Amended Statement of Beneficial Ownership (sc 13d/a)
December 01 2017 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
VWR
Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
91843L 103
(CUSIP
Number)
Avantor, Inc.
3477 Corporate Parkway
Center Valley, PA 18034
Attention: Chief Legal Officer
(610) 573-2602
Copy
to:
Alan Klein
Elizabeth A. Cooper
Benjamin P. Schaye
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New
York, New York 10017
212-455-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 21, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
CUSIP N
O
.
91843L 103
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1.
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N
AME
OF
R
EPORTING
P
ERSON
I.R.S. I
DENTIFICATION
N
O
.
Avantor, Inc.
|
|
2.
|
|
C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(a) ☐ (b) ☒
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|
3.
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SEC U
SE
O
NLY
|
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4.
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S
OURCE
OF
F
UNDS
Not
Applicable
|
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5.
|
|
C
HECK
IF
D
ISCLOSURE
OF
L
EGAL
P
ROCEEDINGS
IS
R
EQUIRED
P
URSUANT
TO
I
TEMS
2(D)
OR
2(E)
☐
|
|
6.
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
Delaware
|
|
N
UMBER
OF
S
HARES
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
W
ITH
|
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7.
|
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S
OLE
V
OTING
P
OWER
0
|
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8.
|
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S
HARED
V
OTING
P
OWER
0
|
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9.
|
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S
OLE
D
ISPOSITIVE
P
OWER
0
|
|
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10.
|
|
S
HARED
D
ISPOSITIVE
P
OWER
0
|
|
11.
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
0
|
|
12.
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(11) E
XCLUDES
C
ERTAIN
S
HARES
☐
|
|
13.
|
|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(11)
0%
|
|
14.
|
|
T
YPE
OF
R
EPORTING
P
ERSON
CO
|
CUSIP No.
91843L 103
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1.
|
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N
AME
OF
R
EPORTING
P
ERSON
I.R.S. I
DENTIFICATION
N
O
.
Vail Acquisition Corp
|
|
2.
|
|
C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(a) ☐ (b) ☒
|
|
3.
|
|
SEC U
SE
O
NLY
|
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4.
|
|
S
OURCE
OF
F
UNDS
Not
Applicable
|
|
5.
|
|
C
HECK
IF
D
ISCLOSURE
OF
L
EGAL
P
ROCEEDINGS
IS
R
EQUIRED
P
URSUANT
TO
I
TEMS
2(D)
OR
2(E)
☐
|
|
6.
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
Delaware
|
|
N
UMBER
OF
S
HARES
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
W
ITH
|
|
7.
|
|
S
OLE
V
OTING
P
OWER
0
|
|
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8.
|
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S
HARED
V
OTING
P
OWER
0
|
|
|
9.
|
|
S
OLE
D
ISPOSITIVE
P
OWER
0
|
|
|
10.
|
|
S
HARED
D
ISPOSITIVE
P
OWER
0
|
|
11.
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
0
|
|
12.
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(11) E
XCLUDES
C
ERTAIN
S
HARES
☐
|
|
13.
|
|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(11)
0%
|
|
14.
|
|
T
YPE
OF
R
EPORTING
P
ERSON
CO
|
CUSIP No.
91843L 103
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1.
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N
AME
OF
R
EPORTING
P
ERSON
I.R.S. I
DENTIFICATION
N
O
.
New Mountain Partners III Cayman (AIV-B), L. P.
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2.
|
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C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(a) ☐ (b) ☒
|
|
3.
|
|
SEC U
SE
O
NLY
|
|
4.
|
|
S
OURCE
OF
F
UNDS
Not
Applicable
|
|
5.
|
|
C
HECK
IF
D
ISCLOSURE
OF
L
EGAL
P
ROCEEDINGS
IS
R
EQUIRED
P
URSUANT
TO
I
TEMS
2(D)
OR
2(E)
☐
|
|
6.
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
Cayman Islands
|
|
N
UMBER
OF
S
HARES
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
W
ITH
|
|
7.
|
|
S
OLE
V
OTING
P
OWER
0
|
|
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8.
|
|
S
HARED
V
OTING
P
OWER
0
|
|
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9.
|
|
S
OLE
D
ISPOSITIVE
P
OWER
0
|
|
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10.
|
|
S
HARED
D
ISPOSITIVE
P
OWER
0
|
|
11.
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
0
|
|
12.
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(11) E
XCLUDES
C
ERTAIN
S
HARES
☐
|
|
13.
|
|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(11)
0%
|
|
14.
|
|
T
YPE
OF
R
EPORTING
P
ERSON
PN
|
CUSIP No.
91843L 103
|
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1.
|
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N
AME
OF
R
EPORTING
P
ERSON
I.R.S. I
DENTIFICATION
N
O
.
New Mountain Investments III (Cayman), L.P.
|
|
2.
|
|
C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(a) ☐ (b) ☒
|
|
3.
|
|
SEC U
SE
O
NLY
|
|
4.
|
|
S
OURCE
OF
F
UNDS
Not
Applicable
|
|
5.
|
|
C
HECK
IF
D
ISCLOSURE
OF
L
EGAL
P
ROCEEDINGS
IS
R
EQUIRED
P
URSUANT
TO
I
TEMS
2(D)
OR
2(E)
☐
|
|
6.
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
Cayman Islands
|
|
N
UMBER
OF
S
HARES
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
W
ITH
|
|
7.
|
|
S
OLE
V
OTING
P
OWER
0
|
|
|
8.
|
|
S
HARED
V
OTING
P
OWER
0
|
|
|
9.
|
|
S
OLE
D
ISPOSITIVE
P
OWER
0
|
|
|
10.
|
|
S
HARED
D
ISPOSITIVE
P
OWER
0
|
|
11.
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
0
|
|
12.
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(11) E
XCLUDES
C
ERTAIN
S
HARES
☐
|
|
13.
|
|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(11)
0%
|
|
14.
|
|
T
YPE
OF
R
EPORTING
P
ERSON
LP
|
CUSIP No.
91843L 103
|
|
|
|
|
|
|
|
|
1.
|
|
N
AME
OF
R
EPORTING
P
ERSON
I.R.S. I
DENTIFICATION
N
O
.
NMI III (Cayman) GP, Ltd.
|
|
2.
|
|
C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(a) ☐ (b) ☒
|
|
3.
|
|
SEC U
SE
O
NLY
|
|
4.
|
|
S
OURCE
OF
F
UNDS
Not
Applicable
|
|
5.
|
|
C
HECK
IF
D
ISCLOSURE
OF
L
EGAL
P
ROCEEDINGS
IS
R
EQUIRED
P
URSUANT
TO
I
TEMS
2(D)
OR
2(E)
☐
|
|
6.
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
Cayman Islands
|
|
N
UMBER
OF
S
HARES
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
W
ITH
|
|
7.
|
|
S
OLE
V
OTING
P
OWER
0
|
|
|
8.
|
|
S
HARED
V
OTING
P
OWER
0
|
|
|
9.
|
|
S
OLE
D
ISPOSITIVE
P
OWER
0
|
|
|
10.
|
|
S
HARED
D
ISPOSITIVE
P
OWER
0
|
|
11.
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
0
|
|
12.
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(11) E
XCLUDES
C
ERTAIN
S
HARES
☐
|
|
13.
|
|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(11)
0%
|
|
14.
|
|
T
YPE
OF
R
EPORTING
P
ERSON
OO
|
.
CUSIP No.
91843L 103
|
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|
|
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|
|
|
1.
|
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N
AME
OF
R
EPORTING
P
ERSON
I.R.S. I
DENTIFICATION
N
O
.
Steven B. Klinsky
|
|
2.
|
|
C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(a) ☐ (b) ☒
|
|
3.
|
|
SEC U
SE
O
NLY
|
|
4.
|
|
S
OURCE
OF
F
UNDS
Not
Applicable
|
|
5.
|
|
C
HECK
IF
D
ISCLOSURE
OF
L
EGAL
P
ROCEEDINGS
IS
R
EQUIRED
P
URSUANT
TO
I
TEMS
2(D)
OR
2(E)
☐
|
|
6.
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
United States
|
|
N
UMBER
OF
S
HARES
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
W
ITH
|
|
7.
|
|
S
OLE
V
OTING
P
OWER
0
|
|
|
8.
|
|
S
HARED
V
OTING
P
OWER
0
|
|
|
9.
|
|
S
OLE
D
ISPOSITIVE
P
OWER
0
|
|
|
10.
|
|
S
HARED
D
ISPOSITIVE
P
OWER
0
|
|
11.
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
0
|
|
12.
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(11) E
XCLUDES
C
ERTAIN
S
HARES
☐
|
|
13.
|
|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(11)
0%
|
|
14.
|
|
T
YPE
OF
R
EPORTING
P
ERSON
IN
|
SCHEDULE 13D
EXPLANATORY NOTE
This
Amendment No. 1 (this “Amendment No. 1”) to the Statement of Beneficial Ownership on Schedule 13D amends and supplements the Schedule 13D (the “Original Schedule 13D”), as filed with the Securities and Exchange
Commission (the “SEC”) on May 15, 2017 by and on behalf of Avantor, Inc., a Delaware corporation (“Avantor”), Vail Acquisition Corp, a Delaware corporation (“Merger Sub”), New Mountain Partners III Cayman (AIV-B),
L.P., a Cayman Islands exempted limited partnership, New Mountain Investments III (Cayman), L.P., a Cayman Islands exempted limited partnership, NMI III (Cayman) GP, Ltd., a Cayman Islands limited company, and Steven B. Klinsky, a United States
citizen (each a “Reporting Person”, and collectively, the “Reporting Persons”), with respect to shares of common stock, par value $0.01 per share (“Common Stock”), of VWR Corporation, a Delaware corporation
(“VWR” or the “Issuer”). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Original Schedule 13D.
The Original Schedule 13D was filed by the Reporting Persons to report their beneficial ownership of approximately 34.7% of the outstanding
Common Stock solely because each Reporting Person may have been deemed to have beneficial ownership of such shares as a result of that certain voting and support agreement, dated as of May 4, 2017 (the “Voting Agreement”), by and
among Avantor, Merger Sub and Varietal Distribution Holdings, LLC, a Delaware limited liability company.
This Amendment No. 1 is
being filed by the Reporting Persons as a result of the effectiveness of the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of May 4, 2017, by and among Avantor, Merger Sub and the Issuer, pursuant to
which Merger Sub merged with and into the Issuer, with the Issuer surviving the Merger as a subsidiary of Avantor. As a result of the effectiveness of the Merger, the Voting Agreement terminated in accordance with its terms.
Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), neither the filing of this
Amendment No. 1, the Original Schedule 13D nor any of their respective contents shall be deemed to constitute an admission by any Reporting Person that it is or was the beneficial owner of any Common Stock for purposes of Section 13(d) of
the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following paragraph:
The Merger was consummated on November 21, 2017. In connection therewith, the Voting Agreement terminated in accordance with its terms.
Item 5. Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety by the following:
(a) and (b) As a result of the consummation of the Merger and the termination of the Voting Agreement, the Reporting Persons are no longer
deemed for purposes of Rule 13d-3 promulgated under the Act to beneficially own any shares of Common Stock.
To the best knowledge of the
Reporting Persons, neither any Reporting Person nor any person listed in Schedule I attached to the Original Schedule 13D, owns any shares of Common Stock.
Neither the filing of this Amendment No. 1 nor any of its contents shall be deemed to constitute an admission that any Reporting Person
was the beneficial owner of the shares of Common Stock referred to in the Original Schedule 13D for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.
(c) Except as described in this Amendment No. 1, to the best knowledge of the Reporting Persons, neither any Reporting Person nor any
person listed in Schedule I attached to the Original Schedule 13D has engaged in any transaction during the past 60 days in any shares of Common Stock.
(d) Not applicable.
(e)
Item 4 and Item 5(a) and (b) are incorporated herein by reference.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 is
true, complete and correct.
Dated: December 1, 2017
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Signatures:
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AVANTOR, INC.
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By:
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/s/ Michael Stubblefield
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Michael Stubblefield
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President and Chief Executive Officer
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VWR CORPORATION, as successor by merger to Vail Acquisition Corp
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By:
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/s/ James M. Kalinovich
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James M. Kalinovich
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Vice President & Treasurer
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NEW MOUNTAIN PARTNERS III CAYMAN (AIV-B), L.P.
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By:
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New Mountain Investments III (Cayman), L.P., its general partner
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By:
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NMI III (Cayman) GP, Ltd., its general partner
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By:
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/s/ Steven B. Klinsky
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Steven B. Klinsky
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Director
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NEW MOUNTAIN INVESTMENTS III (CAYMAN), L.P.
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By:
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NMI III (Cayman) GP, Ltd., its general partner
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By:
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/s/ Steven B. Klinsky
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Steven B. Klinsky
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Director
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NM III (CAYMAN) GP, LTD.
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By:
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/s/ Steven B. Klinsky
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Steven B. Klinsky
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Director
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Steven Klinsky
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By:
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/s/ Steven B. Klinsky
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