Item 1.01 Entry into a Material Definitive Agreement.

On September 13, 2021, Avantor, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement"), by and among the Company and Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and BofA Securities, Inc., as representatives of the several underwriters named therein (the "Underwriters"), relating to an underwritten offering of 20,833,334 shares (the "Offered Shares") of the Company's common stock, par value $0.01 per share ("Common Stock"), pursuant to the Company's Registration Statement on Form S-3, as amended (File No. 333-248127). The Company also granted the Underwriters a 30-day option to purchase up to 2,976,190 additional shares of Common Stock (the "Option Shares" and, together with the Offered Shares, the "Shares"), which was exercised in full. The Company received approximately $967 million in net proceeds from the sale of its Common Stock after underwriting discounts and estimated offering expenses. The offering of the Shares was completed on September 16, 2021.

The Company intends to use the net proceeds from the offering, along with the proceeds from certain debt financing transactions, to finance its previously announced acquisition of the Masterflex bioprocessing business and related assets of Antylia Scientific. To the extent the acquisition is not consummated, the Company anticipates using the net proceeds of the offering for general corporate purposes.

The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits




 Exhibit
 Number                                      Description

      1.1          Underwriting Agreement, dated September 13, 2021, by and among
                 Avantor, Inc. and Goldman Sachs & Co. LLC, Citigroup Global Markets
                 Inc. and BofA Securities, Inc., as representatives of the several
                 underwriters named therein.

      5.1          Opinion of Simpson Thacher & Bartlett LLP

     23.1          Consent of Simpson Thacher & Bartlett LLP (including in Exhibit
                 5.1)

      104        Cover Page Interactive Data File (formatted as Inline XBRL)




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