Item 1.01. Entry into a material definitive agreement. OnMarch 27, 2020 , certain subsidiaries ofAvantor, Inc. (the "Company") entered into a$300 million accounts receivable securitization facility (the "A/R Facility") to provide additional liquidity and funding for the ongoing business needs of the Company and its subsidiaries. The new A/R Facility replaces the Company's existing$250 million accounts receivable facility, which was set to expire onNovember 20, 2020 . The documentation for the A/R Facility includes (i) a Receivables Purchase Agreement (the "Receivables Purchase Agreement") entered into by and amongVWR International, LLC , aDelaware limited liability company and wholly-owned subsidiary of the Company ("VWR"), as servicer,Avantor Receivables Funding, LLC , aDelaware limited liability company and a bankruptcy-remote special purpose entity that is a wholly-owned subsidiary of VWR ("ARF"), certain committed purchasers, conduit purchasers and LC participants that are parties thereto from time to time andPNC Bank, National Association , asAdministrator and LC Bank , (collectively, the "Purchasers") and (ii) a Purchase and Sale Agreement (the "Purchase and Sale Agreement") by and among certain wholly-owned subsidiaries of the Company, as originators (the "Originators") and ARF (collectively, the "Agreements"). Pursuant to the Purchase and Sale Agreement, the Originators have sold, and will continue to sell on an ongoing basis, their accounts receivable, together with customary related security and interests in the proceeds thereof, to ARF in exchange for a combination of cash and subordinated notes issued by ARF to the Originators. Pursuant to the Receivables Purchase Agreement, ARF may, from time to time, in turn sell undivided interests in such accounts receivable, together with all related security and interests in the proceeds thereof, to the Purchasers in exchange for cash proceeds and/or letters of credit. Collections on the accounts receivable for which an undivided interest is sold to the Purchasers will be set aside and held in trust to satisfy the obligations of ARF under the A/R Facility or will be used to purchase additional accounts receivable from the Originators. The Originators and ARF provide customary representations and covenants under the Agreements and includes a consolidated interest expense test if the Company's available liquidity is less than$125.0 million . Sales of interests to the Purchasers under the A/R Facility are subject to customary criteria, limits and reserves. The Receivables Purchase Agreement provides for certain Termination Events, as defined therein, upon the occurrence of which the Purchasers may terminate further purchases of undivided interests in the accounts receivable and impose default fees. ARF pays Base Rate or Alternate Rate (each as defined in the Receivables Purchase Agreement) with respect to amounts advanced under the A/R Facility. The calculation of Base Rate and Alternate Rate will vary based on the funding alternatives and will be calculated at the applicable rates described in the Receivables Purchase Agreement. In addition, the A/R Facility also provides for the issuance of letters of credit. 1
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The amount of credit exposure of the Purchasers outstanding at any one time under the Receivables Purchase Agreement is subject to maintaining sufficient eligible receivables, and is limited to$300 million . The A/R Facility is for an initial three-year term and may be extended in accordance with the terms of the Receivables Purchase Agreement. VWR serves as the servicer of the accounts receivable under the A/R Facility. Neither VWR nor ARF guarantees collectability of the accounts receivable or the creditworthiness of obligors thereunder. However,Avantor Funding, Inc. , a wholly-owned subsidiary of the Company, has provided a guaranty of performance in respect of the obligations of the Originators under the Purchase and Sale Agreement. Item 1.02. Termination of a material definitive agreement. In connection with its entry into the A/R Facility, the Company terminated its existing accounts receivable facility dated as ofNovember 21, 2017 , as subsequently amended and extended, amongVWR Receivables Funding, LLC , VWR, 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 andPNC Bank, National Association , asAdministrator and LC Bank . Section 2 - Financial information Item 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant. The information in Item 1.01 with respect to the A/R Facility is incorporated herein by reference. 2
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Item 9.01. Financial statements and exhibits. (d) Exhibits Exhibit No. Description 10.1 Receivables Purchase Agreement, datedMarch 27, 2020 , amongAvantor 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 andPNC Bank, National Association , asAdministrator and LC Bank 10.2 Purchase and Sale Agreement, datedMarch 27, 2020 , between the various entities listed on Schedule I thereto asOriginators and Avantor Receivables Funding, LLC 3
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