Prior Senior Preferred Stock
Concurrently with the consummation of the VWR Acquisition, we issued shares of series A senior preferred stock (the Prior Senior
Preferred Stock) with an initial aggregate liquidation preference of $2.0 billion to investors, including affiliates of Goldman Sachs. We redeemed all the outstanding shares of the Prior Senior Preferred Stock with the proceeds of the
IPO. The redemption required the payment of a make-whole premium of approximately $220.4 million.
Approximately 318,950 shares and
230,000 shares of Prior 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 September 30, 2020, there were no shares of
Prior Senior Preferred Stock outstanding. In connection with the redemption of Prior Senior Preferred Stock, affiliates of Goldman Sachs and PSP received $419.5 million and $302.5 million, respectively.
Prior Junior Convertible Preferred Stock
Concurrently with the consummation of the VWR Acquisition, we issued shares of our series A junior convertible preferred stock (the Prior
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 Prior Junior Convertible Preferred Stock automatically converted into our
common stock upon the consummation of the IPO.
Prior to the IPO, affiliates of Goldman Sachs, PSP, Charles Kummeth (one of our directors
until April 2019), Jonathan Peacock and Rajiv Gupta held 564,000 shares, 200,000 shares, 1,000 shares, 1,000 shares and 4,440 shares, respectively, of Prior Junior Convertible Preferred Stock. In addition, as part of the consideration in the VWR
Acquisition, we issued shares of Prior Junior Convertible Preferred Stock to New Mountain Capital and certain members of management and directors. As of September 30, 2020, there were no shares of Prior Junior Convertible Preferred Stock
outstanding. See Internal Reorganization.
Arrangements with 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 Prior 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 Prior 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 received 260,496.871 shares of Prior Junior Convertible Preferred Stock, 110,478,090 shares of common stock and
$964,335,128. Certain members of management, including Michael Stubblefield, Eric McAllister, Devashish Ohri and Corey Walker, and directors, including Rajiv Gupta and Jonathan Peacock, also received 12,361.290 shares of Prior 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.
Distributions
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,
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