors only), (b) pursuant to the Corporation’s notice of meeting (or any supplement thereto) delivered pursuant to Section 2.04 of Article II of these Bylaws, (c) by or at the direction of the Board of Directors or any authorized committee thereof or (d) by any stockholder of the Corporation who is entitled to vote at the meeting, who, subject to paragraph (C)(4) of this Section 2.03, complied with the notice procedures set forth in paragraphs (A)(2) and (A)(3) of this Section 2.03 and who was a stockholder of record at the time such notice is delivered to the Secretary of the Corporation.

(2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (d) of paragraph (A)(1) of this Section 2.03, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, and, in the case of business other than nominations of persons for election to the Board of Directors, such other business must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the first anniversary of the preceding year’s annual meeting (which date shall, for purposes of the Corporation’s first annual meeting of stockholders after its shares of Common Stock are first publicly traded, be deemed to have occurred on May [●], 2019); provided, however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than thirty (30) days from the anniversary date of the previous year’s meeting, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered not earlier than one hundred and twenty (120) days prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. Public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice. Notwithstanding anything in this Section 2.03(A)(2) to the contrary, if the number of directors to be elected to the Board of Directors at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) calendar days prior to the first anniversary of the prior year’s annual meeting of stockholders, then a stockholder’s notice required by this Section shall be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by the Secretary of the Corporation not later than the close of business on the tenth (10th) calendar day following the day on which such public announcement is first made by the Corporation.

(3) Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the

 

2


business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books and records, and of such beneficial owner, (ii) the class or series and number of shares of capital stock of the Corporation that are owned, directly or indirectly, beneficially and of record by such stockholder and such beneficial owner, (iii) a representation that the stockholder is a holder of record of the stock of the Corporation at the time of the giving of the notice, will be entitled to vote at such meeting and will appear in person or by proxy at the meeting to propose such business or nomination, (iv) a representation whether the stockholder or the beneficial owner, if any, will be or is part of a group that will (x) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the voting power of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (y) otherwise to solicit proxies or votes from stockholders in support of such proposal or nomination, (v) a certification regarding whether such stockholder and beneficial owner, if any, have complied with all applicable federal, state and other legal requirements in connection with (x) the stockholder’s and/or beneficial owner’s acquisition of shares of capital stock or other securities of the Corporation and/or the stockholder’s and/or (y) the beneficial owner’s acts or omissions as a stockholder of the Corporation and (vi) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder; (d) a description of any agreement, arrangement or understanding with respect to the nomination or proposal and/or the voting of shares of any class or series of stock of the Corporation between or among the stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination or proposal is made, any of their respective affiliates or associates and/or any others acting in concert with any of the foregoing (collectively, “proponent persons”); and (e) a description of any agreement, arrangement or understanding (including without limitation any contract to purchase or sell, acquisition or grant of any option, right or warrant to purchase or sell, swap or other instrument) to which any proponent person is a party, the intent or effect of which may be (i) to transfer to or from any proponent person, in whole or in part, any of the economic consequences of ownership of any security of the Corporation, (ii) to increase or decrease the voting power of any proponent person with respect to shares of any class or series of stock of the Corporation and/or (iii) to provide any proponent person, directly or indirectly, with the opportunity to profit or share in any profit derived from, or to otherwise benefit economically from, any increase or decrease in the value of any security of the Corporation. A stockholder providing notice of a proposed nomination for election to the Board of Directors or other business proposed to be brought before a meeting (whether given pursuant to this paragraph (A)(3) or paragraph (B) of this Section 2.03 of these Bylaws) shall update and supplement such notice from time to time to the extent necessary so that the information provided or required to be provided in such notice shall be true and correct (x) as of the record date for determining the stockholders entitled to notice of the meeting and (y) as of the date that

 

3


is fifteen (15) days prior to the meeting or any adjournment or postponement thereof, provided that if the record date for determining the stockholders entitled to vote at the meeting is less than fifteen (15) days prior to the meeting or any adjournment or postponement thereof, the information shall be supplemented and updated as of such later date. Any such update and supplement shall be delivered in writing to the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) days after the record date for determining the stockholders entitled to notice of the meeting (in the case of any update and supplement required to be made as of the record date for determining the stockholders entitled to notice of the meeting), not later than ten (10) days prior to the date for the meeting or any adjournment or postponement thereof (in the case of any update or supplement required to be made as of fifteen (15) days prior to the meeting or adjournment or postponement thereof) and not later than five (5) days after the record date for determining the stockholders entitled to vote at the meeting, but no later than the date prior to the meeting or any adjournment or postponement thereof (in the case of any update and supplement required to be made as of a date less than fifteen (15) days prior the date of the meeting or any adjournment or postponement thereof). The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation and to determine the independence of such director under the Exchange Act and rules and regulations thereunder and applicable stock exchange rules.

(B)    Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board of Directors or any committee thereof or (2) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is entitled to vote at the meeting, who (subject to paragraph (C)(4) of this Section 2.03) complies with the notice procedures set forth in this Section 2.03 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event a special meeting of stockholders is called for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting if the stockholder’s notice as required by paragraph (A)(2) of this Section 2.03 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(C)    General. (1) Except as provided in paragraph (C)(4) of this Section 2.03, only such persons who are nominated in accordance with the procedures set forth in this Section 2.03 or the Investor Rights Agreement shall be eligible to serve as directors and only such business shall be conducted at an annual or special meeting of stockholders as shall have been

 

4


brought before the meeting in accordance with the procedures set forth in this Section. Except as otherwise provided by law, the Second Amended and Restated Certificate of Incorporation or these Bylaws, the chairman of the meeting shall, in addition to making any other determination that may be appropriate for the conduct of the meeting, have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall be disregarded. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the chairman of the meeting. The chairman of the meeting may adopt such rules and regulations for the conduct of the meeting of stockholders as he or she shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of the meeting shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting, (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants. Notwithstanding the foregoing provisions of this Section 2.03, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.03, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

(2) Whenever used in these Bylaws, “public announcement” shall mean disclosure (a) in a press release released by the Corporation, provided such press release is released by the Corporation following its customary procedures, is reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or comparable national news service, or is generally available on internet news sites, or (b) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

 

5


(3)    Notwithstanding the foregoing provisions of this Section 2.03, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.03; provided, however, that, to the fullest extent permitted by law, any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to these Bylaws (including paragraphs (A)(1)(d) and (B) hereof), and compliance with paragraphs (A)(1)(d) and (B) of this Section 2.03 of these Bylaws shall be the exclusive means for a stockholder to make nominations or submit other business. Nothing in these Bylaws shall be deemed to affect any rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances.

SECTION 2.04    Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a timely notice in writing or by electronic transmission, in the manner provided in Section 232 of the DGCL, of the meeting, which shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purposes for which the meeting is called, shall be mailed or transmitted electronically by the Secretary of the Corporation to each stockholder of record entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting. Unless otherwise provided by law, the Second Amended and Restated Certificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.

SECTION 2.05    Quorum. Unless otherwise required by law, the Second Amended and Restated Certificate of Incorporation or the rules of any stock exchange upon which the Corporation’s securities are listed, the holders of record of a majority of the voting power of the issued and outstanding shares of capital stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders. Notwithstanding the foregoing, where a separate vote by a class or series or classes or series is required, a majority in voting power of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on that matter. Once a quorum is present to organize a meeting, it shall not be broken by the subsequent withdrawal of any stockholders. If a quorum shall fail to attend any meeting, the chairman of the meeting may adjourn the meeting to another place, date and/or time.

SECTION 2.06    Voting. Except as otherwise provided by or pursuant to the provisions of the Second Amended and Restated Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder that has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action

 

6


in writing without a meeting may authorize another person or persons to act for such stockholder by proxy in any manner provided by applicable law, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. Unless required by the Second Amended and Restated Certificate of Incorporation or applicable law, or determined by the chairman of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by such stockholder’s proxy, if there be such proxy. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the subject matter shall decide any question brought before such meeting, unless the question is one upon which, by express provision of applicable law, of the rules or regulations of any stock exchange applicable to the Corporation, of any regulation applicable to the Corporation or its securities, of the Second Amended and Restated Certificate of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Notwithstanding the foregoing sentence and subject to the Second Amended and Restated Certificate of Incorporation, all elections of directors shall be determined by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

SECTION 2.07    Chairman of Meetings. The Chairman of the Board of Directors, if one is elected, or, in his or her absence or disability, the Chief Executive Officer of the Corporation, or in the absence of the Chairman of the Board of Directors and the Chief Executive Officer, a person designated by the Board of Directors shall be the chairman of the meeting and, as such, preside at all meetings of the stockholders.

SECTION 2.08    Secretary of Meetings. The Secretary of the Corporation shall act as secretary at all meetings of the stockholders. In the absence or disability of the Secretary, the Chairman of the Board of Directors, the Chief Executive Officer or the chairman of the meeting shall appoint a person to act as secretary at such meetings.

SECTION 2.09    Adjournment. At any meeting of stockholders of the Corporation, if less than a quorum be present, the chairman of the meeting or stockholders holding a majority in voting power of the shares of stock of the Corporation, present in person or by proxy and entitled to vote thereat, shall have the power to adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present. Any business may be transacted at the adjourned meeting that might have been transacted at the meeting originally noticed. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date so fixed for notice of such adjourned meeting.

 

7


SECTION 2.10     Remote Communication. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication:

(A)    participate in a meeting of stockholders; and

(B)    be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided, that

(1)    the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder;

(2)    the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and

(3)    if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

SECTION 2.11     Inspectors of Election. The Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (a) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share, (b) determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

 

8


ARTICLE III

Board of Directors

SECTION 3.01    Powers. Except as otherwise provided in the Second Amended and Restated Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by the DGCL or the Second Amended and Restated Certificate of Incorporation directed or required to be exercised or done by the stockholders.

SECTION 3.02    Number and Term; Chairman. Subject to the Second Amended and Restated Certificate of Incorporation, the number of directors shall be fixed exclusively by resolution of the Board of Directors. Directors shall be elected by the stockholders at their annual meeting, and the term of each director so elected shall be as set forth in the Second Amended and Restated Certificate of Incorporation. Directors need not be stockholders. The Board of Directors shall elect a Chairman of the Board of Directors, who shall have the powers and perform such duties as provided in these Bylaws and as the Board of Directors may from time to time prescribe. The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which he or she is present. If the Chairman of the Board of Directors is not present at a meeting of the Board of Directors, the Chief Executive Officer (if the Chief Executive Officer is a director and is not also the Chairman of the Board of Directors) shall preside at such meeting, and, if the Chief Executive Officer is not present at such meeting or is not a director, a majority of the directors present at such meeting shall elect one of their members to preside.

SECTION 3.03    Resignations. Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer or the Secretary of the Corporation. The resignation shall take effect at the time specified therein, and if no time is specified, at the time of its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise expressly provided in the resignation.

SECTION 3.04    Removal. Directors of the Corporation may be removed in the manner provided in the Second Amended and Restated Certificate of Incorporation, the Investor Rights Agreement and applicable law.

SECTION 3.05    Vacancies and Newly Created Directorships. Except as otherwise provided by applicable law and subject to the Investor Rights Agreement, vacancies occurring in any directorship (whether by death, resignation, retirement, disqualification, removal or other cause) and newly created directorships resulting from any increase in the number of directors shall be filled in accordance with the Second Amended and Restated Certificate of Incorporation. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.

 

9


SECTION 3.06    Meetings. Regular meetings of the Board of Directors may be held at such places and times as shall be determined from time to time by the Board of Directors. Special meetings of the Board of Directors may be called by the Chief Executive Officer of the Corporation or the Chairman of the Board of Directors or as provided by the Second Amended and Restated Certificate of Incorporation, and shall be called by the Chief Executive Officer or the Secretary of the Corporation if directed by the Board of Directors and shall be at such places and times as they or he or she shall fix. Notice need not be given of regular meetings of the Board of Directors. At least twenty four (24) hours before each special meeting of the Board of Directors, either written notice, notice by electronic transmission or oral notice (either in person or by telephone) notice of the time, date and place of the meeting shall be given to each director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

SECTION 3.07    Quorum, Voting and Adjournment. A majority of the total number of directors shall constitute a quorum for the transaction of business. Except as otherwise provided by law, the Second Amended and Restated Certificate of Incorporation or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of such adjourned meeting need not be given if the time and place of such adjourned meeting are announced at the meeting so adjourned.

SECTION 3.08    Committees; Committee Rules. The Board of Directors may designate one or more committees, including but not limited to an audit and finance committee, a nominating and governance committee and a compensation and human resources committee, each such committee to consist of one or more of the directors of the Corporation subject to the terms of the Investor Rights Agreement, the Exchange Act and rules and regulations thereunder and applicable stock exchange rules. The Board of Directors may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval or (b) adopting, amending or repealing any Bylaw of the Corporation. All committees of the Board of Directors shall keep minutes of their meetings and shall report their proceedings to the Board of Directors when requested or required by the Board of Directors. Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present at a meeting of the committee at which a quorum is present. Unless otherwise provided in such a resolution, in the

 

10


event that a member and that member’s alternate, if alternates are designated by the Board of Directors, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

SECTION 3.09    Action Without a Meeting. Unless otherwise restricted by the Second Amended and Restated Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or any committee thereof, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed in the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form or shall be in electronic form if the minutes are maintained in electronic form.

SECTION 3.10    Remote Meeting. Unless otherwise restricted by the Second Amended and Restated Certificate of Incorporation, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting by means of conference telephone or other communications equipment in which all persons participating in the meeting can hear each other. Participation in a meeting by means of conference telephone or other communications equipment shall constitute presence in person at such meeting.

SECTION 3.11     Compensation. The Board of Directors shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

SECTION 3.12     Reliance on Books and Records. A member of the Board of Directors, or a member of any committee designated by the Board of Directors shall, in the performance of such person’s duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

ARTICLE IV

Officers

SECTION 4.01    Number. The officers of the Corporation shall include a Chief Executive Officer, a President, a principal financial officer, a principal accounting officer and a Secretary, each of whom shall be elected by the Board of Directors and who shall hold office for such terms as shall be determined by the Board of Directors and until their successors are elected and qualify or until their earlier resignation or removal. In addition, the Board of Directors may elect one or more Vice Presidents, including one or more Executive Vice Presidents, Senior Vice Presidents, a Treasurer and one or more Assistant Treasurers and one or more Assistant Secretaries, who shall hold their office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. Any number of offices may be held by the same person.

 

11


SECTION 4.02    Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it deems advisable, who shall hold their office for such terms and shall exercise and perform such powers and duties as shall be determined from time to time by the Board of Directors. The Board of Directors may appoint one or more officers called a Vice Chairman, each of whom does not need to be a member of the Board of Directors.

SECTION 4.03    Chief Executive Officer/President. The Chief Executive Officer, who may also be the President, subject to the determination of the Board of Directors, shall have general executive charge, management, and control of the properties and operations of the Corporation in the ordinary course of its business, with all such powers with respect to such properties and operations as may be reasonably incident to such responsibilities. If the Board of Directors has not elected a Chairman of the Board of Directors or in the absence or inability to act as the Chairman of the Board of Directors, the Chief Executive Officer shall exercise all of the powers and discharge all of the duties of the Chairman of the Board of Directors, but only if the Chief Executive Officer is a director of the Corporation.

SECTION 4.04    Vice Presidents. Each Vice President, if any are appointed, of whom one or more may be designated an Executive Vice President or Senior Vice President, shall have such powers and shall perform such duties as shall be assigned to him or her by the Chief Executive Officer or the Board of Directors.

SECTION 4.05    Treasurer. The Treasurer, if any is appointed, shall have custody of the corporate funds, securities, evidences of indebtedness and other valuables of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors or its designees selected for such purposes. The Treasurer shall disburse the funds of the Corporation, taking proper vouchers therefor. The Treasurer shall render to the Chief Executive Officer and the Board of Directors, upon their request, a report of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.

In addition, the Treasurer shall have such further powers and perform such other duties incident to the office of Treasurer as from time to time are assigned to him or her by the Chief Executive Officer or the Board of Directors.

SECTION 4.06    Secretary. The Secretary shall: (a) cause minutes of all meetings of the stockholders and directors to be recorded and kept properly; (b) cause all notices required by these Bylaws or otherwise to be given properly; (c) see that the minute books, stock books, and other nonfinancial books, records and papers of the Corporation are kept properly; and (d) cause all reports, statements, returns, certificates and other documents to be prepared and filed when and as required. The Secretary shall have such further powers and perform such other duties as prescribed from time to time by the Chief Executive Officer or the Board of Directors.

 

12


SECTION 4.07    Assistant Treasurers and Assistant Secretaries. Each Assistant Treasurer and each Assistant Secretary, if any are appointed, shall be vested with all the powers and shall perform all the duties of the Treasurer and Secretary, respectively, in the absence or disability of such officer, unless or until the Chief Executive Officer or the Board of Directors shall otherwise determine. In addition, Assistant Treasurers and Assistant Secretaries shall have such powers and shall perform such duties as shall be assigned to them by the Chief Executive Officer or the Board of Directors.

SECTION 4.08    Corporate Funds and Checks. The funds of the Corporation shall be kept in such depositories as shall from time to time be prescribed by the Board of Directors or its designees selected for such purposes. All checks or other orders for the payment of money shall be signed by the Chief Executive Officer, a Vice President, the Treasurer or the Secretary or such other person or agent as may from time to time be authorized and with such countersignature, if any, as may be required by the Board of Directors.

SECTION 4.09    Contracts and Other Documents. The Chief Executive Officer and the Secretary, or such other officer or officers as may from time to time be authorized by the Board of Directors or any other committee given specific authority in the premises by the Board of Directors during the intervals between the meetings of the Board of Directors, shall have power to sign and execute on behalf of the Corporation deeds, conveyances and contracts, and any and all other documents requiring execution by the Corporation.

SECTION 4.10    Ownership of Stock of Another Corporation. Unless otherwise directed by the Board of Directors, the Chief Executive Officer, a Vice President, the Treasurer or the Secretary, or such other officer or agent as shall be authorized by the Board of Directors, shall have the power and authority, on behalf of the Corporation, to attend and to vote at any meeting of securityholders of any entity in which the Corporation holds securities or equity interests and may exercise, on behalf of the Corporation, any and all of the rights and powers incident to the ownership of such securities or equity interests at any such meeting, including the authority to execute and deliver proxies and consents on behalf of the Corporation.

SECTION 4.11    Delegation of Duties. In the absence, disability or refusal of any officer to exercise and perform his or her duties, the Board of Directors may delegate to another officer such powers or duties.

SECTION 4.12    Resignation and Removal. Any officer of the Corporation may be removed from office for or without cause at any time by the Board of Directors. Any officer may resign at any time in the same manner prescribed under Section 3.03 of these Bylaws.

SECTION 4.13    Vacancies. The Board of Directors shall have the power to fill vacancies occurring in any office.

 

13


ARTICLE V

Stock

SECTION 5.01    Shares With Certificates. The shares of stock of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock in the Corporation represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by any two authorized officers of the Corporation (it being understood that each of the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary and an Assistant Secretary of the Corporation shall be an authorized officer for such purpose). Any or all of the signatures on the certificate may be a facsimile or other electronic signature. The Board of Directors shall have the power to appoint one or more transfer agents and/or registrars for the transfer or registration of certificates of stock of any class, and may require stock certificates to be countersigned or registered by one or more of such transfer agents and/or registrars.

SECTION 5.02    Shares Without Certificates. If the Board of Directors chooses to issue shares of stock without certificates, the Corporation, if required by the DGCL, shall, within a reasonable time after the issue or transfer of shares without certificates, send the stockholder a written statement of the information required by the DGCL. The Corporation may adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law.

SECTION 5.03    Transfer of Shares. Shares of stock of the Corporation shall be transferable upon its books by the holders thereof, in person or by their duly authorized attorneys or legal representatives, in the manner prescribed by law, the Second Amended and Restated Certificate of Incorporation and in these Bylaws, upon surrender to the Corporation by delivery thereof (to the extent evidenced by a physical stock certificate) to the person in charge of the stock and transfer books and ledgers. Certificates representing such shares, if any, shall be cancelled and new certificates, if the shares are to be certificated, shall thereupon be issued. Shares of capital stock of the Corporation that are not represented by a certificate shall be transferred in accordance with applicable law. A record shall be made of each transfer. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented, both the transferor and transferee request the Corporation to do so. The Board of Directors shall have power and authority to make such rules and regulations as it may deem necessary or proper concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.04    Lost, Stolen, Destroyed or Mutilated Certificates. A new certificate of stock or uncertificated shares may be issued in the place of any certificate previously issued by the Corporation alleged to have been lost, stolen or destroyed, and the

 

14


Corporation may, in its discretion, require the owner of such lost, stolen or destroyed certificate, or his or her legal representative, to give the Corporation a bond, in such sum as the Corporation may direct, in order to indemnify the Corporation against any claims that may be made against it in connection therewith. A new certificate or uncertificated shares of stock may be issued in the place of any certificate previously issued by the Corporation that has become mutilated upon the surrender by such owner of such mutilated certificate and, if required by the Corporation, the posting of a bond by such owner in an amount sufficient to indemnify the Corporation against any claim that may be made against it in connection therewith.

SECTION 5.05    List of Stockholders Entitled To Vote. The Corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting, or (b) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 5.05 or to vote in person or by proxy at any meeting of stockholders.

SECTION 5.06    Fixing Date for Determination of Stockholders of Record.

(A)    In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice

 

15


of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(B)    In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(C)    Unless otherwise restricted by the Second Amended and Restated Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, (a) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (b) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

SECTION 5.07    Registered Stockholders. Prior to the surrender to the Corporation of the certificate or certificates for a share or shares of stock or notification to the Corporation of the transfer of uncertificated shares with a request to record the transfer of such share or shares, the Corporation may treat the registered owner of such share or shares as the person entitled to receive dividends, to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner of such share or shares. To the fullest extent permitted by law, the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

ARTICLE VI

Notice and Waiver of Notice

SECTION 6.01    Notice. If mailed, notice to stockholders shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at

 

16


such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the DGCL.

SECTION 6.02    Waiver of Notice. A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance at any meeting (in person or by remote communication) shall constitute waiver of notice except attendance for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VII

Indemnification

SECTION 7.01    Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in any other capacity while serving as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment, if permitted, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 7.03 with respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors.

SECTION 7.02    Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.01, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article VII (which shall be governed by Section 7.03 (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires or in

 

17


the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made solely upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified or entitled to advancement of expenses under Sections 7.01 and 7.02 or otherwise.

SECTION 7.03    Right of Indemnitee to Bring Suit. If a claim under Section 7.01 or 7.02 is not paid in full by the Corporation within (a) 45 days after a written claim for indemnification has been received by the Corporation or (b) 20 days after a claim for an advancement of expenses has been received by the Corporation, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim or to obtain advancement of expenses, as applicable. To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the indemnitee has not met any applicable standard for indemnification set forth in the DGCL, and in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Corporation.

SECTION 7.04    Indemnification Not Exclusive.

(A)    The provision of indemnification to or the advancement of expenses and costs to any indemnitee under this Article VII, or the entitlement of any indemnitee to indemnification or advancement of expenses and costs under this Article VII, shall not limit or restrict in any way the power of the Corporation to indemnify or advance expenses and costs to

 

18


such indemnitee in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any indemnitee seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such indemnitee’s capacity as an officer, director, employee or agent of the Corporation and as to action in any other capacity.

(B) Any person serving as a director, officer, partner, member, trustee, administrator, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, at least 50% of whose equity interests are owned by the Corporation (a “subsidiary” for purposes of this Article VII) shall be conclusively presumed to be serving in such capacity at the request of the Corporation.

(C) Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the indemnitee as a director and/or officer of the Corporation at the request of the indemnitee-related entities (as defined below), the Corporation shall be fully and primarily responsible for the payment to the indemnitee in respect of indemnification or advancement of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of the Second Amended and Restated Certificate of Incorporation or these Bylaws of the Corporation (or any other agreement between the Corporation and such persons, including the Investor Rights Agreement, as applicable) in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article VII, irrespective of any right of recovery the indemnitee may have from the indemnitee-related entities. Any obligation on the part of any indemnitee-related entities to indemnify or advance expenses to any indemnitee shall be secondary to the Corporation’s obligation and shall be reduced by any amount that the indemnitee may collect as indemnification or advancement from the Corporation. The Corporation irrevocably waives, relinquishes and releases the indemnitee-related entities from any and all claims it may have against the indemnitee-related entities for contribution, subrogation or any other recovery of any kind in respect thereof. Under no circumstance shall the Corporation be entitled to any right of subrogation or contribution by the indemnitee-related entities and no right of advancement or recovery the indemnitee may have from the indemnitee-related entities shall reduce or otherwise alter the rights of the indemnitee or the obligations of the Corporation hereunder. In the event that any of the indemnitee-related entities shall make any payment to the indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the indemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee against the Corporation, and the indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the indemnitee-related entities effectively to bring suit to enforce such rights. Each of the indemnitee-related entities shall be third-party beneficiaries with respect to this Section 7.04(C) of Article VII, entitled to enforce this Section 7.04(C) of Article VII.

For purposes of this Section 7.04(C) of Article VII, the following terms shall have the following meanings:

(1) The term “indemnitee-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than

 

19


the Corporation or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise for which the indemnitee has agreed, on behalf of the Corporation or at the Corporation’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Corporation may also have an indemnification or advancement obligation.

(2) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the indemnitee shall be entitled to indemnification or advancement of expenses from both the indemnitee-related entities and the Corporation pursuant to Delaware law, any agreement or certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Corporation or the indemnitee-related entities, as applicable.

SECTION 7.05    Corporate Obligations; Reliance. The rights granted pursuant to the provisions of this Article VII shall vest at the time a person becomes a director or officer of the Corporation and shall be deemed to create a binding contractual obligation on the part of the Corporation to the persons who from time to time are elected as officers or directors of the Corporation, and such persons in acting in their capacities as officers or directors of the Corporation or any subsidiary shall be entitled to rely on such provisions of this Article VII without giving notice thereof to the Corporation. Such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article VII that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

SECTION 7.06    Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

SECTION 7.07    Indemnification of Employees and Agents of the Corporation. The Corporation may grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VII with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

ARTICLE VIII

Miscellaneous

SECTION 8.01    Electronic Transmission. For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical

 

20


transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

SECTION 8.02    Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

SECTION 8.03    Fiscal Year. The fiscal year of the Corporation shall end on the Saturday closest to December 31 of each year, or such other day as the Board of Directors may designate.

SECTION 8.04    Section Headings. Section headings in these Bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

SECTION 8.05    Inconsistent Provisions. In the event that any provision of these Bylaws is or becomes inconsistent with any provision of the Second

Amended and Restated Certificate of Incorporation, the DGCL or any other applicable law, such provision of these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE IX

Amendments

SECTION 9.01    Amendments. The Board of Directors is authorized to make, repeal, alter, amend and rescind, in whole or in part, these Bylaws without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or the Second Amended and Restated Certificate of Incorporation. Notwithstanding any other provisions of these Bylaws or any provision of law that might otherwise permit a lesser vote of the stockholders, the affirmative vote of the holders of at least 6623% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of these Bylaws (including, without limitation, this Section 9.01) or to adopt any provision inconsistent herewith.

[Remainder of Page Intentionally Left Blank]

 

21

EX-3.5 6 d698870dex35.htm EX-3.5 EX-3.5

Exhibit 3.5

CERTIFICATE OF DESIGNATIONS

OF

[        ]% SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK

OF

AVANTOR, INC.

Avantor, Inc., a Delaware corporation (the “Corporation”), hereby certifies that, pursuant to the provisions of Sections 103, 141 and 151 of the General Corporation Law of the State of Delaware, (a) on [                ], 2019, the board of directors of the Corporation (the “Board of Directors”), pursuant to authority conferred upon the Board of Directors by the Amended and Restated Certificate of Incorporation of the Corporation (as such may be amended, modified or restated from time to time, in each case to the extent not prohibited by Section 7(c) of this Certificate of Designations, the “Charter”), delegated to the Pricing Committee of the Board of Directors (the “Pricing Committee”), the power to create, designate, authorize and provide for the issuance of shares of a new series of the Corporation’s undesignated preferred stock, to be designated the “[    ]% Series A Mandatory Convertible Preferred Stock”, and to establish the number of shares to be included in such series, and to fix the powers, preferences and rights of the shares of such series and the qualifications, limitations and restrictions thereof; and (b) on [                ], 2019, the Pricing Committee adopted the resolution set forth immediately below, which resolution is now, and at all times since its date of adoption has been, in full force and effect:

RESOLVED, that pursuant to the authority conferred upon the Board of Directors by the Charter, which authorizes the issuance of up to 75,000,000 shares of preferred stock, par value $0.01 per share, and delegated to the Pricing Committee, a series of preferred stock be, and hereby is, created and designated [    ]% Series A Mandatory Convertible Preferred Stock, and that the designation and number of shares of such series, and the voting powers, designations, preferences and rights, and qualifications, limitations or restrictions thereof, are as set forth in this certificate of designations, as it may be amended from time to time (the “Certificate of Designations”) as follows:

Section 1.     Designation and Number of Shares. Pursuant to the Charter, there is hereby created out of the authorized and unissued shares of preferred stock of the Corporation, par value $0.01 per share (“Preferred Stock”), a series of Preferred Stock consisting of 25,000,000 shares of Preferred Stock designated as the “[    ]% Series A Mandatory Convertible Preferred Stock” (the “Mandatory Convertible Preferred Stock”). Such number of shares may be increased or decreased by resolution of the Board of Directors or any duly authorized committee thereof, subject to the terms and conditions hereof and the requirements of applicable law; provided that (i) no increase shall cause the number of authorized shares of Mandatory Convertible Preferred Stock to exceed the total number of authorized shares of Preferred Stock and (ii) no decrease shall reduce the number of shares of Mandatory Convertible Preferred Stock to a number less than the number of such shares then outstanding.

Section 2.     General Matters; Ranking. Each share of Mandatory Convertible Preferred Stock shall be identical in all respects to every other share of Mandatory Convertible Preferred Stock. The Mandatory Convertible Preferred Stock, with respect to dividend rights and/or distribution rights upon the liquidation, winding-up or dissolution, as applicable, of the Corporation, shall rank (i) senior to each class or series of Junior Stock, (ii) on parity with each class or series of Parity Stock, (iii) junior to each class or series of Senior Stock, (iv) junior to the Existing Senior Preferred Stock and the Existing Junior Convertible Preferred Stock and (v) junior to the Corporation’s existing and future indebtedness and other liabilities. In addition, with respect to dividend rights and distribution rights upon the liquidation, winding-up or dissolution of the Corporation, the Mandatory Convertible Preferred Stock will be structurally subordinated to any existing and future indebtedness and other liabilities of each of its Subsidiaries.

Section 3.     Standard Definitions. As used herein with respect to Mandatory Convertible Preferred Stock:

Accumulated Dividend Amount” means, with respect to any Fundamental Change Conversion, the aggregate amount of undeclared, accumulated and unpaid dividends, if any, for Dividend Periods prior to the Fundamental Change Effective Date for the relevant Fundamental Change, including for the partial Dividend Period, if any, from, and including, the Dividend Payment Date immediately preceding such Fundamental Change Effective Date to, but excluding, such Fundamental Change Effective Date, subject to the proviso in Section 10(a).


ADRs” shall have the meaning set forth in Section 15.

Agent Members” shall have the meaning set forth in Section 21(a).

Applicable Market Value” means the Average VWAP per share of Common Stock over the Settlement Period.

Average Price” shall have the meaning set forth in Section 4(c)(iii).

Average VWAP” per share over a certain period means the arithmetic average of the VWAP per share for each Trading Day in the relevant period.

Averaging Period” shall have the meaning set forth in Section 14(a)(v).

Board of Directors” shall have the meaning set forth in the recitals.

Business Day” means any day other than a Saturday or Sunday or any other day on which commercial banks in New York City are authorized or required by law or executive order to close.

By-Laws” means the Amended and Restated By-Laws of the Corporation, as they may be amended or restated from time to time.

Certificate of Designations” shall have the meaning set forth in the recitals.

Charter” shall have the meaning set forth in the recitals.

Clause A Distribution” shall have the meaning set forth in Section 14(a)(iii).

Clause B Distribution” shall have the meaning set forth in Section 14(a)(iii).

Clause C Distribution” shall have the meaning set forth in Section 14(a)(iii).

close of business” means 5:00 p.m., New York City time.

Common Stock” means the common stock, par value $0.01 per share, of the Corporation.

Conversion and Dividend Disbursing Agent” means American Stock Transfer & Trust Company, LLC, the Corporation’s duly appointed conversion and dividend disbursing agent for Mandatory Convertible Preferred Stock, and any successor appointed under Section 16.

Conversion Date” shall mean the Mandatory Conversion Date, the Fundamental Change Conversion Date or the Early Conversion Date, as applicable.

Corporation” shall have the meaning set forth in the recitals.

Depositary” means DTC or its nominee or any successor appointed by the Corporation.

Dividend Payment Date” means February 15, May 15, August 15 and November 15 of each year to, and including, May 15, 2022, commencing on August 15, 2019.

Dividend Period” means the period from, and including, a Dividend Payment Date to, but excluding, the next Dividend Payment Date, except that the initial Dividend Period shall commence on, and include, the Initial Issue Date and shall end on, and exclude, the August 15, 2019 Dividend Payment Date.

 

2


Dividend Rate” shall have the meaning set for in Section 4(a).

DTC” means The Depository Trust Company.

Early Conversion” shall have the meaning set forth in Section 9(a).

Early Conversion Additional Conversion Amount” shall have the meaning set forth in Section 9(b)(i).

Early Conversion Average Price” shall have the meaning set forth in Section 9(b)(ii).

Early Conversion Date” shall have the meaning set forth in Section 11(b).

Early Conversion Settlement Period” shall have the meaning set forth in Section 9(b)(ii).

Effective Date” means the first date on which the shares of Common Stock trade on the Relevant Stock Exchange, regular way, reflecting the relevant share split or share combination, as applicable.

Ex-Date” means the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Corporation or, if applicable, from the seller of the Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

Exchange Property” shall have the meaning set forth in Section 15.

Existing Junior Convertible Preferred Stock” means junior convertible preferred stock, with a liquidation preference of $1,650 per share, of the Corporation.

Existing Senior Preferred Stock” means series A senior preferred stock, with a liquidation preference of $1,000 per share, of the Corporation.

Expiration Date” shall have the meaning set forth in Section 14(a)(v).

Fixed Conversion Rates” means the Maximum Conversion Rate and the Minimum Conversion Rate.

Floor Price” shall have the meaning set forth in Section 4(e)(ii).

A “Fundamental Change” shall be deemed to have occurred, at any time after the Initial Issue Date of the Mandatory Convertible Preferred Stock, if any of the following occurs:

 

  (i)

the consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination or change in par value) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or a combination thereof); (B) any consolidation, merger or other combination of the Corporation or binding share exchange pursuant to which the Common Stock will be converted into, or exchanged for, stock, other securities or other property or assets (including cash or a combination thereof); or (C) any sale, lease or other transfer or disposition in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Corporation and its Subsidiaries taken as a whole, to any person other than one or more of its Wholly-Owned Subsidiaries;

 

  (ii)

any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable), other than the Corporation, any of its Wholly-Owned Subsidiaries, a Permitted Holder or any of the Corporation’s or its Wholly-Owned Subsidiaries’

 

3


  employee benefit plans (or any person or entity acting solely in its capacity as trustee, agent or other fiduciary or administrator of any such plan), filing a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power in the aggregate of all classes of capital stock then outstanding entitled to vote generally in elections of the Corporation’s directors; or

 

  (iii)

the Common Stock (or other Exchange Property) ceases to be listed or quoted for trading on any of NYSE, the NASDAQ Global Select Market or the NASDAQ Global Market (or another U.S. national securities exchange or any of their respective successors).

However, a transaction or transactions described in clause (i) or clause (ii) above will not constitute a Fundamental Change if at least 90% of the consideration received or to be received by holders of the Common Stock, excluding cash payments for fractional shares or pursuant to statutory appraisal rights, in connection with such transaction or transactions consists of shares of common stock that are listed or quoted on any of NYSE, the NASDAQ Global Select Market or the NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions such consideration (excluding cash payments for fractional shares or pursuant to statutory appraisal rights) becomes the Exchange Property.

Fundamental Change Conversion” shall have the meaning set forth in Section 10(a)(i).

Fundamental Change Conversion Date” shall have the meaning set forth in Section 11(c).

Fundamental Change Conversion Period” means the period beginning on, and including, the Fundamental Change Effective Date and ending at the close of business on, and including, the date that is 20 calendar days after the Fundamental Change Effective Date (but in no event later than May 15, 2022). If we notify Holders of a Fundamental Change later than the second Business Day following the Fundamental Change Effective Date, the Fundamental Change Conversion Period will be extended by a number of days equal to the number of days from, and including, such Fundamental Change Effective Date to, but excluding, the date of the notice; provided, however, that the Fundamental Change Conversion Period will not be extended beyond May 15, 2022.

Fundamental Change Conversion Rate” means, for any Fundamental Change Conversion, the conversion rate per share of the Mandatory Convertible Preferred Stock set forth in the table below for the Fundamental Change Effective Date and the Fundamental Change Stock Price applicable to such Fundamental Change:

 

     Fundamental Change Stock Price  

Fundamental Change Effective Date

   $                $                $                $                $                $                $                $                $                $                $                $                $            
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

                , 2019

                                      

May 15, 2020

                                      

May 15, 2021

                                      

May 15, 2022

                                      

The exact Fundamental Change Stock Price and Fundamental Change Effective Date may not be set forth in the table, in which case:

 

  (i)

if the Fundamental Change Stock Price is between two Fundamental Change Stock Price amounts in the table above or the Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table above, the Fundamental Change Conversion Rate shall be determined by a straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Fundamental Change Stock Price amounts and the earlier and later Fundamental Change Effective Dates, as applicable, based on a 365 or 366-day year, as applicable;

 

4


  (ii)

if the Fundamental Change Stock Price is in excess of $[                ] per share (subject to adjustment in the same manner as adjustments are made to the Fundamental Change Stock Prices in the column headings of the table above), then the Fundamental Change Conversion Rate shall be the Minimum Conversion Rate; and

 

  (iii)

if the Fundamental Change Stock Price is less than $[                ] per share (subject to adjustment in the same manner as adjustments are made to the Fundamental Change Stock Prices in the column headings of the table above), then the Fundamental Change Conversion Rate shall be the Maximum Conversion Rate.

The Fundamental Change Stock Prices in the column headings in the table above are each subject to adjustment as of any date on which the Fixed Conversion Rates are adjusted. The adjusted Fundamental Change Stock Prices shall equal (x) the Fundamental Change Stock Prices applicable immediately prior to such adjustment, multiplied by (y) a fraction, the numerator of which is the Minimum Conversion Rate immediately prior to the adjustment giving rise to the Fundamental Change Stock Price adjustment and the denominator of which is the Minimum Conversion Rate as so adjusted. The Fundamental Change Conversion Rates set forth in the table above will be each subject to adjustment in the same manner and at the same time as each Fixed Conversion Rate as set forth in Section 14.

Fundamental Change Conversion Right” shall have the meaning set forth in Section 10(a).

Fundamental Change Dividend Make-Whole Amount” shall have the meaning set forth in Section 10(a)(ii).

Fundamental Change Effective Date” shall mean the effective date of the relevant Fundamental Change.

Fundamental Change Notice” shall have the meaning set forth in Section 10(b).

Fundamental Change Stock Price” means, for any Fundamental Change, the price paid (or deemed paid) per share of Common Stock in the Fundamental Change, which shall equal (i) if all holders of Common Stock receive only cash in exchange for their Common Stock in such Fundamental Change, the amount of cash paid per share of Common Stock in such Fundamental Change, and (ii) in all other cases, the Average VWAP per share of Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the relevant Fundamental Change Effective Date.

Global Preferred Certificate” shall have the meaning set forth in Section 21(a).

Global Preferred Share” shall have the meaning set forth in Section 21(a).

Holder” means each Person in whose name shares of Mandatory Convertible Preferred Stock are registered, who shall be treated by the Corporation and the Registrar as the absolute owner of those shares of Mandatory Convertible Preferred Stock for the purpose of making payment and settling conversions and for all other purposes.

Initial Issue Date” means [                ], 2019, the first original issue date of shares of the Mandatory Convertible Preferred Stock.

Initial Price” means $50.00, divided by the Maximum Conversion Rate, which quotient is initially equal to approximately $[                ].

Junior Stock” means (i) the Common Stock and (ii) each other class or series of capital stock of the Corporation established after the Initial Issue Date, the terms of which do not expressly provide that such class or series ranks (x) senior to the Mandatory Convertible Preferred Stock as to dividend rights or distribution rights upon the Corporation’s liquidation, winding-up or dissolution or (y) on parity with the Mandatory Convertible Preferred Stock as to dividend rights or distribution rights upon the Corporation’s liquidation, winding-up or dissolution; provided that for the avoidance of doubt, the Junior Stock does not include the Existing Junior Convertible Preferred Stock.

 

5


Liquidation Dividend Amount” shall have the meaning set forth in Section 5(a).

Liquidation Preference” means, as to Mandatory Convertible Preferred Stock, $50.00 per share.

Mandatory Conversion” shall have the meaning set forth in Section 8(a).

Mandatory Conversion Additional Conversion Amount” shall have the meaning set forth in Section 8(c)(i).

Mandatory Conversion Date” means the second Business Day immediately following the last Trading Day of the Settlement Period. The Mandatory Conversion Date is expected to be May 15, 2022. If the Mandatory Conversion Date occurs after May 15, 2022 (whether because a Scheduled Trading Day during the Settlement Period is not a Trading Day due to the occurrence of a Market Disruption Event or otherwise), no interest or other amounts will accrue as a result of such postponement.

Mandatory Conversion Rate” shall have the meaning set forth in Section 8(b).

Mandatory Convertible Preferred Stock” shall have the meaning set forth in Section 1 of this Certificate of Designations.

Market Disruption Event” means (i) a failure by the Relevant Stock Exchange to open for trading during its regular trading session; or (ii) the occurrence or existence, prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock, for more than a one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the Relevant Stock Exchange or otherwise) in the Common Stock.

Maximum Conversion Rate” shall have the meaning set forth in Section 8(b)(iii).

Minimum Conversion Rate” shall have the meaning set forth in Section 8(b)(i).

Nonpayment” shall have the meaning set forth in Section 7(b)(i).

Nonpayment Remedy” shall have the meaning set forth in Section 7(b)(iii).

NYSE” means The New York Stock Exchange.

Officer” means the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Corporation.

open of business” means 9:00 a.m., New York City time.

Parity Stock” means any class or series of capital stock of the Corporation established after the Initial Issue Date, the terms of which expressly provide that such class or series shall rank on parity with the Mandatory Convertible Preferred Stock as to dividend rights and distribution rights upon the Corporation’s liquidation, winding-up or dissolution.

Permitted Holder” means each of New Mountain Capital, LLC and its affiliates (including the funds, partnerships or other co-investment vehicles managed, advised or controlled thereby but other than, in each case, any portfolio company); provided that no such investor shall constitute a Permitted Holder if all such investors, collectively, have, directly or indirectly, beneficial ownership of more than 6623% of the total voting power in the aggregate of all classes of capital stock then outstanding entitled to vote generally in elections of directors of the Corporation.

 

6


Person” means any individual, partnership, firm, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

Preferred Stock” shall have the meaning set forth in Section 1 of this Certificate of Designations.

Preferred Stock Directors” shall have the meaning set forth in Section 7(b)(i).

Pricing Committee” shall have the meaning set forth in the recitals.

Prospectus” means the prospectus dated [                ], 2019, relating to the offering and sale of the Mandatory Convertible Preferred Stock.

Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of the Common Stock (or other applicable security) have the right to receive any cash, securities or other property or in which the Common Stock (or such other security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock (or such other security) entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or a duly authorized committee thereof, statute, contract or otherwise).

Record Holder” means, with respect to any Dividend Payment Date, a Holder of record of the Mandatory Convertible Preferred Stock as such Holder appears on the stock register of the Corporation at the close of business on the related Regular Record Date.

Registrar” initially means American Stock Transfer & Trust Company, LLC, the Corporation’s duly appointed registrar for Mandatory Convertible Preferred Stock and any successor appointed under Section 16.

Regular Record Date” means, with respect to any Dividend Payment Date, the February 1, May 1, August 1 and November 1, as the case may be, immediately preceding the relevant Dividend Payment Date. These Regular Record Dates shall apply regardless of whether a particular Regular Record Date is a Business Day.

Relevant Stock Exchange” means NYSE or, if the Common Stock is not then listed on NYSE, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading.

Reorganization Event” shall have the meaning set forth in Section 15.

Scheduled Trading Day” means any day that is scheduled to be a Trading Day.

Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

Senior Stock” means the Existing Senior Preferred Stock, the Existing Junior Convertible Preferred Stock and each class or series of capital stock of the Corporation established after the Initial Issue Date, the terms of which expressly provide that such class or series shall rank senior to the Mandatory Convertible Preferred Stock as to dividend rights or distribution rights upon the Corporation’s liquidation, winding-up or dissolution.

Settlement Period” means the 20 consecutive Trading Day period beginning on, and including, the 21st Scheduled Trading Day immediately preceding May 15, 2022.

Share Dilution Amount” means the increase in the number of diluted shares of Common Stock outstanding (determined in accordance with accounting principles generally accepted in the United States of America, and as measured from the Initial Issue Date) resulting from the grant, vesting or exercise of equity-based compensation to directors, employees and agents and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

 

7


Shelf Registration Statement” means a shelf registration statement filed with the Securities and Exchange Commission in connection with the issuance of, or for resales of, shares of Common Stock issued as payment of a dividend on shares of the Mandatory Convertible Preferred Stock, including dividends paid in connection with a conversion.

Spin-Off” means a payment of a dividend or other distribution on the Common Stock of shares of capital stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Corporation that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange.

Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.

Threshold Appreciation Price” means $50.00, divided by the Minimum Conversion Rate, which quotient is initially equal to approximately $[                 ].

Trading Day” means a day on which (i) there is no Market Disruption Event and (ii) trading in Common Stock generally occurs on the Relevant Stock Exchange; provided that if the Common Stock is not listed or admitted for trading, “Trading Day” means any Business Day.

Transfer Agent” shall initially mean American Stock Transfer & Trust Company, LLC, the Corporation’s duly appointed transfer agent for Mandatory Convertible Preferred Stock and any successor appointed under Section 16.

Trigger Event” shall have the meaning set forth in Section 14(a)(iii).

Unit of Exchange Property” shall have the meaning set forth in Section 15.

Valuation Period” shall have the meaning set forth in Section 14(a)(iii).

Voting Preferred Stock” means any other class or series of Preferred Stock, other than the Mandatory Convertible Preferred Stock, ranking equally with the Mandatory Convertible Preferred Stock as to dividends and to the distribution of assets upon liquidation, dissolution or winding-up and upon which like voting powers for the election of directors have been conferred and are exercisable.

VWAP” per share of Common Stock on any Trading Day means the per share volume-weighted average price as displayed on Bloomberg page “AVTR<EQUITY>AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is not available, the market value per share of Common Stock on such Trading Day as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by the Corporation for this purpose).

Wholly-Owned Subsidiary” means, with respect to any Person, any Subsidiary of such Person, except that, solely for purposes of this definition, the reference to “more than 50%” in the definition of “Subsidiary” shall be deemed to be replaced by a reference to “100%”.

Section 4.     Dividends.

(a)     Rate. Subject to the rights of holders of any class or series of Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board of Directors, or an authorized committee thereof, out of funds of the Corporation legally available for payment, in the case of dividends paid in cash, and shares of Common Stock legally permitted to be issued, in the case of dividends paid in shares of Common Stock, cumulative dividends at the rate per annum of [        ]% of the Liquidation Preference per share of the Mandatory Convertible Preferred

 

8


Stock (the “Dividend Rate”) (equivalent to $[                ] per annum per share), payable in cash, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock pursuant to Section 4(c), as determined by the Corporation in its sole discretion (subject to the limitations set forth in Section 4(e)).

If declared, dividends on the Mandatory Convertible Preferred Stock shall be payable quarterly on each Dividend Payment Date at such annual rate, and dividends shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Initial Issue Date, whether or not in any Dividend Period or Dividend Periods there have been funds legally available or shares of Common Stock legally permitted for the payment of such dividends.

If declared, dividends shall be payable on the relevant Dividend Payment Date to Record Holders on the immediately preceding Regular Record Date, whether or not such Record Holders early convert their shares of Mandatory Convertible Preferred Stock, or such shares are automatically converted, after a Regular Record Date and on or prior to the immediately succeeding Dividend Payment Date; provided that the Regular Record Date for any such dividend shall not precede the date on which such dividend was so declared. If a Dividend Payment Date is not a Business Day, payment shall be made on the next succeeding Business Day, without any interest or other payment in lieu of interest accruing with respect to this delay.

The amount of dividends payable on each share of Mandatory Convertible Preferred Stock for each full Dividend Period (subsequent to the initial Dividend Period) shall be computed by dividing the Dividend Rate by four. Dividends payable on Mandatory Convertible Preferred Stock for the initial Dividend Period and any other partial Dividend Period shall be computed based upon the actual number of days elapsed during such period over a 360-day year (consisting of twelve 30-day months). Accumulated dividends on shares of the Mandatory Convertible Preferred Stock shall not bear interest, nor shall additional dividends be payable thereon, if they are paid subsequent to the applicable Dividend Payment Date.

No dividend shall be paid unless and until the Board of Directors, or an authorized committee of the Board of Directors, declares a dividend payable with respect to the Mandatory Convertible Preferred Stock. No dividend shall be declared or paid upon, or any sum of cash or number of shares of Common Stock set apart for the payment of dividends upon, any outstanding shares of Mandatory Convertible Preferred Stock with respect to any Dividend Period unless all dividends for all preceding Dividend Periods have been declared and paid upon, or a sufficient sum of cash or number of shares of Common Stock has been set apart for the payment of such dividends upon, all outstanding shares of Mandatory Convertible Preferred Stock.

Holders shall not be entitled to any dividends on Mandatory Convertible Preferred Stock, whether payable in cash, property or shares of Common Stock, in excess of full cumulative dividends.

Except as described in this Section 4(a), dividends on shares of Mandatory Convertible Preferred Stock converted to Common Stock shall cease to accumulate, and all other rights of Holders will terminate, from and after the applicable Conversion Date.

(b)     Priority of Dividends. So long as any share of Mandatory Convertible Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other class or series of Junior Stock, and no Common Stock or any other class or series of Junior Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its Subsidiaries unless, in each case, all accumulated and unpaid dividends for all preceding Dividend Periods have been declared and paid in full in cash, shares of the Common Stock or a combination thereof, or a sufficient sum of cash or number of shares of the Common Stock has been set apart for the payment of such dividends, on all outstanding shares of Mandatory Convertible Preferred Stock. The foregoing limitation shall not apply to:

(i)    any dividend or distribution payable in shares of Common Stock or other Junior Stock, together with cash in lieu of any fractional share;

(ii)    purchases, redemptions or other acquisitions of Common Stock or other Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business, including, without limitation, (x) purchases to offset the Share

 

9


Dilution Amount pursuant to a publicly announced repurchase plan, provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount, (y) the forfeiture of unvested shares of restricted stock or share withholding or other acquisitions or surrender of shares to which the holder may otherwise be entitled upon exercise, delivery or vesting of equity awards (whether in payment of applicable taxes, the exercise price or otherwise), and (z) the payment of cash in lieu of fractional shares;

(iii)    purchases or deemed purchases or acquisitions of fractional interests in shares of any of our Existing Junior Convertible Preferred Stock, Common Stock or other Junior Stock pursuant to the conversion or exchange provisions of such shares of Existing Junior Convertible Preferred Stock, other Junior Stock or any securities exchangeable for or convertible into shares of Common Stock or other Junior Stock;

(iv)    any dividends or distributions of rights or Common Stock or other Junior Stock in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan;

(v)    purchases of Common Stock or other Junior Stock pursuant to a contractually binding requirement to buy Common Stock or other Junior Stock, including under a contractually binding stock repurchase plan, in each case, existing prior to the date of the Prospectus;

(vi)    the acquisition by the Corporation or any of its Subsidiaries of record ownership in Common Stock or other Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Corporation or any of its Subsidiaries), including as trustees or custodians, and the payment of cash in lieu of fractional shares; and

(vii)    the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation preference) or Junior Stock and, in each case, the payment of cash in lieu of fractional shares.

When dividends on shares of the Mandatory Convertible Preferred Stock (i) have not been declared and paid in full on any Dividend Payment Date, or (ii) have been declared but a sum of cash or number of shares of Common Stock sufficient for payment thereof has not been set aside for the benefit of the Holders thereof on the applicable Regular Record Date, no dividends may be declared or paid on any shares of Parity Stock unless dividends are declared on the shares of Mandatory Convertible Preferred Stock such that the respective amounts of such dividends declared on the shares of Mandatory Convertible Preferred Stock and such shares of Parity Stock shall be allocated pro rata among the Holders of the shares of the Mandatory Convertible Preferred Stock and the holders of any shares of Parity Stock then outstanding. For purposes of calculating the pro rata allocation of partial dividend payments, the Corporation shall allocate those payments so that the respective amounts of those payments for the declared dividend bear the same ratio to each other as all accumulated dividends and all declared and unpaid dividends per share on the shares of Mandatory Convertible Preferred Stock and such shares of Parity Stock bear to each other (subject to their having been declared by the Board of Directors, or an authorized committee thereof, out of legally available funds); provided that any unpaid dividends on the Mandatory Convertible Preferred Stock will continue to accumulate, except as described in Section 4(e), 8(c), 9(b) and 10(d)(iii). For purposes of this calculation, with respect to non-cumulative Parity Stock, the Corporation shall use the full amount of dividends that would be payable for the most recent dividend period if dividends were declared in full on such non-cumulative Parity Stock.

Subject to the foregoing, and not otherwise, such dividends as may be determined by the Board of Directors, or an authorized committee thereof, may be declared and paid (payable in cash, securities or other property) on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and Holders shall not be entitled to participate in any such dividends.

 

10


(c)     Method of Payment of Dividends. (i) Subject to the limitations set forth in Section 4(e), the Corporation may pay any declared dividend (or any portion of any declared dividend) on the shares of Mandatory Convertible Preferred Stock (whether or not for a current Dividend Period or any prior Dividend Period, including in connection with the payment of declared and unpaid dividends pursuant to Section 8 or Section 10), as determined in the Corporation’s sole discretion:

(A)     in cash;

(B)     by delivery of shares of Common Stock; or

(C)     through any combination of cash and shares of Common Stock.

(ii)     The Corporation shall make each payment of a declared dividend on the shares of Mandatory Convertible Preferred Stock in cash, except to the extent the Corporation elects to make all or any portion of such payment in shares of Common Stock. The Corporation shall give notice to Holders of any such election, and the portion of such payment that will be made in cash and the portion that will be made in shares of Common Stock, no later than 10 Scheduled Trading Days prior to the Dividend Payment Date for such dividend, provided that if the Corporation does not provide timely notice of this election, the Corporation will be deemed to have elected to pay the relevant dividend in cash.

(iii)     All cash payments to which a Holder is entitled in connection with a declared dividend on the shares of Mandatory Convertible Preferred Stock will be computed to the nearest cent. If the Corporation elects to make any such payment of a declared dividend, or any portion thereof, in shares of Common Stock, such shares shall be valued for such purpose, in the case of any dividend payment or portion thereof, at 97% of the Average VWAP per share of Common Stock over the five consecutive Trading Day period beginning on, and including, the seventh Scheduled Trading Day prior to the applicable Dividend Payment Date (such average, the “Average Price”). If the five Trading Day period to determine the Average Price ends on or after the relevant Dividend Payment Date (whether because a Scheduled Trading Day is not a Trading Day due to the occurrence of a Market Disruption Event or otherwise), then the Dividend Payment Date will be postponed until the third Business Day after the final Trading Day of such five Trading Day period, provided that no interest or other amounts will accrue as a result of such postponement.

(d)     No fractional shares of Common Stock shall be delivered to the Holders in payment or partial payment of a dividend. The Corporation shall instead, to the extent the Corporation is legally permitted to do so, pay a cash amount (computed to the nearest cent) to each Holder that would otherwise be entitled to receive a fraction of a share of Common Stock based on the Average Price with respect to such dividend.

(e)     Notwithstanding the foregoing, in no event shall the number of shares of Common Stock delivered in connection with any declared dividend, including any declared dividend payable in connection with a conversion, exceed a number equal to:

(i)     the declared dividend, divided by

(ii)     $[                ], subject to adjustment in a manner inversely proportional to any anti-dilution adjustment to each Fixed Conversion Rate as provided in Section 14 (such dollar amount, as adjusted, the “Floor Price”).

To the extent that the amount of any declared dividend exceeds the product of (x) the number of shares of Common Stock delivered in connection with such declared dividend as limited by Section 4(e) and (y) 97% of the Average Price, the Corporation shall, if it is legally able to do so, and to the extent permitted under the terms of the documents governing the Corporation’s indebtedness, notwithstanding any notice by the Corporation to the contrary, pay such excess amount in cash (computed to the nearest cent). Any such payment in cash may not be permitted by the Corporation’s then existing debt instruments. To the extent that the Corporation is not able to pay such excess amount in cash under applicable law and in compliance with its indebtedness, the Corporation shall not have any obligation to pay such amount in cash or deliver additional shares of Common Stock in respect of such amount, and such amount will not form a part of the cumulative dividends that may be deemed to accumulate on the shares of Mandatory Convertible Preferred Stock.

 

11


(f)     To the extent that a Shelf Registration Statement is required in the Corporation’s reasonable judgment in connection with the issuance of, or for resales of, Common Stock issued as payment of a dividend on the shares of Mandatory Convertible Preferred Stock, including dividends paid in connection with a conversion, the Corporation shall, to the extent a registration statement covering such shares is not currently filed and effective, use its commercially reasonable efforts to file and maintain the effectiveness of such a Shelf Registration Statement until the earlier of such time as all such shares of Common Stock have been resold thereunder and such time as all such shares would be freely tradable without registration by holders thereof that are not (and were not at any time during the preceding three months) “affiliates” of the Corporation for purposes of the Securities Act. To the extent applicable, the Corporation shall also use its commercially reasonable efforts to have such shares of the Common Stock approved for listing on NYSE (or if the Common Stock is not listed on NYSE, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed), and qualified or registered under applicable state securities laws, if required; provided that the Corporation will not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it is not presently subject to taxation as a foreign corporation and such qualification or action would subject it to such taxation.

Section 5.     Liquidation, Dissolution or Winding Up. (a) In the event of any voluntary or involuntary liquidation, winding-up or dissolution of the Corporation, each Holder shall be entitled to receive, per share of Mandatory Convertible Preferred Stock, the Liquidation Preference of $50.00 per share of the Mandatory Convertible Preferred Stock, plus an amount (the “Liquidation Dividend Amount”) equal to accumulated and unpaid dividends on such share, whether or not declared, to, but excluding, the date fixed for liquidation, winding-up or dissolution to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after satisfaction of debt and other liabilities owed to the Corporation’s creditors and holders of shares of any Senior Stock and before any payment or distribution is made to holders of any Junior Stock, including, without limitation, Common Stock.

(b)     If, upon the voluntary or involuntary liquidation, winding-up or dissolution of the Corporation, the amounts payable with respect to (1) the Liquidation Preference plus the Liquidation Dividend Amount on the shares of the Mandatory Convertible Preferred Stock and (2) the liquidation preference of, and the amount of accumulated and unpaid dividends to, but excluding, the date fixed for liquidation, dissolution or winding up, on all Parity Stock, if applicable, are not paid in full, the Holders and all holders of any such Parity Stock shall share equally and ratably in any distribution of the Corporation’s assets in proportion to their respective liquidation preferences and amounts equal to the accumulated and unpaid dividends to which they are entitled.

(c)     After the payment to any Holder of the full amount of the Liquidation Preference and the Liquidation Dividend Amount for such Holder’s shares of Mandatory Convertible Preferred Stock, such Holder shall have no right or claim to any of the remaining assets of the Corporation.

(d)     Neither the sale, lease nor exchange of all or substantially all of Corporation’s assets or business (other than in connection with the liquidation, winding-up or dissolution of the Corporation), nor its merger or consolidation into or with any other Person, shall be deemed to be the voluntary or involuntary liquidation, winding-up or dissolution of the Corporation.

Section 6.     No Redemption; No Sinking Fund.

The Mandatory Convertible Preferred Stock shall not be subject to any redemption, sinking fund or other similar provisions. However, at the Corporation’s option, it may purchase or exchange the Mandatory Convertible Preferred Stock from time to time in the open market, by tender or exchange offer or otherwise, without the consent of, or notice to, Holders.

Section 7.     Voting Powers.

(a)     General. Holders shall not have any voting rights or powers other than those set forth in this Section 7, except as specifically required by Delaware law or by the Charter from time to time.

 

12


(b)     Right to Elect Two Directors Upon Nonpayment. (i) Whenever dividends on any shares of the Mandatory Convertible Preferred Stock have not been declared and paid for the equivalent of six or more Dividend Periods, whether or not for consecutive Dividend Periods (a “Nonpayment”), the authorized number of directors on the Board of Directors shall, at the Corporation’s next annual meeting of the stockholders or at a special meeting of stockholders as provided below, automatically be increased by two and Holders, voting together as a single class with holders of any and all other series of Voting Preferred Stock then outstanding, shall be entitled, at the Corporation’s next annual meeting of stockholders or at a special meeting of stockholders, if any, as provided below, to vote for the election of a total of two additional members of the Board of Directors (the “Preferred Stock Directors”); provided that the election of any such Preferred Stock Directors will not cause the Corporation to violate the corporate governance requirements of NYSE (or any other exchange or automated quotation system on which the Corporation’s securities may be listed or quoted) that requires listed or quoted companies to have a majority of independent directors; and provided further that the Board of Directors shall, at no time, include more than two Preferred Stock Directors.

(ii)     In the event of a Nonpayment, the holders of record of at least 25% of the shares of the Mandatory Convertible Preferred Stock and any other series of Voting Preferred Stock may request that a special meeting of stockholders be called to elect such Preferred Stock Directors (provided, however, that if the next annual or a special meeting of stockholders is scheduled to be held within 90 days of the receipt of such request, the election of such Preferred Stock Directors, to the extent otherwise permitted by the By-Laws, shall, instead, be included in the agenda for, and shall be held at, such scheduled annual or special meeting of stockholders). The Preferred Stock Directors shall stand for reelection annually, at each subsequent annual meeting of the stockholders, so long as the Holders continue to have such voting powers. At any meeting at which the Holders are entitled to elect Preferred Stock Directors, the holders of record of a majority in voting power of the then outstanding shares of Mandatory Convertible Preferred Stock and all other series of Voting Preferred Stock, present in person or represented by proxy, shall constitute a quorum and the vote of the holders of a majority in voting power of such shares of Mandatory Convertible Preferred Stock and other Voting Preferred Stock so present or represented by proxy at any such meeting at which there shall be a quorum shall be sufficient to elect the Preferred Stock Directors. Whether a plurality, majority or other portion in voting power of Mandatory Convertible Preferred Stock and any other Voting Preferred Stock have been voted in favor of any matter shall be determined by reference to the respective liquidation preference amounts of the Mandatory Convertible Preferred Stock and such other Voting Preferred Stock voted.

(iii)     If and when all accumulated and unpaid dividends on the Mandatory Convertible Preferred Stock have been paid in full, or declared and a sum or number of shares of the Common Stock sufficient for such payment shall have been set aside for the benefit of the Holders thereof on the applicable Regular Record Date (a “Nonpayment Remedy”), the Holders shall immediately and, without any further action by the Corporation, be divested of the voting powers described in this Section 7(b), subject to the revesting of such powers in the event of each subsequent Nonpayment. If such voting powers for the Holders and all other holders of Voting Preferred Stock shall have terminated, each Preferred Stock Director then in office shall automatically be disqualified as a director and shall no longer be a director and the term of office of each such Preferred Stock Director so elected shall terminate at such time and the authorized number of directors on the Board of Directors shall automatically decrease by two.

(iv)     Any Preferred Stock Director may be removed at any time, with or without cause, by the holders of record of a majority in voting power of the outstanding shares of the Mandatory Convertible Preferred Stock and any other series of Voting Preferred Stock then outstanding (voting together as a single class), when they have the voting powers described in this Section 7(b). In the event that a Nonpayment shall have occurred and there shall not have been a Nonpayment Remedy, any vacancy in the office of a Preferred Stock Director (other than prior to the initial election of Preferred Stock Directors after a Nonpayment) may be filled by the written consent of the Preferred Stock Director remaining in office, except in the event that such vacancy is created as a result of such Preferred Stock Director being removed, or if no Preferred Stock Director remains in office, such vacancy may be filled by a vote of the holders of record of a majority in voting power of the outstanding shares of the Mandatory Convertible Preferred Stock and any other series of Voting Preferred Stock then outstanding (voting together as a single class) when they have the voting powers described in this Section 7(b); provided that the election of any such

 

13


Preferred Stock Directors to fill such vacancy will not cause the Corporation to violate the corporate governance requirements of NYSE (or any other exchange or automated quotation system on which the Corporation’s securities may be listed or quoted) that requires listed or quoted companies to have a majority of independent directors. The Preferred Stock Directors shall each be entitled to one vote per director on any matter that shall come before the Board of Directors for a vote.

(c)     Other Voting Powers. So long as any shares of the Mandatory Convertible Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote or consent of the holders of record of at least two-thirds in voting power of the outstanding shares of the Mandatory Convertible Preferred Stock and all other series of Voting Preferred Stock at the time outstanding and entitled to vote thereon (subject to the last paragraph of this Section 7(c)), voting together as a single class, given in person or by proxy, either in writing without a meeting or by vote at an annual or special meeting of such stockholders:

(i)    amend or alter the provisions of the Charter so as to authorize or create, or increase the authorized number of, any class or series of Senior Stock;

(ii)    amend, alter or repeal the provisions of the Charter or the Certificate of Designations so as to adversely affect the special rights, preferences or voting powers of the Mandatory Convertible Preferred Stock; or

(iii)    consummate a binding share exchange or reclassification involving the shares of the Mandatory Convertible Preferred Stock or a merger or consolidation of the Corporation with another entity, unless in each case: (i) the shares of the Mandatory Convertible Preferred Stock remain outstanding following the consummation of such binding share exchange, reclassification, merger or consolidation or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity (or the Mandatory Convertible Preferred Stock is otherwise exchanged or reclassified), are converted or reclassified into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent or the right to receive such securities; and (ii) the shares of the Mandatory Convertible Preferred Stock that remain outstanding or such shares of preference securities, as the case may be, have such rights, preferences and voting powers that, taken as a whole, are not materially less favorable to the holders thereof than the rights, preferences and voting powers, taken as a whole, of the Mandatory Convertible Preferred Stock immediately prior to the consummation of such transaction;

provided, however, that in the event a transaction would trigger voting powers under clauses (ii) and (iii) above, clause (iii) shall govern; provided, further, however, that for all purposes of this Section 7(c):

 

  (1)

any increase in the number of the Corporation’s authorized but unissued shares of Preferred Stock,

 

  (2)

any increase in the number of the authorized or issued shares of Mandatory Convertible Preferred Stock, or

 

  (3)

the creation and issuance, or increase in the authorized or issued number, of any class or series of Parity Stock or Junior Stock,

shall be deemed not to adversely affect (or to otherwise cause to be materially less favorable) the rights, preferences or voting powers of the Mandatory Convertible Preferred Stock and shall not require the affirmative vote or consent of Holders.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the rights, preferences or voting powers of one or more but not all series of Voting Preferred Stock (including the Mandatory Convertible Preferred Stock for this purpose), then only the series of Voting Preferred Stock the rights, preferences and voting powers of which are adversely affected and entitled to vote shall vote as a class in lieu of all other series of Voting Preferred Stock.

 

14


(d)    Without the consent of the Holders, so long as such action does not adversely affect the special rights, preferences or voting powers of the Mandatory Convertible Preferred Stock, and limitations and restrictions thereof, the Corporation may amend, alter, supplement or repeal any terms of the Mandatory Convertible Preferred Stock for the following purposes:

 

  (i)

to cure any ambiguity, omission or mistake, or to correct or supplement any provision contained in the Certificate of Designations that may be defective or inconsistent with any other provision contained in the Certificate of Designations;

 

  (ii)

to make any provision with respect to matters or questions relating to the Mandatory Convertible Preferred Stock that is not inconsistent with the provisions of the Charter or the Certificate of Designations; or

 

  (iii)

to make any other change that does not adversely affect the rights of any Holder (other than any Holder that consents to such change).

In addition, without the consent of the Holders, the Corporation may amend, alter, supplement or repeal any terms of the Mandatory Convertible Preferred Stock in order to (x) conform the terms thereof to the description of the terms of the Mandatory Convertible Preferred Stock set forth in the Prospectus or (y) file a certificate of correction with respect to the Certificate of Designations to the extent permitted by Section 103(f) of the Delaware General Corporation Law.

(e)    Prior to the close of business on the applicable Conversion Date, the shares of Common Stock issuable upon conversion of any shares of the Mandatory Convertible Preferred Stock shall not be deemed to be outstanding for any purpose and Holders shall have no rights, powers or preferences with respect to such shares of Common Stock, including voting powers (including the power to vote on any amendment to the Charter that would adversely affect the rights, powers or preferences of the Common Stock), rights to respond to tender offers for the Common Stock and rights to receive any dividends or other distributions on the Common Stock, by virtue of holding the Mandatory Convertible Preferred Stock.

(f)    The number of votes that each share of Mandatory Convertible Preferred Stock and any Voting Preferred Stock participating in the votes set forth in this Section 7 shall have and shall be in proportion to the liquidation preference of such share.

(g)    The rules and procedures for calling and conducting any meeting of the Holders (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other procedural aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Charter, the By-Laws, applicable law and the rules of any national securities exchange or other trading facility on which the Mandatory Convertible Preferred Stock is listed or traded at the time.

Section 8.     Mandatory Conversion on the Mandatory Conversion Date. (a) Each outstanding share of the Mandatory Convertible Preferred Stock shall automatically convert (unless previously converted in accordance with Section 9 or Section 10) on the Mandatory Conversion Date (“Mandatory Conversion”), into a number of shares of Common Stock equal to the Mandatory Conversion Rate.

(b)     The “Mandatory Conversion Rate” shall, subject to adjustment in accordance with Section 8(c), be as follows:

(i)     if the Applicable Market Value is greater than the Threshold Appreciation Price, then the Mandatory Conversion Rate shall be equal to [                ] shares of Common Stock per share of the Mandatory Convertible Preferred Stock (the “Minimum Conversion Rate”);

(ii)     if the Applicable Market Value is less than or equal to the Threshold Appreciation Price but equal to or greater than the Initial Price, then the Mandatory Conversion Rate per share of the Mandatory Convertible Preferred Stock shall be equal to $50.00 divided by the Applicable Market Value, rounded to the nearest ten-thousandth of a share of Common Stock; or

 

15


(iii)     if the Applicable Market Value is less than the Initial Price, then the Mandatory Conversion Rate shall be equal to [                ] shares of Common Stock per share of the Mandatory Convertible Preferred Stock (the “Maximum Conversion Rate”);

provided that the Fixed Conversion Rates are each subject to adjustment in accordance with the provisions of Section 14.

(c)    If the Corporation declares a dividend on the Mandatory Convertible Preferred Stock for the Dividend Period ending on, but excluding, May 15, 2022, the Corporation shall pay such dividend to the Record Holders as of the immediately preceding Regular Record Date, in accordance with Section 4 and subject to the limitations set forth therein. If on or prior to May 15, 2022, the Corporation has not declared all or any portion of the accumulated and unpaid dividends on the Mandatory Convertible Preferred Stock, the Mandatory Conversion Rate shall be adjusted so that Holders receive an additional number of shares of Common Stock equal to:

(i)    the amount of such undeclared, accumulated and unpaid dividends per share of the Mandatory Convertible Preferred Stock (the “Mandatory Conversion Additional Conversion Amount”), divided by

(ii)    the greater of (x) the Floor Price and (y) 97% of the Average Price (calculated using May 15, 2022 as the applicable Dividend Payment Date).

To the extent that the Mandatory Conversion Additional Conversion Amount exceeds the product of such number of additional shares and 97% of the Average Price, the Corporation shall, if it is legally able to do so, and to the extent permitted under the terms of the documents governing its indebtedness, declare and pay such excess amount in cash (computed to the nearest cent) pro rata per share to the Holders. Any such payment in cash may not be permitted by the Corporation’s then existing debt instruments. To the extent that the Corporation is not able to pay such excess amount in cash under applicable law and in compliance with its indebtedness, the Corporation shall not have any obligation to pay such amount in cash or deliver additional shares of Common Stock in respect of such amount, and such amount will not form a part of the cumulative dividends that may be deemed to accumulate on the shares of Mandatory Convertible Preferred Stock.    

Section 9.     Early Conversion at the Option of the Holder. (a) Other than during a Fundamental Change Conversion Period, subject to satisfaction of the conversion procedures set forth in Section 11, the Holders shall have the option to convert their Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of the Mandatory Convertible Preferred Stock), at any time prior to May 15, 2022 (an “Early Conversion”), into shares of Common Stock at the Minimum Conversion Rate, subject to adjustment in accordance with Section 9(b).

(b)     If, as of any Early Conversion Date, the Corporation has not declared all or any portion of the accumulated and unpaid dividends for all full Dividend Periods ending on a Dividend Payment Date prior to such Early Conversion Date, the Minimum Conversion Rate shall be adjusted, with respect to the relevant Early Conversion, so that the Holders converting their Mandatory Convertible Preferred Stock at such time receive an additional number of shares of Common Stock equal to:

(i) such amount of undeclared, accumulated and unpaid dividends per share of Mandatory Convertible Preferred Stock for such prior full Dividend Periods (the “Early Conversion Additional Conversion Amount”), divided by

(ii) the greater of (x) the Floor Price and (y) the Average VWAP per share of the Common Stock over the 20 consecutive Trading Day period (the “Early Conversion Settlement Period”) commencing on, and including, the 21st Scheduled Trading Day immediately preceding the Early Conversion Date (such average being referred to as the “Early Conversion Average Price”).

 

16


To the extent that the Early Conversion Additional Conversion Amount exceeds the product of such number of additional shares and the Early Conversion Average Price, the Corporation shall not have any obligation to pay the shortfall in cash or deliver shares of Common Stock in respect of such shortfall.

Except as set forth in the first sentence of this Section 9(b), upon any Early Conversion of any shares of Mandatory Convertible Preferred Stock, the Corporation shall make no payment or allowance for unpaid dividends on such shares of the Mandatory Convertible Preferred Stock, unless such Early Conversion Date occurs after the Regular Record Date for a declared dividend and on or prior to the immediately succeeding Dividend Payment Date, in which case the Corporation shall pay such dividend on such Dividend Payment Date to the Record Holder of the converted shares of the Mandatory Convertible Preferred Stock as of such Regular Record Date, in accordance with Section 4.

Section 10.     Fundamental Change Conversion. (a) If a Fundamental Change occurs on or prior to May 15, 2022, the Holders shall have the right (the “Fundamental Change Conversion Right”) during the Fundamental Change Conversion Period to:

(i)    convert their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of the Mandatory Convertible Preferred Stock) (any such conversion pursuant to this Section 10(a) being a “Fundamental Change Conversion”) into a number of shares of Common Stock (or Units of Exchange Property in accordance with Section 15) equal to the Fundamental Change Conversion Rate per share of Mandatory Convertible Preferred Stock;

(ii)    with respect to such converted shares of Mandatory Convertible Preferred Stock, receive an amount equal to the present value, calculated using a discount rate of [        ]% per annum, of all dividend payments on such shares (excluding any Accumulated Dividend Amount) for (a) the partial Dividend Period, if any, from, and including, the Fundamental Change Effective Date to, but excluding, the next Dividend Payment Date and (b) all the remaining full Dividend Periods from, and including, the Dividend Payment Date following the Fundamental Change Effective Date to, but excluding, May 15, 2022 (the “Fundamental Change Dividend Make-Whole Amount”), payable in cash or shares of Common Stock; and

(iii)    with respect to such converted shares of Mandatory Convertible Preferred Stock, receive the Accumulated Dividend Amount payable in cash or shares of Common Stock,

subject in the case of clauses (ii) and (iii) to certain limitations with respect to the number of shares of Common Stock the Corporation will be required to deliver as set forth in Section 10(d); provided, that if the Regular Record Date for a Divided Period for which the Corporation, as of the Fundamental Change Effective Date, declared a dividend occurs before or during the related Fundamental Change Conversion Period, then the Corporation shall pay such dividend on the relevant Dividend Payment Date to the Record Holders as of such Regular Record Date, in accordance with Section 4, and the Accumulated Dividend Amount shall not include the amount of such dividend, and the Fundamental Change Dividend Make-Whole Amount shall not include the present value of the payment of such dividend.

(b)    To exercise the Fundamental Change Conversion Right, Holders must submit their shares of Mandatory Convertible Preferred Stock for conversion at any time during the Fundamental Change Conversion Period. Holders who do not submit their shares for conversion during the Fundamental Change Conversion Period shall not be entitled to convert their Mandatory Convertible Preferred Stock at the relevant Fundamental Change Conversion Rate or to receive the relevant Fundamental Change Dividend Make-Whole Amount or the relevant Accumulated Dividend Amount.

The Corporation shall provide written notice (the “Fundamental Change Notice”) to Holders of the Fundamental Change Effective Date no later than the second Business Day immediately following such Fundamental Change Effective Date.

 

17


The Fundamental Change Notice shall state:

(i)     the event causing the Fundamental Change;

(ii)     the anticipated Fundamental Change Effective Date or actual Fundamental Change Effective Date, as the case may be;

(iii)     that Holders shall have the right to effect a Fundamental Change Conversion in connection with such Fundamental Change during the Fundamental Change Conversion Period;

(iv)     the Fundamental Change Conversion Period; and

(v)     the instructions a Holder must follow to effect a Fundamental Change Conversion in connection with such Fundamental Change.

(c)     Not later than the second Business Day following the Fundamental Change Effective Date, the Corporation shall notify Holders of:

(i)     the Fundamental Change Conversion Rate (if notice is provided to Holders prior to the anticipated Fundamental Change Effective Date, specifying how the Fundamental Change Conversion Rate will be determined);

(ii)     the Fundamental Change Dividend Make-Whole Amount and whether the Corporation will pay such amount in cash, shares of Common Stock (or to the extent applicable, Units of Exchange Property) or a combination thereof, specifying the combination, if applicable; and

(iii)     the Accumulated Dividend Amount as of the Fundamental Change Effective Date and whether the Corporation will pay such amount in cash, shares of Common Stock (or to the extent applicable, Units of Exchange Property) or a combination thereof, specifying the combination, if applicable.

(d)     (i) For any shares of the Mandatory Convertible Preferred Stock that are converted during the Fundamental Change Conversion Period, in addition to the Common Stock issued upon conversion at the Fundamental Change Conversion Rate, the Corporation shall at its option (subject to satisfaction of the requirements of this Section):

(A)     pay the Fundamental Change Dividend Make-Whole Amount in cash (computed to the nearest cent), to the extent the Corporation is legally permitted to do so and to the extent permitted under the terms of the documents governing its indebtedness;

(B)     increase the number of shares of Common Stock (or Units of Exchange Property) to be issued upon conversion by a number equal to (x) the Fundamental Change Dividend Make-Whole Amount, divided by (y) the greater of (i) the Floor Price and (ii) 97% of the Fundamental Change Stock Price; or

(C)     pay the Fundamental Change Dividend Make-Whole Amount through any combination of cash and shares of Common Stock (or Units of Exchange Property) in accordance with the provisions of clauses (A) and (B) above.

(ii)     In addition, to the extent that the Accumulated Dividend Amount exists as of the Fundamental Change Effective Date, the converting Holder shall be entitled to receive such Accumulated Dividend Amount upon such Fundamental Change Conversion. The Corporation shall, at its option, pay the Accumulated Dividend Amount (subject to satisfaction of the requirements of this Section):

(A)     in cash (computed to the nearest cent), to the extent the Corporation is legally permitted to do so and to the extent permitted under the terms of the documents governing its indebtedness;

 

18


(B)     in an additional number of shares of Common Stock (or Units of Exchange Property) equal to (x) the Accumulated Dividend Amount, divided by (y) the greater of (i) the Floor Price and (ii) 97% of the Fundamental Change Stock Price; or

(C)     through any combination of cash and shares of Common Stock (or Units of Exchange Property) in accordance with the provisions of clauses (A) and (B) above.

(iii)     The Corporation shall pay the Fundamental Change Dividend Make-Whole Amount and the Accumulated Dividend Amount in cash, except to the extent the Corporation elects on or prior to the second Business Day following the relevant Fundamental Change Effective Date to make all or any portion of such payments in shares of Common Stock (or Units of Exchange Property). If the Corporation elects to deliver Common Stock (or Units of Exchange Property) in respect of all or any portion of the Fundamental Change Dividend Make-Whole Amount or the Accumulated Dividend Amount, to the extent that the Fundamental Change Dividend Make-Whole Amount or the Accumulated Dividend Amount or the dollar amount of any portion thereof paid in Common Stock (or Units of Exchange Property) exceeds the product of (x) the number of additional shares the Corporation delivers in respect thereof and (y) 97% of the Fundamental Change Stock Price, the Corporation shall, if it is legally able to do, and to the extent permitted under the terms of the documents governing its indebtedness, pay such excess amount in cash (computed to the nearest cent). Any such payment in cash may not be permitted by the Corporation’s then existing debt instruments, including any restricted payments covenants. To the extent that the Corporation is not able to pay such excess amount in cash under applicable law and in compliance with its indebtedness, the Corporation shall not have any obligation to pay such amount in cash or deliver additional shares of Common Stock in respect of such amount.

(iv)     No fractional shares of Common Stock (or, to the extent applicable, Units of Exchange Property) shall be delivered by the Corporation to converting Holders in respect of the Fundamental Change Dividend Make-Whole Amount or the Accumulated Dividend Amount. The Corporation shall instead pay a cash amount (computed to the nearest cent) to each a converting Holder that would otherwise be entitled to receive a fraction of a share of Common Stock (or to the extent applicable, Units of Exchange Property) based on the Average VWAP per share of Common Stock (or to the extent applicable, Units of Exchange Property) over the five consecutive Trading Day period beginning on, and including, the seventh Scheduled Trading Day immediately preceding the relevant Fundamental Change Conversion Date.

(v)    If the Corporation is prohibited from paying or delivering, as the case may be, the Fundamental Change Dividend Make-Whole Amount (whether in cash or in shares of Common Stock), in whole or in part, due to limitations of applicable Delaware law, the Fundamental Change Conversion Rate will instead be increased by a number of shares of Common Stock equal to:

(A)     the cash amount of the aggregate unpaid and undelivered Fundamental Change Dividend Make-Whole Amount, divided by

(B)     the greater of (i) the Floor Price and (ii) 97% of the Fundamental Change Stock Price.

To the extent that the cash amount of the aggregate unpaid and undelivered Fundamental Change Dividend Make-Whole Amount exceeds the product of such number of additional shares and 97% of the Fundamental Change Stock Price, the Corporation shall not have any obligation to pay the shortfall in cash or deliver additional shares of Common Stock in respect of such amount.

Section 11.     Conversion Procedures. (a) Pursuant to Section 8, on the Mandatory Conversion Date, any outstanding shares of Mandatory Convertible Preferred Stock shall mandatorily and automatically convert into shares of Common Stock.

Subject to any applicable rules and procedures of the Depositary, if more than one share of the Mandatory Convertible Preferred Stock held by the same Holder is automatically converted on the Mandatory Conversion Date, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Mandatory Convertible Preferred Stock so converted.

 

19


A Holder of shares of the Mandatory Convertible Preferred Stock that are mandatorily converted shall not be required to pay any transfer or similar taxes or duties relating to the issuance or delivery of the Common Stock, except that such Holder shall be required to pay any tax or duty that may be payable relating to any transfer involved in the issuance or delivery of the Common Stock in a name other than the name of such Holder.

A certificate representing the shares of Common Stock issuable upon conversion shall be issued and delivered to the converting Holder or, if the Mandatory Convertible Preferred Stock being converted are in book-entry form, the shares of Common Stock issuable upon conversion shall be delivered to the converting Holder through book-entry transfer through the facilities of the Depositary, in each case, together with delivery by the Corporation to the converting Holder of any cash to which the converting Holder is entitled, only after all applicable taxes and duties, if any, payable by such converting Holder have been paid in full, and such shares and cash will be delivered on the later of (i) the Mandatory Conversion Date and (ii) the Business Day after the Holder has paid in full all applicable taxes and duties, if any.

The Person or Persons entitled to receive the shares of Common Stock issuable upon Mandatory Conversion shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the close of business on the Mandatory Conversion Date. Except as provided under Section 14, prior to the close of business on the Mandatory Conversion Date, the Common Stock issuable upon conversion of Mandatory Convertible Preferred Stock shall not be deemed to be outstanding for any purpose and Holders shall have no rights, powers or preferences with respect to such Common Stock, including voting powers, rights to respond to tender offers and rights to receive any dividends or other distributions on the Common Stock, by virtue of holding the Mandatory Convertible Preferred Stock.

(b)     To effect an Early Conversion pursuant to Section 9, a Holder must:

(i)    complete and manually sign the conversion notice on the back of the Mandatory Convertible Preferred Stock certificate or a facsimile of such conversion notice;

(ii)    deliver the completed conversion notice and the certificated shares of Mandatory Convertible Preferred Stock to be converted to the Conversion and Dividend Disbursing Agent;

(iii)    if required, furnish appropriate endorsements and transfer documents; and

(iv)    if required, pay all transfer or similar taxes or duties, if any.

Notwithstanding the foregoing, to effect an Early Conversion pursuant to Section 9 of shares of Mandatory Convertible Preferred Stock held in global form, the Holder must, in lieu of the foregoing, comply with the applicable procedures of DTC (or any other Depositary for the shares of Mandatory Convertible Preferred Stock held in global form appointed by the Corporation).

The Early Conversion shall be effective on the date on which a Holder has satisfied the foregoing requirements, to the extent applicable (“Early Conversion Date”).

Subject to any applicable rules and procedures of the Depositary, if more than one share of the Mandatory Convertible Preferred Stock is surrendered for conversion at one time by or for the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of the Mandatory Convertible Preferred Stock so surrendered.

A Holder shall not be required to pay any transfer or similar taxes or duties relating to the issuance or delivery of Common Stock upon conversion, but such Holder shall be required to pay any tax or duty that may be payable relating to any transfer involved in the issuance or delivery of Common Stock in a name other than the name of such Holder.

 

20


A certificate representing the shares of Common Stock issuable upon conversion shall be issued and delivered to the converting Holder or, if the Mandatory Convertible Preferred Stock being converted are in book-entry form, the shares of Common Stock issuable upon conversion shall be delivered to the converting Holder through book-entry transfer through the facilities of the Depositary, in each case, together with delivery by the Corporation to the converting Holder of any cash to which the converting Holder is entitled, only after all applicable taxes and duties, if any, payable by such converting Holder have been paid in full, and such shares and cash will be delivered on the latest of (i) the second Business Day immediately succeeding the Early Conversion Date, (ii) if applicable, the second Business Day immediately succeeding the last day of the Early Conversion Settlement Period, and (iii) the Business Day after the Holder has paid in full all applicable taxes and duties, if any.

The Person or Persons entitled to receive the shares of Common Stock issuable upon Early Conversion shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the close of business on the applicable Early Conversion Date. Except as set forth in Section 14, prior to the close of business on such applicable Early Conversion Date, the shares of Common Stock issuable upon conversion of any shares of Mandatory Convertible Preferred Stock shall not be deemed to be outstanding for any purpose, and Holders shall have no rights, powers or preferences with respect to such shares of Common Stock, including voting powers, rights to respond to tender offers for the Common Stock and rights to receive any dividends or other distributions on the Common Stock, by virtue of holding shares of Mandatory Convertible Preferred Stock.

In the event that an Early Conversion is effected with respect to shares of Mandatory Convertible Preferred Stock representing less than all the shares of the Mandatory Convertible Preferred Stock held by a Holder, upon such Early Conversion the Corporation shall execute and instruct the Transfer Agent and Registrar to countersign and deliver to the Holder thereof, at the expense of the Corporation, a certificate evidencing the shares of Mandatory Convertible Preferred Stock as to which Early Conversion was not effected, or, if the Mandatory Convertible Preferred Stock is held in book-entry form, the Corporation shall cause the Transfer Agent and Registrar to reduce the number of shares of the Mandatory Convertible Preferred Stock represented by the global certificate by making a notation on Schedule I attached to the global certificate or otherwise notate such reduction in the register maintained by such Transfer Agent and Registrar.

(c)     To effect a Fundamental Change Conversion pursuant to Section 10, a Holder must:

(i)    complete and manually sign the conversion notice on the back of the Mandatory Convertible Preferred Stock certificate or a facsimile of such conversion notice;

(ii)    deliver the completed conversion notice and the certificated shares of Mandatory Convertible Preferred Stock to be converted to the Conversion and Dividend Disbursing Agent;

(iii)    if required, furnish appropriate endorsements and transfer documents; and

(iv)    if required, pay all transfer or similar taxes or duties, if any.

Notwithstanding the foregoing, to effect a Fundamental Change Conversion pursuant to Section 10 of shares of Mandatory Convertible Preferred Stock held in global form, the Holder must, in lieu of the foregoing, comply with the applicable procedures of DTC (or any other Depositary for the shares of Mandatory Convertible Preferred Stock held in global form appointed by the Corporation).

The Fundamental Change Conversion shall be effective on the date on which a Holder has satisfied the foregoing requirements, to the extent applicable (the “Fundamental Change Conversion Date”).

Subject to any applicable rules and procedures of the Depositary, if more than one share of the Mandatory Convertible Preferred Stock is surrendered for conversion at one time by or for the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of the Mandatory Convertible Preferred Stock so surrendered.

A Holder shall not be required to pay any transfer or similar taxes or duties relating to the issuance or delivery of Common Stock upon conversion, but such Holder shall be required to pay any tax or duty that may be payable relating to any transfer involved in the issuance or delivery of Common Stock in a name other than the name of such Holder.

 

21


A certificate representing the shares of Common Stock issuable upon conversion shall be issued and delivered to the converting Holder or, if the Mandatory Convertible Preferred Stock being converted are in book-entry form, the shares of Common Stock issuable upon conversion shall be delivered to the converting Holder through book-entry transfer through the facilities of the Depositary, in each case, together with delivery by the Corporation to the converting Holder of any cash to which the converting Holder is entitled, only after all applicable taxes and duties, if any, payable by such converting Holder have been paid in full, on the later of (i) the second Business Day immediately succeeding the Fundamental Change Conversion Date and (ii) the Business Day after the Holder has paid in full all applicable taxes and duties, if any.

The Person or Persons entitled to receive the shares of Common Stock issuable upon such Fundamental Change Conversion shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the close of business on the applicable Fundamental Change Conversion Date. Except as set forth in Section 14, prior to the close of business on such applicable Fundamental Change Conversion Date, the shares of Common Stock issuable upon conversion of any shares of the Mandatory Convertible Preferred Stock shall not be outstanding for any purpose, and Holders shall have no rights, powers or preferences with respect to the Common Stock, including voting powers, rights to respond to tender offers for the Common Stock and rights to receive any dividends or other distributions on the Common Stock, by virtue of holding shares of Mandatory Convertible Preferred Stock.

In the event that a Fundamental Change Conversion is effected with respect to shares of Mandatory Convertible Preferred Stock representing less than all the shares of Mandatory Convertible Preferred Stock held by a Holder, upon such Fundamental Change Conversion the Corporation shall execute and instruct the Transfer Agent and Registrar to countersign and deliver to the Holder thereof, at the expense of the Corporation, a certificate evidencing the shares of Mandatory Convertible Preferred Stock as to which Fundamental Change Conversion was not effected, or, if Mandatory Convertible Preferred Stock is held in book-entry form, the Corporation shall cause the Transfer Agent and Registrar to reduce the number of shares of Mandatory Convertible Preferred Stock represented by the global certificate by making a notation on Schedule I attached to the global certificate or otherwise notate such reduction in the register maintained by such Transfer Agent and Registrar.

(d)     In the event that a Holder shall not by written notice designate the name in which shares of Common Stock to be issued upon conversion of such Mandatory Convertible Preferred Stock should be registered or, if applicable, the address to which the certificate or certificates representing such shares of Common Stock should be sent, the Corporation shall be entitled to register such shares, and make such payment, in the name of the Holder as shown on the records of the Corporation and, if applicable, to send the certificate or certificates representing such shares of Common Stock to the address of such Holder shown on the records of the Corporation.

(e)     Shares of Mandatory Convertible Preferred Stock shall cease to be outstanding on the applicable Conversion Date, subject to the right of Holders of such shares to receive shares of Common Stock issuable upon conversion of such shares of Mandatory Convertible Preferred Stock and other amounts and shares of Common Stock, if any, to which they are entitled pursuant to Sections 8, 9 or 10, as applicable and, if the applicable Conversion Date occurs after the Regular Record Date for a declared dividend and prior to the immediately succeeding Dividend Payment Date, subject to the right of the Record Holders of such shares of the Mandatory Convertible Preferred Stock on such Regular Record Date to receive payment of the full amount of such declared dividend on such Dividend Payment Date pursuant to Section 4.

Section 12.     Reservation of Common Stock. (a) The Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of shares of Mandatory Convertible Preferred Stock as herein provided, and free from any preemptive or other similar rights, a number of shares of Common Stock equal to the maximum number of shares of Common Stock deliverable upon conversion of all shares of Mandatory Convertible Preferred Stock (which shall initially equal a number of shares of Common Stock equal to the sum of (x) the product of (i) [                ] shares of Mandatory Convertible Preferred Stock, and (ii) the initial Maximum Conversion Rate and (y) the product of (i) [                ] shares of Mandatory Convertible Preferred Stock, and (ii) the maximum number of shares of Common Stock that would be added to the

 

22


Mandatory Conversion Rate assuming (A) the Corporation paid no dividends on the shares of Mandatory Convertible Preferred Stock prior to the Mandatory Conversion Date and (B) the Floor Price is greater than 97% of the relevant Average Price). For purposes of this Section 12(a), the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of Mandatory Convertible Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.

(b)     Notwithstanding the foregoing, the Corporation shall be entitled to deliver upon conversion of shares of Mandatory Convertible Preferred Stock or as payment of any dividend on such shares of Mandatory Convertible Preferred Stock, as herein provided, shares of Common Stock reacquired and held in the treasury of the Corporation (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).

(c)     All shares of Common Stock delivered upon conversion of, or as payment of a dividend on, the Mandatory Convertible Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders) and free of preemptive rights.

(d)     Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of Mandatory Convertible Preferred Stock, the Corporation shall use commercially reasonable efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

(e)     The Corporation hereby covenants and agrees that, if at any time the Common Stock shall be listed on NYSE or any other national securities exchange or automated quotation system, the Corporation shall, if permitted by the rules of such exchange or automated quotation system, list and use its commercially reasonable efforts to keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all Common Stock issuable upon conversion (including, for the avoidance of doubt, with respect to the Mandatory Conversion Additional Conversion Amount or Early Conversion Additional Conversion Amount) of, or issuable in respect of the payment of dividends, the Accumulated Dividend Amount and the Fundamental Change Dividend Make-Whole Amount on, the Mandatory Convertible Preferred Stock; provided, however, that if the rules of such exchange or automated quotation system permit the Corporation to defer the listing of such Common Stock until the earlier of (x) the first conversion of Mandatory Convertible Preferred Stock into Common Stock in accordance with the provisions hereof and (y) the first payment of any dividends, any Accumulated Dividend Amount or any Fundamental Change Dividend Make-Whole Amount on the Mandatory Convertible Preferred Stock, the Corporation covenants to list such Common Stock issuable upon the earlier of (1) the first conversion of the Mandatory Convertible Preferred Stock and (2) the first payment of any dividends, any Accumulated Dividend Amount or any Fundamental Change Dividend Make-Whole Amount on the Mandatory Convertible Preferred Stock in accordance with the requirements of such exchange or automated quotation system at such time.

Section 13.     Fractional Shares. (a) No fractional shares of Common Stock shall be issued to Holders as a result of any conversion of shares of Mandatory Convertible Preferred Stock.

(b)     In lieu of any fractional shares of Common Stock otherwise issuable in respect of the aggregate number of shares of the Mandatory Convertible Preferred Stock of any Holder that are converted on the Mandatory Conversion Date pursuant to Section 8 or at the option of the Holder pursuant to Section 9 or Section 10, such Holder shall be entitled to receive an amount in cash (computed to the nearest cent) equal to the product of (i) that same fraction and (ii) the Average VWAP of the Common Stock over the five consecutive Trading Day period beginning on, and including, the seventh Scheduled Trading Day immediately preceding the Mandatory Conversion Date, Early Conversion Date or Fundamental Change Conversion Date, as applicable.

Section 14.     Anti-Dilution Adjustments to the Fixed Conversion Rates. (a) Each Fixed Conversion Rate shall be adjusted as set forth in this Section 14, except that the Corporation shall not make any adjustments to the Fixed Conversion Rates if Holders participate (other than in the case of a share split or share combination), at the same time and upon the same terms as holders of Common Stock and solely as a result of holding the Mandatory

 

23


Convertible Preferred Stock, in any of the transactions set forth in Sections 14(a)(i)-(vi) without having to convert their Mandatory Convertible Preferred Stock as if they held a number of shares of Common Stock equal to (i) the Maximum Conversion Rate as of the Record Date for such transaction, multiplied by (ii) the number of shares of Mandatory Convertible Preferred Stock held by such Holder.

(i)    If the Corporation exclusively issues shares of Common Stock as a dividend or distribution on shares of Common Stock, or if the Corporation effects a share split or share combination, each Fixed Conversion Rate shall be adjusted based on the following formula:

 

CR1 = CR0 ×         OS1     
    OS0   

 

where,

 

CR0 =

such Fixed Conversion Rate in effect immediately prior to the close of business on the Record Date of such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as applicable;

 

CR1 =

such Fixed Conversion Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such Effective Date, as applicable;

 

OS0 =

the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Date, as applicable, before giving effect to such dividend, distribution, share split or share combination; and

 

OS1 =

the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

Any adjustment made under this Section 14(a)(i) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type set forth in this Section 14(a)(i) is declared but not so paid or made, each Fixed Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors or a committee thereof determines not to pay such dividend or distribution, to such Fixed Conversion Rate that would then be in effect if such dividend or distribution had not been declared. For the purposes of this Section 14(a)(i), the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date and the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination shall, in each case, not include shares that the Corporation holds in treasury. The Corporation shall not pay any dividend or make any distribution on shares of Common Stock that it holds in treasury.

(ii)    If the Corporation issues to all or substantially all holders of Common Stock any rights, options or warrants entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of Common Stock at a price per share that is less than the Average VWAP per share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, each Fixed Conversion Rate shall be increased based on the following formula:

 

CR1 = CR0 ×         OS0 + X     
    OS0 + Y     

 

where,

 

CR0 =

such Fixed Conversion Rate in effect immediately prior to the close of business on the Record Date for such issuance;

 

24


CR1 =

such Fixed Conversion Rate in effect immediately after the close of business on such Record Date;

 

OS0 =

the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date;

 

X =

the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and

 

Y =

the number of shares of Common Stock equal to (i) the aggregate price payable to exercise such rights, options or warrants, divided by (ii) the Average VWAP per share of Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.

Any increase made under this Section 14(a)(ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are not delivered after the exercise of such rights, options or warrants, each Fixed Conversion Rate shall be decreased to such Fixed Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered, if any. If such rights, options or warrants are not so issued, each Fixed Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors or a committee thereof determines not to pay such dividend or distribution, to such Fixed Conversion Rate that would then be in effect if such Record Date for such issuance had not occurred.

For the purpose of this Section 14(a)(ii), in determining whether any rights, options or warrants entitle the holders of Common Stock to subscribe for or purchase shares of Common Stock at less than such Average VWAP per share for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Corporation for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors or a committee thereof.

(iii)    If the Corporation distributes shares of its capital stock, evidences of the Corporation’s indebtedness, other assets or property of the Corporation or rights, options or warrants to acquire its capital stock or other securities, to all or substantially all holders of Common Stock, excluding:

(A)    dividends, distributions or issuances as to which the provisions set forth in Section 14(a)(i) or Section 14(a)(ii) shall apply;

(B)    dividends or distributions paid exclusively in cash as to which the provisions set forth in Section 14(a)(iv) shall apply;

(C)    any dividends and distributions upon conversion of, or in exchange for, shares of Common Stock in connection with a recapitalization, reclassification, change, consolidation, merger or other combination, share exchange, or sale, lease or other transfer or disposition resulting in the change in the conversion consideration as set forth under Section 15;

(D)    except as otherwise set forth in Section 14(a)(vii), rights issued pursuant to a shareholder rights plan adopted by the Corporation; and

(E)    Spin-Offs as to which the provisions set forth below in this Section 14(a)(iii) shall apply;

then each Fixed Conversion Rate shall be increased based on the following formula:

 

CR1 = CR0 ×         SP0   
    SP0 – FMV   

 

25


where,

 

CR0 =

such Fixed Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution;

 

CR1 =

such Fixed Conversion Rate in effect immediately after the close of business on such Record Date;

 

SP0 =

the Average VWAP per share of Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such distribution; and

 

FMV =

the fair market value (as determined by the Board of Directors or a committee thereof in good faith) of the shares of capital stock, evidences of indebtedness, assets, property, rights, options or warrants so distributed, expressed as an amount per share of Common Stock on the Ex-Date for such distribution.

Any increase made under the portion of this Section 14(a)(iii) will become effective immediately after the close of business on the Record Date for such distribution. If such distribution is not so paid or made, each Fixed Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors or a committee thereof determines not to pay such dividend or distribution, to be such Fixed Conversion Rate that would then be in effect if such distribution had not been declared.

Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), or if the difference is less than $1.00, in lieu of the foregoing increase, each Holder shall receive, in respect of each share of Mandatory Convertible Preferred Stock, at the same time and upon the same terms as holders of Common Stock, the amount and kind of the Corporation’s capital stock, evidences of the Corporation’s indebtedness, other assets or property of the Corporation or rights, options or warrants to acquire its capital stock or other securities that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Conversion Rate in effect on the Record Date for the distribution.

With respect to an adjustment pursuant to this Section 14(a)(iii) where there has been a Spin-Off, each Fixed Conversion Rate shall be increased based on the following formula:

 

CR1 = CR0 ×         FMV0 + MP0     
    MP0   

 

where,

 

CR0 =

such Fixed Conversion Rate in effect immediately prior to the close of business on the last Trading Day of the 10 consecutive Trading Day period commencing on, and including, the Ex-Date for the Spin-Off (the “Valuation Period”);

 

CR1 =

such Fixed Conversion Rate in effect immediately after the close of business on the last Trading Day of the Valuation Period;

 

FMV0 =

the Average VWAP per share of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the Valuation Period; and

 

MP0 =

the Average VWAP per share of Common Stock over the Valuation Period.

The increase to each Fixed Conversion Rate under the preceding paragraph will become effective at the close of business on the last Trading Day of the Valuation Period. Notwithstanding the foregoing, if any date for determining the number of shares of Common Stock issuable to a Holder occurs during the Valuation Period, the reference to “10” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed between the beginning of the Valuation Period and such determination date for purposes of determining such Fixed Conversion Rate. If such dividend or distribution is not so paid, each Fixed Conversion Rate shall be decreased, effective as of the date the Board of Directors or a committee thereof determines not to make or pay such dividend or distribution, to be such Fixed Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

 

26


For purposes of this Section 14(a)(iii) (and subject in all respects to Section 14(a)(i) and Section 14(a)(ii)):

(A)    rights, options or warrants distributed by the Corporation to all or substantially all holders of the Common Stock entitling them to subscribe for or purchase shares of the Corporation’s capital stock, including Common Stock (either initially or under certain conditions), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”):

(1)    are deemed to be transferred with such shares of the Common Stock;

(2)    are not exercisable; and

(3)    are also issued in respect of future issuances of the Common Stock,

shall be deemed not to have been distributed for purposes of this Section 14(a)(iii) (and no adjustment to the Fixed Conversion Rates under this Section 14(a)(iii) shall be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Fixed Conversion Rates shall be made under this Section 14(a)(iii).

(B)    If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the Initial Issue Date, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Record Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof).

(C)    In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding clause (B)) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Fixed Conversion Rates under this clause (iii) was made:

(1)    in the case of any such rights, options or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, upon such final redemption or repurchase (x) the Fixed Conversion Rates shall be readjusted as if such rights, options or warrants had not been issued and (y) the Fixed Conversion Rates shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution pursuant to Section 14(a)(iv), equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase; and

(2)    in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Fixed Conversion Rates shall be readjusted as if such rights, options and warrants had not been issued;

provided that, in each case, such rights, options or warrants are deemed to be transferred with such shares of the Common Stock and are also issued in respect of future issuances of the Common Stock.

 

27


For purposes of Section 14(a)(i), Section 14(a)(ii) and this Section 14(a)(iii), if any dividend or distribution to which this Section 14(a)(iii) is applicable includes one or both of:

(A)    a dividend or distribution of shares of Common Stock to which Section 14(a)(i) is applicable (the “Clause A Distribution”); or

(B) an issuance of rights, options or warrants to which Section 14(a)(ii) is applicable (the “Clause B Distribution”),

then:

(1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 14(a)(iii) is applicable (the “Clause C Distribution”) and any Fixed Conversion Rate adjustment required by this Section 14(a)(iii) with respect to such Clause C Distribution shall then be made; and

(2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Fixed Conversion Rate adjustment required by Section 14(a)(i) and Section 14(a)(ii) with respect thereto shall then be made, except that, if determined by the Corporation (I) the “Record Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Record Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Date” within the meaning of Section 14(a)(i) or “outstanding immediately prior to close of business on such Record Date” within the meaning of Section 14(a)(ii).

(iv)    If any cash dividend or distribution is made to all or substantially all holders of Common Stock, each Fixed Conversion Rate shall be adjusted based on the following formula:

 

CR1 = CR0 ×         SP0   
        SP0 – C         

where,

 

CR0 =

such Fixed Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution;

 

CR1 =

such Fixed Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution;

 

SP0 =

the Average VWAP per share of Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such distribution;

 

C =

the amount in cash per share the Corporation distributes to all or substantially all holders of Common Stock.

Any increase made under this Section 14(a)(iv) shall become effective immediately after the close of business on the Record Date for such dividend or distribution. If such dividend or distribution is not so paid, each Fixed Conversion Rate shall be decreased, effective as of the date the Board of Directors or a committee thereof determines not to make or pay such dividend or distribution, to be such Fixed Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), or if the difference is less than $1.00, in lieu of the foregoing increase, each Holder shall receive, for each share of Mandatory Convertible Preferred Stock, at the same time and upon the same terms as holders of shares of Common Stock, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Conversion Rate on the Record Date for such cash dividend or distribution.

 

28


(v)    If the Corporation or any of its Subsidiaries make a payment in respect of a tender or exchange offer for Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Average VWAP per share of Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Date”), each Fixed Conversion Rate shall be increased based on the following formula:

 

CR1 = CR0 x         AC + (SP1 x OS1)     
    OS0 x SP1   

 

where,

 

CR0 =

such Fixed Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date;

 

CR1 =

such Fixed Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date;

 

AC =

the aggregate value of all cash and any other consideration (as determined by the Board of Directors or a committee thereof in good faith) paid or payable for shares purchased in such tender or exchange offer;

 

OS0 =

the number of shares of Common Stock outstanding immediately prior to the Expiration Date (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer);

 

OS1 =

the number of shares of Common Stock outstanding immediately after the Expiration Date (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and

 

SP1 =

the Average VWAP of Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Expiration Date (the “Averaging Period”).

The increase to each Fixed Conversion Rate under the preceding paragraph will become effective at the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date. Notwithstanding the foregoing, if any date for determining the number of shares of Common Stock issuable to a Holder occurs within the 10 Trading Days immediately following, and including, the Trading Day next succeeding the Expiration Date of any tender or exchange offer, the reference to “10” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed between the Expiration Date of such tender or exchange offer and such determination date for purposes of determining such Fixed Conversion Rate. For the avoidance of doubt, no adjustment under this Section 14(a)(v) will be made if such adjustment would result in a decrease in any Fixed Conversion Rate, except as set forth in the immediately succeeding sentence.

In the event that the Corporation or one of its Subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Corporation or such Subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then each Fixed Conversion Rate shall again be adjusted to be such Fixed Conversion Rate that would then be in effect if such tender offer or exchange offer had not been made.

(vi)    If:

(A)     the record date for a dividend or distribution on shares of the Common Stock occurs after the end of the 20 consecutive Trading Day period used for calculating the Applicable Market Value and before the Mandatory Conversion Date; and

 

29


(B)     such dividend or distribution would have resulted in an adjustment of the number of shares of Common Stock issuable to the Holders had such record date occurred on or before the last Trading Day of such 20-Trading Day period,

then the Corporation shall deem the Holders to be holders of record, for each share of their Mandatory Convertible Preferred Stock, of a number of shares of Common Stock equal to the Mandatory Conversion Rate for purposes of that dividend or distribution, and in such a case, the Holders would receive the dividend or distribution on Common Stock together with the number of shares of Common Stock issuable upon mandatory conversion of Mandatory Convertible Preferred Stock.

(vii)    If the Corporation has a rights plan in effect upon conversion of the Mandatory Convertible Preferred Stock into Common Stock, the Holders shall receive, in addition to any shares of Common Stock received in connection with such conversion, the rights under the rights plan. However, if, prior to any conversion, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable rights plan, each Fixed Conversion Rate will be adjusted at the time of separation as if the Corporation distributed to all or substantially all holders of Common Stock, shares of its capital stock, evidences of indebtedness, assets, property, rights, options or warrants as set forth in Section 14(a)(iii), subject to readjustment in the event of the expiration, termination or redemption of such rights.

(viii)     The Corporation may (but is not required to), to the extent permitted by law and the rules of NYSE or any other securities exchange on which the shares of Common Stock or the Mandatory Convertible Preferred Stock is then listed, increase each Fixed Conversion Rate by any amount for a period of at least 20 Business Days if such increase is irrevocable during such 20 Business Days and the Board of Directors, or a committee thereof, determines that such increase would be in the best interest of the Corporation. The Corporation may also (but is not required to) make such increases in each Fixed Conversion Rate as it deems advisable in order to avoid or diminish any income tax to holders of Common Stock resulting from any dividend or distribution of shares of Common Stock (or issuance of rights or warrants to acquire shares of Common Stock) or from any event treated as such for income tax purposes or for any other reason. However, in either case, the Corporation may only make such discretionary adjustments if it makes the same proportionate adjustment to each Fixed Conversion Rate.

(ix)    The Corporation shall not adjust the Fixed Conversion Rates:

(A)    upon the issuance of shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation and the investment of additional optional amounts in Common Stock under any plan;

(B)    upon the issuance of any shares of Common Stock or rights or warrants to purchase such shares of Common Stock pursuant to any present or future benefit or other incentive plan or program of or assumed by the Corporation or any of its Subsidiaries;

(C)    upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in (B) of this Section 14(a)(ix) and outstanding as of the Initial Issue Date;

(D)    for a change in par value of the Common Stock;

(E)    for stock repurchases that are not tender offers referred to in Section 14(a)(v), including structured or derivative transactions or pursuant to a stock repurchase program approved by the Board of Directors;

(F)    for accumulated dividends on the Mandatory Convertible Preferred Stock, except as described in Sections 8, 9 and 10; or

 

30


(G)    for any other issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such convertible or exchangeable securities, except as otherwise stated herein.

(x)    Adjustments to each Fixed Conversion Rate will be calculated to the nearest 1/10,000th of a share of Common Stock. No adjustment to any Fixed Conversion Rate will be required unless the adjustment would require an increase or decrease of at least 1% of the Fixed Conversion Rate; provided, however, that if an adjustment is not made because the adjustment does not change the Fixed Conversion Rates by at least 1%, then such adjustment will be carried forward and taken into account in any future adjustment. Notwithstanding the foregoing, on each date for determining the number of shares of Common Stock issuable to a Holder upon any conversion of the Mandatory Convertible Preferred Stock, the Corporation shall give effect to all adjustments that otherwise had been deferred pursuant to this clause (x), and those adjustments will no longer be carried forward and taken into account in any future adjustment. Except as otherwise provided above, the Corporation will be responsible for making all calculations called for under the Mandatory Convertible Preferred Stock. These calculations include, but are not limited to, determinations of the Fundamental Change Stock Price, the VWAPs, the Average VWAPs and the Fixed Conversion Rates of the Mandatory Convertible Preferred Stock and shall be made in good faith.

(xi)    For the avoidance of doubt, if an adjustment is made to the Fixed Conversion Rates, no separate inversely proportional adjustment will be made to the Initial Price or the Threshold Appreciation Price because the Initial Price is equal to $50.00 divided by the Maximum Conversion Rate (as adjusted in the manner described herein) and the Threshold Appreciation Price is equal to $50.00 divided by the Minimum Conversion Rate (as adjusted in the manner described herein).

(xii)    Whenever any provision of the Certificate of Designations requires the Corporation to calculate the VWAP per share of Common Stock over a span of multiple days, the Board of Directors, or any authorized committee thereof, shall make appropriate adjustments in good faith (including, without limitation, to the Applicable Market Value, the Early Conversion Average Price, the Fundamental Change Stock Price and the Average Price, as the case may be) to account for any adjustments to the Fixed Conversion Rates (as the case may be) that become effective, or any event that would require such an adjustment if the Ex-Date, Effective Date, Record Date or Expiration Date, as the case may be, of such event occurs during the relevant period used to calculate such prices or values, as the case may be.

(b)    Whenever the Fixed Conversion Rates are to be adjusted, the Corporation shall:

(i)    compute such adjusted Fixed Conversion Rates;

(ii)    within 10 Business Days after the Fixed Conversion Rates are to be adjusted, provide or cause to be provided, a written notice to the Holders of the occurrence of such event; and

(iii)    within 10 Business Days after the Fixed Conversion Rates are to be adjusted, provide or cause to be provided, to the Holders, a statement setting forth in reasonable detail the method by which the adjustments to the Fixed Conversion Rates were determined and setting forth such adjusted Fixed Conversion Rates.

Section 15.     Recapitalizations, Reclassifications and Changes of Common Stock. In the event of:

(i)    any consolidation or merger of the Corporation with or into another Person (other than a merger or consolidation in which the Corporation is the surviving corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Corporation or another Person);

(ii)     any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation;

 

31


(iii)    any reclassification of Common Stock into securities including securities other than Common Stock; or

(iv)     any statutory exchange of securities of the Corporation with another Person (other than in connection with a merger or acquisition),

in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities or other property or assets (including cash or any combination thereof) (each, a “Reorganization Event”), each share of the Mandatory Convertible Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of the Holders, become convertible into the kind of stock, other securities or other property or assets (including cash or any combination thereof) that such Holder would have been entitled to receive if such Holder had converted its Mandatory Convertible Preferred Stock into Common Stock immediately prior to such Reorganization Event (such stock, other securities or other property or assets (including cash or any combination thereof), the “Exchange Property,” with each “Unit of Exchange Property” meaning the kind and amount of such Exchange Property that a holder of one share of Common Stock is entitled to receive).

If the transaction causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the Exchange Property into which the Mandatory Convertible Preferred Stock shall be convertible shall be deemed to be:

(i)    the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election; and

(ii)    if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration actually received by the holders of the Common Stock.

The Corporation shall notify Holders of the weighted average referred to in clause (i) in the preceding sentence as soon as practicable after such determination is made.

The number of Units of Exchange Property the Corporation shall deliver for each share of Mandatory Convertible Preferred Stock converted following the effective date of such Reorganization Event shall be determined as if references in Section 8, Section 9 and Section 10 to shares of Common Stock were to Units of Exchange Property (without interest thereon and without any right to dividends or distributions thereon which have a Record Date that is prior to the date such shares of Mandatory Convertible Preferred stock are actually converted). For the purpose of determining which of clauses (i), (ii) and (iii) of Section 8(b) shall apply upon Mandatory Conversion, and for the purpose of calculating the Mandatory Conversion Rate if clause (ii) of Section 8(b) is applicable, the value of a Unit of Exchange Property shall be determined in good faith by the Board of Directors or an authorized committee thereof (which determination will be final), except that if a Unit of Exchange Property includes common stock or American Depositary Receipts (“ADRs”) that are traded on a U.S. national securities exchange, the value of such common stock or ADRs shall be the average over the 20 consecutive Trading Day period used for calculating the Applicable Market Value of the volume weighted Average Prices for such common stock or ADRs, as displayed on the applicable Bloomberg screen (as determined in good faith by the Board of Directors or an authorized committee thereof (which determination will be final)); or, if such price is not available, the average market value per share of such common stock or ADRs over such period as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by the Corporation for this purpose.

The above provisions of this Section 15 shall similarly apply to successive Reorganization Events, and the provisions of Section 14 shall apply to any shares of capital stock or ADRs of the Corporation (or any successor thereto) received by the holders of Common Stock in any such Reorganization Event.

The Corporation (or any successor thereto) shall, as soon as reasonably practicable (but in any event within 20 calendar days) after the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence and of the kind and amount of cash, securities or other property that constitute the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 15.

 

32


Section 16.     Transfer Agent, Registrar, and Conversion and Dividend Disbursing Agent. The duly appointed Transfer Agent, Registrar and Conversion and Dividend Disbursing Agent for Mandatory Convertible Preferred Stock shall be American Stock Transfer & Trust Company, LLC. The Corporation may, in its sole discretion, remove the Transfer Agent, Registrar or Conversion and Dividend Disbursing Agent in accordance with the agreement between the Corporation and the Transfer Agent, Registrar or Conversion and Dividend Disbursing Agent, as the case may be; provided that if the Corporation removes American Stock Transfer & Trust Company, LLC, the Corporation shall appoint a successor transfer agent, registrar or conversion and dividend disbursing agent, as the case may be, who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Corporation shall give notice thereof to the Holders.

Section 17.     Record Holders. To the fullest extent permitted by applicable law, the Corporation and the Transfer Agent may deem and treat the Holder of any shares of Mandatory Convertible Preferred Stock as the true and lawful owner thereof for all purposes.

Section 18.     Notices. All notices or communications in respect of Mandatory Convertible Preferred Stock shall be sufficiently given if given in writing and delivered by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Charter or the By-Laws and by applicable law. Notwithstanding the foregoing, if the shares of Mandatory Convertible Preferred Stock are represented by a Global Preferred Certificate, such notices may also be given to the Holders in any manner permitted by DTC or any similar facility used for the settlement of transactions in Mandatory Convertible Preferred Stock.

Section 19.     No Preemptive Rights. The Holders shall have no preemptive or preferential rights to purchase or subscribe for any stock, obligations, warrants or other securities of the Corporation of any class.

Section 20.     Other Rights. The shares of Mandatory Convertible Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.

Section 21.     Book-Entry Form. (a) The Mandatory Convertible Preferred Stock shall be issued in the form of one or more permanent global shares of Mandatory Convertible Preferred Stock in definitive, fully registered form eligible for book-entry settlement with the global legend as set forth on the form of Mandatory Convertible Preferred Stock certificate attached hereto as Exhibit A (each, a “Global Preferred Certificate” and the shares of Mandatory Convertible Preferred Stock represented by such Global Preferred Certificate, the “Global Preferred Shares”), which is hereby incorporated in and expressly made part of this Certificate of Designations. The Global Preferred Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Corporation is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Corporation). The Global Preferred Certificates shall be deposited on behalf of the Holders represented thereby with the Registrar, at its New York office as custodian for the Depositary, and registered in the name of the Depositary, duly executed by the Corporation and countersigned and registered by the Registrar as hereinafter provided. The aggregate number of shares represented by each Global Preferred Certificate may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided.

This Section 21(a) shall apply only to a Global Preferred Certificate deposited with or on behalf of the Depositary. The Corporation shall execute and the Registrar shall, in accordance with this Section 21(a), countersign and deliver any Global Preferred Certificate that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to Cede & Co. or pursuant to instructions received from Cede & Co. or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Certificate of Designations with respect to any Global Preferred Share held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary, or under such Global Preferred Share, and the Depositary may be treated by the Corporation, the Registrar and any agent of the Corporation or the Registrar as the absolute owner of such Global Preferred Share for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Registrar or any agent of the Corporation or the Registrar from giving

 

33


effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Share. The Holder of the Global Preferred Shares may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Global Preferred Shares, this Certificate of Designations or the Charter.

Owners of beneficial interests in Global Preferred Shares shall not be entitled to receive physical delivery of certificated shares of Mandatory Convertible Preferred Stock, unless (x) the Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Preferred Shares and the Corporation does not appoint a qualified replacement for the Depositary within 90 days or (y) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and the Corporation does not appoint a qualified replacement for the Depositary within 90 days. In any such case, the Global Preferred Certificates shall be exchanged in whole for definitive stock certificates that are not issued in global form, with the same terms and of an equal aggregate Liquidation Preference, and such definitive stock certificates shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.

(b) Signature. Any two authorized Officers shall sign each Global Preferred Certificate for the Corporation, in accordance with the Corporation’s By-Laws and applicable Delaware law, by manual or facsimile signature. If an Officer whose signature is on a Global Preferred Certificate no longer holds that office at the time the Registrar countersigned such Global Preferred Certificate, such Global Preferred Certificate shall be valid nevertheless. A Global Preferred Certificate shall not be valid until an authorized signatory of the Registrar manually countersigns such Global Preferred Certificate. Each Global Preferred Certificate shall be dated the date of its countersignature. The foregoing paragraph shall likewise apply to any certificate representing shares of Mandatory Convertible Preferred Stock.

Section 22.     Listing. The Corporation hereby covenants and agrees that, if its listing application for the Mandatory Convertible Preferred Stock is approved by NYSE, upon such listing, the Corporation shall use its commercially reasonable efforts to keep the Mandatory Convertible Preferred Stock listed on NYSE.

If the Global Preferred Share or Global Preferred Shares, as the case may be, shall be listed on NYSE or any other stock exchange, the Depositary may, with the written approval of the Corporation, appoint a registrar (acceptable to the Corporation) for registration of such Global Preferred Share or Global Preferred Shares, as the case may be, in accordance with the requirements of such exchange. Such registrar (which may be the Registrar if so permitted by the requirements of such exchange) may be removed and a substitute registrar appointed by the Registrar upon the request or with the written approval of the Corporation. If the Global Preferred Share or Global Preferred Shares, as the case may be, are listed on one or more other stock exchanges, the Registrar will, at the request and expense of the Corporation, arrange such facilities for the delivery, transfer, surrender and exchange of such Global Preferred Share or Global Preferred Shares, as the case may be, and the Global Preferred Certificate or Global Preferred Certificates representing such shares as may be required by law or applicable stock exchange regulations.

Section 23.     Stock Certificates. (a) Shares of Mandatory Convertible Preferred Stock may be represented by stock certificates substantially in the form set forth as Exhibit A hereto.

 

34


(b)    Stock certificates representing shares of the Mandatory Convertible Preferred Stock shall be signed by any two authorized Officers of the Corporation, in accordance with the By-Laws and applicable Delaware law, by manual or facsimile signature.

(c)    A stock certificate representing shares of the Mandatory Convertible Preferred Stock shall not be valid until manually countersigned by an authorized signatory of the Transfer Agent and Registrar. Each stock certificate representing shares of the Mandatory Convertible Preferred Stock shall be dated the date of its countersignature.

(d)    If any Officer of the Corporation who has signed a stock certificate no longer holds that office at the time the Transfer Agent and Registrar countersigns the stock certificate, the stock certificate shall be valid nonetheless.

Section 24.     Replacement Certificates. If any Mandatory Convertible Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall, at the expense of the Holder, issue, in exchange and in substitution for and upon cancellation of the mutilated Mandatory Convertible Preferred Stock certificate, or in lieu of and substitution for the Mandatory Convertible Preferred Stock certificate lost, stolen or destroyed, a new Mandatory Convertible Preferred Stock certificate of like tenor and representing an equivalent Liquidation Preference of shares of Mandatory Convertible Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such Mandatory Convertible Preferred Stock certificate and indemnity, if requested, reasonably satisfactory to the Corporation and the Transfer Agent.

[Signature page follows]

 

35


IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to be signed by [                ], its [                ], this [    ]th day of [                ], 2019.

 

AVANTOR, INC.
By:  

 

Name:  
Title:  

 

36


EXHIBIT A

[FORM OF FACE OF [    ]% SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK

CERTIFICATE]

[INCLUDE FOR GLOBAL PREFERRED SHARES]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CORPORATION OR THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE STATEMENT WITH RESPECT TO SHARES. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


Certificate Number [     ] [Initial] Number of Shares of Mandatory

Convertible Preferred Stock [     ]

CUSIP [    ]

ISIN [    ]

AVANTOR, INC.

[    ]% Series A Mandatory Convertible Preferred Stock

(par value $0.01 per share)

(Liquidation Preference as specified below)

Avantor, Inc., a Delaware corporation (the “Corporation”), hereby certifies that [                     ] (the “Holder”), is the registered owner of [     ] [the number shown on Schedule I hereto of] fully paid and non-assessable shares of the Corporation’s designated [    ]% Series A Mandatory Convertible Preferred Stock, with a par value of $0.01 per share and a Liquidation Preference of $50.00 per share (the “Mandatory Convertible Preferred Stock”). The shares of Mandatory Convertible Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, restrictions, preferences and other terms and provisions of Mandatory Convertible Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations of [    ]% Series A Mandatory Convertible Preferred Stock of Avantor, Inc. dated [                ], 2019 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Corporation will provide a copy of the Certificate of Designations to the Holder without charge upon written request to the Corporation at its principal place of business. In the case of any conflict between this Certificate and the Certificate of Designations, the provisions of the Certificate of Designations shall control and govern.

Reference is hereby made to the provisions of Mandatory Convertible Preferred Stock set forth on the reverse hereof and in the Certificate of Designations, which provisions shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this executed certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

Unless the Transfer Agent and Registrar have properly countersigned, these shares of Mandatory Convertible Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.


IN WITNESS WHEREOF, this certificate has been executed on behalf of the Corporation by the below authorized Officers of the Corporation this [    ] of [    ] [    ].

 

AVANTOR, INC.
By:  

 

Name:  
Title:  
By:  

 

Name:  
Title:  


COUNTERSIGNATURE

These are shares of Mandatory Convertible Preferred Stock referred to in the within-mentioned Certificate of Designations.

Dated: [     ], [     ]

 

[                 ],

as Registrar and Transfer Agent
By:  

 

Name:  
Title:  


[FORM OF REVERSE OF CERTIFICATE FOR [            ]% SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK]

Cumulative dividends on each share of Mandatory Convertible Preferred Stock shall be payable at the applicable rate provided in the Certificate of Designations when, as and if declared by the Board of Directors.

The shares of Mandatory Convertible Preferred Stock shall be convertible in the manner and accordance with the terms set forth in the Certificate of Designations.

The Corporation shall furnish without charge to each Holder who so requests the powers, designations, limitations, preferences and relative, participating, optional or other special rights of each class or series of stock of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights.


NOTICE OF CONVERSION

(To be Executed by the Holder

in order to Convert [    ]% Series A Mandatory Convertible Preferred Stock)

The undersigned hereby irrevocably elects to convert (the “Conversion”) [    ]% Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock”), of Avantor, Inc. (hereinafter called the “Corporation”), represented by stock certificate No(s). [     ] (the “Mandatory Convertible Preferred Stock Certificates”), into common stock, par value $0.01 per share, of the Corporation (the “Common Stock”) according to the conditions of the Certificate of Designations of Mandatory Convertible Preferred Stock (the “Certificate of Designations”), as of the date written below.

If Common Stock is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto, if any. Each Mandatory Convertible Preferred Stock Certificate (or evidence of loss, theft or destruction thereof) is attached hereto.

Capitalized terms used but not defined herein shall have the meanings ascribed thereto in or pursuant to the Certificate of Designations.

 

Date of Conversion:

 

 

 

Applicable Conversion Rate:

 

 

 

Shares of Mandatory Convertible Preferred Stock to be Converted:

 

 

Shares of Common Stock to be Issued:*

 

 

 

Signature:

 

 

 

Name:

 

 

 

Address:**

 

 

 

Fax No.:

 

 

 

 

*

The Corporation is not required to issue Common Stock until the original Mandatory Convertible Preferred Stock Certificate(s) (or evidence of loss, theft or destruction thereof) to be converted are received by the Corporation or the Conversion and Dividend Disbursing Agent.

**

Address where Common Stock and any other payments or certificates shall be sent by the Corporation.


ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of [    ]% Series A Mandatory Convertible Preferred Stock evidenced hereby to:

(Insert assignee’s social security or taxpayer identification number, if any)

(Insert address and zip code of assignee)

and irrevocably appoints:

as agent to transfer the shares of [    ]% Series A Mandatory Convertible Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

 

Date:

 

Signature:

 

 

(Sign exactly as your name appears on the other side of this Certificate)

Signature Guarantee:

 

 

(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)


SCHEDULE I

Avantor, Inc.

Global Preferred Certificate

[    ]% Series A Mandatory Convertible Preferred Stock

Certificate Number:

The number of shares of Mandatory Convertible Preferred Stock initially represented by this Global Preferred Certificate shall be [     ]. Thereafter the Transfer Agent and Registrar shall note changes in the number of shares of Mandatory Convertible Preferred Stock evidenced by this Global Preferred Certificate in the table set forth below:

 

Amount of Decrease
in Number of  Shares
Represented by this
Global Preferred Certificate

  

Amount of Increase in
Number of  Shares
Represented by this
Global Preferred Certificate

  

Number of Shares
Represented by this
Global  Preferred
Certificate following
Decrease or Increase

  

Signature of
Authorized Officer of
Transfer Agent  and
Registrar

        
        
        

 

(I)

Attach Schedule I only to Global Preferred Certificate.

EX-5.1 7 d698870dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

SIMPSON THACHER & BARTLETT LLP

425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

(212) 455-2000

 

FACSIMILE (212) 455-2502

 

 

DIRECT DIAL NUMBER

  

 

   E-MAIL ADDRESS

May 3, 2019

Avantor, Inc.

Radnor Corporate Center

Building One, Suite 200

100 Matsonford Road

Radnor, PA 19087

Ladies and Gentlemen:

We have acted as counsel to Avantor, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to (1) the issuance by the Company of up to 177,100,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”) (together with any additional shares of such stock that may be issued by the Company pursuant to Rule 462(b) (as prescribed by the Commission pursuant to the Act) (“Rule 462(b)”) in connection with the offering described in the Registration Statement, the “Company Common Shares”), (2) the issuance by the Company of up to 11,500,000 shares of Series A Mandatory Convertible Preferred Stock, with an initial liquidation preference of $50.00 per share (together with any additional shares of such stock that may be issued by the Company pursuant to Rule 462(b) in connection with the offering described in the Registration Statement, the “Preferred Shares”; the Preferred Shares, together with the Company Common Shares, the “Company Shares”), (3) the registration by the Company of up to 6,000,000 shares of Common Stock that may be issued as dividends (the “Dividend Shares”) on the Preferred Shares in accordance with the Certificate of Designations (as defined below) and (4) the sale of 100 shares of Common Stock by New Mountain Partners III, L.P., a Delaware limited partnership (the “Selling Stockholder”) (together with any additional shares of Common Stock that may be sold by the Selling Stockholder pursuant to Rule 462(b) in connection with the offering described in the Registration Statement, the “Selling Stockholder Shares”). The Preferred Shares are being issued under a Certificate of Designations to be dated as of the date of issuance thereof (the “Certificate of Designations”). Pursuant to the Certificate of Designations, the Preferred Shares will be convertible into shares of Common Stock (the “Conversion Shares”).

We have examined the Registration Statement, a form of the Second Amended and Restated Certificate of Incorporation of the Company (the “Amended Charter”) and a form of the Certificate of Designations, each of which have been filed with the Commission as exhibits to the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We have also assumed that the Amended Charter and the Certificate of Designations are filed with the Secretary of State for the State of Delaware in the respective forms filed with the Commission as exhibits to the Registration Statement prior to the issuance of any of the Company Shares.


-2-

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

 

  1.

(a) When the Board of Directors of the Company (the “Board”) has taken all necessary corporate action to authorize and approve the issuance of the Company Shares, (b) when the Amended Charter has been duly filed, (c) when the Certificate of Designations has been duly filed and (d) upon payment and delivery in accordance with the applicable definitive underwriting agreement approved by the Board, the Company Shares will be validly issued, fully paid and nonassessable.

 

  2.

The Selling Stockholder Shares have been validly issued and are fully paid and nonassessable.

 

  3.

The Dividend Shares and Conversion Shares issuable pursuant to the Certificate of Designations, when issued and delivered in accordance with the Certificate of Designations, will be validly issued, fully paid and nonassessable.

For purposes of our opinion set forth in paragraph 3 above, we assume that the adjustment in the Mandatory Conversion Rate (as defined in the Certificate of Designations) upon the occurrence of a Fundamental Change (as defined in the Certificate of Designations) pursuant to the provisions of the Certificate of Designations represents reasonable compensation of the lost option value of the Mandatory Convertible Preferred Stock as a result of the Fundamental Change.

We do not express any opinion herein concerning any law other than the law of the State of New York and the Delaware General Corporation Law.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

EX-10.9 8 d698870dex109.htm EX-10.9 EX-10.9

Exhibit 10.9

 

 

 

INVESTOR RIGHTS AGREEMENT

by and between

AVANTOR, INC.

AND

NEW MOUNTAIN PARTNERS III, L.P.

 

 

Dated as of [            ], 2019

 

 

 

 

 


TABLE OF CONTENTS

 

         Page  

ARTICLE I DEFINITIONS

     3  

Section 1.1

  Certain Definitions      3  

Section 1.2

  Terms Defined Elsewhere in this Agreement      4  

Section 1.3

  Interpretive Provisions      4  

ARTICLE II CORPORATE GOVERNANCE

     5  

Section 2.1

  Board of Directors      5  

ARTICLE III OTHER COVENANTS AND AGREEMENTS

     6  

Section 3.1

  Conflicting Organizational Document Provisions      6  

Section 3.2

  Competition and Corporate Opportunities      7  

ARTICLE IV GENERAL

     8  

Section 4.1

  Assignment      8  

Section 4.2

  Term and Effectiveness      8  

Section 4.3

  Severability      8  

Section 4.4

  Entire Agreement; Amendment      8  

Section 4.5

  Counterparts      9  

Section 4.6

  Governing Law      9  

Section 4.7

  Waiver of Jury Trial; Consent to Jurisdiction      9  

Section 4.8

  Specific Enforcement      9  

Section 4.9

  Notices      10  

Section 4.10

  Binding Effect; Third Party Beneficiaries      10  

Section 4.11

  Further Assurances      10  

Section 4.12

  Table of Contents, Headings and Captions      11  

Section 4.13

  No Recourse      11  

 

i


Exhibits and Annexes

 

Exhibit I       Company Charter
Exhibit II       Company Bylaws

 

ii


INVESTOR RIGHTS AGREEMENT

This INVESTOR RIGHTS AGREEMENT ( “Agreement”) is entered into as of [                ], 2019, by and between Avantor, Inc., a Delaware corporation (the “Company”) and New Mountain Partners III, L.P., a Delaware limited partnership (“New Mountain”).

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1    Certain Definitions. As used in this Agreement, the following definitions shall apply:

Affiliate” means, when used with reference to any Person, any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person; provided that, limited partners, non-managing members or other similar direct or indirect investors in a Person (in their capacities as such) shall not be deemed to be Affiliates of such Person; provided further, that, for the avoidance of doubt, for purposes of Section 3.2, the definition of “Affiliate” shall include (a) in respect of New Mountain, any principal, member, director, partner, officer, employee or other representative of any of the foregoing (other than the Company and any Person that is controlled by the Company) and (b) in respect of the Company, any Person that, directly or indirectly is controlled by the Company.

Aggregate New Mountain Ownership” means the total number of Shares owned, in the aggregate and without duplication, by New Mountain as of the date of such calculation.

Board” means the board of directors of the Company.

Business Day” means a day other than a Saturday, Sunday or other day on which banks located in New York City, New York are authorized or required by law to close.

Common Stock” means common stock, $0.01 par value per share, of the Company (or any successor of the Company by combination of shares, recapitalization, merger, consolidation or other reorganization) and any stock into which any such common stock shall have been changed or any stock resulting from any reclassification of any such common stock.

Company Bylaws” means the Second Amended and Restated Bylaws of the Company, a copy of which is attached hereto as Exhibit II.

Company Charter” means the Second Amended and Restated Certificate of Incorporation of the Company, a copy of which is attached hereto as Exhibit I.

Director” means any of the individuals elected or appointed to serve on the Board.


Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

IPO” means the initial public offering of Common Stock.

IPO Date” means the date on which the IPO is consummated.

Organizational Documents” means the Company Bylaws and the Company Charter, each as amended from time to time.

Person” means an individual, a corporation, a partnership, a limited liability company, a trust, an incorporated or unincorporated association, a joint venture, a joint stock company or any other entity or body.

Shares” means shares of Common Stock, including shares of Common Stock issued upon any conversion of warrants or convertible securities.

Stock Exchange” means the New York Stock Exchange or other national securities exchange or interdealer quotation system on which the Common Stock is at any time listed or quoted.

Stock Exchange Independent Director” means a Director who qualifies, as of the date of such Director’s election or appointment to the Board (or any committee thereof) and as of any other date on which the determination is being made, as an “Independent Director” under the applicable rules of the Stock Exchange, as determined by the Board.

Section 1.2     Terms Defined Elsewhere in this Agreement. Each of the following terms is defined in the Section set forth opposite such term:

 

Term

   Section  
Agreement      Preamble  
Audit Committee      Section 2.1(b)  
Company      Preamble  
Compensation Committee      Section 2.1(b)  
First-Time Director Nominee      Section 2.1(a)(iii)  
Identified Persons      Section 3.2(b)  
New Mountain      Preamble  
New Mountain Director      Section 2.1(a)  
Nominating Committee      Section 2.1(b)  

Section 1.3    Interpretive Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles and Sections are to Articles and Sections of this Agreement unless otherwise specified. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this

 

4


Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References in this Agreement to a number or percentage of shares, units or other equity interests shall take into account and give effect to any split, combination, dividend or recapitalization of such shares, units or other equity interests, as applicable.

ARTICLE II

CORPORATE GOVERNANCE

Section 2.1    Board of Directors.

(a)    Nomination. On and after the IPO Date, New Mountain shall have the right to nominate Directors to serve on the Board. Each Director so nominated by New Mountain may be referred to as a “New Mountain Director.” Such nomination rights shall be as follows:

(i)    So long as the Aggregate New Mountain Ownership continues to be (A) at least 50% of the Shares New Mountain owned immediately following the consummation of the IPO, New Mountain shall be entitled to nominate three Directors, (B) less than 50% but at least 25% of the Shares New Mountain owned immediately following the consummation of the IPO, New Mountain shall be entitled to nominate two Directors and (C) less than 25% but at least 10% of the Shares New Mountain owned immediately following the consummation of the IPO, New Mountain shall be entitled to nominate one Director;

(ii)    The Company hereby agrees (A) to include the nominees of New Mountain nominated pursuant to this Section 2.1(a) as the nominees to the Board on each slate of nominees for election of the Board included in the Company’s annual meeting proxy statement (or consent solicitation or similar document), (B) to recommend the election of such nominees to the stockholders of the Company and (C) without limiting the foregoing, to otherwise use its reasonable best efforts to cause such nominees to be elected to the Board, including providing at least as high a level of support for the election of such nominees as it provides to any other individual standing for election as a director. For so long as the Directors on the Board are divided into three classes, such New Mountain Directors shall be apportioned among such classes so as to maintain the number of New Mountain Directors in each class as nearly equal as possible; and

(iii)    With respect to any person that will be nominated or designated to be a Director for the first time at an annual meeting (each person, a “First-Time Director Nominee”) by New Mountain, New Mountain shall nominate its First-Time Director

 

5


Nominee by (A) delivering to the Company its written statement at least 90 days prior to the one-year anniversary of the preceding annual meeting nominating such First-Time Director Nominee and (B) setting forth such First-Time Director Nominee’s business address, telephone number, facsimile number and e-mail address; provided, that if New Mountain shall fail to deliver such written notice, New Mountain shall be deemed to have nominated the Director(s) previously nominated (or designated pursuant to this Section 2.1(a)(iii)) by New Mountain who is/are currently serving on the Board.

(b)    Committees. The Company shall establish and maintain an audit and finance committee of the Board (the “Audit Committee”), a compensation and human resources committee of the Board (the “Compensation Committee”), a nominating and governance committee of the Board (the “Nominating Committee”), and such other Board committees as the Board deems appropriate from time to time or as may be required by applicable law or the Stock Exchange rules. For so long as the Company maintains a Compensation Committee or Nominating Committee, such committees shall each include at least one New Mountain Director (but only if New Mountain is then entitled to nominate at least one New Mountain Director and, to the extent then required under the applicable rules of the Stock Exchange, such Director is a Stock Exchange Independent Director).

(c)    Removal. Directors shall serve until their resignation or removal or until their successors are nominated; provided, that if the number of Directors that New Mountain is entitled to nominate pursuant to Section 2.1(a) is reduced by one or more Directors, then New Mountain, shall, to the extent requested by the Stock Exchange Independent Directors then serving on the Nominating Committee, promptly cause such number of Directors equal to the number by which the number of Directors has been so reduced as aforesaid to resign from service on the Board (and all committees thereof). In addition, New Mountain shall cause any Director nominated by it to promptly resign from service on any committee of the Board if such Director is not a Stock Exchange Independent Director to the extent then required under the applicable rules of the Stock Exchange.

(d)    Vacancies. If any Director previously nominated by New Mountain dies or is unwilling or unable to serve as such or is otherwise removed or resigns from office (other than pursuant to the proviso to the first sentence of Section 2.1(c)), then New Mountain shall promptly nominate a successor to such Director, in accordance with this Section 2.1; provided, that if New Mountain is not entitled to fill such vacant Director position(s), then such vacant Director position(s) shall be filled by the Board, upon the recommendation of the Nominating Committee.

ARTICLE III

OTHER COVENANTS AND AGREEMENTS

Section 3.1    Conflicting Organizational Document Provisions. The Company agrees to utilize its reasonable best efforts to ensure that neither ambiguity nor conflicts arise between the terms of this Agreement and those of (i) its Organizational Documents and (ii) the Stockholders Agreement of the Company, dated as of November 21, 2017 (as the same was amended on March 15, 2018, and as may be further amended, supplemented, restated or otherwise modified from time to time), by and among the Company, certain affiliates of New Mountain, Broad Street Principal Investments, L.L.C, NuSil, LLC, NuSil 2.0 LLC, Galvaude Private Investments, Inc. and each of the other stockholders of the Company party thereto.

 

6


Section 3.2    Competition and Corporate Opportunities.

(a)    In recognition and anticipation that (i) certain directors, principals, members, officers, associated funds, employees and/or other representatives of New Mountain and its Affiliates may serve as Directors, officers or agents of the Company and (ii) New Mountain and its Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Company, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage, the provisions of this Article III are set forth to regulate and define the conduct of certain affairs of the Company with respect to certain classes or categories of business opportunities as they may involve any of New Mountain or its Affiliates and the powers, rights, duties and liabilities of the Company and its Directors, officers and stockholders in connection therewith, subject to the provisions set out in this Agreement.

(b)    None of New Mountain or any of its Affiliates (collectively, the Persons being referred to as “Identified Persons” and, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly (i) engaging in the same or similar business activities or lines of business in which the Company or any of its Affiliates now engages or proposes to engage or (ii) otherwise competing with the Company or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Company or its stockholders or to any Affiliate of the Company for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Company hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity which may be a corporate opportunity for an Identified Person and the Company or any of its Affiliates, except as provided in Section 3.2(d). Subject to Section 3.2(d), in the event that any Identified Person acquires knowledge of a potential transaction or other matter or business opportunity which may be a corporate opportunity for itself, herself or himself and the Company or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no fiduciary duty or other duty (contractual or otherwise) to communicate, present or offer such transaction or other business opportunity to the Company or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Company or its stockholders or to any Affiliate of the Company for breach of any fiduciary duty or other duty (contractual or otherwise) as a stockholder, director or officer of the Company solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, offers or directs such corporate opportunity to another Person, or does not present such corporate opportunity to the Company or any of its Affiliates.

(c)    Subject to Section 3.2(d), the Company and its Affiliates (excluding the Identified Persons) do not have any rights in and to the business ventures of any Identified Person, or the income or profits derived therefrom, and the Company agrees that each of the Identified Persons may do business with any potential or actual customer or supplier of the Company or may employ or otherwise engage any officer or employee of the Company.

 

7


(d)    The Company does not renounce its interest in any corporate opportunity offered to any New Mountain Director, and the provisions of Section 3.2(b) shall not apply to any such corporate opportunity, to the extent that such opportunity is expressly offered to such person solely in his or her capacity as a director of the Company.

(e)    In addition to and notwithstanding the foregoing provisions of this Section 3.2, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Company if it is a business opportunity that (i) the Company is neither financially or legally able, nor contractually permitted to undertake, (ii) from its nature, is not in the line of the Company’s business or is of no practical advantage to the Company or (iii) is one in which the Company has no interest or reasonable expectancy.

ARTICLE IV

GENERAL

Section 4.1    Assignment. The rights and obligations hereunder shall not be assignable without the prior written consent of the other parties hereto; provided, however, New Mountain, without the consent of any other party, may assign, in whole or in part, any of its rights hereunder to an Affiliate. Any attempted assignment of rights or obligations in violation of this Section 4.1 shall be null and void.

Section 4.2    Term and Effectiveness.

(a)    This Agreement shall become effective on the IPO Date.

(b)    Notwithstanding anything contained herein to the contrary, this Article IV shall survive any termination of any provisions of this Agreement.

(c)    The termination of any provision of this Agreement shall not relieve any party from any liability for the breach of its obligations under this Agreement prior to such termination.

Section 4.3    Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 4.4    Entire Agreement; Amendment.

(a)    This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement. This Agreement or any provision thereof may only be amended or modified, in whole or in part, at any time by an instrument in writing signed by all Parties.

 

8


(b)    No waiver of any breach of any of the terms of this Agreement shall be effective unless such waiver is expressly made in writing and executed and delivered by the party against whom such waiver is claimed. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

(c)    No waiver of a right under this Agreement shall be effective unless such waiver is expressly made in writing and executed and delivered by the party against whom such waiver is claimed. The waiver of a right under this Agreement in a specified instance or in specified circumstances shall not operate or be construed as a waiver of such right in other instances or circumstances.

Section 4.5    Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section 4.6    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law rules of such State that would result in the application of the laws of a jurisdiction other than the State of Delaware.

Section 4.7    Waiver of Jury Trial; Consent to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Each party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts located in the State of Delaware for the purpose of adjudicating any dispute arising hereunder. Each party hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court any objection to such jurisdiction, whether on the grounds of hardship, inconvenient forum or otherwise. Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in Section 4.9 shall be effective service of process for any action, suit or proceeding with respect to any matters to which it has submitted to jurisdiction in this Section 4.7.

Section 4.8    Specific Enforcement. The parties hereto acknowledge that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond,

 

9


and in addition to all other remedies that may be available, shall be entitled to pursue equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

Section 4.9    Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received by non-automated response). All such notices, requests and other communications shall be delivered in person or sent by facsimile, e-mail or nationally recognized overnight courier and shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt. All such notices, requests and other communications to any party hereunder shall be given to such party as follows:

If to New Mountain, addressed to it at:

New Mountain Capital L.L.C.

787 Seventh Avenue, #49 New York,

New York 10019

Attention: Matthew Holt; Andre Moura

Email: mholt@newmountaincapital.com; amoura@newmountaincapital.com

If to the Company, addressed to it at:

c/o Avantor, Inc.

Radnor Corporate Center

Building One, Suite 200

100 Matsonford Road

Radnor, PA 19087

Attention: General Counsel

Email: generalcounsel@avantorsciences.com

or to such other address or to such other Person as any party shall have last designated by such notice to the other parties.

Section 4.10    Binding Effect; Third Party Beneficiaries. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. Except as provided in Section 4.13, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective permitted successors and assigns.

Section 4.11    Further Assurances. The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect to this Agreement and every provision hereof.

 

10


Section 4.12    Table of Contents, Headings and Captions. The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

Section 4.13    No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, controlling person, fiduciary, agent, attorney or representative of any party hereto, or any past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, controlling person, fiduciary, agent, attorney or representative of any of the foregoing shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

[Remainder of page intentionally left blank]

 

11


IN WITNESS WHEREOF, each of the parties hereto has caused this Investor Rights Agreement to be executed by its duly authorized officers as of the day and year first above written.

 

AVANTOR, INC.
By:  

 

Name:  
Title:  
NEW MOUNTAIN PARTNERS III, L.P.

By: NEW MOUNTAIN INVESTMENTS III,

L.L.C., Its General Partner

By:  

 

Name:  
Title:  

 

[Signature Page to Investor Rights Agreement]


Exhibit I

Company Charter

(see Exhibit 3.1 to Amendment No. [    ] to Form S-1 filed herewith)


Exhibit II

Company Bylaws

(see Exhibit 3.2 to Amendment No. [    ] to Form S-1 filed herewith)

EX-10.12 9 d698870dex1012.htm EX-10.12 EX-10.12

Exhibit 10.12

THIS WARRANT AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO THE PROVISIONS OF THIS WARRANT, INCLUDING PURSUANT TO SECTION 5 HEREOF.

THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO A STOCKHOLDERS AGREEMENT, DATED AS OF THE ISSUE DATE, BY AND AMONG THE COMPANY, CERTAIN STOCKHOLDERS AND OTHER EQUITY HOLDERS OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS WARRANT OR THE SECURITIES REPRESENTED BY THIS WARRANT MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER UPON REQUEST.

VAIL HOLDCO CORP

WARRANT TO PURCHASE COMMON STOCK

 

Warrant No. []       [], 20[] (the “Issue Date”)

Vail Holdco Corp, a Delaware corporation (the “Company”), for value received, certifies and agrees, subject to the terms and conditions set forth in this warrant (this warrant and any other warrants delivered in substitution or exchange herefor as provided herein, this “Warrant”) that [●], a [●] (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company [●] duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (such shares, subject to adjustment as provided herein, the “Warrant Shares”) at a price of $0.01 per Warrant Share (the “Exercise Price”). Except as otherwise defined herein, capitalized terms in this Warrant have the meanings set forth in Section 21. This Warrant has been issued pursuant to the terms of the Series A Purchase Agreement.

1.    Term. Subject to the terms and conditions hereof, the Holder may exercise this Warrant for all or any part of the Warrant Shares at any time or from time to time after the Issue Date and prior to 5:00 p.m., New York City time, on the Expiration Date (the “Exercise Period”).

2.    Exercise.

2.1    Method of Exercise. This Warrant may be exercised by the Holder, in whole or in part:

(a)    by surrendering (i) this Warrant and (ii) a duly executed Notice of Exercise in the form of Exhibit A attached hereto (the “Notice of Exercise”) to the Company (or its agent) via delivery in accordance with Section 16; and


(b)    by:

(i)    paying to the Company the Aggregate Exercise Price by wire transfer of immediately available funds to an account designated in writing by the Company; or

(ii)    instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of this Warrant with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price (and the Company shall comply with Section 2.5 with respect to any fractional shares of Common Stock otherwise issuable as a result).

2.2    Automatic Exercise. This Warrant shall be deemed to have been exercised pursuant to Section 2.1(b)(ii) automatically, and without requiring any further action on the part of the Holder, immediately prior to expiration hereof on the Expiration Date in the case of an Expiration Date pursuant to clause (c) of the definition thereof (and, for the avoidance of doubt, after giving effect to any adjustment pursuant to Section 4.1 as a result of the issuance of shares of Common Stock pursuant to the Advisory Agreement).

2.3    Exercise Date. Each exercise of this Warrant will be deemed to have been effected immediately prior to the close of business on the day (a) on which the Notice of Exercise is deemed to be delivered pursuant to Section 16 to the Company as provided in Section 2.1(a) and payment has been made as provided in Section 2.1(b) or (b) if a later date is specified in the Notice of Exercise, such later date (each such date, an “Exercise Date”). At such time, each Person in whose name any certificates for Warrant Shares are issuable upon such exercise as provided in Section 2.4 will become a holder of record of the Warrant Shares represented by such certificates and will become (if such holder is not already) a Stockholder (as defined in the Stockholders Agreement) with respect to such Warrant Shares.

2.4    Certificates and New Warrants. As soon as practicable after an Exercise Date (and in any event within five (5) Business Days thereafter), the Company, at its expense, will cause to be issued in the name of, and delivered to, the Holder, or as the Holder may direct (subject to Section 5):

(a)    a certificate or certificates for the number of shares of Common Stock to which the Holder is entitled upon such exercise (it being agreed that each certificate so delivered will be in such denominations of shares of Common Stock as may be requested by the Holder but in no event in fractional shares); and

(b)    if such exercise is in part only, a new Warrant or Warrants substantially identical in form hereto for the purchase of a number of Warrant Shares equal to the difference of the number of Warrant Shares subject to this Warrant less the number of Warrant Shares that are the subject of such partial exercise.

2.5    No Fractional Shares. No fractional shares of Common Stock shall be issued upon the exercise of this Warrant. As to any fraction of a share of Common Stock which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share of Common Stock.

 

-2-


2.6    Conditional Exercise. Notwithstanding the foregoing and subject to Section 4.5, if an exercise of any portion of this Warrant is to be made in connection with a public offering (including a Qualified IPO) or a Change of Control (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case the Exercise Date will be the date of such consummation and such exercise will not be deemed to be effective until immediately prior to such consummation on the Exercise Date (provided, for the avoidance of doubt, such exercise shall not be deemed effective until after giving effect to any adjustment pursuant to Section 4.1 as a result of the issuance of shares of Common Stock pursuant to the Advisory Agreement).

3.    Shares to be Fully Paid; Reservation of Shares. The Company represents, warrants, covenants and agrees that:

(a)    this Warrant is, and any Warrant issued in substitution for or replacement of this Warrant will be, upon issuance, duly authorized and validly issued;

(b)    all Warrant Shares issued upon the exercise of this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from preemptive rights, liens and charges, other than liens and charges arising solely from the actions and circumstances of the Holder or holder of such Warrant Shares;

(c)    during the Exercise Period, the Company will at all times have authorized, and reserved, free from preemptive rights and solely for the purpose of effecting the exercise of this Warrant, out of its authorized but unissued Common Stock, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant, which shares have not been subscribed for or otherwise committed to be issued;

(d)    during the Exercise Period, the Company will take all such action as may be necessary to ensure that the par value per Warrant Share will at all times be less than or equal to the applicable Exercise Price;

(e)    during the Exercise Period, the Company will take all such actions as may be necessary to ensure that all such Warrant Shares are issued without violation by the Company of any applicable Law or any requirements of any securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares may be listed at the time of such exercise (except for official notice of issuance which will be immediately delivered by the Company upon each such issuance);

(f)    the Company will use its reasonable best efforts to cause the Warrant Shares, immediately upon such exercise, to be listed on any securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares are listed at the time of such exercise; and

(g)    the Company will pay all expenses in connection with, and all documentary, stamp or similar issue or transfer taxes due on the issuance or delivery of Warrant Shares upon exercise of this Warrant; provided, however, that, if such documentary, stamp or similar issue or transfer tax is due because the Holder has requested that the Warrant Shares be issued in a name other than that of the Holder, then such taxes shall be paid by such Holder, and the Company shall not be required to issue or deliver any stock certificate representing the Warrant Shares unless and until such Holder shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

 

-3-


4.    Adjustment. The number of Warrant Shares issuable upon exercise of this Warrant will be subject to adjustment from time to time as set forth in this Section 4.

4.1    Adjustment to Number of Warrant Shares Upon Issuance of Common Stock. Except (x) for an issuance or sale of Common Stock for which an adjustment was previously made under this Section 4.1 and Section 4.2 upon the deemed issuance or sale of Options or Convertible Securities providing for the right to purchase such Common Stock or convert such Convertible Securities into such Common Stock (other than any further adjustment under Section 4.2(c)), (y) for an Issuance of Excluded Securities or (z) in the case of an event described in either Section 4.3 or Section 4.4, if the Company, at any time after the issuance of this Warrant, issues or sells, or in accordance with Section 4.2 is deemed to have issued or sold, any shares of Common Stock without consideration (including any shares issued in connection with the Advisory Agreement) or for consideration per share less than the Fair Market Value per share of Common Stock in effect immediately prior to such Issuance, then immediately upon such Issuance, the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to any such Issuance shall be increased to a number of Warrant Shares equal to the product obtained by multiplying the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such Issuance by the quotient of:

(a)    the Outstanding Common Stock immediately after such Issuance divided by,

(b)    the sum of (i) the Outstanding Common Stock immediately prior to such Issuance plus (ii) the aggregate number of shares of Common Stock which the aggregate amount of consideration, if any, received by the Company upon such Issuance would purchase at the Fair Market Value per share of Common Stock in effect immediately prior to such Issuance.

4.2    Deemed Issuances. The following will apply for purposes of determining the adjusted number of Warrant Shares under Section 4.1, other than with respect to Excluded Securities:

(a)    Issuance of Options. If the Company, at any time after the issuance of this Warrant, in any manner grants or sells (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this Section 4.2(a) and in Section 4.2(e)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Fair Market Value per share of Common Stock in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options will be deemed to have been issued as of the date of granting or sale of such Options, at a price per share equal to the quotient of:

(i)    the sum (which sum will be the applicable consideration received by the Company for purposes of Section 4.1) of (A) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (B) the minimum aggregate amount of additional consideration

 

-4-


payable to the Company upon the exercise of all such Options, plus (C) in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities divided by,

(ii)    the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options.

Except as otherwise provided in Section 4.2(c), no further adjustment of the number of Warrant Shares will be made upon the actual issuance of Common Stock or Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of the Convertible Securities issuable upon exercise of such Options.

(b)    Issuance of Convertible Securities. If the Company, at any time after the issuance of this Warrant, in any manner grants or sells (whether directly or by assumption in a merger or otherwise) any Convertible Securities, whether or not the right to convert or exchange any such Convertible Securities is immediately exercisable, and the price per share (determined as provided in this Section 4.2(b) and in Section 4.2(e)) for which Common Stock is issuable upon the conversion or exchange of such Convertible Securities is less than the Fair Market Value per share of Common Stock in effect immediately prior to the time of the granting or sale of such Convertible Securities, then, unless an adjustment under Section 4.1(a) has already been made, the total maximum number of shares of Common Stock issuable upon conversion or exchange of the total maximum amount of such Convertible Securities will be deemed to have been issued as of the date of granting or sale of such Convertible Securities, at a price per share equal to the quotient of:

(i)    the sum (which sum will constitute the applicable consideration received by the Company for purposes of Section 4.1) of (A) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such Convertible Securities, plus (B) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange of all such Convertible Securities divided by,

(ii)    the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities.

Except as otherwise provided in Section 4.2(c), no further adjustment of the number of Warrant Shares will be made upon the actual issuance of Common Stock upon conversion or exchange of such Convertible Securities or by reason of the issuance or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the number of Warrant Shares have been made pursuant to Section 4.2(a).

(c)    Change in Terms of Options or Convertible Securities. Upon any change in any of (i) the total amount received or receivable by the Company as consideration for the granting or sale of any Options or Convertible Securities referred to in Section 4.2(a) or Section 4.2(b), (ii) the minimum aggregate amount of additional consideration, if any,

 

-5-


payable to the Company upon the exercise of any Options referred to in Section 4.2(a) or upon the issuance, conversion or exchange of any Convertible Securities referred to in Section 4.2(a) or Section 4.2(b), (iii) the rate at which Convertible Securities referred to in Section 4.2(a) or Section 4.2(b) are convertible into or exchangeable for Common Stock or (iv) the maximum number of shares of Common Stock issuable in connection with any Options referred to in Section 4.2(a) or any Convertible Securities referred to in Section 4.2(a) or Section 4.2(b) (in each case, other than in connection with an Issuance of Excluded Securities), then (regardless of whether the original issuance or sale of such Options or Convertible Securities resulted in an adjustment to the number of Warrant Shares issuable upon exercise of this Warrant pursuant to this Section 4) the number of Warrant Shares issuable upon exercise of this Warrant at the time of such change will be adjusted or readjusted, to the extent applicable, to the number of Warrant Shares issuable upon exercise of this Warrant which would have been in effect at such time pursuant to the provisions of this Section 4 had such Options or Convertible Securities provided for such changed consideration, conversion rate or maximum number of shares, as the case may be, at the time initially granted, issued or sold, but only if as a result of such adjustment or readjustment, the number of Warrant Shares issuable upon the exercise of this Warrant is increased.

(d)    Expired or Terminated Options or Convertible Securities. Upon the expiration or termination of any unexercised Option (or portion thereof) or any unconverted or unexchanged Convertible Security (or portion thereof) for which any adjustment (either upon its original issuance or upon a revision of its terms) was made pursuant to this Section 4, the number of Warrant Shares then issuable upon exercise of this Warrant shall be recomputed immediately upon such expiration or termination pursuant to the provisions of this Section 4 to the number of Warrant Shares issuable upon exercise of this Warrant which would have been in effect at the time of such expiration or termination had such unexercised Option (or portion thereof) or unconverted or unexchanged Convertible Security (or portion thereof), to the extent outstanding immediately prior to such expiration or termination, never been issued.

(e)    Calculation of Consideration Received. If the Company, at any time after the issuance of this Warrant, issues or sells, or is deemed to have issued or sold in accordance with this Section 4.2, any shares of Common Stock, Options or Convertible Securities (i) for cash, the consideration received therefor will be the amount in cash received by the Company therefor, (ii) for consideration other than cash, the amount of the consideration other than cash received by the Company will be the fair value of such consideration, except where such consideration is marketable securities, in which case the amount of consideration received by the Company will be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the trading day immediately prior to the date of receipt of such securities, (iii) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company that together comprises one integrated transaction, the amount of the consideration therefor will be deemed to be zero or (iv) to the owners of the nonsurviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor will be deemed to be the fair value of the net assets and business of the nonsurviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or marketable securities will be jointly determined in good faith by the Board and the Holder.

 

-6-


(f)    Record Date. For purposes of any adjustment to the number of Warrant Shares in accordance with this Section 4, if the Company fixes a record date (or a record date will otherwise occur) prior to the Expiration Date for the purpose of entitling its holders of Common Stock to (i) receive a dividend or other distribution payable in Common Stock, Options or Convertible Securities or (ii) subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

(g)    Par Value. Notwithstanding anything to the contrary herein, if, despite the Company’s obligations under Section 3(d), the Exercise Price at any time is less than the par value of the Warrant Share, the Holder will be entitled to pay the par value as the Exercise Price. This Section 4.2(g) will not affect the Company’s obligations under Section 3(d).

4.3    Stock Dividends, Stock Splits, Subdivisions, Reclassifications or Combinations.

(a)    If the Company (i) declares and pays a dividend or makes a distribution on its Common Stock or any other capital stock of the Company payable in shares of additional Common Stock or in Options or Convertible Securities, (ii) subdivides (by stock split or otherwise) or reclassifies the outstanding Common Stock into a greater number of shares, or (iii) issues Common Stock upon the conversion of Class B Stock in accordance with Article 4.G of the Certificate of Incorporation, the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to any such dividend, distribution or subdivision will be proportionately increased.

(b)    If the Company combines or reclassifies (by reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares, then the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such combination will be proportionately decreased.

(c)    Any adjustment under this Section 4.3 will become effective at the close of business on the record date of any such dividend or distribution or the effective date of any such subdivision, reclassification or combination, as the case may be.

4.4    Business Combination.

(a)    In the event of any Business Combination, in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, (i) each Warrant will, immediately after such Business Combination, remain outstanding and thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then issuable upon exercise of this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such Business Combination to which the Holder would have been entitled upon such Business Combination if the Holder had exercised this Warrant in full

 

-7-


immediately prior to the time of such Business Combination and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant) and (ii) in such case, appropriate adjustment (in form and substance satisfactory to the Holder) will be made with respect to the Holder’s rights under this Warrant to ensure that the provisions of this Section 4 are thereafter applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant. The provisions of this Section 4.4(a) will similarly apply to successive Business Combinations. The Company will not effect any Business Combination described in this Section 4.4(a) unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such Business Combination, will assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets that, in accordance with this Section 4, the Holder will be entitled to receive upon exercise of this Warrant.

(b)    Notwithstanding anything to the contrary contained herein, with respect to any Business Combination, the Holder will have the right to elect prior to the consummation of such Business Combination, to give effect to the exercise rights contained in Section 2 instead of giving effect to the provisions contained in this Section 4.4 with respect to this Warrant.

4.5    Exercise Upon Change of Control. Notwithstanding anything to the contrary contained herein, if the Holder elects to exercise this Warrant within sixty (60) days of a Material Event Redemption upon a Change of Control (each as defined in the Series A Certificate of Designations) pursuant to Section 7 of the Series A Certificate of Designations, then (x) such Warrant shall be deemed to have been exercised prior to the consummation of such Change of Control and (y) the resulting Warrant Shares shall be subject to Section 3.4 of the Stockholders Agreement at the time of such deemed exercise.

4.6    Other Dividends and Distributions. If the Company, at any time after the issuance of this Warrant, makes or declares, or fixes a record date (or a record date otherwise occurs) for the determination of holders of Common Stock entitled to receive, a dividend or any other distribution payable in securities of the Company (other than a dividend or distribution of shares of Common Stock, Options or Convertible Securities on the outstanding shares of Common Stock), cash or other property, then, and in each such event, at the option of the Company, exercised by delivery of notice to the Holder, provision will be made so that the Holder will receive upon exercise of the Warrant, in addition to the number of Warrant Shares receivable thereupon, the kind and amount of securities of the Company, cash or other property which the Holder would have been entitled to receive had the Warrant been exercised in full into Warrant Shares on the date of such event (and the record date therefor) and had the Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained such securities, cash or other property receivable by them during such period, giving application to all adjustments called for during such period under Section 4.2(d) with respect to the rights of the Holder; provided, that no such provision shall be made if the Holder receives, simultaneously with the distribution to the holders of Common Stock, a dividend or other distribution of such securities, cash or other property in an amount equal to the amount of such securities, cash or other property as the Holder would have received if the Warrant had been exercised in full into Warrant Shares on the date of such event.

 

-8-


4.7    Certain Events. If any event of the type contemplated by this Section 4 but not expressly provided for by this Section 4 (including the granting of stock appreciation rights, phantom stock rights or other rights with equity features) occurs, then the Board and the Holder will jointly determine in good faith an appropriate adjustment in the number of Warrant Shares issuable upon exercise of this Warrant so as to protect the rights of the Holder in a manner consistent with this Section 4.

4.8    Treasury Shares. The number of shares of Common Stock outstanding at any given time will not include shares owned or held by or for the account of the Company or any of its wholly owned subsidiaries (“Treasury Shares”). The disposition of any Treasury Shares (other than the cancellation or retirement thereof or the transfer of such shares among the Company and its wholly owned subsidiaries) will be considered an issue or sale of Common Stock for the purpose of this Section 4.

4.9    Certificates.

(a)    Capitalization Certificates. Upon reasonable request by the Holder, the Company will promptly deliver to the Holder a certificate executed by a duly authorized officer thereof setting forth and certifying the total number of outstanding shares of Common Stock, Convertible Securities and Options and a calculation of the number of shares of Common Stock available for issuance upon exercise of such Options, Convertible Securities and this Warrant.

(b)    Adjustment Certificates. Without limiting Section 5.7(a), as promptly as practicable following any adjustment of the number of Warrant Shares (but in any event not later than five (5) Business Days thereafter), the Company will furnish to the Holder a certificate executed by a duly authorized officer (i) certifying the number of Warrant Shares or the amount, if any, of other shares of stock, securities or assets then issuable upon exercise of the Warrant thereof and (ii) setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation thereof.

4.10    Notices. In the event (a) that the Company sets a record date (or a record date will otherwise occur) for any (i) dividend or other distribution on Common Stock, (ii) vote at a meeting (or action by written consent), (iii) right of holders of Common Stock to subscribe for or purchase any shares of capital stock of any class or any other securities or (iv) right of holders of Common Stock to receive any other security or right in or to a security, (b) of a Business Combination or (c) of the voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company will send or cause to be sent to the Holder at least ten (10) days prior to the earlier of the applicable record date or the applicable expected effective date, as the case may be, for the event, a written notice in accordance with Section 16 specifying, as the case may be, (A) the record date for such dividend, distribution, meeting or consent or other right or action and a description of such dividend, distribution or other right or such action to be taken at such meeting or by written consent or (B) the effective date on which such Business Combination or dissolution, liquidation or winding up is proposed to take place, and the date, if any is to be fixed, as of which the books of the Company will close or a record will be taken with respect to which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon exercise of the Warrant) will be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such Business Combination or dissolution, liquidation or winding up, and the amount per share and character of such exchange applicable to the Warrant and the Warrant Shares.

 

-9-


4.11    Successive Adjustments. Any adjustments made pursuant to this Section 4 will be made successively whenever an event referred to in this Section 4 occurs.

5.    Transfer. Subject to this Section 5 and the transfer conditions referred to in the legend endorsed hereon, this Warrant and all rights hereunder (as expressly modified by the Warrant Transfer Agreement, if applicable) are transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant to the Company at its then principal executive offices with a properly completed and duly executed warrant transfer agreement in the form attached hereto as Exhibit B (the “Warrant Transfer Agreement”). The Holder may not, directly or indirectly, Transfer this Warrant if, as a result of such Transfer, the Company would become obligated to register the Common Stock or any other class of capital stock of the Company pursuant to Section 12(g) of the Exchange Act. Upon such compliance, surrender and delivery, the Company will (a) execute and deliver a new Warrant or Warrants in the name of the transferee or transferees and in the denominations specified in such instrument of transfer, (b) issue to the transferor a new Warrant evidencing the portion of this Warrant, if any, not so transferred and (c) promptly cancel this Warrant. The Company shall not be obligated to pay any documentary, stamp or similar issue or transfer taxes in respect of the preparation, execution and delivery of such new Warrants pursuant to this Section 5. In connection with the transfer of this Warrant, the holder thereof shall deliver written notice to the Company describing in reasonable detail such transfer or proposed transfer, which shall be accompanied by a representation from the transferee as to factual matters confirming that such transfer may be effected without registration of such Warrant under the Securities Act of 1933.

6.    Holder Not Deemed a Stockholder; Limitations on Liability; Stockholders Agreement.

(a)    Except as otherwise specifically provided herein, prior to the issuance to the Holder of the Warrant Shares to which the Holder is then entitled to receive upon the exercise of this Warrant in accordance with the terms hereof, the Holder (in its capacity as such) will not be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any purpose, and nothing in this Warrant will be construed to confer upon the Holder (in its capacity as such) any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any Business Combination or issuance or reclassification of stock), receive notice of meetings, receive dividends or subscription rights, or otherwise. Notwithstanding the foregoing, the Parties agree to treat ownership of the Warrant as ownership of the underlying Common Stock for U.S. federal and, to the extent permitted by Law, state and local income tax purposes.

(b)    Nothing in this Warrant will be construed as imposing any liabilities on the Holder to purchase any securities (other than upon exercise of this Warrant) or as a stockholder of the Company, whether such liabilities are asserted by the Company, creditors of the Company or any other third Persons.

(c)    In connection with the exercise of this Warrant and as a condition to the issuance of Warrant Shares upon such exercise, the Holder shall (if not already a party thereto) execute and deliver to the Company a joinder to the Stockholders Agreement, substantially in the form attached hereto as Exhibit C. Additionally, the Holder shall (if not already a party thereto) execute and deliver to the Company a joinder to the Registration Rights Agreement. The Company and the Holder acknowledge that upon delivery of the executed counterparts to the Stockholders Agreement and the Registration Rights Agreement, Holder shall be entitled, as a Party and a beneficiary, to the rights thereunder solely with regard to their Warrant Shares.

 

-10-


7.    Effect of Violation. Any action or attempted action by the Company in violation of this Warrant shall be null and void ab initio and of no force or effect whatsoever.

8.    Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of a customary indemnity agreement or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of the same tenor and date.

9.    Registration Rights; Warrant Register.

(a)    All Warrant Shares issuable upon exercise of this Warrant will be Registrable Securities (as defined in the Registration Rights Agreement) under the Registration Rights Agreement.

(b)    The Company will keep and properly maintain at its principal executive office, or cause the Transfer Agent to keep and properly maintain at its principal executive office, books and records for the registration of this Warrant and any transfers thereof. The Company (a) may deem and treat the Person in whose name this Warrant is registered on such books as the Holder thereof for all purposes and (b) will not be affected by any notice to the contrary, except any assignment, division, combination or other transfer of this Warrant effected in accordance with the provisions hereof.

10.    Competition Law Filings. At the request of the Holder, the Company will, in consultation and cooperation with the Holder, file or submit, and assist the Holder with any filing, submission or notification it is required to make in connection with the exercise of this Warrant (alone or in conjunction with the exercise of any other Options held by the Holder) with or to any governmental entity pursuant to any antitrust, competition or merger control law applicable to such exercise, including the notification and report form, if any, required to be filed with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (such applicable Laws, collectively, “Competition Laws,” and such filings and submissions, collectively, the “Competition Law Filings”). Any such Competition Law Filings made by the Company will be in substantial compliance with the requirements of the Competition Laws. The Company will use commercially reasonable efforts, and cooperate with the Holder, to obtain as promptly as practicable all approvals, authorizations, terminations of applicable periods and clearances in connection with the Competition Law Filings, including (a) furnishing to the Holder information and reasonable assistance as the Holder may request in connection with its preparation of any Competition Law Filing, (b) giving the Holder reasonable prior notice of, and the opportunity to review and discuss in advance (including considering in good faith the views of the Holder), any such Competition Law Filings to be made by the Company and, to the extent reasonably practicable, of any communication with, or any responses to inquiries or requests for additional information from, the FTC, the DOJ and any other governmental entity regarding such Competition Law Filings or the transactions contemplated by this Warrant, (c) permitting the Holder to participate in all communications and meetings with any governmental entity to the extent not prohibited by such governmental entity and (d) subject to clauses (b) and (c) of this Section 10, responding as promptly as practicable to all requests of any governmental entity and providing all requested information to such governmental entity. The Company and the Holder will each pay their own respective expenses associated with, and any filing fees required under the Competition Laws in connection with, the Competition Law Filings. Notwithstanding anything to the contrary contained

 

-11-


herein, nothing in this Agreement shall require, or be construed to require, the Holder, the Company or their respective Affiliates to (i) sell, hold, divest, discontinue or limit, or agree to sell, hold, divest, discontinue or limit, any of their respective assets, businesses or interests or (ii) agree to any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests.

11.    Entire Agreement; Parties in Interest. This Warrant, the Registration Rights Agreement and the Series A Purchase Agreement constitute the entire agreement of, and supersede all other prior agreements and understandings (both written and oral) between, the parties hereto with respect to the subject matter hereof. In the event of any inconsistency between this Warrant and the Series A Purchase Agreement with respect to the subject matter hereof, this Warrant will control. This Warrant will be binding upon and inure solely to the benefit of the Company and the Holder and their respective successors and permitted assigns, and nothing in this Warrant, express or implied, is intended to or will confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Warrant.

12.    Governing Law. This Warrant and all questions relating to the interpretation or enforcement of this Warrant will be governed by and construed in accordance with the Laws of the State of Delaware without regard to the Laws of the State of Delaware or any other jurisdiction that would call for the application of the substantive Laws of any jurisdiction other than Delaware.

13.    Jurisdiction. Each party hereto irrevocably and unconditionally, for itself and its property, submits to exclusive jurisdiction in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery is unavailable, in the Complex Commercial Litigation Division of Superior Court in the City of Wilmington, New Castle County, Delaware, and if jurisdiction in the Complex Commercial Litigation Division of the Superior Court in the City of Wilmington, New Castle County, Delaware is unavailable, in the Federal courts of the U.S. sitting in the State of Delaware), and any appellate court from any thereof (such courts in such jurisdictional priority, the “Forum”), in any dispute, action or other proceeding arising out of or relating to this Warrant or any transaction contemplated hereby, and agrees that all claims in respect of such dispute or proceeding may be heard and determined in the Forum, and each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any such dispute or proceeding except in the Forum, (b) agrees that any claim in respect of any such dispute or proceeding may be heard and determined in the Forum, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such dispute or proceeding in the Forum, and (d) waives, to the fullest extent it may legally and effectively do so, the defense of an inconvenient forum to the maintenance of such dispute or proceeding in the Forum. Each party hereby agrees that service of summons, complaint or other process in connection with any dispute, action or other proceedings contemplated hereby may be made by registered or certified mail addressed to such party at the address specified pursuant to Section 16, and that service so made will be effective as if personally made in the State of Delaware.

14.    Waiver of Jury Trial. EACH OF THE COMPANY AND THE HOLDER IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE, ACTION OR OTHER PROCEEDING BETWEEN OR AMONG SUCH PERSONS ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

15.    Remedies.

(a)    Certain Disputes. If, with respect to a determination of (i) the net amount of cash or fair value, as applicable, under Section 4.2(e), (ii) an appropriate adjustment to the number of Warrant Shares issuable hereunder under Section 4.6 or (iii) the Fair Market Value, if being determined pursuant to clause (e) of such definition, under Section 2.1(b) or Section 4, the Board

 

-12-


and the Holder are unable to come to an agreement in good faith within ten (10) days after the date on which the event giving rise to the parties’ obligations to jointly make such determination in good faith occurred, such determination will be made by a nationally recognized investment banking, accounting or valuation firm jointly selected by the Board and the Holder (the “Valuation Firm”). If such determination is being made under Section 2.1(b), Section 4.2(e) or Section 4, in making such determination, the Valuation Firm will assume an orderly sale transaction between a willing buyer and a willing seller and use valuation techniques then prevailing in the securities industry. If such determination is being made under Section 2.1(b), it will be made without regard to the lack of liquidity of the Common Stock due to any restrictions (contractual or otherwise) applicable thereto or any discount for minority interests and will assume full disclosure of all relevant information and a reasonable period of time for effectuating such sale. The determination of the Valuation Firm will be final and conclusive, and the fees and expenses of the Valuation Firm will be borne by the Company, on the one hand, and by the Holder, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Company or the Holder, respectively, bears to the aggregate amount actually contested by the Company and the Holder.

(b)    Remedies Cumulative. Except as set forth in Section 15(a), all remedies available under this Warrant, at law, in equity or otherwise will be deemed cumulative and not alternative or exclusive of other remedies, and the exercise by any party hereto of a particular remedy will not preclude the exercise of any other remedy.

(c)    Injunctive Relief. Each party hereto acknowledges and agrees that the other party hereto would be irreparably damaged if any of the provisions of this Warrant are not performed in accordance with their specific terms and that any breach of this Warrant by such other party could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which the parties hereto may be entitled, at law or in equity, each party hereto will be entitled to enforce any provision of this Warrant by a decree of specific performance and temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Warrant, without posting any bond or other undertaking.

16.    Notice.

(a)    Any notice or other communication required or permitted to be delivered to any party under this Warrant will be in writing and delivered by (i) email or (ii) overnight delivery via a national courier service to the following email address or physical address, as applicable:

If to the Company, to:

Vail Holdco Corp

Radnor Corporate Center

Building One, Suite 200

100 Matsonford Road

Radnor, Pennsylvania 19087

Attention: General Counsel

Email: generalcounsel@avantorinc.com

 

-13-


with copies (which will not constitute notice) to:

New Mountain Capital, L.L.C.

787 Seventh Avenue, #49

New York, New York 10019

Attention:    Matthew Holt

Email:          mholt@newmountaincapital.com

and

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

  Attention:

Alan Klein

   

Elizabeth Cooper

   

Ben Schaye

   

Ryan Bekkerus

  Email:

aklein@stblaw.com

   

ecooper@stblaw.com

   

ben.schaye@stblaw.com

   

rbekkerus@stblaw.com

If to the Holder, to:

[●]

 

  Attention:

[●]

  Email:

[●]

with copies (which will not constitute notice) to:

[●]

[Address]

  Attention:

[●]

  Email:

[●]

(b)    Notice or other communication pursuant to Section 16(a) will be deemed given or received when delivered, except that any notice or communication received by email transmission on a non-Business Day or on any Business Day after 5:00 p.m. addressee’s local time or by overnight delivery on a non-Business Day will be deemed to have been given and received at 9:00 a.m. addressee’s local time on the next Business Day. Any party may specify a different address, by written notice to the other party. The change of address will be effective upon the other party’s receipt of the notice of the change of address.

17.    Amendments; Waivers. This Warrant is one of a series of substantially similar warrants issued pursuant to the Series A Purchase Agreement and exercisable for shares of Common Stock (this Warrant, together with such other warrants and any replacement warrants or other warrants issued hereunder or thereunder, the “Series A Warrants”). Any term or condition of this Warrant may be amended or waived, by written consent of (a) the Holder and the Company (in the case of an amendment), or by the party against whom the waiver is effective, or (b) the holders of a majority of the Common Stock issuable upon exercise of the Series A Warrants and the Company (in the case of an amendment),

 

-14-


or by the party against whom the waiver is effective; provided, in the case of this clause (b), that the same amendment is made to, or the same right is waived (whether by the holders of the majority of the Common Stock issuable upon exercise of the Series A Warrants or by the Company) with respect to, each of the Series A Warrants; and provided further, that, notwithstanding the foregoing, the number of shares of Common Stock issuable upon exercise of this Warrant, and the exercise price therefor, may not be amended without the approval of the Holder. No knowledge, investigation or inquiry, or failure or delay by the Company or the Holder in exercising any right hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

18.    Counterparts. This Warrant may be executed in two or more counterparts, each of which constitutes an original, and all of which taken together constitute one instrument.

19.    Assignment by the Company and Holder. The Company may not, without the prior written consent of the Holder, sell, transfer (by operation of law or otherwise) or assign this Warrant or any of its rights or obligations hereunder. The Holder may transfer this Warrant so long as such transfer is in compliance with Section 5.

20.    Severability. If any provision of this Warrant, or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void, invalid or unenforceable, the remainder of this Warrant will continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties hereto further agree to replace such illegal, void, invalid or unenforceable provision of this Warrant with a legal, valid and enforceable provision that achieves, to the extent possible, the economic, business and other purposes of such illegal, void, invalid or unenforceable provision.

21.    Certain Definitions. The following words and phrases have the meanings specified in this Section 21:

“Advisory Agreement” means the Amended and Restated Advisory Agreement by and between New Mountain Capital, L.L.C., Avantor Holdings Sub, L.P., Avantor, Avantor Performance Materials Holdings S.à r.l. and the Company, as in effect as of the Closing Date.

Affiliate” means, with respect to a particular Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is controlled by or is under common Control with the Person specified or, in the case of a natural Person, any other member of such Person’s Family Group. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “controlling” and “controlled” have meanings correlative thereto; provided, however, that notwithstanding the foregoing, with respect to any Person that is an investment fund, an Affiliate shall also include any investment fund, vehicle or holding company of which such Person or an Affiliate of such Person serves as the general partner, managing member or discretionary manager or advisor or sub-advisor.Family Group” means, with respect to any individual, such individual’s spouse and descendants (whether natural or adopted) and any trust, partnership, limited liability company or similar vehicle established and maintained solely for the benefit of (or the sole members or partners of which are) such individual, such individual’s spouse and/or such individual’s descendants. For the avoidance of doubt and notwithstanding anything in the foregoing to the contrary, each of Broad Street Principal Investments, L.L.C., a Delaware limited liability company, any affiliated investment entity or any other Affiliate of Goldman Sachs & Co. LLC and any fund, investor, entity or account that is or may become managed, sponsored or advised by Goldman Sachs & Co. LLC or any of its Affiliates shall, in each case, be deemed not to be an Affiliate of the Sponsor (or any portfolio company of the Sponsor) or the Company.

 

-15-


Aggregate Exercise Price” means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is then being exercised pursuant to Section 2, multiplied by (b) the Exercise Price in effect as of the Exercise Date.

Board” means the board of directors of the Company.

Business Combination” means, whether through one transaction or a series of related transactions, any (a) recapitalization of the Company, (b) reclassification of the stock of the Company (other than (x) a change in par value, from par value to no par value, from no par value to par value or (y) as a result of a stock dividend or subdivision, split up or combination of shares), (c) consolidation or merger of the Company with and into another Person or of another Person with and into the Company (whether or not the Company is the surviving corporation of such consolidation or merger), (d) sale of all or substantially all of the Company’s assets (on a consolidated basis) or capital stock to another Person or (e) other similar transaction (in the case of this clause (e), other than any such transaction covered by Section 4.3), in each case, which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets (including cash) with respect to or in exchange for Common Stock.

Business Day” means any day ending at 11:59 p.m. (New York City time) other than a Saturday, Sunday or a day on which the banks in the City of New York are authorized by Law to be closed.

Certificate of Incorporation” means the certificate of incorporation of the Company, as amended, restated, supplemented or otherwise modified from time to time.

Change of Control” has the meaning assigned to such term in the Advisory Agreement, unless otherwise specified herein.

Class B Stock” means the class B stock of the Company.

Common Stock” means the common stock, par value $0.01 per share, of the Company and any common equity securities of the Company issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization.

Convertible Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, other than Options.

Equity Interests” means, with respect to any Person, any and all of the shares, interests, rights, participations or other equivalents of or interest in (however designated) equity of such Person (including any common stock, preferred stock, any limited or general partnership interest and any limited liability company membership interest) and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

Exchange Act” means the Securities Exchange Act of 1934.

Excluded Securities” means (a) shares of Common Stock issued upon the exercise of this Warrant, (b) shares of Common Stock issued upon the exercise or conversion of the warrants, other Options or Convertible Securities set forth on Exhibit D attached hereto so long as such securities are not amended after the Issue Date to increase the number of shares of Common Stock issuable thereunder or to lower the exercise or conversion price thereof, (c) shares of Common Stock, issued directly or upon the exercise of Options to directors, officers or employees of the Company in connection with their service as

 

-16-


directors of the Company or their employment by the Company pursuant to the Stock Option Plan, in each case, authorized by the Board, (d) shares of Common Stock or Options or Convertible Securities issued to commercial banks or other financial institutions pursuant to credit arrangements the primary purpose of which is not to raise additional equity capital or (e) shares of Common Stock or Options or Convertible Securities issued as consideration in connection with a business acquisition by the Company or any of its subsidiaries to the seller or management of the acquired business.

Expiration Date” means the date that is the later of (a) the date that is three years after the Issue Date, (b) the date that is sixty (60) days after the redemption or repurchase in full of all outstanding shares of Series A Preferred Stock pursuant to and in accordance with the provisions of Section 6 or Section 7 of the Series A Certificate of Designations and (c) the earlier of (x) a Change of Control and (y) the date that is sixty (60) days after an Initial Public Offering, except that, in the case of clauses (a), (b) or (c), if such later date is not a Business Day, on the next Business Day.

Fair Market Value” means (a) the fair market value as determined in good faith by a majority of the Board; provided that, if any director appointed to the Board by Broad Street Principal Investments, L.L.C. pursuant to Section 2.1 of the Stockholders Agreement makes a bona fide objection to the fair market value as determined in good faith by a majority of the Board, the Fair Market Value of such securities shall be determined by a Financial Expert and such Financial Expert’s determination shall be binding upon all parties or (b) in the case of shares of stock that are listed on a Principal Exchange and have been so listed for the thirty (30) trading days immediately preceding the day as of which Fair Market Value is being determined, with respect to any Valuation Period, the arithmetic average of the daily volume-weighted average price of such stock as reported in composite transactions for United States exchanges and quotation systems for each Valuation Day in such Valuation Period, as displayed under the heading “Bloomberg VWAP” on the applicable Bloomberg page for such shares in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Valuation Day (or, if such volume-weighted average price is unavailable, the Fair Market Value of such shares as determined pursuant to clause (a) above).

Financial Expert” means a nationally recognized and independent investment banking or valuation firm selected in good faith by the Board.

Initial Public Offering” means the first sale of Equity Interests of the Company (or any direct or indirect parent company of the Company) or any of its subsidiaries (whether in a primary offering of new shares or a secondary offering of issued and outstanding shares) to the public in an offering pursuant to an effective registration statement filed with the Securities Exchange Commission in accordance with the Securities Act.

Issuance” means (a) any issuance or sale of Common Stock or (b) any deemed issuance or sale under Section 4.2.

Law” means any applicable U.S. or foreign, federal, state, provincial, municipal or local law (including common law), statute, ordinance, rule, regulation, code, policy, directive, standard, license, treaty, judgment, order, injunction, decree or agency requirement of or undertaking to or agreement with any governmental entity.

Options” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.

Outstanding Common Stock” means, at any given time, the number of shares of Common Stock actually outstanding at such time.

 

-17-


Person” means an individual, corporation, partnership, limited liability company, association, trust or any other entity, group (as such term is used in Section 13 of the Exchange Act) or organization, including a governmental entity.

Portfolio Company” means, with respect to any Person, a “portfolio company” (as such term is customarily used among institutional investors), or any entity controlled by any “portfolio company”, of such Person or one of its Affiliates.

Principal Exchange” means each of The New York Stock Exchange, The NASDAQ Global Market and The NASDAQ Global Select Market (or any of their respective successors).

Registration Rights Agreement” means the registration rights agreement, dated the Issue Date, by and among the Company, the Holder and the other equity holders of the Company party thereto, as amended from time to time in accordance with the terms thereof.

Qualified IPO” has the meaning assigned to such term in the Stockholders Agreement.

Series A Purchase Agreement” means the Series A Securities Purchase Agreement, dated the Issue Date, by and among the Company, the Holder and the other purchasers thereto.

Series A Certificate of Designations” means the Series A Certificate of Designations of Vail Holdco Corp, dated the Issue Date, as amended from time to time in accordance with the terms thereof.

Stockholders Agreement” means the Stockholders Agreement, dated the Issue Date, by and among the Company and certain stockholders of the Company from time to time party thereto, as amended from time to time in accordance with the terms thereof.

Sponsor” means New Mountain Partners III Cayman (AIV-B), L.P. and any of its Affiliates, and funds or partnerships managed or advised by any of them or any of their respective Affiliates but not including, however, any portfolio company of any of the foregoing.

Stock Option Plan” means the Vail Holdco Corp Equity Incentive Plan or any other equity incentive plan adopted by the Company.

Transfer” means to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of this Warrant.

Transfer Agent” means American Stock Transfer & Trust Company, LLC, or any successor transfer agent appointed by the Company.

U.S.” means the United States of America.

Valuation Day” means, with respect to any determination of Fair Market Value pursuant to clause (i) of the definition thereof, each trading day included in the applicable Valuation Period.

Valuation Period” means, with respect to any determination of Fair Market Value pursuant to clause (i) of the definition thereof, the ten (10) consecutive trading days immediately preceding the day as of which Fair Market Value is being determined.

 

-18-


22.    Construction. The headings are for convenience only and will not be given effect in interpreting this Warrant. References to sections or exhibits are to the sections and exhibits contained in or attached to this Warrant, unless otherwise specified. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Warrant, refer to this Warrant as a whole and not to any particular provision of this Warrant. The words “include,” “includes” and “including” in this Warrant mean “include/includes/including without limitation.” All references to $, currency, monetary values and dollars set forth herein means U.S. dollars. The use of the masculine, feminine or neuter gender or the singular or plural form of words will not limit any provisions of this Warrant. References to a Person also include its permitted assigns and successors. Any reference to a statute refers to the statute, any amendments or successor legislation and all rules and regulations promulgated under or implementing the statute, as in effect at the relevant time. Whenever this Warrant refers to a number of days, such number will refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. Any reference herein to any Law or contract will be construed as referring to such Law or contract as amended or modified or, in the case of a Law, codified or reenacted, in each case, in whole or in part, and as in effect from time to time. The parties hereto acknowledge and agree that (a) each party and its counsel has reviewed, or has had the opportunity to review, the terms and provisions of this Warrant, (b) any rule of construction to the effect that any ambiguities are resolved against the drafting party will not be used to interpret this Warrant and (c) the provisions of this Warrant will be construed fairly as to all parties and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this Warrant.

[Remainder of page intentionally left blank]

 

-19-


IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be duly executed and delivered as of the date first written above.

 

COMPANY:

Vail Holdco Corp

By:

 

 

Name:

 

Title:

 

 

[SIGNATURE PAGE TO VAIL HOLDCO CORP WARRANT NO. [●]]


HOLDER:

[●]

 

By:

 

 

Name:

 

Title:

 

 

[SIGNATURE PAGE TO VAIL HOLDCO CORP WARRANT NO. [●]]


EXHIBIT A

Notice of Exercise Form

Vail Holdco Corp

Radnor Corporate Center

Building One, Suite 200

100 Matsonford Road

Radnor, Pennsylvania 19087

Attention:     General Counsel

Email:           generalcounsel@avantorinc.com

Dated: [●]

The undersigned, pursuant to the provisions set forth in the attached Warrant (the “Warrant”), hereby irrevocably elects to purchase [●] Warrant Shares (as such term is defined in the Warrant) and herewith [makes payment of $[●]] [surrenders Warrant Shares with an Exercise Price (as such term is defined in the Warrant) of $[●]], representing the full purchase price for such shares at the exercise price per share provided for in such Warrant.

 

[Holder]  
By:  

 

Name:  
Title:  


EXHIBIT B

Warrant Transfer Form

Dated: [●]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers all of its rights and interest in the portion of the Warrant representing the number of Warrant Shares (as defined in the attached Warrant (the “Warrant”)) set forth below, standing in its name on the books of the Company and represented by the Warrant, to:

 

Name of Transferee

  

Address

  

No. of Warrant Shares

[●]

  

[●]

  

[●]

The undersigned hereby irrevocably instructs and appoints the Secretary of the Company its agent and attorney-in-fact (the “Agent”) to transfer all of such Warrant Shares on the books of the Company, to register, or cause the Transfer Agent (as defined in the Warrant) to register, each such transferee as the registered owner thereof and to take all other necessary and appropriate action to effect such transfer and registration, including the issuance of one or more new or replacement Warrants. The Agent may substitute and appoint one or more persons to act on his or her behalf. Transferee acknowledges and agrees that the penultimate sentence of Section 10 of the Warrant will be modified in the new or replacement Warrant or Warrants to read as follows: “The Holder will pay all filing fees required under the Competition Laws in connection with the Competition Law Filings and all expenses associated therewith (including such expenses and fees of the Company).”1

 

[Holder]  
By:  

 

Name:  
Title:  
[Transferee]  
By:  

 

Name:  
Title:  

 

1 

This modification will not apply in a transfer of all or any portion of the warrant to Goldman.


EXHIBIT C

Joinder to Stockholders Agreement

The undersigned is executing and delivering this Joinder Agreement (the “Joinder Agreement”) to the Stockholders Agreement, dated as of November 21, 2017 (as amended, supplemented or otherwise modified in accordance with the terms thereof, the “Stockholders Agreement”), among Vail Holdco Corp, a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages listed therein (each, an “Existing Stockholder” and collectively, the “Existing Stockholders”).

By executing and delivering this Joinder Agreement, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Stockholders Agreement in the same manner as if the undersigned were an original signatory to such agreement as an Existing Stockholder.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of                  ,         .

 

[NAME OF STOCKHOLDER]

 

Name:  
Title:  

 

Acknowledged by:

VAIL HOLDCO CORP

By:

 

 

Name:

 

Title:

 


EXHIBIT D

Excluded Securities

 

  1.

EX-10.17 10 d698870dex1017.htm EX-10.17 EX-10.17

Exhibit 10.17

AVANTOR, INC.

NONQUALIFIED STOCK OPTION AGREEMENT AMENDMENT

April 26, 2019

 

Re:   Avantor, Inc.(f/k/a Vail HoldCo Corp) Equity Incentive Plan
  Amendment to Nonqualified Stock Option Agreement

Dear Charles Kummeth:

Avantor, Inc. (f/k/a Vail Holdco Corp.) (“Company”) is pleased to advise you that certain of the terms of your original option grant dated as of January 27, 2018 (the “Grant”), under the Avantor, Inc.(f/k/a Vail HoldCo Corp) Equity Incentive Plan (the “Plan”) are hereby amended by this letter agreement (this “Agreement”). Unless otherwise expressly set forth herein, all capitalized terms used herein shall have the meaning given in your Grant.

1.    Amendments.

(a) Pursuant to the Committee’s discretion to accelerate vesting in accordance with Section 5.1(d) of the Plan and notwithstanding the vesting schedule set forth in Section 4.1 of the Grant, the Options shall immediately become vested in full and exercisable as of April 26th, 2019.

(b)    Section 6 of the Grant is hereby amended and restated in its entirety as provided below:

Section 6. Termination. In the event of the Participant’s Termination, the Vested Portion shall remain exercisable until the tenth (10th) anniversary of the Date of Grant.”

2.    Effect of Amendment. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect, the rights and remedies of the parties under the Grant, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Grant, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Agreement shall apply and be effective only with respect to the provisions of the Grant specifically referred to herein.

3.    Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same agreement.

4.    Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.


5.    Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.

*            *             *            *

 

2


Please execute the extra copy of this Agreement in the space below and return it to the General Counsel of the Company at its executive offices to confirm your understanding and acceptance of the terms and conditions of this Agreement.

 

Very truly yours,
AVANTOR, INC.
By:  

/s/ Justin M. Miller

Name:   Justin M. Miller
Title:   Executive Vice President, General Counsel

Enclosures: Copy of your Grant

The undersigned hereby acknowledges having read this Agreement and the Plan and hereby agrees to be bound by all provisions set forth herein and in the Plan.

Dated as of:

 

April 26, 2019      

/s/ Charles Kummeth

      Participant’s Signature

 

[Signature Page to Nonqualified Stock Option Agreement Amendment]

EX-23.1 11 d698870dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

The accompanying financial statements give effect to a 5-for-1 split of the common stock of Avantor, Inc. which will take place prior to the effective date of the registration statement. The following consent is in the form which will be furnished by Deloitte & Touche LLP, an independent registered public accounting firm, upon completion of the 5-for-1 split of the common stock of Avantor, Inc. described in Note 27 to the financial statements and, assuming that from March 15, 2019 to the date of such completion, no other material events have occurred that would affect the accompanying financial statements or disclosures therein.

/s/ Deloitte & Touche LLP

Philadelphia, Pennsylvania

May 3, 2019

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 6 to Registration Statement No. 333-229578 on Form S-1 of our report dated March 15, 2019 (May     , 2019 as to the effect of the stock split described in Note 27) relating to the consolidated financial statements of Avantor, Inc. and subsidiaries, and to the reference to us under the heading “Experts” pertaining to each respective prospectus, which are part of this Registration Statement.

Philadelphia, Pennsylvania

May     , 2019

EX-23.2 12 d698870dex232.htm EX-23.2 EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated February 24, 2017, with respect to the consolidated balance sheets of VWR Corporation as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income or loss, redeemable equity and stockholders’ equity, and cash flows, for each of the years in the three-year period ended December 31, 2016, and the related notes (collectively, the consolidated financial statements), included herein and to the reference to our firm under the heading “Experts” in each prospectus.

/s/ KPMG LLP

Philadelphia, Pennsylvania

May 3, 2019

 

GRAPHIC 13 g698870g07q68.jpg GRAPHIC begin 644 g698870g07q68.jpg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�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end GRAPHIC 14 g698870g12m40.jpg GRAPHIC begin 644 g698870g12m40.jpg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g698870g59f93.jpg GRAPHIC begin 644 g698870g59f93.jpg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�]0\@;@3D75 E\'-IR2F19\S"A//D17*QB _-!FHRSG-1J^ M> MW/*C96Z\Z1MS!4B58:L3-VYCKQ@*TG!Z1+)YDQ4])D([:ONX-'"-M]>MU9W> M;I:JYK*E=.A-X4Q18&AF\^,YT@>/R-=8ER0%H0L+U ZI\ ^32F33 (6-^A&) M1<427R;Q)\0ZTU:?;N!L+.)P8LGD(6#0^5Z/3JR*>)3+]6S,A,?E$PHSF20Q MZ[X9^'5F&S!N//UV@\@K+B\?,O3-YOJEVU&PYB\KLU:%P)?-XF=8Q'&)&K-8 M%I@-9J&^KX[N\?[U.X7][=OT[.U/LMMO\ P_^'5M(_NS[5;F_P#<&9_Q&SIZ MWA6?J\-IWV5L?VK*Z57?WVQW!_3V_NX]-AL#[&[>_#T_O)-6!:J&KAHT:-&C M1HT:-52<0KA_N-PY@RWB4C%KEZ-CT6,W!NUT6#'(45'I"FP*5\L)&S&TQJ!2 ML6+M^HDQD8\C:/?.V1&#-#'C&FR@=N;C,LFVIYVFJVXD::;#6)FYF)B7 MF2;'SL3+-'$&E@F,DT,4K32H4)^5[\DF;Q@8>('A^M6#Q#I4XZN3Q=B6.I5W M?0J)TU%%N0K!5SM*("M5L6WCJW*@@IV[%9*E:55OKM0+ICJ<=5B_U.?J$\T, M+$YK%YJI'?P^1 MIY.G( 4L4K$5B+DCGI8QLWER#T>-^F1&!5U# @<9]R;6W1LO*SX3=>!R^W,M M79A+C\S0LT+' 8J)(TL1Q^=7&62">"1)89HG:.2*6-@\2)=ID=ZO7:Q9$HTH% J9IJ M^V^ ?%BB=(EYNYFPMN?,H"H8XEYXENS8W@5@NO*[GQ6!Q+-U2B)+M^DTY/FYUB\NLUF3$X;,QTP MAR>Z,_B[ HKTDSD+EG>OE":SYD.)62DZQ0I>; MD)O&E$?ATJIO C'W:C)J:;&Y"1-I%1]=9.>ZHFTF5BLY-!:MX>+6+CJVMO>% M^ J[1PUA6@O9:O5AK9S+0GZ)C,\75/5JN.Q,EB>Y+'T@R5E,L#="?"SY-.Y) MLAC][_*'WGD/$W==*1+F(VS(PJL-7/+').K1J (TR<<8>;K3LHN11R>8.#81'$EB3EK\ MI/Y#^7O9+([V\%(*MA;TLMW*;!EG@HM!9D8R3S[7L3M%2-:9RTIPMN:M[*W6 MF,GEADKXZK2W:L2Y4H\@K%W/'5WJ;]$YDS-9^K346H;IY\S)>,9)$61. "9- M9 5452""B1S)F*86CQ.3V_E85GQN9Q60B8!NNK?JS@<]^'\N5F1AV!5P&4]G M4'D:YF;CV+O_ &S<>AN79VZL)87)6/CS@W: 5,9M&QL4_D&LJT6*!'T)84DDP;'AI)$.P_ M;.5DEP3,1TP!-^W:KH^S.;;V_NO$6L)FFJRT;: 'IL0I/!*O>*U5DZB8K,#@ M/&_!7U21'B:2-M \'JGBYLK>>'WKLZID=OW<3-U&YD:%M:%VE+PMO'7*3+%+ MDZ-Z'JBF@CZ1STR)8JV(H;,48]UNY#<%O%RY)99RK#S1'1FY(FL5:)A9I*MT MNLME5%FD# MG!%U@3[RR[R0?.557LI(N'+QR<"F100]6Q]K;5V%@XL'A)Z_1 MU&>Y=L6*[6\A;=0KV;3J47GI1(XHT58X8@J( >IF:7Q&W5O'Q,W#+N'<=>P9 M?+6M1HUJEI*&,I(S,E2G%)YKJO6S2S2R.\T\[/([\=*IY#3L8YI)DFF11V^).J)4V=N#+SBKBL!FV1*K9;* M])#I%D'@=EQ=%^PGB\PY*5>N$QT6*SAJ^-C8^'CF$1$L6D9%13)K&QD;'MT6 M;"/CV*";9DQ9-&Y$T&K1HV23;MFZ*9$4$4R))D*0I0!(YII;$LL\\DDT\\CS M332NTDLLLC%Y)))&)9Y)'8L[L2S,2223KI!7KP58(:M6&*O6K0QUZ]>"-8H8 M((46.*&&) J1Q11JJ1QH J(H50 -?;KYZ^VC1HT:-&C1HT:-&JYL[\)W85N M%EGMDN>!H. MD@JHX>VC&LA+8YD7CI81.X>2+"K/&%*\0=VX>-8:V6EFKH %@O)'=15'U51YU>>-%'94CE1 .P7@#BE9 M;P]VCF9&GLXB*&PY+-/1>2D[,>[,Z5V2"1V/=GDB=R>Y;N>8_5#@+<.ZKRZ4 MK(TG(EY205*LG#V_),QI9I521P9:]&+S/CP;!L("?O" CU4@]]0];PCV97E$CU;ML \B*S>E M\KXXG!^CW)))V %74G$7*7/" M:U%!(G4&Z2T=5''=0>593V]=0E#86TL7<@OT,/'7MU7\R"86KSF-^DKU!);3 MQM]%B.&1AW].=3[U4=6_1HT:BON+V3;6]V;^K2FX3$<1D:2I;2485I\[FK7 MNXYE,+,W$@T,XJD_ JOFZB[!NLBC(F=D9*BX.R*W,]>"O/8;=&>V\D\>'R,E M)+31O.BQ5YE=H@P1N+$,H1@'8$ITEATA^KI7B S6UL!N)J[YG'1W7JK(D#M+ M8A9%E*EUZJ\T)=244@.6"GDKT]3<_MMTV6;8-I;BUN]O6)HG'#N[HQ#:T.V< MQ:9UU*-H(\@K%MO$VN=G5V;=NK*/53H1ZC1)THHDH\(N=JU% S.YL[N$5US& M0DNK5,A@5HJ\2QF4()&Z:\409B(U +ABH!"D!FY,+M? [=:PV&QT=)K0C6=E MEL3-(L1O,KC(JJ.'URH3R5QY8'[Q41%9_+GJ3V+C+#(+"/PCVQQDNY/R+S4YE*( M6_$;\W5A(U@IY:9JR *M:VL=R)%'HD?M*220H/;!1 MB,@^(]H,\8/^[U!0>$6S(9 [U[UE0>?*GORB/M[C[.()"/\ >:LVK.W#!%+Q M+-8*J&**35\1V2#F*Y8:+ 0K:(AIV*L,:K$3B1F,C>I?G@ZB M_0>%-P_\7W>IY'H>W6'K]UHU@B;559Q&[90>*Q$_!O49"*D4VDE=WL>Y.T>( M)+%0>M'+542="Z"J8F(,[;W_ +OO5;%*WF9)JMJ&2O8B-6@HDAE4I(A9*JNO M4I(Y5E8<\@@]]0-/P^V?0M5[M3"QPVJDT=BO*+5]S'-$P>-PLEMT8JP!X=64 M\=P1JPO5.UR6:4=34Y M)J-8^\-[^3>NG1V[)JV:(F5%-LW11*1,MRJ^(.\*5:O3K9J2*M4@BK5XA M5H,(X((UBBC#/59VZ(U5>IV9CQRS$\G5+M>'FSKMFQ>1I99"J6U12[LS<(JJ.>% ' U-?&.,Z-AN@U?%^-(!*KT2EQA(:L5]!Y)2 M",5&IJJK$:IO)=Y(23@I55E3=QX]<+>MR%02@4 K%Z]:R5N>_>F,]NR_F3S% M40R.0!U%8U1!V [*JCX:M-"C4QE.O0HPB"I5C$4$(9W$: DA0TK/(WO)KUZB1N&V)[3]UUC@K;N!Q!'9&L-:A#5V#DGEENT(=A"G?.9,S$B%7L MT&U6*+YVX7[KE!9QS4$G>[92$+8.!KL.W/9]MPVE-K8SV\XR8XW;7E>&6)BAD ]G MAB#=1C3GJZN.GMQR>?OA=MX3;JV%PU%:2VS$U@+-9E\PPAQ&3[1-,5Z1(_U. MGGJ[\\#B2VH34YK@;-5JQ=8*2JURKD%;:S,MQ:2]=LT1'ST%*M3"!C-I*(E& M[J/?-Q,4IA1&A.X(B/2-9A[ QK9D//R:C%"V .0 D '*VIX@[SCB\E<_<*< M=/+BO++Q_/R0O/S_ "O,ZOCJHR>'FRY)?.;;](/SSQ&UB*+G^8BF2#C^3Y?3 M\-36QOC#'6'JC'4'%5(J^/*7$G=*QU7J$*Q@85JL^<*.WSA-A'HH("Z>NE57 M+QT>Q*\LK!0%52[DGI50%51PJ MJ -6BC0I8VLE/'U:]*K'U%(*T20Q*7)9V"( .IV)9F/+,2223KO6O)KUZC MIG[:/MKW1QJ,;GO#=+R/X1 S:/EY5@HQM42V.8QSMX:Y0B\7;(9NHH85%6\9 M--$550*HHFR1 MGS:"RU$-14ZPAH_)SU6-*7GS[)59:,DY?M\O5YFE3*\O^;U>MJZIXN[P5.AI M<=(W'[Z]%0_Z>(Y(X^?]WQ\-4A_"#9K/UK%D8UYY\I+[%/T[]\Y^/ M/?4S-O/#>92#WY[ M#BS8;9&U\"ZS8[$UULIW6W8+V[*M^='+9:4P-[OR B''N[GF'FSKMFS>1I99"J6U12\ MCLQ"JJCGA0!P-37QCC.C8;H-7Q?C2 2J]$I<82&K%?0>24@C%1J:JJQ&J;R7 M>2$DX*5594W<>/7"WKO6LE;GOWIC/;LOYD\Q5$,CD =16-40=@ M.RJH^&K30HU,93KT*,(@J58Q%!"&=Q&@)(4-*SR-W)[LS'XZ[WKR:]>C1HT: M-&C1HT:-&H&\0K]")O\ [RW_ &VM?\%OM6/YI?\ G.E4^5[_ /;!_P"DR?W0 MTKUC;])D9_>ZO_S/MO0_$9?[QM./8+_1+1_[F3_\ MV5US(W9]HLK_ $IO[!K^CKPO^P.V/PY?[V77K.J[J^Z-&C1HT:-&C1HT:-&C M1HT:-&C1HT:-&C1HT:-&C1HT:-&C1HT:-&C1HT:-&C1HT:-&C1HT:-&C1HT: M-&C1HT:-&C1HT:-&C1HT:-&C1HT:-&C1HT:-&C1HT:-&C1HT:-&C1HT:-&C1 DHT:-&C1HT:-&C1HT:-&C1HT:-&C1HT:-&C1HT:-&C1HT:__9 end GRAPHIC 16 g698870g75v30.jpg GRAPHIC begin 644 g698870g75v30.jpg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end GRAPHIC 17 g698870g78c79.jpg GRAPHIC begin 644 g698870g78c79.jpg M_]C_X 02D9)1@ ! 0(!>@%Z #_X9"D:'1T<#HO+VYS+F%D;V)E+F-O;2]X M87 O,2XP+P \/WAP86-K970@8F5G:6X](N^[OR(@:60](EG)E4WI.5&-Z:V,Y9"(_/CQX.GAM<&UE=&$@>&UL;G,Z>#TB861O8F4Z;G,Z M;65T82\B('@Z>&UP=&L](D%D;V)E(%A-4"!#;W)E(#4N,RUC,#$Q(#8V+C$T M-38V,2P@,C Q,B\P,B\P-BTQ-#HU-CHR-R @(" @(" @(CX*(" @/')D9CI2 M1$8@>&UL;G,Z&UL;G,Z9&,](FAT=' Z+R]P=7)L+F]R9R]D M8R]E;&5M96YT&UL.FQA;F<](G@M9&5F875L="(^9S"UR97!A:7(B/F1S<# X M,2YA:28C>$$[5V5D($UA$$[*BHJ5&AE(&1O8W5M96YT M(&AA$$[)B-X03M4:&4@9F]L;&]W M:6YG(&9O;G1S(&%R92!P'1& M;VYT(%1I;65S+5)O;6%N72PL6U1E>'1&;VYT(%1I;65S+4)O;&1=)B-X03LF M(WA!.RTM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM M+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM)B-X03MD$$[4V-R:7!T('8R M+C0N,BP@26QL=7-T$$[1W)A<&AI8R!T>7!E.B!& M;&]W($-H87)T)B-X03LF(WA!.RHJ*E1H92!D;V-U;65N="!H87,@<&%S$$[5&AE(&9O;&QO=VEN9R!F;VYT$$[)B-X03LM+2TM+2TM M+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM M+2TM+2TM+2TM+2TM+28C>$$[9S$$[)B-X03LJ*BI4:&4@9&]C=6UE;G0@:&%S('!A$$[+2TM+2TM+2TM+2TM+2TM+2TM M+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM M+2TF(WA!.V$$[5&AU($UA$$[*BHJ M5&AE(&1O8W5M96YT(&AA$$[)B-X M03M4:&4@9F]L;&]W:6YG(&9O;G1S(&%R92!P'1&;VYT(%1I;65S+5)O;6%N72PL6U1E>'1&;VYT(%1I;65S M+4)O;&1=)B-X03LF(WA!.RTM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM M+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM)B-X03MG-SAC M-SDN86DF(WA!.T9R:2!-87(@,34@,C Q.2 Q,SHR.3HU,"!'350K,#4S,"8C M>$$[4V-R:7!T('8R+C0N,BP@26QL=7-T$$[1W)A M<&AI8R!T>7!E.B!&;&]W($-H87)T)B-X03LF(WA!.RHJ*E1H92!D;V-U;65N M="!H87,@<&%S$$[5&AE(&9O;&QO M=VEN9R!F;VYT$$[ M)B-X03LM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM M+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+28C>$$[9S$$[ M1G)I($%P$$[)B-X03M4:&4@9F]L;&]W:6YG(&9O;G1S(&%R M92!P'1&;VYT(%1I;65S+5)O M;6%N72PL6U1E>'1&;VYT(%1I;65S+4)O;&1=)B-X03LF(WA!.RTM+2TM+2TM M+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM+2TM M+2TM+2TM+2TM+2TM)B-X03L\+W)D9CIL:3X*(" @(" @(" @(" @/"]R9&8Z M06QT/@H@(" @(" @(" \+V1C.F1E&UL;G,Z>&UP/2)H='1P.B\O;G,N861O8F4N8V]M M+WAA<"\Q+C O(@H@(" @(" @(" @("!X;6QN&UP.DUE M=&%D871A1&%T93X*(" @(" @(" @/'AM<#I-;V1I9GE$871E/C(P,3DM,#0M M,#54,3$Z,3@Z,C$M,#&UP.D-R96%T941A=&4^,C Q.2TP-"TP-50Q,3HQ.#HR,2TP-SHP,#PO>&UP M.D-R96%T941A=&4^"B @(" @(" @(#QX;7 Z0W)E871O&UP.D-R96%T;W)4;V]L/@H@ M(" @(" @(" \>&UP.E1H=6UB;F%I;',^"B @(" @(" @(" @(#QR9&8Z06QT M/@H@(" @(" @(" @(" @(" \&UP1TEM9SIH96EG M:'0^,30T/"]X;7!'26UG.FAE:6=H=#X*(" @(" @(" @(" @(" @(" @/'AM M<$=);6&UP1TEM9SII;6%G93XO.6HO-$%!45-K6DI29T%"06=%05-! M0DE!040O-U%!#AF M2'@X9DAX.&9(=T5(0G=C3D1!,%E%0D%91VA54D92;V9(>#AF)B-X03M(>#AF M2'@X9DAX.&9(>#AF2'@X9DAX.&9(>#AF2'@X9DAX.&9(>#AF2'@X9DAX.&9( M>#AF2'@X9DAX.&8O.$%!15%G06M!14%!=T52)B-X03M!04E205%-4D%F+T5! M84E!04%!2$%114)!445!04%!04%!04%!05%&07=)1T%104A#06M+0W=%04%G M241!445"05%%04%!04%!04%!)B-X03M!44%#07=11D)G8TE#46],14%!0T%1 M341!9U%#0F=C1$)!24=!;DU"06=-4D)!049)4DEX459%1T4R16EC645537!' M:$)X5WA1:5!")B-X03M5=$AH37A::3A#4GEG=D5L47I25&MQ2WE9,U!#3E51 M;FLV3WI.:&156DA41#!U24E*;TU*0VAG6FA*4D92<5,P5G1.5DM"DI$4D1G:&%357E7:5DW3$-",U!33F5*16=X9%5K=V=*0VAG6DIJ M6D9':61K9$95,SAQ3WIW>6=P)B-X03LP*U!Z:$I3:W1-5%4U4%)L9%E75G!B M6$8Q95@Q4FQ:;61O85=P45J:GAP M5W1E;$M9<6]$53E.83)T-V]88TIT4PX4T5J-&MD M5TAS46-65EE,:4,T:CE30U)*62M42GI29WDX:UEO-'%/-G-P0CA$:7$O1E=" M,T]H9FUV3G%U)B-X03MS4W=A-6%73FIE5%7EZ5SEU7@K9#AB%AA:E--,T)U3E)X>%9",G9L>C@X;S=N6%AS)B-X03MF3G5N6$XU.5EJ67A# M6C5V4EE7:VI'07=3,CAS9'5*2EI)6D%I+T9W+V%057%T5&%P*V-,*U1.2D9X M-6LP'!%=DQM4VDQT>4AQ5D):87%Y<4HO=VPK949Z M)B-X03M(2%!$-6\P*U-70T]E24=/935%4G5J<5-Y=3AG4TQI,T-#27AC2T%) M95-G8U-C0V]T4$Q8-2]'>%IP=DUU;79Q83-03T)W<%="8F-7)B-X03MZ<'A+ M2F)*>6MA6F=36D]A:C=15V\T;%9M=FMQ>C@U,FUK4$@U=78W8E5D5F%:;E=A M>E0P-&QI2W%&441H1V1I1S-/2W%N;7I3.5HQ)B-X03M'>'1O=$QU9E%E2S5J M;75O=E=L='989U5.>6@KEAD2B]02%1R4&QB M*V-.2S K,5%'0S)E+UI$5U-3)B-X03MD170Q:VUM=%A:>C9653-02G!0:7%E M6$9654AC-F(K8CEL65$V:F)E961):7-'=4Y184%8YC-P.4IZ=TUQ=S-&.&I,16IZ5W),-F]H85-.2VAL<555 M2T].4W%R6'9L5#@R43-M3TQ4)B-X03MT8G1K:C%A479P=#%C5#--:W1M<7I/ M-G)(1TEX16]A3F=H0R]:-C%B8D976C924#5P839E3%8W4S!I=#%G:%I,:3%M M951L3U8O9DIX)B-X03ME3TUH5EE(:69#;F5O0W%*,7936618,&TV,'5E5U=' M,W9)>D1/.$1"2D1',GIQ1TEA;DIA<50Q;V1Q2&9&6&XK'5$.'-V>5DP:3%V3U!M1SE+2F)F5V)U3T]A3G!9-&1*:E9*)B-X03M3,&-% M2'%).%EN-4]P2$U-95E!6E%62W Q;RMI+VQM4$MI*UA9+TY":#!Q>'5R5S1G M=#=H35B9&%L5E(X&5U>3@Y=VM7,TYF M#@P*UI89T]P6'IA=DAE4E1. M8F=.0T)0;VM+)B-X03M1;$(V:T%&1E4UP9T,R2FEL M:FEP2F)#3FDS,4-R:7!Q3V8P2W-L,"\X:79+9&PU:&DQ,4PW)B-X03M5<$QQ M2SA.*VM-:S9E:#9V<65O<6Q&:E@T17!25G)S4&9F07(P8D9867%L,VU04F\Y M8S!$561':VUK=#0Y4G1P8E8U-&I2,$5Q1D-Y)B-X03LO2W5+=D9F36YK3#AT M56=I.'9295EP3&983D=V;UAA1RM0<#)Y3DES1GA,5TIO2&A323(Y;5-R9V-! M>&\W3EAJ:%9%-FPK5D@U2799)B-X03M*<#%X-7AE,FAG1'A5+U-L:T=R2E V M>#5E;VIF2#9H3R]5,6]A,%=G5C%R*U=V-4ER<45S34AM<59B:&Q/<6,Q=DQ6 M26I%,#55;%I&)B-X03MH5TM33D=T0VY$:S-P,'%!696 M;TQ367E14W9'EI'2T]A54%,1W1N1E515S-0,'HK:2M,3C=-<&)I-41+DPX5S0V2&-91EIN:7)S5E$Y-W%&;%I):VPS37-+4T]S4T9U-W0P2#-! M:RM!0DHR1TMS6#AX-C$K6$AM)B-X03M(5&\Y1C%$5W)'-71,.')C3F)X5'=Y M:5=',F-ZF998E4U031Q=V4V+TQ(.&UP8C)/465:2D)/,V\R M<4Q$93(P:DMZ)B-X03LR:7)'>&8P,VM2<$QE>C5H>76]%:FM34S1!2%1T54A!<4(Q8CAV=GE++U-#4EA(;7 T)B-X03MR,C9U M8E6LQ;E%,>4Q2.60Q2SET8F5Z=#=A935J645A&534X9U@O=T-5=FQ75SAH M,&9Z0DQC>39G3%=39')T;6-+&-A)B-X03M88V9725-I>4LS0C!R2$E70T]"27%K<3-"<4U.:E$T M<3)F.$%%9%14-FY4=%@Q8U913W0V4'$R=&%093929G!A4%I8.$PR.7=Q;593 M)B-X03M5:U5Q,4-/:#,R3TMS9F@O2W93;VAF8V)#,34V;6PR;6]Y0S1V54TT M,41H.6(U:$I&565T-E-6-&=5<'140W$S+VQ5=6@O6$5V4G!D)B-X03MO3#5+ M15AG=6(X5&MH;5E&<%),>EDO1WDQ2G)X4$@W3S)+;T]F.&IF2T4V<6MU:#)4 M26M#,FEO3&Y5079O3$XV-G!14V=516TO=T-()B-X03M48D958G!N-51A2'!E M=#(K=3)';#)C1W)7>G9*1F1I-'9M67E3<39Y3S1A57))>G))=UIN0DHW.4)G M5E=F.'1B63,S-E%30TM,54,U)B-X03MK83E3-W9J2WAD-%AF:WI33GDU+U9O M,4YE:7)157=Q;S,S-55A3F9Y>7DS=6TR='I.33%Y>GI3,TXK.&6DX=3-444Y*;VUM;S%S>5!!,$PS54I5>$I#)B-X03MI9C-4<%5+=')&D=H,DIT;UEZ1D-J5#-Z8T8U>5-!<7I3;&=Y=DTU M5C8X;#5':$=+<&LS-6$R1&%,)B-X03MA-DEB1S(O4DYN3DIC=U=8,6TO.5 Q M2FUD<$]9.5@Y-')'5B]G97$W;F)&5W)B.'0T3&5W6%0Q:&EA>6IV9C!J2&)M M-W9U2WIL47!R)B-X03MX:TA.1%-R22]*5TI*87!*>%8R;&9L;'!E:S!';F%: M6E6%7-6UE-&Q9.%%O*TM35FIS34-O>B]!2C)4 M+VQZ+T%/4W5+;WDP*W5E;"]P9G K30P-V9A,W)I)B-X03MQ4V5: M9DPY+W)29U5M0D5S<'AD5U5H-3@Q:SE*-%-71D-P0E-:,5!S97@S>%9I96PO M:W)O9&QO='!P8S)N,F0P='1B>#(X:VI3,VE#)B-X03M5>'AZ>&U2-#%K0V-M M*W5Z:S!(5GHT0VEQ6E(O;&AP365M2%,P,'5X1VYM6F)G,GAL=7EN<4QA+U5Q M,$PY1&)F=3)8;WG4S<69B<6$Q>%9,9% O04-.,$LS:G5&=3=#>79: M2G U-55L85,X)B-X03M2:VEM=5!R2W=!3AA4T)11U=L2V)5;U1I<5IA M)B-X03M.*U=T:&]K5B]&<$9J8E=+86MI4EAG9W5B.4]34G,W;W%K4S%J0VU6 M<6-+8D=N5&)&5D]Y+TLW5')$,48P-GETG)8:V$W-'%N)B-X03M(;#=Y;%!O33AR-F1& M87=X>E)X44Y(>6QB:DA&3$Y.44TQ5UIM;'5P6%IN66MS,UA!%-C M5U4P:74Q64$P-65W*TQ&530P2%=02T]T4S9:<5!L=58U259V1$1--TIC46MI M5%0U3&Q!635W:D97:FMJ9%13:#=91E1M1%1,)B-X03M+*S%,5EAU:TUR4EA+ M4G@Q9'=&5#9R03%!05%0=$U4:7%896)9-T119$I';S(K:G1Q6$=E1T]A,FEM M9$IF4VMK0T\X45!,,4A12&M%)B-X03LR-61+,7=Q>&UY+TTS.' R,"M3-C%# M-6IT;6AA6#%H0CEC=6\Q:58S.4M1>7!%;R]E>$MS9T)(-U-R=5-+<7,S,#=4 M9DQ/;S)I,VQL)B-X03M(-G1S-T]S8W1:5D1E;351&-657(X)B-X03LQ9FU!=6@V+W%7;$QP M8T9X1%DV<%E1:3E4,3-8-FAC0T%84SA&;7$Y,T1*8TM&44565G582#17>%9( M6% U=69LD\X M)B-X03MG-E).4' R<%E0R,7=V M39J93)M<%@P1%,X2F)D235P3$M3,#5Z.%!I.45R3WIY1EEY M)B-X03MP-55$0VEQ3W9F>G,O2W5Z=45G;C!Z549L3%-,27194&=%345D=S=T M5S9&53E/6#1'4V]K25!P.'1Q<3!P,W8U>2]L.6$V;S)N5&%B)B-X03MC=UA. M<$QQ0G995TMY5F@P-6)R;4DR139H6E=A,E=I=4MF1E%F>D)7:S9M.# V1F8R M,FPS1VQP8C9485@X="]B>C,KF5H4&1W1S9T M0VA-035/>6]F5%I257124CA42W!6444O-6&MK;$U34-F.$$U4T]X+W=#64\W+S5/,C)+<4YN<'5U5V1P0F%16#%R-D9V1W-5 M6$\Q:UHK0TM&6&M28TM#841E9T=+<3-O95DO)B-X03LK5S9Z+W=#:U-8+W-P M>%9#,D5V;5,V*W-6=DQ.9E%N9455=$I454I49B]E;C-X5D9E:#5J+W=#5S9Z M+S922F8K>6Y&6&5H-6HO=T-7)B-X03LV>B\V4DIF*WEN1EAE:#5J+W=#5S9Z M+S922F8K>6Y&6&5H-6HO=T-7-GHO-E)*9BMY;D953&5A3'%T-TQA4S-.>EIY M4U=-,S%I,&(V)B-X03MR341(3'=A4&U+6%$S-%--=GE*>%9&96@U:B\U8G)0 M+T%+4DIF*WEN1E5*<6MV;5=ZF-X.&%+8E-503%93"]W0710=FEQ M)B-X03M/,#9W=6]*3)Z>4]$3DDPG"\X04QD6B\Y26MV)B-X03LO6E1I"\X04QD6B\Y26MV+UI4:7)V43AX+SA!3&1:+SE) M:W8O6E1I<49F4F169E5O=%1A)B-X03LU7%25#9Z M,CE,1E93.3 S)B-X03M88GEZ;G1*DQ*1'!Q97$Y;W-L;W%45FM0<4EI)B-X03ML;%5( M66)%9$)I<4YK.')E535(3'EE43=D,U!Q17,Q$]N5#(P5G1/,#!S7E.6&Q)3S)+=$585G9D86MJ M-F),93(Y-TM*05EZ8FQ#:'0T)B-X03MO5U9L;6QJ4%=-.7%5>%9!,E=K84I9 M=33!&3VU+;V%$4U!+ M>&UL=&]V2DU3)B-X03MV8G-J3V]T=$Y!1$TS$,X8F944E%)5UIA56PO6DQS4CAZ-#1Q;7-"=DQR5TE, M)B-X03MQ4WEL=$E93&5E26U:;U-7858T5UAI27!*96=I3F$P>%9#*V1T63$W M4V1+9W5D17-V4-&;49X3$4X M0VAF5$QV3$9V.$%&>$@R87%S;G9%4U11=%I2)B-X03LQ1&\Y,C9S$1H1THR0T5$,#50:&--;D9L5EA3 M,SAW,TAK-7(K)B-X03LT,$M72%9&,693-#0W951363%M3FQ,1EIT97$V0S K M=W)36$%A4EDO:$DR-D%9<6DT4$YM<5-A0F(V%-Z=F)Z55)K:&IK4FTY2WEL8TEZ51L5V=L:D5=233=X59:2C5N M,4153D0Q,E=7=SAO3G)U;G9P,7$X3FQ(665L1W1W579:<#(Y84]Z;FLY46DS M)B-X03MG:D5:,D130W1-5E9B9GI*9G1C4$1C+VQK66%7='IC>'ER2#9I3SES M7AL535!16]Y3T(X4E96548O:3-6-#5D43E8)B-X03LX4E(=SEV M;WA6;$U(+T%#:V0Y+WI",FXO2C(U=TMM3TMU>%8R2W-E4V$T:3!+43(X<&=L M:S%/4T@Q5D-L;%=B5D=J86=C)B-X03M-=&5,2'%-5E1$.498,R]6-790*T%S M+RMY9D971V59+TXK;V%(-6YI,%=E-'9':75"6DE50>E9S631,5%5T33%/-G8O04,O M9%F-$5FU%54LX-U9:,F%*679Q1'9Y+S!::CA81W%H;5AL>&%I6HO M,5!T="\P;#98)B-X03LO=T)5GI7<7AY<71M M-DY(8U1X;U=5:4-H<6HW2$959CA!;W$K+S9V3C4O=T%"6B\X05I0:7)V,%9F M)B-X03MF.5AM."\T0WHO-THX5E%7:U=U<#-E;E$S175S6&9Q4'DU55,P03)9 M:B]L;CES5E)V-DMV=BMR>F5F.$%!5V8O04=4-'%G.50P.%=E)B-X03MI,S5- M.&QZ3&-Y2DY,3$YW1$9H-F-9,FI33F%C67@R>%908U9D:7%3-F9:2F4V4$Y! M>G9&+W Q,4ES:V9(:W)X6#AK:45C9WDW36B]!3WEF1E=/961V3D=M951D4&=V3EHQ M,BM!=5I20F)7.%-75%-Y3V5V)B-X03M&5VA86F4U4U64R]19GI#,&I7 M=DY$95=O3E8Q3S,Q2EEM;$LS2S999S5*5&Q%;T---W5+;C=#;&9H8C1T%9U1"]L235A6.5!C47)C4EA$5VPY8TY:>CAH8S9A5EIK M95)O450Y6"MS8S%**WEV3G@X)B-X03M+=5%Q:S=E869Y16AL$1Z<%HK4G)793!J.' S;'IF>$US>EAC.7E32T@Q,U=& M1E%W4550;TMJ)B-X03MS87-+=%1B:G5P9F)7:V8K4RLX=68X661'+S5/,BM, M1E0Q=GI&-71T+TU0-E P-G=787I7-3 Q5VYK=&)T9S!&>3!Y,UE35T]S4$]) M)B-X03M2;S-*:4953CA65S1G<7)F>38X>F5B.5IJ,5-(>E)O.&UL6'1J8T-/ M12MG.$U%:U1+2T=+4C5:=E=O=V%R3%)A1F4Y8U94+WDU+WAX)B-X03MR9CA! M,F8X07EC8D95>7A63&9-9B](1W50.6@O>6-81E5Y>%8R2W-0,6IZ;G!N:S=Y M:&0V-W%C57,Q<$)F,U5B<&(K;#9H36PY2V=P)B-X03LV,&M+;F,O>EEQ:V,S M+T]14&MU3%5'3AU04)K=55+,4--4UA!0U5O-54W M67$Q8V9N.352:3%&=% K<#-V)B-X03LQ9U!(2%9Z86]P37!0:D]81D92,F)K M;T,X84]63TMO4%=0>G4X<5AU;E=)9E)J9#)E;UA&;$4Y=G%B,C!A:&)W3DI& M2GA"=59B9TEI)B-X03LQ1S0O58K85 U86599%4P4F1.,%IB M6%9R:#=N5#E0;#E',$11:3)G4V%6635%9C%&:%I:2TM&544P,U9C0W91+TQ8 M)B-X03LO2T]A5B]Z0C(O.$%Y85A&57AX5DQO4"M5:G9V*UE/,"]W0U1T>FEQ M631Q-T9867%K9'!:4UAM:7EW>%-I1U5A:&-42DEY;#%$439I)B-X03LX;W%O M6DMG.$MF84=+<6PY<$]Q,SEP3%HS,#)N,V1P3W9'83)N' W<&(V;'!C96A-:FA, M:3!V8EA45DE91D962DDU175.+V=644="-D%9<6TP;6TV>F-45WAU7-! M3VTQ5S1CGDO-6)T4$PU,&TV)B-X03ML=7!R-GI78E5N;6-5 M1G=5:EDK:D8V35(Y2#0O:&LU=4=.5G)61%951CEG*U8T9&%V4$IV;#9!,CET M2&)R8F%B2UIH8U--+T-$,'!F)B-X03LW=C!61E=#57!Z*VY&1$U-5F1I<5B]W0U1J67%M5TMP8C5J+S0T,7@ODQQ;#=P96M093)6;SDY M3VLQ=6XQ84Y*2D=+4S-%8V-J0EEG>B]"1S=.54$P<%=L359E9E=8-75E93=I M)B-X03LR='!8+TPK+VEM=7)G=RML2CEB4EE)-GAQ2EI8*W!L*TQ.251T2'-Q M=#=C;%9B5%!/5W5A,34P.'5P92M28C=4,'5)<#-N,6$T*W-&)B-X03M,6&E* M945-:7)#:V9.:DA'=TUH;W9,-&$Y8U9:.35A+S52>E-V*UE/,R\U3DQI<5DT M<6PP2"]+4C,S+TU(868X;F)N1E5X>%8U1$HO)B-X03MZ;$PK5FMBDM+5SEF:&UU)B-X03M*2D8O82]L8UER4TPO=T-H<5!Y<2]N M=G8K:V(O04IU>%=K2')(+T]4,S58,V5N5%E0K978U)B-X03M)*UIO5$)Q:VUQ1TPP2F)D5FEH-&-F5FMI:SE64T=Q M2D5A,UAI,61T+TA&85)8;'(O;DER.&\Y03!+>C!E0S@Q93=HFLY*U8X96\S='=Z,W9P,TAP96Y3,S,K0F%'=GA9)B-X03MR4TTO M-D=O+TMR*V4K+S92=BMB7-G M:RM,;65B:"]I%9#5W9L+SAR%&8X-49F;'HU9C%Y.3!854AV4')T:$M98FHP-$]38S$V)B-X03LP8FM+ M-'%K5VQF.$%/5#,U6#)T<3AC75-5G!& M+SA!43%(-59F>C,S+U-.+W=!,UER5'8K:'%0)B-X03MY<2]N=G8X07!'+S5U M>%=N9CE$569L5B]09F8Y23,O3C)+,'IJ>40K6DALD=)27956#!Y=D1C,4%=K9D(O M>FQ&*U9S.#AC36(S,T]69VE6='%#F4O-S)4+T%01U(O=T1I M)B-X03M2>%I+1TMU>%8V5G!N;D@X$E2>%9Q2W!B M1E5*4'%V-4PS34UL=$)P5C%:6$9W:7=X-FG!B=$DY=7(S0FA7 M+V)N-F%R8T]I.5!I4E-$>$Q-D0X0V]7=6)U-&LY2FQU)B-X03LT:#AF%9G2&U# M5%$U3E-E6%)1-E=4:6]I94EW:$-#5F]Q=&-8%A";3%6 M)B-X03MB:51J-FDS:3@O43ED<$9O;U!W5C(S>%9"6'8U3BMB-W$P=4E'."M8 M66ME96%E>6YA2S1K:W1H2E!A5%)):E!E37I#2#9L4F52+V)9)B-X03LY97%Q M23!,>7!C465A3DIE+W=$3G,R"]S4#A!:S1U2W!L M:7(T-3AX95DO2S-L+S@U=D].)B-X03LUD)89%(X=BMC9DI0;'IZ-TYR=6MI-W1D1759<$9I6AF,45QFMX+W@R=DMF M+V=0,G8X07EC:WA52E1O+W=#6EAL5E!,5VUE6#ECD\O M3&4P,&%04C=#1%99$Q%'=*9F-51C)K=6Y2-F@K9S1)-U=315A(<5-344M& M)B-X03MJ6F5D5TI&0E)E=49I-C%V&HT:'1U35965F-T33A#-DIB=$Y'1F%325-W)B-X03M&;%8V M.%-Y,'%!,T4P*U=+<48Q<4YL84=C6%=M,E9U8F%*6C=K4S-&$]75EI( M-4%C55IK64)J='-F1$961%5M:79.3VA33%1B)B-X03M.0G%*45=-,W(R+T=9 M:V5S0D514&IR1VI-3U!95C99<7$R,G)A9&18:C)6=' Y:%!E>'%8:W1O-VTR M95955G5$3557B\X059G:"\T3T@O04IP>%8S<'HO=T169V@O M-$](+VUN1E9A)B-X03MW=4)(9G)A4V%A=&Q,3D4X<4]H:EE-%9N+VQJ>35D-E)985!P8TYO64Q05' U6]K2U))0C9L>#A)5E9!6'1I)B-X03MR3&-#=7A63&9,;B]!0GAR9B]:+SAN M1WA637-64S-Z2"]W06-A-"\R2"]*>&-65$Q&5TLV4MZ+T9')B-X03M!0W)4 M24-P*TE6-EEQ<6%H<71N<"MK5#9X9#928G!P='1%8FEA-58T<$9%4VIK6"]! M2&%S4TMB-UEQ;2MK6$MV2F,R+S%)5U5L=7DX)B-X03LP56]68FUT46%P5$%Q M:F]&<&%4*UAT2F%A1T]6:%HR-$)D47AP-E,K27A62&9O>E1F*U=32"]K5W8Y M3599=#5O86)3>G$Y-7!':U)A)B-X03MH9GA7;&=)3%@P:30O95A-.&)U56E6 M<$=%84U825563DMB9&-+6HT8496;4]K-GIP>2M7E1).4IT3&UX6]J,VA-)B-X03MD6'4K M6G)(9DQ&>3560WAJ>#)65$@O0C!C;' U;&AV4$YB,W-V;4A423E+1GA087IU M.$-2*W0X93AX1"]!3SE,559E03=M#)R2S,Q:V-7:&IK4C%! M,E9L6&I1:&UD5E O04-085A7:F$U97EA;C5G=G13D)A=F%S M6D5I=$QL6D3!F.$%#4V8X,#1Q9TY),3-3-'9R=G%41F5D M,4LV5E-15E4P;U(X3T95DE9 M2&UJ;5)59%!3:VI01EA7G5V,5)R8S-#>'%:2&M-<&Q6,T5N<75W-7-8:T1334I'27%& M)B-X03LT3&AT6&]8:R]18FY14$Q/;F%,8UAG=C5.4&A705A3=W!B<7E*C-Q1S%4,4)B M16Q*3&A657AG.% R;4%B-'-+<40O:U8U0F9Y+T9E6IU12MR M:31&=E-+8FM7)B-X03LK<6971V-F5C%:5F%P6&160VHT44942TPO;D@O04UM M>"M8FER1V8P:VUN*UA*3E-U-3=T8D12 M.4)T3#930WI:5F-Q6Q1>%5&=45)<%9H:%9&6$]S95AB)B-X03M+9C!D M53%Y8E,R.4GI()B-X03ME-F9A,V=7>E%8355C=U%M56M#4E$Q M2RLQ8T-O:B]N6E K6% O:W)I<6Y*8V$W13A34WE70U!/-6IG5FUK0F1WE5()B-X03M913ES5E90*V1K+S5C+SA!:W)I<4#-T;DIB M1G).0DI4-&=*5%-J0G8T67%O,S)V>E=&-4):6#)P851A6&PQ45&M# M<6]&4U-4,$%X5E-S8B]6=%%T574W0S4P-C=T2F$K;&-13SAK)B-X03MB8U-6 M4$8P2E4P24EX5E@O04]D:R]W0UA0+VMR:7)V*V1K+S5C+SA!:W)I6PO3TM+8E985WAT=S$O8WA89&=,-E9*-')A1U9N=&YT M;5='4TIK84-.26)H9VY.6"]E)B-X03M!3GI95591#AD=S-'4F5*,E=U,61L53 XB\U2S1Q-R]!2C)4+VQZ+T%/4W5+;V)47,S M.4]V>&9V4E=R1G8T-'%I9BMD:R\U8R\K4W5+<48W6BM93'DR)B-X03MA,FQA M,%-/47)Z6E))5T%$0FI3=F9B1E4U>%9J;6\K6#E5=3E(,4A2:DI".5(Q2#8P M:G8X87EI3SAD,EE$6FQQ4%5)0G!IDM1969X2U9P:%9U,R]!0T5T5AC)B-X03MF24EIY3698,4-794TRF%23F$S%9N3VU79#=&8S-D>F5.15I,:W!265$S14-. M)B-X03ME4#=8:F=6:70O1F)A9C5E.'=1*UI,8C9X<&QJ;T5+6#A&;DMX96$P M:%,V179%;C9U5EHP5G1U6"MY=W%K1W572#5,>5=J6&5S97!+)B-X03LPF%72G!A,V9)5S9.9%-+>E8R5FIY1F1G1E%3-F8K4D4Q M+TMK;6YS55-E9E9',4XW,E-31#%*;75V6'5%)B-X03ML5S9D:4A':T]80VID M94Y25&QX5EIH1%DK4C1T3#@P6"]L=31G=4QR54Q385A55V=U,G52=3$P>3!1 M>5-,17!N930R44M/6$QU359:)B-X03M,-6$O-5)Z4W8K64\S+S5.3&EQ631Q M>%!Z=#5*=B]-;#%P,7IB878K:EI.2F1B;7=!='A-=C%T6F\U0DI,5C!,3#9C M8E(X54M':G16)B-X03MQ2&II<51A=BM6+VUI-'-R93(P=GIT<49K66YV;6QM M;6$U=4AD3'%)4571M)B-X03MT=$@Y46%V3F]P:C T=WE#1U%83%=T25-S<&%09U$Y M3BM1>%9G*W R2#4Q5RML95EB4%1,5U,U=4Y3:C175C%*9&-':$@Q2S%I456M#;F\Q47%R-FA,*V5).'AF6'10,&]F5F98 M=$QC5S@P,%1W3&%O.39K,7@V678T+U5L.4M70FU"-#AM,G X)B-X03M!67%R M=$,X*R]M,7%(;6A.2FXP3WEI:G1MFLK375O M-')/03)W-S1Q>$]4.&UT2C%Z4D9H:C%M1V%Y93,Y0T=E>F=1>'E"8FMZ075F M5FM745)F16M9)B-X03MQ0W5X2EIL1T#AN66U+,G5B84M%>F5T1G-Q8W=Q9TLQ1W=+;FYK6MQ45)Y56Q71S-C34-$:7$W)B-X03M&6%EQ M-T9867$W1EA9<7AR6% X040X;#-Q,6QR.#A-3VUA:EE7,6Q/2C5V<39Y3$\Q M,G)20BM31W),6#=*49S,&UT1&-A9$)(6D=3 M,G5,6G159%9I248P2EEN:DYX)B-X03M284QD,TY623)$3C1B2V\S4U0U3V@P M4'I-;6DV>EEA;F0S.&0S8WI,6GIP2WEP0D%K255J,5HU1#9A;$1)>DYV235A M:3@V67%M.7)&)B-X03MO;'I:=S-K9FQ0.$%C5'AR36I.1G T*T(Q-4%N.3ET ME%,92MJ:6)J23ET*VDU9W)%5F]X4V1Q1VU+;WHY M)B-X03M(-E@O04Y3;"]W06MT4#A!*W$R2V]"3#=Y8SA2;%11-U9O9S92;5%( M4WEO95-1=V]T4E!3&9*>6MI M=W9X2'(W.%I85D14;WA!-FY&)B-X03M54DIB84I(2DA(2C575DI*:59H4FLP M-$8R0VQI1D)M,TE64V1U,DMQ;C90,'8O<55V*U-7;B\X059B1E56<%(P-C-V M+T%+=$1O>#!U)B-X03ME84HU02]#,E5/:U1)%94:G9F2CAK5%12-D9B)B-X03M017)) M:E-+9$Q+:#5*5$%I:VEE;%=M57AQ3S=B9&-65$\S:'1,5U545S-L:5-#64%G M4WA*64DT0D9$4FQN0G=+.#-N+T%#9#AN-G9!)B-X03M,6DED5VLK;T8W5U5W M4S9+5U-5>#!94U5$0EI616=F;T=$9D@Y<&U::7%),'HX<5!+,6]L;'!T;D)Q M,S%N4DIOF%2-C19>65P)B-X03M%,'ER5%IV5#1G.%)Y5E%+;F=V1E9) M.5')U)B-X03M&53DX,"]L3#5C,2]7-VY5.5AG,6E/.#%D66):-%EP M=$QI4B]Q.75Y0T](:WIY9T9537))2$Y3=%1S=4MR;W9Y6CAV4C-..6-,6C8U M)B-X03MZ=C='3%1:4C8R;4%*8G=O:4%2,$E)2D59G16)B-X03ME;F-N M07)).%9D:7)S5F1I&E%>"]8:4%9>#9&14Y,-$=G1FY#0C1"1D$R>%9,4BM69FMU.4XW M<"MS95AD43%36C5N=FYA4S8Y)B-X03M0:6PQ8WIZ4GAJ:&9!14DW>3 K9%0X M4DI*5DYR1'E81G!K=794-F1O,7I(3'$QB]!1F%Y=3E+ M5S-U8F=/27I(2$QB.$AC3V1L2416'-R>5)B>$E5='!N='I,*VLS M,5-/9%9J=E52<4=8,"]!EA8<7I45SAB.')T9TIL:G5&5EDS5FEW2$ML5&EQ4&PX M;F95.4AH.'1N>C9.3C%#,6QV)B-X03LW,BMK=#5'=#=I46%N2S-";E9R<'!1 M235R:V-79&U,4'@S61.3&-75F%9L12\O04-K9&HO>D(S M9CA!>61TC!I M>'0O368Q83 P84-/,&F)9,E9L)B-X03M&92]M1F5Z96I#8E(U2B]R35EU2DIR M;#5%6C)7.%=4,5 S;VI8:31B-%9&8595<6]59FQ"9C9B.5@K=&5C,D9Q.2]A M>G1$8U%L175,)B-X03MH3E1L,4)!5D9Y:4=75U-C4C=,43!R=S5C94MQ-R]L M5R]M3%1B>E,U9%$O36TU:7572#%*4DE':4XR>&UM;6E69E9U;DQY3#E9-$M$ M)B-X03MZ<7%G8V5H0W%D-F(K5W5T5VQI640U:VU7-&XQ:4Q6-S(T=#%U63)M M:FIT67):'I1+WDT=FY9)B-X03MP8B]M M5$QF8790<'HR8C-S1'4Q>DMT=&54;#5M074U3V9O4&0K:T-25TYL035!1FM: M5D13+VPW0W-T9S!N-6I1=D8U9#%5,W!&>3=Y)B-X03MV1DEK7$X)B-X03MX4FQ73E%.>51G5FUM:657+TUE;&%P M2F-Y83(R<%=L,3E6:FYT-W!:4UEO-V$Q94HR='E:6%9:2C4O5&MF-&5N3'%A M14MPE559<4@T7-+9SEX:7)6:59V-V%A-71.979*64E* M<#=A5B]4=%)35S%L84=:84YB)B-X03M!+T)*1W6%'1S5J:4U%0VXP8FQ:5VEC;')50F51='!/=E%I:#-)>%9&1%13 M;7%L4#!Z96DK)B-X03MU24%4*S=T:41&035P=CA!5BM!;S O>DYF8D97=%ET M9%1S.4EV3(Y=DQ,1T=3,$DU26A95B]C94EX5DIR<6933E&Q6*WIY8FM&6%AF:VEA-S%'4V$U+TUE3V94,G598FU05%I':V%* M1$)F0RM(1VPX1C)).4I0:#1Q9TAW.&Q$67%L)B-X03LR;V55+TUU;C97,7)P M9C5H;E5"9$=W9UI05%V3$4U=F=W13AX4C5&4FA44%O>6LP1D%45E9",FYK=4]+-6YU<"]09&Y.9%1Y#AS,D=N9FU+;6PR963-:851Q.$]O83$U,70O35!O-F).<&A&,CE8:U=D M%!)2#E.4)3 M.'1V>$1C4V%6-&UN>7A643!0)B-X03M89$5T=$UI9W5.471O6C1Y-GE24U12 M<39N,4719=E)K034S-T%F5T)5>4=H,U!W.%%30U92;6DV)B-X03M*4-Q5UEL M5C9E4$UV;#9GE9I M<4AI,4-W=G9-)B-X03M.<3%L8WA84WA7;#!*5VAD6D%P95"]66EI*67=Y96IW-&XQ4TA12T99535!:T$T<6=D2R]+-SAS)B-X03MT35,R M14AM4U8S=$=J84M74S9S5V%S2FE!C1U(W94LQ-'1D,D)4:D1#:T-T>$5!1$U5 M:DA0;%98+V%"=W%M=#$U0B],)B-X03MI-71.271P4$U$53!3>FAS3$(OC1*2&-X9TTT='=7*T7%E-&=U5SAY5&TU:#1!>FDW&UP1TEM9SII;6%G93X* M(" @(" @(" @(" @(" @/"]R9&8Z;&D^"B @(" @(" @(" @(#PO7!E+U)E&UL;G,Z&%P M+S$N,"]S5'EP92]297-O=7)C945V96YT(R(^"B @(" @(" @(#QX;7!-33I) M;G-T86YC94E$/GAM<"YI:60Z-3&UP34TZ3W)I9VEN86Q$;V-U;65N=$E$/@H@(" @(" @(" \>&UP M34TZ4F5N9&ET:6]N0VQA&UP34TZ4F5N9&ET:6]N0VQA M7!E M/2)297-O=7)C92(^"B @(" @(" @(" @(#QS=%)E9CII;G-T86YC94E$/GAM M<"YI:60Z-38U-D$V,3=#1C4W13DQ,4(X-S4X-4$W1CE!,SA",3D\+W-T4F5F M.FEN&UP34TZ1&5R:79E9$9R;VT^"B @(" @(" @(#QX;7!- M33I(:7-T;W)Y/@H@(" @(" @(" @(" \7!E/2)297-O=7)C92(^"B @(" @(" @ M(" @(" @(" @(#QS=$5V=#IA8W1I;VX^&UP+FEI9#HR M0T%&,44Y-S1!-#5%.3$Q.$$P,SDS-S8W0CDT1C(S-SPO&UP34TZ M2&ES=&]R>3X*(" @(" @/"]R9&8Z1&5S8W)I<'1I;VX^"B @(" @(#QR9&8Z M1&5S8W)I<'1I;VX@&UL;G,Z>&UP5%!G/2)H='1P.B\O;G,N861O8F4N M8V]M+WAA<"\Q+C O="]P9R\B"B @(" @(" @(" @('AM;&YS.G-T1&EM/2)H M='1P.B\O;G,N861O8F4N8V]M+WAA<"\Q+C O3X*(" @(" @(" @/'AM<%109SI.4&%G97,^,3PO>&UP5%!G.DY086=E7!E/2)2 M97-O=7)C92(^"B @(" @(" @(" @(#QS=$1I;3IW/C4Q+C P,# P,#POF4^"B @(" @(" @(#QX;7!4 M4&7!E(#$\+W-T1FYT.F9O;G14 M>7!E/@H@(" @(" @(" @(" @(" @(" \7!E(#$\+W-T1FYT.F9O;G14>7!E/@H@(" @(" @(" @ M(" @(" @(" \&UP5%!G.E-W871C:$=R;W5P&UP1SIG&UP1SIG&UP1SIG&UP1SIS=V%T8VA. M86UE/E=H:71E/"]X;7!'.G-W871C:$YA;64^"B @(" @(" @(" @(" @(" @ M(" @(" @(" @(#QX;7!'.FUO9&4^0TU92SPO>&UP1SIM;V1E/@H@(" @(" @ M(" @(" @(" @(" @(" @(" @(" \>&UP1SIT>7!E/E!23T-%4U,\+WAM<$&UP1SIC>6%N/@H@(" @(" @(" @(" @(" @(" @(" @(" @ M(" \>&UP1SIM86=E;G1A/C N,# P,# P/"]X;7!'.FUA9V5N=&$^"B @(" @ M(" @(" @(" @(" @(" @(" @(" @(#QX;7!'.GEE;&QO=SXP+C P,# P,#PO M>&UP1SIY96QL;W<^"B @(" @(" @(" @(" @(" @(" @(" @(" @(#QX;7!' M.F)L86-K/C N,# P,# P/"]X;7!'.F)L86-K/@H@(" @(" @(" @(" @(" @ M(" @(" @(" \+W)D9CIL:3X*(" @(" @(" @(" @(" @(" @(" @(" @/')D M9CIL:2!R9&8Z<&%R7!E/2)297-O=7)C92(^"B @(" @(" @(" @(" @ M(" @(" @(" @(" @(#QX;7!'.G-W871C:$YA;64^0FQA8VL\+WAM<$&UP1SIT>7!E/@H@(" @(" @(" @(" @ M(" @(" @(" @(" @(" \>&UP1SIC>6%N/C N,# P,# P/"]X;7!'.F-Y86X^ M"B @(" @(" @(" @(" @(" @(" @(" @(" @(#QX;7!'.FUA9V5N=&$^,"XP M,# P,# \+WAM<$65L;&]W/C N,# P,# P/"]X;7!'.GEE;&QO=SX*(" @(" @ M(" @(" @(" @(" @(" @(" @(" @/'AM<$&UP1SIB;&%C:SX*(" @(" @(" @(" @(" @(" @(" @(" @/"]R9&8Z;&D^ M"B @(" @(" @(" @(" @(" @(" @(#PO&UL M;G,Z<&1F/2)H='1P.B\O;G,N861O8F4N8V]M+W!D9B\Q+C,O(CX*(" @(" @ M(" @/'!D9CI02 Q,"XP,3PO<&1F M.E!R;V1U8V5R/@H@(" @(" \+W)D9CI$97-C&UP;65T83X*(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @( H\/WAP M86-K970@96YD/2)W(C\^_]L 0P ! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$!_]L 0P$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$!_\ $0@!.@(Q P$1 (1 0,1 ?_$ !\ $$ M @,! 0 &!P@)! 4! @,*"__$ & 0 $$ @$" @'# 0*!@<& M!P4#! 8' @@! D1$A,4%1E8F!87&%F7UM9FWN-B2M=+4"B(R M-C=VE9:SU2,D)3%!MB8S47%R=+$U5G6!E+0G0D-$5(BA_\0 & $! 0$! 0 M $" P3_Q Y$0 " 0(#!04( @,! ,! 0$ 1$"(3%!41)A M<:'14H&1DK$B,D)B_ M+&U^U*L^0T>9AP?8(_&I4(H]27(UX83BD0D7$1% MOD5AQN<*1>/DN6[$NLZ1%I2;4X9QIG_T:YKW1:S6U4TEVZ2B!(K4^WDUJ&M# M-XZU[)J-VZM.T-9=D MMU3<"@!MEZ+B^N>OYQSB8=M2Q_AKZ1FKY%VQB<-C:_#1O)S8D- MPU=/GX23R@%-G:/(T(B%.@@D>+$QI!_PKCYPBFUQ(".F%+<.]KS9I<-? B?L MMMSL#7?=G<:RC;3N="ACN@L!N1C"*EKJCSQR*V[.=O VO.,Y9[W. ]'2L] MKQ:<6G%EV=1-\:+:AVE:0_B& Q]@V5N% A)N-6N*CHY,0P%A<72_)":1YH/# M8A7C]9C%F!(M"C=?C'9UC.\53Q=*-4!-K#B1687VM$ M %L@\B(-\W>FW]:>9/'%93N7%(VU,YOD$7*'.; N@-;."A3M[+QW6ME.:OR) M]%.[="H9:Y.G3U-6>83@]W:8:^S>T&Q6 8"49+NU!!$NJ>2X1_ J.-/&J'IA MDWG+(8'12!+\D% V9ENU9HOAG9<)ZIM?^9GT;'0U][F4'V)O6%TQ%:HGPA&P MQ>RYR-R@XZ#H.!8G5>XB6/IY42+3HI>Z\>.? B="^^I0 MYF!M;2G-,VY6\ ,:KWIM3%S+]Y!)$]D<>U\MCFGIM#FP@#)5EQTG*RI<#6PYB5[RISS4IW7'+A(ZVA^U-]7UNAOS7UI\EH]7] M95[HQ.ZGJHTE7!!Y6F5^5K9DNF;'B908 *)RA,HX" %,L)42-N CMBZ9"G&+ M+/-T0!I*FEYMU2^$1^HTS'O(TJ6BQ29!(.8,C@6Q]6:TRB,-)9'6EIUY-;6M M^34Z'0M*KS.(J2P0@P*@&;O;R:=WA3A9:LO-+;DFL5/R4LW>")X= D2\4CZ4V M%MBX@P*(1DJ]%(N&YP(\Y62%]"[,3,>ZJD[YNG[,?&E^\?0>P1O7N+U[&S(. M3;'UF!L* @;5/@JV*'W+VU9Y3LWAL$7(XDX]84PIJ45U("=G 0IQ,NA%70$S M"1'E91 419^L3ALW*HZ38YQ*. %4TH-'GI]=1^M(M5-8O]J8I) M>3=JD[#!CF\L%058FT^$5N$Y@**CZ_;"FB<('/A[YPV1$=.&"4U:S:-;<(QS M-V)[P49G +69S3NL]NV]+]J!FVV->P*,R>KQ!5*5Z9GTX]:@%\9ETK 1A4:8 M74Q?P*0,BZ^<@'>+P\#!R:J(Q439QEI);.,_$I5H;PQT&[K[NM X.;N2%3_X MU+0M(MO%N13=:5V;#5K&E(J"U=I2#V_,(%%C4!0=8RT(+9GAD9KPD>8DI],I MW-V R0N1L99NI0)B"6RFW?.W=?');[3,2A^XY4^PE_FM?(B!,QJ:Q M\/&9&3B=EO&U?6RA%)94L3M<1/$JBDC=G(24!S^&#& /3H1Z5(@[ &F1DD A M!' ,X>I'2TIRW77CEEXEA_0R'0%8_="VPLO6*"ZP1>H5V8">;<[IZ_:A#[() M"6)QG4XNWC)+B13]H'+H.P1>2"P@1ZVC X^S? _2KU,F5&EF(M<2_&J5,[J7 M5QC]ONF!<7O;9S2?R%MV-;DWM>L)F_J^BZ\J F @2,N>;"6K9 2'Q%VPFH*, M17CF-&42>;B18R15UC$F8LR4#)F<7@V-#02VK)1$MN^"OR(XR'O%5V-DK& Q MVD; F=AXSK>&J)-&A4CAXQI%;,T(C0::6T+>'9 \%MB$9DL.D8"3U[)![=4B M5&E$FYR,1TTDL)P#9>+LK/N>?=F10VT[RAZ3Z7;'336T#9&OUQ1?3#7/=NF9 MO*1M231$M5]W6D,@Z21..D,9_'1IMJ[;&13P,6'OE%1SIJ8:/AC[CS5L-4T> MTD[K:=+W-+_?BM,9&6SW+,WMO5]1S5K:5$VA77<;UAUBN2,BQU5SYI,P.PM4 MRVTJV9/#9CS]D/K6PXRQS=2B0Q')A9D+.QS 2(:/F!!4HH_?WP,[+B;0Z6_! MP^^<,A553W@X-9L@A 3C76Z1V%E17<\O7V0AS")<8FDFT;/5OW&4@E^WC1TH?3VQ[3E.][K66E:V-#Z_BT4A M>0C7J-6[(&K"=Q<9R5(UR" -",>FA9)=VVD-IXAK M=%6P8C+I_MC/4X!3,93<)A&3QVA"#-BG3\K..&[[X/1R/Q,&Y7?+M19LLN4> MB1K(.XQ=.GC 9B9W*7XI>K*NJ;[@%N[X;S:Z1O6Z?E:GU@D>F#+:R0B3,1@I MN62 W&-KW--V97\Q0)-BC@=FCS!);4;=S#I3BV#/C9"Q1[B1*#XZFUG[$7M^ M_P"S3IBEMJ^U&>$3/ICJ/OW1^X+(-(".O,CCA.'_ %C5Q5K)=NQQ8D*XE;' M6>Q3!ZHFY2*1]Y_VL7=-IL3RFN;N/>!R/2J]=F57;AS+G%S24T[4KC&DJ]^Z MRWO<2)NC>P#36QE?ZYD*[+%B]R4[)[0I&9IR,0QB%LR>*26+QM_2\7<^;O76 M-E.>9G&SK#SYNWB:D<)IDG,E:9(NFZ D6;T:6^\WX6&JE'=*KV'781HN05?, M!\OR';:.(VP;!&^3\L. MBW*R+?(79M.5N<^,1>-2'MP]\C$=J[=]KUAKW)@5B1?3"AMQZL'6=(HLXCAR MNMC)QQ5\:-'>(84-.FI*'2M3DB^AN:[5S)0Z""?IN-N'B_HX\"[#F[4;3I<9 M.G'+P)J3'N@U1 ;5DU92F&R1JC6EU:S:X7!+F! >0#0>ZMJX\L>KT&/1\FW= M2J*@.5HZ.GTN0X%Y@W4K%YB@4@1'R7,$)LMKN;[EBY_?25]IKO$1W(<'R0#7 M2S(!6T?(VC$U+8D\EK6N37^VC-ZWR3K-J0KV"F] M2]Q=?L UH$:A 4I:PJ*KG 4OAL65@I%7YV,S>%VI;$7-$P[>0R#66%6/! M@5RAH$/)Y99/9T9'S1AZ*XQ22Y:Q<3/#K)UR3CS1F[$I6TXO_O*2T6*2B/SB M+QN:Q(JT/168 \HC)P>IY5@9C\@'-RP8JR5\''E&A$<[;/&RG@X\=%;#+P< M>'H9-_T = '0!T = '0!T = '0!T = '0!T = '0!T = '0!T = '0!T = ' M0!T = -\4K@45L6/VY^5CPMQ, ["1XQ\1FU LBN+AT-&LLWS[SD67,S=1?A;O ML8%[=LW5C8JSY9;MC"[%^&$V'4LPD7,8M.;18*]5U]FZD^JHGZ!$%4!F!"-F MW#S%+P(;+#I)&L%A.,:XQPCXA)X[R!NP8<,V8[-@:C#YLJ>BAP))"IPR4#:>/!]ZP?''Q)#TUJ'25 M VA9]LU6#)1F0V[$JB@TN$H%EE(CA%:&BZ\*J(/'XUGAYA&FD*BKM\$8IAN& MF+YJ\55,\$G:31RV$EO]U.%=2*E5VPYW2YYEG%Z\T^G0617B1K91O*G\)-C- MN81S$U&^8;S3.:8\RC,OYOQ).">6229G 9XH_$)<1E,Y8X8X_8:.S.VGJM;= MQ2V\)B"G>N27$E)$V%H\(XF>7:[QZY#:JU^+:P6.N'+ 6AGM@:LGY))Y<58V"ZD,Q MLS6JWY$0^'I1+DA8&HT<0BM"G/-44TV;7&'AVC))T-9MT!],B174FHV4L+JSMRY#Y% M>V3JV5O)YL1DRLME93J_@>S:;AA:LS1CK*X@=>KU?A)&D45)+@.4B,041'$1 MSMBZ9Y(LT&;%-B*4>CG8FTXC*(P6$SIK?41P+M$:1@XK&H+S!I4;A,4H^Y-= M1,6D,]DA0;Q4U]S%_8%F 7*RCI,HX?%IF^PD(V1\D<9%&WHX9C'B@ULSQ0R% MVGK>4YWJR\)?C8O72KY5RLMFIR(VVDG@IYXC5S'MD:L6"Q/ M83(3-3LB-CZ+%(6$O,W[6QP;+6V7/9U3?(^9#D694F3BDH)/W^4AEJDED9ML MLW#'BY(&)"#1H2]=>:A\K>AZQOMF:LPU\#.Q$788*7Q:[[FV/BLVXL^8G)-' MKIO\=Z$M.&TUW3BD_>L_$4=4=M/5^E M931LNK\=8 XKKC(M@I+4>!.Q9)(F<=>;0E\3%TM7*)YR14.,94NDV333-K/W M GS?A\+".IOOC_ZJ%R-.C'+=4;&;"AP@7&I/",4U(FY&L&V342T>I\.^@VGKE&" MP5T/B$U&I\+:T*N11O)Y#-*T0G:-A+B-<>[#]Q).]"!T RM_Z\U'L]7+JK+HBN,I MBBI@%)AN38F6C\AB\OBQ%(O%IG#95'GHR1Q.71LH@D]#R "28D&V7EF^2JC) MV\:N!4VG*Q&\F&G55V="WD-M\M8-NY*E(2=%2B5@2^T,H5DC.7D&A.133

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end GRAPHIC 18 g698870g82s42.jpg GRAPHIC begin 644 g698870g82s42.jpg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end GRAPHIC 19 g698870g91s30.jpg GRAPHIC begin 644 g698870g91s30.jpg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end GRAPHIC 20 g698870g93u05.jpg GRAPHIC begin 644 g698870g93u05.jpg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end