Avantor Inc.
07/17/2026 | Press release | Distributed by Public on 07/17/2026 14:46
Material Agreement, Financial Obligation (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement
On July 14, 2026 (the "Effective Date"), Avantor Funding, Inc. (the "Borrower"), a wholly owned subsidiary of Avantor, Inc. (the "Company"), entered into Amendment No. 15 to Credit Agreement (the "Credit Agreement Amendment"), which amended that certain Credit Agreement, originally dated as of November 21, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time prior to the Effective Date, the "Credit Agreement"), among Vail Holdco Sub LLC, the Borrower, each of the guarantors party thereto (the "Guarantors"), Goldman Sachs Bank USA, as administrative agent and collateral agent (the "Administrative Agent"), the swing line lender, a letter of credit issuer and as the Additional Incremental B-7 Euro Term Lender (as defined in the Credit Agreement Amendment), and the other lenders party thereto (the "Lenders").
Pursuant to the Credit Agreement Amendment, the Borrower obtained a €374,208,296.62 tranche of senior secured Euro-denominated term loans (the "Incremental B-7 Euro Term Loans"). The Incremental B-7 Euro Term Loans bear interest at a rate equal to the floating EURIBO Rate plus a spread of 2.00% per annum. The Incremental B-7 Euro Term Loans replaced and refinanced certain of the Borrower's existing senior secured euro term loans, which had an interest rate equal to the floating EURIBO Rate plus a spread of 2.50% per annum, that were scheduled to mature on October 9, 2032.
The final stated maturity of the Incremental B-7 Euro Term Loans is October 9, 2032. In addition, the Credit Agreement Amendment provides that in the event the Borrower prepays, replaces or refinances (including any such prepayment, replacement or refinancing effected through an amendment to the Credit Agreement Amendment) all or a portion of Incremental B-7 Euro Term Loans at any time prior to the six month anniversary of the Effective Date with any indebtedness under credit facilities in the form of similar term B loans that are broadly marketed or syndicated to banks and other institutional investors incurred primarily for the purpose of repaying, replacing or refinancing such Incremental B-7 Euro Term Loans at an effective yield that is less than the effective yield of such Incremental B-7 Euro Term Loans (excluding any indebtedness incurred in connection with a change of control or certain transformative acquisitions), a prepayment premium equal to 1.00% of the principal amount of such Incremental B-7 Euro Term Loans being prepaid or 1.00% of the principal amount of the Incremental B-7 Euro Term Loans outstanding immediately prior to such amendment will be imposed on the Borrower.
The Incremental B-7 Euro Term Loans are guaranteed by the same subsidiaries of the Company that guarantee the existing credit facilities under the Credit Agreement. The Incremental B-7 Euro Term Loans and the guarantees thereof are secured by the same collateral of the Borrower and the Guarantors that secures the Borrower's obligations under the Credit Agreement on a pari passu basis.
In addition, the Administrative Agent has provided the Borrower and its affiliates with financial advisory, commercial banking and investment banking services for which they received customary fees and expenses.
The foregoing is a summary of the material terms of the Credit Agreement Amendment, does not purport to be complete, and is qualified in its entirety by reference to the Credit Agreement Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of Registrant.
The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.
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