SecProbe.io

May 6, 2026
Steven Eck
Senior Vice President
Avantor, Inc.
Radnor Corporate Center, Building One, Suite 200
100 Matsonford Road
Radnor , Pennsylvania 19087
Re: Avantor, Inc.
Form 10-K for Fiscal Year Ended December 31, 2025
Form 8-K Filed February 11, 2026
File No. 001-38912
Dear Steven Eck:
            We have completed our review of your filings. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and Services

CORRESP
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avantor-responsetoseccom

    Avantor, Inc.   100 Matsonford Road   Building One , Suite 200   Radnor, PA  19087   T 1- 610 - 386 - 1700     April 27, 2026    VIA EDGAR     U.S. Securities and Exchange Commission  Division of Corporation Finance  Office of Industrial Applications and Services  100 F Street, N.E.  Washington, D.C. 20549    Attention:  Mr. Al Pavot  Ms. Tracey Houser    Re: Avantor, Inc.   Form 10-K for the Fiscal Year Ended December 31, 2025  Form 8-K furnished on February 11, 2026  File No. 001-38912  Dear Mr. Pavot and Ms. Houser:  Avantor, Inc. (the “Company”) is responding to the comment letter of the staff (the “Staff”) of the  U.S. Securities and Exchange Commission (the “Commission”), dated April 13, 2026, relating to the  Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with  the Commission on February 11, 2026 (the “Form 10-K”), and the Company’s Current Report on  Form 8-K, furnished with the Commission on February 11, 2026 (the “Form 8-K”).   For ease of reference, the Staff’s comments appear in bold immediately preceding the Company’s  responses.  Page references included below are to those contained in the Form 10-K or Form 8-K, as  applicable. Capitalized terms used but not defined herein have the meanings ascribed to them in the  Form 10-K or Form 8-K, as applicable.    Form 8-K Filed February 11, 2026  Exhibit 99.1  1. We note your presentation of adjusted operating income, adjusted operating income  margin, and adjusted net leverage without also presenting the most directly comparable  financial measure calculated and presented in accordance with US GAAP. Please confirm  that you will provide the disclosures required by Item 10(e)(1)(i)(A) of Regulation S-K for  each non-GAAP measure presented.

    page | 2     Response: The Company respectfully acknowledges the Staff’s comment and confirms that, in future  earnings releases furnished under Item 2.02 of Form 8-K and in other applicable filings, it will  present, with equal or greater prominence, the most directly comparable U.S. GAAP financial  measure(s) for each non-GAAP financial measure presented, in accordance with Item 10(e)(1)(i)(A)  of Regulation S-K.  Form 10-K for Fiscal Year Ended December 31, 2025  Item 7. Management's discussion and analysis of financial condition and results of operations  Reconciliations of non-GAAP measures, page 37    2. We note your adjustment for transformation expenses for your non-GAAP performance  measures, which you note are primarily related to the cost of external advisors. Please  provide us with a specific description of the nature of the activities performed by the  external advisor and address why these expenses are not related to your operations and  revenue generating activities. Refer to Question 100.01 of the Corporation Finance  Interpretations for Non-GAAP Financial Measures for guidance.    Response: The Company respectfully acknowledges the Staff’s comment and the guidance set forth  in Question 100.01 of the Non-GAAP Financial Measures Corporation Finance Interpretations,  which provides that certain adjustments, although not explicitly prohibited, may be misleading if  they eliminate normal, recurring, cash operating expenses necessary to operate a registrant’s  business.  Cost Transformation Initiative Overview and Timeframe  As disclosed in the Company’s Form 10-K, the transformation expenses excluded from Adjusted  EBITDA and Adjusted Operating Income relate to incremental costs directly associated with a  defined, enterprise-wide cost transformation initiative that commenced following the Company’s  transition to a revised operating model effective January 1, 2024 and concluded on December 31,  2025. The conclusion of the initiative and ending of related external advisory engagements were  previously communicated to the Board of Directors, and no transformation costs are included in  management’s 2026 operating plan, budget, or forward-looking forecasts. Accordingly, there will  not be any expenses or adjustments related to this cost transformation initiative that recur in future  periods, beginning with the Company’s quarter ended March 31, 2026.   As publicly communicated at the Company’s December 8, 2023 Investor Day, the cost  transformation initiative was organized around four pillars; organizational efficiency, footprint  optimization, reduced cost-to-serve, and procurement savings, and was designed to drive structural  improvements to the Company’s cost base and operating model through a finite set of initiatives.   Transformation expenses principally consisted of incremental external third-party consulting and  advisory costs directly attributable to the initiative and incurred to design and implement  non-recurring structural changes. External advisors performed discrete, time-bound activities such as  diagnostic assessments, current-state and future-state operating model and organizational design,

    page | 3     process and footprint redesign, implementation roadmaps, and project management office services.  These advisors were not engaged to perform routine operating activities, manage day-to-day  commercial or supply chain execution, participate in revenue-generating activities (including sales  and order generation), or provide ongoing outsourced services. For these reasons, management  believes excluding these costs from non-GAAP performance measures provides investors with a  meaningful view of underlying operating performance and does not eliminate normal, recurring cash  operating expenses necessary to operate the business.  Rationale for Exclusion from Non-GAAP Measures  Management believes that excluding transformation expenses provides investors with a meaningful  view of the Company’s underlying operating performance by improving period-to-period  comparability and isolating costs associated with a discrete, enterprise-wide cost transformation  initiative from the results of ongoing operations. Because these costs were initiative-specific and  incurred over a finite implementation period, management does not believe their exclusion results in  non-GAAP measures that are misleading under Question 100.01.    Critical Accounting Policies, page 42    3. Please expand your disclosure on page 44 to quantify the remaining carrying value of the  Distribution reporting unit and how much of that amount is comprised of goodwill. Please  also expand your disclosure to fully describe the changes in operating results of your  Distribution reporting unit that precipitated the impairment charge. Such disclosure is  necessary for readers to fully understand the magnitude of the remaining assets at risk as  well as the specific operating performance factors that could reasonably cause another  impairment charge. See Item 303(a) of Regulation S-K.    Response:  The Company respectfully acknowledges the Staff’s comment and advises that it will  revise its goodwill‐related disclosures in the Critical Accounting Policies and Estimates section in  future filings beginning with its Form 10-Q for the quarter ended March 31, 2026 to address the  Staff’s comments.  Specifically, the Company will expand its Critical Accounting Policies and Estimates disclosure to:  • Quantify the remaining carrying value of the Distribution reporting unit, the amount of  goodwill included therein, and the percentage by which fair value exceeded carrying value as  of the date of the most recent test;  • Describe the operating performance trends and changes in assumptions that adversely  affected the reporting unit and led to the impairment measurement; and  • Explain the sensitivity of the remaining goodwill to adverse changes in operating  performance, discount rates, and market conditions, as well as the circumstances that could  reasonably result in a future impairment charge.

    page | 4     We believe the revised disclosure will address the Staff’s comments, including providing an  understanding of the magnitude of remaining assets at risk and the key operating and valuation  factors affecting the goodwill balance, consistent with Item 303(a) of Regulation S-K.     ******************    We hope that our letter has addressed the Staff’s comments.  If you have any questions or require  any additional information with respect to the above, please call the undersigned at 215.353.8184.       Very truly yours,      /s/ Steven Eck                      Steven Eck  Senior Vice President,  Chief Accounting Officer      cc: Claudius O. Sokenu, Executive Vice President, Chief Legal and Compliance Officer and  Corporate Secretary     Richard Alsop, Allen Overy Shearman Sterling US LLP   Erika Kent, Allen Overy Shearman Sterling US LLP

April 13, 2026
Steven Eck
Senior Vice President
Avantor, Inc.
Radnor Corporate Center, Building One, Suite 200
100 Matsonford Road
Radnor , Pennsylvania 19087
Re:Avantor, Inc.
Form 10-K for Fiscal Year Ended December 31, 2025
Form 8-K Filed February 11, 2026
File No. 001-38912
Dear Steven Eck:
            We have reviewed your filing and have the following comments. Please respond to this
letter within ten business days by providing the requested information or advise us as soon as
possible when you will respond. If you do not believe a comment applies to your facts and
circumstances, please tell us why in your response. After reviewing your response to this letter,
we may have additional comments.
Form 8-K Filed February 11, 2026
Exhibit 99.1
1.We note your presentation of adjusted operating income, adjusted operating income
margin, and adjusted net leverage without also presenting the most directly comparable
financial measure calculated and presented in accordance with US GAAP. Please
confirm that you will provide the disclosures required by Item 10(e)(1)(i)(A) of
Regulation S-K for each non-GAAP measure presented.
Form 10-K for Fiscal Year Ended December 31, 2025
Item 7. Management’s discussion and analysis of financial condition and results of operations
Reconciliations of non-GAAP measures, page 37
2.We note your adjustment for transformation expenses for your non-GAAP performance
measures, which you note are primarily related to the cost of external advisors. Please
provide us with a specific description of the nature of the activities performed by the
external advisor and address why these expenses are not related to your operations and
revenue generating activities. Refer to Question 100.01 of the Corporation Finance
Interpretations for Non-GAAP Financial Measures for guidance.

April 13, 2026
Page 2
Critical Accounting Policies, page 42
3.Please expand your disclosure on page 44 to quantify the remaining carrying value of the
Distribution reporting unit and how much of that amount is comprised of goodwill.
Please also expand your disclosure to fully describe the changes in operating results of
your Distribution reporting unit that precipitated the impairment charge. Such disclosure
is necessary for readers to fully understand the magnitude of the remaining assets at risk
as well as the specific operating performance factors that could reasonably cause another
impairment charge. See Item 303(a) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. Please contact Al Pavot at 202-551-3738 or Tracey Houser at 202-551-3736
if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
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Company Acceleration Request

 AVANTOR, INC.

Radnor Corporate Center

 Building
One, Suite 200

 100 Matsonford Road

Radnor, Pennsylvania 19087

 May 18,
2020

 VIA EDGAR TRANSMISSION

Re:
 Avantor, Inc.

Registration Statement on Form S-1 (File
No. 333-238468)

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Jeffrey Gabor

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Avantor, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:30 p.m., Washington,
D.C. time, on May 20, 2020, or as soon as practicable thereafter.

 If you require any additional information with respect to this letter,
please contact Joseph H. Kaufman (212-455-2948) of Simpson Thacher & Bartlett LLP.

[Signature Page Follows]

Very truly yours,

AVANTOR, INC.

By:

 /s/ Justin Miller

Name:

Justin Miller

Title:

Executive Vice President, General Counsel and Secretary

CORRESP
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Counsel Acceleration Request

 SIMPSON THACHER & BARTLETT
LLP

 425 LEXINGTON AVENUE

NEW YORK, N.Y. 10017-3954

(212) 455-2000

FACSIMILE (212) 455-2502

DIRECT DIAL NUMBER

E-MAIL ADDRESS

(212) 455-2948

JKAUFMAN@STBLAW.COM

 VIA EDGAR TRANSMISSION

May 18, 2020

Re:
 Acceleration Request for Avantor, Inc.

Registration Statement on Form S-1 (File No. 333-238468)

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Jeffrey Gabor

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, Avantor, Inc., and of the
underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 4:30 p.m., Washington, D.C. time, on May 20, 2020, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission
staff not accelerate such effectiveness until we speak with you on that date.

 Please call me at (212)
455-2948 with any questions.

Very truly yours,

/s/ Joseph H. Kaufman

Joseph H. Kaufman

CORRESP
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SEC letter

 SIMPSON THACHER & BARTLETT
LLP

 425 LEXINGTON AVENUE

NEW YORK, N.Y. 10017-3954

(212) 455-2000

FACSIMILE (212) 455-2502

DIRECT DIAL NUMBER

E-MAIL ADDRESS

(212) 455-2948

JKAUFMAN@STBLAW.COM

 May 18,
2020

Re:
 Avantor, Inc.

Registration Statement on Form S-1

VIA EDGAR TRANSMISSION

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington D.C. 20549-3561

 Ladies and Gentlemen:

 On behalf of
Avantor, Inc. (the “Registrant”), a Delaware corporation, we hereby file under the Securities Act of 1933, as amended (the “Securities Act”), a Registration Statement on Form S-1 (the
“Registration Statement”) relating to the proposed secondary offering of the Registrant’s common stock by certain selling stockholders. A confidential draft of this Registration Statement (CIK No. 0001722482) was submitted on
January 30, 2020 and, on February 5, 2020, the Division of Corporation Finance (Office of Life Sciences) of the Securities and Exchange Commission notified the Registrant that it did not intend to review the Registration Statement.

The filing fee in the amount of $116,274 has been deposited by wire transfer of same-day funds to the
Securities and Exchange Commission’s account at U.S. Bank of St. Louis, Missouri on May 18, 2020, as required by Rule 111 of the Securities Act.

Please do not hesitate to contact me at (212) 455-2948 with any questions you may have regarding this
filing. Please send any correspondence to Justin M. Miller, Executive Vice President, General Counsel and Secretary of the Registrant (justin.miller@avantorsciences.com) and me (jkaufman@stblaw.com).

Very truly yours,

 /s/ Joseph H. Kaufman

Joseph H. Kaufman

CORRESP
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Underwriter Acceleration Request

 May 18, 2020

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street NE

Washington, D.C. 20549

 Attn:    Jeffrey
Gabor

Re:
 Avantor, Inc.

 Registration Statement on Form S-1 (File No. 333-238468)

 Ladies and Gentleman:

In connection with the above-referenced Registration Statement and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”),
we, as representatives of the several underwriters, hereby join in the request of Avantor, Inc. that the effectiveness of the Registration Statement be accelerated so that it will be declared effective at 4:30 P.M. (Eastern time) on Wednesday,
May 20, 2020, or as soon as practicable thereafter.

 Pursuant to Rule 460 under the Act, please be advised that we expect to take all reasonable
steps to effect the distribution of as many copies of the preliminary prospectus, dated as of the date hereof (“Preliminary Prospectus”), to secure adequate distribution of the Preliminary Prospectus to underwriters, dealers, institutions
and others, prior to the requested effective time of the Registration Statement.

 In connection with the Preliminary Prospectus distribution for the
above-referenced issue, we, as representatives of the several underwriters, hereby confirm that we are, and the other prospective underwriters have confirmed that they are, complying with the requirements of Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Remainder of page intentionally
left blank]

Very truly yours,

GOLDMAN SACHS & CO. LLC

J.P. MORGAN SECURITIES LLC

As representatives of the several underwriters

GOLDMAN SACHS & CO. LLC

By:

 /s/ Goldman Sachs & Co. LLC

Name:

Brian McMahon

Title:

Managing Director

J.P. MORGAN SECURITIES LLC

By:

 /s/ Alejandra Fernandez

Name:

Alejandra Fernandez

Title:

Executive Director

 [Signature Page to
Request for Acceleration of Effectiveness]

February 5, 2020
Michael Stubblefield
President and Chief Executive Officer
Avantor, Inc.
Radnor Corporate Center
Building One, Suite 200
100 Matsonford Road
Radnor, PA 19087
Re:Avantor, Inc.
Draft Registration Statement on Form F-1
Submitted January 30, 2020
CIK No. 0001722482
Dear Mr. Stubblefield:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joseph Kaufman

CORRESP
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Acceleration Request

 SIMPSON THACHER & BARTLETT
LLP

 425 LEXINGTON AVENUE

NEW YORK, N.Y. 10017-3954

(212) 455-2000

FACSIMILE (212) 455-2502

DIRECT DIAL NUMBER

E-MAIL ADDRESS

(212) 455-2948

JKAUFMAN@STBLAW.COM

 VIA EDGAR TRANSMISSION

May 14, 2019

Re:

Acceleration Request for Avantor, Inc.

Registration Statement on Form S-1 (File No. 333-229578)

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Tim Buchmiller

       Amanda Ravitz

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, we attach the requests of our client, Avantor, Inc., and of the underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m., Washington, D.C. time, on
May 16, 2019, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission staff not accelerate such effectiveness until we speak with you on that date.

Please call me at (212) 455-2948 with any questions.

 Very truly yours,

 /s/ Joseph H. Kaufman

 Joseph H. Kaufman

cc:
 Securities and Exchange Commission

 Kristin Lochhead

 Brian Cascio

 BEIJING

HONG KONG

HOUSTON

LONDON

LOS ANGELES

PALO ALTO

SÃO PAULO

TOKYO

WASHINGTON, D.C.

CORRESP
1
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Acceleration Request

 AVANTOR, INC.

Radnor Corporate Center

 Building
One, Suite 200

 100 Matsonford Road

Radnor, Pennsylvania 19087

May 14, 2019

 VIA EDGAR TRANSMISSION

Re:

Avantor, Inc.

Registration Statement on Form S-1 (File No. 333-229578)

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Tim Buchmiller

Amanda Ravitz

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Avantor, Inc. (the “Company”) hereby requests that the effective
date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., Washington, D.C. time, on May 16, 2019, or as soon as practicable thereafter.

If you require any additional information with respect to this letter, please contact Joseph H. Kaufman (212-455-2948) of Simpson Thacher & Bartlett LLP.

 [Signature Page Follows]

Very truly yours,

AVANTOR, INC.

By:

 /s/ Justin Miller

Name:

Justin Miller

Title:

Executive Vice President, General Counsel and Secretary

CORRESP
1
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Acceleration Request

 May 14, 2019

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street NE

Washington, D.C. 20549

Attn:
     Tim Buchmiller

    Amanda Ravitz

Re:
 Avantor, Inc.

Registration Statement on Form S-1 (File
No. 333-229578)

 Ladies and Gentleman:

In connection with the above-referenced Registration Statement and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”),
we, as representatives of the several underwriters, hereby join in the request of Avantor, Inc. (the “Company”) that the effectiveness of the Registration Statement be accelerated so that it will be declared effective at 4:00 P.M. (Eastern
time) on Thursday, May 16, 2019, or as soon as practicable thereafter.

 Pursuant to Rule 460 of the General Rules and Regulations under the Act,
please be advised that, between May 3, 2019 and the date hereof, we and the other prospective underwriters have distributed approximately 11,100 copies of the preliminary prospectus, dated May 3, 2019, relating to the offering of shares of
the Company’s common stock (the “Common Stock Preliminary Prospectus”) and have distributed approximately 5,800 copies of the preliminary prospectus, dated May 3, 2019, relating to the offering of shares of the Company’s
Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock Preliminary Prospectus”) to prospective underwriters, dealers, institutional investors and others.

In connection with the Common Stock Preliminary Prospectus and Mandatory Convertible Preferred Stock Preliminary Prospectus distributions for the
above-referenced issue, we, as representatives of the several underwriters, hereby confirm that we are, and the other prospective underwriters have confirmed that they are, complying with the requirements of Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Remainder of page intentionally
left blank]

Very truly yours,

GOLDMAN SACHS & CO. LLC

J.P. MORGAN SECURITIES LLC

As representatives of the several underwriters

GOLDMAN SACHS & CO. LLC

By:

 /s/ Elizabeth Wood

Name:

Elizabeth Wood

Title:

Managing Director

J.P. MORGAN SECURITIES LLC

By:

 /s/ Lauren E. Ruane

Name:

Lauren E. Ruane

Title:

Managing Director

 [Signature Page to Request for Acceleration of Effectiveness]

CORRESP
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Response Letter

SIMPSON THACHER & BARTLETT LLP

 425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

(212) 455-2000

FACSIMILE (212) 455-2502

 DIRECT DIAL NUMBER

(212) 455-2948

E-MAIL ADDRESS
jkaufman@stblaw.com

 May 7, 2019

VIA EDGAR TRANSMISSION

Re:
 Avantor, Inc.

Amendment Nos. 4, 5 and 6 to Registration Statement on Form S-1

Submitted on February 8, 2019

CIK No. 0001722482

Tim Buchmiller

 Amanda Ravitz

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Ladies and Gentlemen:

 On behalf of Avantor,
Inc. (the “Company”), we are hereby responding to the letter, dated May 6, 2019 (the “Comment Letter”), from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission
(the “Commission”), regarding the Company’s Amendment Nos. 4, 5 and 6 to the above-referenced registration statement on Form S-1 (the “Registration Statement”). The Company
respectfully advises the Staff that it intends to file a subsequent pre-effective amendment (the “Pre-Effective Amendment”) to the Registration Statement to
revise the Registration Statement in order to (i) reflect the occurrence of the 5-for-1 stock split of the Company’s common stock contemplated in the
Registration Statement and (ii) address the issues raised by the Staff in the Comment Letter, as more particularly set forth below.

To assist your review, we have retyped the text of the Staff’s comments in italics below. Page references in our responses correspond to
the pages of Amendment No. 6 filed on May 3, 2019 (“Amendment No. 6”). The responses and information described below are based upon information provided to us by the Company. Unless otherwise defined below, terms defined in
Amendment No. 6 and used below shall have the meanings given to them in Amendment No. 6.

 Securities and Exchange Commission

May 7, 2019

 Amendment No. 6 to Registration Statement on Form
S-1 filed May 3, 2019

 Fee Table, page i

1.
 We note your revisions in response to prior comment 1. Please revise footnote (4) to track the language
of Securities Act Rule 416. Rule 416 covers only securities issuable pursuant to transactions like those specified in Rule 416, such as stock splits, stock dividends, or similar transactions, and would not, for example, cover stock issuable as a
result of a market-based conversion formula. If you are required to issue more shares than the estimate due to the operation of the conversion ratio disclosed in the registration statement, you would have to file an additional registration statement
or rely on an available exemption from registration. These additional shares would not be covered by Rule 416(a). For guidance, see Securities Act Rules Compliance and Disclosure Interpretation 213.01.

The Company respectfully advises the Staff that the certificate of designations governing the Series A Mandatory Convertible Preferred Stock
provides for certain adjustments to the conversion rate to prevent dilution resulting from stock splits, stock dividends or similar transactions, which anti-dilution adjustments are described under “Description of Mandatory Convertible
Preferred Stock—Anti-Dilution Adjustments” starting on page A-43. The Company further advises the Staff that the Company’s reference to Rule 416 in footnote (4) was intended to cover
additional shares of common stock issuable from such anti-dilution adjustments to the extent permitted by Rule 416.

 In response to the
Staff’s comment, the Company will, in the Pre-Effective Amendment, split footnote (4) into two footnotes, with (A) a new footnote (4) addressing the Company’s reasonable good faith
estimate of the maximum number of shares of common stock issuable as a result of a market-based conversion formula, for which no additional registration fee is required because no additional consideration will be received in connection with the
exercise of the conversion privilege under Rule 457(i), and (B) a new footnote (5) addressing additional shares of common stock issuable as a result of anti-dilution adjustments to the conversion rate, as permitted by Rule 416(a). The text
of the two footnotes is set forth below:

 (4) This registration statement also registers an estimated 29,487,150 shares of our common
stock that are issuable upon conversion of the Series A Mandatory Convertible Preferred Stock registered hereby at the initial maximum conversion rate of 2.5641 shares of common stock per share of Mandatory Convertible Preferred Stock, based on the
assumed initial public offering price of $19.50 per share of common stock, which is the midpoint of the

 2

 Securities and Exchange Commission

May 7, 2019

 estimated offering price range shown on the cover of the common stock prospectus which forms
a part of this registration statement. Under Rule 457(i), there is no additional filing fee payable with respect to the shares of common stock issuable upon conversion of the Mandatory Convertible Preferred Stock because no additional consideration
will be received in connection with the exercise of the conversion privilege. The number of shares of our common stock issuable upon such conversion will vary based on the public offering price of the common stock registered hereby.

(5) The number of shares of our common stock issuable upon conversion of the Series A Mandatory Convertible Preferred Stock is subject to
anti-dilution adjustments upon the occurrence of certain events described herein. Pursuant to Rule 416 under the Securities Act, the number of shares of our common stock to be registered includes an indeterminable number of shares of common stock
that may become issuable upon conversion of the Series A Mandatory Convertible Preferred Stock as a result of such anti-dilution adjustments.

The Company supplementally confirms to the Staff that, to the extent the Company is required to issue more shares than the estimated maximum
number in the new footnote (4) due to the operation of the conversion rate, other than due to anti-dilution adjustments to the conversion rate addressed by new footnote (5), the Company will be required to file an additional registration
statement or rely on an available exemption from registration to cover those shares.

 Item 16. Exhibits

Legality Opinion, page II-1

2.
 We note that the opinion assumes all necessary corporate actions, including board authorization and approval
and filing of corporate documents. These appear to be inappropriate assumptions in that they assume that you have taken all corporate actions necessary to authorize the issuance of the securities being registered. Please file an opinion that does
not contain such assumptions. For guidance, please refer to Part II.B.3.a of Staff Legal Bulletin No. 19.

 In
response to the Staff’s comment, the Company respectfully advises the Staff that the opinion will be revised in the Pre-Effective Amendment to remove the assumption that all corporate actions necessary to
authorize the issuance of the securities being registered have been taken by deleting the following underlined language in opinion paragraph 1: “(a) When the Board of Directors of the

 3

 Securities and Exchange Commission

May 7, 2019

 Company (the “Board”) has taken all necessary corporate action to authorize and
approve the issuance of the Company Shares, (b) when the Amended Charter has been duly filed, (c) when the Certificate of Designations has been duly filed and (d) upon payment and delivery in accordance
with the applicable definitive underwriting agreement approved by the Board, the Company Shares will be validly issued, fully paid and nonassessable”. The Company respectfully submits that, as revised, the opinion conforms to the requirements
of Staff Legal Bulletin No. 19 and is consistent with legality opinions filed in connection with other recent initial public offering transactions.

*        *        *
 *        *        *        *        *

Please do not hesitate to call me at (212) 455-2948 with any questions or further comments regarding
this filing or if you wish to discuss any of the above responses.

Very truly yours,

/s/ Joseph H. Kaufman

Joseph H. Kaufman

cc:

 Securities and Exchange Commission

         Kristin Lochhead

         Brian Cascio

 Avantor, Inc.

         Justin M. Miller

 Simpson Thacher & Bartlett LLP

         Ryan Bekkerus

 Ropes & Gray LLP

         Patrick O’Brien

         John Sorkin

         Rachel Phillips

 4

May 6, 2019
Justin M. Miller, Esq.
Executive Vice President, General Counsel
Avantor, Inc.
Radnor Corporate Center
Building One, Suite 200
100 Matsonford Road
Radnor, PA 19087
Re:Avantor, Inc.
Amendments 4, 5 and 6 to Registration Statement on Form S-1
Filed April 25, 2019, April 30, 2019 and May 3, 2019
File No. 333-229578
Dear Mr. Miller:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 23, 2019 letter.
Amendment No. 6 to Registration Statement on Form S-1 filed May 3, 2019
Fee Table, page i
1.We note your revisions in response to prior comment 1.  Please revise footnote (4) to track
the language of Securities Act Rule 416.  Rule 416 covers only securities issuable
pursuant to transactions like those specified in Rule 416, such as stock splits, stock
dividends, or similar transactions, and would not, for example, cover stock issuable as a
result of a market-based conversion formula.  If you are required to issue more shares than
the estimate due to the operation of the conversion ratio disclosed in the registration
statement, you would have to file an additional registration statement or rely on an

 FirstName LastNameJustin M. Miller, Esq.
 Comapany NameAvantor, Inc.
 May 6, 2019 Page 2
 FirstName LastName
Justin M. Miller, Esq.
Avantor, Inc.
May 6, 2019
Page 2
available exemption from registration.  These additional shares would not be covered by
Rule 416(a).  For guidance, see Securities Act Rules Compliance and Disclosure
Interpretation 213.01.
Item 16. Exhibits
Legality Opinion, page II-1
2.We note that the opinion assumes all necessary corporate actions, including board
authorization and approval and filing of corporate documents.  These appear to be
inappropriate assumptions in that they assume that you have taken all corporate actions
necessary to authorize the issuance of the securities being registered.  Please file an
opinion that does not contain such assumptions.  For guidance, please refer to Part II.B.3.a
of Staff Legal Bulletin No. 19.
            You may contact Kristin Lochhead, Staff Accountant, at 202-551-3664 or Brian Cascio,
Accounting Branch Chief, at 202-551-3676 if you have questions regarding comments on the
financial statements and related matters.  Please contact Tim Buchmiller, Staff Attorney, at 202-
551-3635 or Amanda Ravitz, Assistant Director, at 202-551-3412 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Joseph H. Kaufman, Esq.

CORRESP
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Response Letter

SIMPSON THACHER & BARTLETT LLP

 425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

(212) 455-2000

FACSIMILE (212) 455-2502

 DIRECT DIAL NUMBER

(212) 455-2948

 E-MAIL ADDRESS

jkaufman@stblaw.com

 May 3, 2019

VIA EDGAR TRANSMISSION

Re:
 Avantor, Inc.

 Amendment No. 6 to Registration Statement on Form S-1

 Submitted on February 8, 2019

 CIK No. 0001722482

Tim Buchmiller

 Amanda Ravitz

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Ladies and Gentlemen:

 On behalf of Avantor,
Inc. (the “Company”), we hereby file with the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) Amendment No. 6 (“Amendment
No. 6”) to the above-referenced registration statement on Form S-1 (the “Registration Statement”). Unless otherwise defined below, terms defined in Amendment No. 6 and used below shall
have the meanings given to them in Amendment No. 6.

 The Company has revised the Registration Statement to update the Company’s
disclosure, to (i) include the number of shares of common stock being registered and offered, as well as a bona fide estimated price range for the common stock offering, (ii) include the number of shares of Mandatory Convertible Preferred
Stock being registered and offered and (iii) make related updates throughout the Registration Statement, including revising the use of proceeds from the offerings of common stock and Mandatory Convertible Preferred Stock to specify that any
remaining proceeds after the redemption of all outstanding shares of Existing Senior Preferred Stock will be used to repay indebtedness.

 Securities and Exchange Commission

May 3, 2019

 As indicated in Amendment No. 6, the Company is offering its shares of common stock to
the public utilizing a price range of between $18.00 and $21.00 per share, after giving effect to the 5-for-1 stock split that the Company plans to effectuate prior to
the consummation of this offering. On a pre-split basis, this would represent a price range of approximately $90.00 to $105.00 per share. This is the Company’s bona fide estimated price range, as required
by Item 501(b) of Regulation S-K. Further to the Company’s response to comment 21 contained in the Company’s letter, dated March 15, 2019, in response to the Staff’s comment letter dated
March 7, 2019, all stock option awards granted from and after the completion of the VWR Acquisition in November 2017 have an exercise price equal to $116.03 per share, which is higher than the estimated price range reflected above.

In addition, as previously indicated (i) in the Company’s letter, dated April 5, 2019, in response to the Staff’s comment
letter dated March 28, 2019, in respect of comment 7 of such comment letter, the Company has included the information required by the last sentence of Regulation S-K Item 403(a) and (b) in the
beneficial ownership table of the Company’s common stock and (ii) in the Company’s letter, dated April 25, 2019, in response to the Staff’s comment letter dated April 23, 2019, (A) in respect of comment 1 of such
comment letter, the Company is registering and including a reasonable good faith estimate (based on the assumed initial public offering price of common stock being registered) of, the maximum number of shares of common stock issuable upon conversion
of the Mandatory Convertible Preferred Stock in accordance with the terms thereof and (B) in respect of comment 8 of such comment letter, the Company is registering and including a reasonable good faith estimate of, the number of shares of
common stock that may be issued as dividends on the Mandatory Convertible Preferred Stock in accordance with the terms thereof.

 To assist
the Staff’s review of Amendment No. 6, we will send blacklined copies of Amendment No. 6 marked against Amendment No. 5, which was filed on April 30, 2019.

*        *        *
 *        *        *        *        *

 2

 Please do not hesitate to call me at (212) 455-2948
with any questions or further comments regarding this filing or if you wish to discuss any of the above responses.

Very truly yours,

/s/ Joseph H. Kaufman

Joseph H. Kaufman

cc:
 Securities and Exchange Commission

Kristin Lochhead

Brian Cascio

Avantor, Inc.

Justin M. Miller

Simpson Thacher & Bartlett LLP

Ryan Bekkerus

Ropes & Gray LLP

Patrick O’Brien

John Sorkin

Rachel Phillips

CORRESP
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filename1.htm

Response Letter

SIMPSON THACHER & BARTLETT LLP

 425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

(212) 455-2000

FACSIMILE (212) 455-2502

 DIRECT DIAL NUMBER

(212) 455-2948

 E-MAIL ADDRESS

jkaufman@stblaw.com

 April 25, 2019

VIA EDGAR TRANSMISSION

Re:
 Avantor, Inc.

 Amendment No. 4 to Registration Statement on Form S-1

 Submitted on February 8, 2019

 CIK No. 0001722482

Tim Buchmiller

 Amanda Ravitz

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Ladies and Gentlemen:

 On behalf of Avantor,
Inc. (the “Company”), we hereby file with the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) Amendment No. 4 (“Amendment
No. 4”) to the above-referenced registration statement on Form S-1 (the “Registration Statement”). The Company has revised the Registration Statement in response to the Staff’s comment
letter, dated April 23, 2019, relating to the Registration Statement (the “Comment Letter”), and to otherwise update the Company’s disclosure, including the addition of (i) certain selling stockholders participating in the
offering, (ii) the reflection of a 5-for-1 stock split that we intend to effect prior to the effectiveness of the Registration Statement, (iii) the removal of
the concept of “Conversion Adjustment Shares,” as the conversion of the Existing Junior Convertible Preferred Stock will now take place upon completion of the initial public offering and be based on the initial public offering price per
share of the Company’s common stock, and (iv) the filing of certain exhibits to the Registration Statement.

 In addition, we are
providing the following responses to the Comment Letter. To assist your review, we have retyped the text of the Staff’s comments in italics below. Page references in our responses correspond to the pages of Amendment No. 4. Unless
otherwise defined below, terms defined in Amendment No. 4 and used below shall have the meanings given to them in Amendment No. 4. The responses and information described below are based upon information provided to us by the Company.

 Securities and Exchange Commission

April 25, 2019

 Fee Table, page i

1.
 Please confirm that you are registering and will include a good faith estimate of the maximum number of
common shares issuable upon conversion of the Convertible Preferred Stock, or advise. For guidance, see Securities Act Rules Compliance and Disclosure Interpretation 213.01.

The Company confirms to the Staff that the Company is registering, and will include in a subsequent
pre-effective amendment to the Registration Statement a reasonable good faith estimate (based on the assumed initial public offering price of common stock being registered) of, the maximum number of shares of
common stock issuable upon conversion of the Mandatory Convertible Preferred Stock. The Company has added a placeholder for such disclosure in footnote (4) to the fee table.

Net Sales, page 65

2.
 Given that you have defined 3 levels of growth which have a ceiling of 19%, there remains a significant
range of percentages that could be assigned to “mid-double digit growth.” Please revise to more clearly quantify for investors the magnitude of the growth noted.

In response to the Staff’s comment, the Company respectfully advises the Staff that the prior reference to
“mid-double digit growth” was incorrect and has been revised on page 65 of Amendment No. 4 to instead refer to “low double-digit growth,” as defined on the same page.

Certain Relationships and Related Party Transactions, page 154

3.
 We note your response to prior comment 9. Please revise your response further to address the terms of the
stockholders agreement that appear to provide New Mountain with the sole right to initiate Avantor’s initial public offering and determine the timing, manner and all other terms and conditions of that offering, including the selection of the
underwriters. Please tell us whether and where you believe your current disclosures would satisfy the required items called for by Regulation S-K Item 404(c)(1) with regard to New Mountain, regardless of
whether you believe that Item 401(c)(1) applies to New Mountain.

 In response to the Staff’s comment, with
respect to New Mountain Capital’s sole right under the Stockholders’ Agreement to initiate an initial public offering of the Company and determine the timing, manner and other terms and conditions of

 2

 Securities and Exchange Commission

April 25, 2019

that offering, the Company respectfully notes that this right is effectively the same as the rights generally of controlling stockholders prior to an initial public offering to be able to solely
initiate such a transaction and to dictate its principal terms and conditions through control of such company’s board of directors and any matter submitted for stockholder approval. Accordingly, the Company respectfully advises the Staff that
it does not view New Mountain Capital’s contractual right to be further indicative that it should be considered a “promoter” for purposes of the Securities Act.

Regardless as to whether Regulation S-K Item 404(c)(1) applies to New Mountain Capital, the Company
believes that the disclosure that would be required pursuant to Item 404(c)(1) with regard to New Mountain Capital to the extent such item were applicable is contained as follows in the section “Certain Relationships and Related Party
Transactions” on pages 164, 165, 166 and 167 of Amendment No. 4:

•

 “Arrangements with Affiliates of New Mountain Capital, PSP and Affiliates of Goldman Sachs—Advisory
Agreement”;

•

 “Arrangements with Affiliates of New Mountain Capital, PSP and Affiliates of Goldman Sachs—CPECS”;

•

 “Arrangements with NuSil and other Prior Equityholders—Internal Reorganization”;

•

 “Arrangements with NuSil and other Prior Equityholders—NuSil Merger Agreement”; and

•

 “Arrangements with NuSil and other Prior Equityholders—Distributions.”

Stockholders Agreement, page 154

4.
 We note your revisions in response to prior comment 12. Disclose whether the preemptive rights terminate as
a result of your offering.

 In response to the Staff’s comment, the Company has revised its disclosure on page
163 to indicate that the preemptive rights granted under the Stockholders Agreement will terminate in connection with this offering.

 Mandatory
Convertible Preferred Stock Offering, page 161

5.
 Include disclosure of how the material terms of the Mandatory Convertible Preferred Stock shown in the table
on page A-4 will impact the determination of the range of shares of common stock that may be issued upon the mandatory conversion of those shares, including disclosure of how the aggregate market value of
those shares may be greater than, equal to or less than the aggregate liquidation preference on those shares.

 3

 Securities and Exchange Commission

April 25, 2019

 In response to the Staff’s comment, the Company has included additional disclosure on
page 171 with respect to how the material terms of the Mandatory Convertible Preferred Stock, such as the Threshold Appreciation Price, the Initial Price, the Maximum Conversion Rate and the Minimum Conversion Rate, impact the determination of the
range of shares of common stock issuable upon the mandatory conversion of such shares of the Mandatory Convertible Preferred Stock and how the aggregate market value of shares of common stock issuable upon the mandatory conversion of the Mandatory
Convertible Preferred Stock may be greater than, equal to or less than the aggregate liquidation preference of such shares of Mandatory Convertible Preferred Stock. The Company respectfully advises the Staff that the Threshold Appreciation Price,
the Initial Price, the Maximum Conversion Rate and Minimum Conversion Rate are terms to be determined at the pricing of the Mandatory Convertible Preferred Stock and, as such, the Company will not have the terms filled in for the preliminary
prospectus for the common stock offering, consistent with the approach taken by (i) Intelsat S.A. (formerly known as Intelsat Global Holdings S.A.) in its concurrent initial public offering of common shares and offering of Series A mandatory
convertible junior non-voting preferred shares in 2013 and (ii) General Motors Company in its concurrent initial public offering of common stock and offering of Series B Mandatory Convertible Junior
Preferred Stock in 2010.

6.
 Your disclosure indicates that the Mandatory Convertible Preferred Stock will automatically convert into a
range of shares of common stock, subject to certain antidilution, make-whole and other possible adjustments, and that the number of shares will be determined based on the average volume weighted average price per share over the disclosed trading
period. Please include appropriate risk factor disclosure related to these terms, including risks to common stock holders related to potential dilution. Please also review your existing risk factors to confirm whether all of the general risks
identified in the common stock prospectus are also represented here, such as the last risk factor on page 44, the risk factor on page 45, the risk factor that starts on page 47 and the last two risk factors beginning on page 49.

 In response to the Staff’s comment, (i) the Company has revised its disclosure on pages 41 through 42 to
describe risks related to potential dilution to common stockholders resulting from the issuances of common stock upon conversion of the Mandatory Convertible Preferred Stock and/or as dividends on the Mandatory Convertible Preferred Stock; and
(ii) the Company has added additional risk factors that are currently in the common stock prospectus to the “Risk Factors” section of the prospectus for the Mandatory Convertible Preferred Stock, beginning on page A-20, to the extent applicable to the Mandatory Convertible Preferred Stock.

7.
 Please revise to reconcile your disclosure in the first sentence of the last paragraph on page 162 with the
disclosure in the fourth bullet point on page A-19 regarding removal of directors.

 4

 Securities and Exchange Commission

April 25, 2019

 In response to the Staff’s comment, the Company has revised the disclosure in the fifth
bullet point on page A-19 to clarify that such requirement does not apply to the Preferred Stock Directors.

Method of Payment of Dividends, page A-23

8.
 We note your disclosure that to the extent a shelf registration statement is required in your reasonable
judgment in connection with the issuance of shares of your common stock issued as a payment of a dividend on the shares of Mandatory Convertible Preferred Stock, including dividends paid in connection with a conversion, you will file a registration
statement. Please clarify whether you will only pay such dividends in cash if until such time as a registration statement for those shares is declared and maintained effective. Include appropriate disclosure as to how you would pay dividends if you
do not have an effective registration statement and cash is not available and include appropriate risk factor disclosure.

The Company respectfully advises the Staff that the Company has elected to register, and will include in a subsequent pre-effective amendment to the Registration Statement a reasonable good faith estimate of, the number of shares of common stock that may be issued as dividends on the Mandatory Convertible Preferred Stock in
accordance with the terms thereof. The Company has added a placeholder for such disclosure as footnote (5) to the fee table. The Company respectfully submits to the Staff that the Company’s approach is consistent with the approach taken by
(i) Intelsat S.A. (formerly known as Intelsat Global Holdings S.A.) in its concurrent initial public offering of common shares and offering of Series A mandatory convertible junior non-voting preferred
shares in 2013 and (ii) General Motors Company in its concurrent initial public offering of common stock and offering of Series B Mandatory Convertible Junior Preferred Stock in 2010.

Book-Entry, Delivery and Form, page A-47

9.
 Please revise your statement on page A-48 that you take no
responsibility for the accuracy of the information concerning DTC and its book-entry system as you may not disclaim responsibility for the accuracy of the information contained in your registration statement.

In response to the Staff’s comment, the Company has revised its disclosure on page A-52 to remove the referenced language.

*                *
         *                *
*                *                *
       *

 5

 Please do not hesitate to call me at (212) 455-2948
with any questions or further comments regarding this filing or if you wish to discuss any of the above responses.

Very truly yours,

/s/ Joseph H. Kaufman

Joseph H. Kaufman

 cc:

 Securities and Exchange Commission

 Kristin Lochhead

 Brian Cascio

 Avantor, Inc.

 Justin M. Miller

 Simpson Thacher & Bartlett LLP

 Ryan Bekkerus

 Ropes & Gray LLP

 Patrick O’Brien

 John Sorkin

 Rachel Phillips

April 23, 2019
Justin M. Miller, Esq.
Executive Vice President, General Counsel
Avantor, Inc.
Radnor Corporate Center
Building One, Suite 200
100 Matsonford Road
Radnor, PA 19087
Re:Avantor, Inc.
Amendments 2 and 3 to Registration Statement on Form S-1
Filed April 5, 2019 and April 10, 2019
File No. 333-229578
Dear Mr. Miller:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 29, 2019 letter.
Amendment Nos. 2 and 3 to Registration Statement on Form S-1 filed April 5, 2019 and April
10, 2019, respectively
Fee Table, page i
1.Please confirm that you are registering and will include a good faith estimate of the
maximum number of common shares issuable upon conversion of the Convertible
Preferred Stock, or advise.  For guidance, see Securities Act Rules Compliance and
Disclosure Interpretation 213.01.
Net Sales, page 65

 FirstName LastNameJustin M. Miller, Esq.
 Comapany NameAvantor, Inc.
 April 23, 2019 Page 2
 FirstName LastNameJustin M. Miller, Esq.
Avantor, Inc.
April 23, 2019
Page 2
2.Given that you have defined 3 levels of growth which have a ceiling of 19%, there
remains a significant range of percentages that could be assigned to "mid-double digit
growth."   Please revise to more clearly quantify for investors the magnitude of the growth
noted.

Certain Relationships and Related Party Transactions, page 154
3.We note your response to prior comment 9.  Please revise your response further to address
the terms of the stockholders agreement that appear to provide New Mountain with the
sole right to initiate Avantor’s initial public offering and determine the timing, manner
and all other terms and conditions of that offering, including the selection of the
underwriters.  Please tell us whether and where you believe your current disclosures
would satisfy the required items called for by Regulation S-K Item 404(c)(1) with regard
to New Mountain, regardless of whether you believe that Item 401(c)(1) applies to New
Mountain.
Stockholders Agreement, page 154
4.We note your revisions in response to prior comment 12.  Disclose whether the
preemptive rights terminate as a result of your offering.
Mandatory Convertible Preferred Stock Offering, page 161
5.Include disclosure of how the material terms of the Mandatory Convertible Preferred
Stock shown in the table on page A-4 will impact the determination of the range of shares
of common stock that may be issued upon the mandatory conversion of those shares,
including disclosure of how the aggregate market value of those shares may be greater
than, equal to or less than the aggregate liquidation preference on those shares.
6.Your disclosure indicates that the Mandatory Convertible Preferred Stock will
automatically convert into a range of shares of common stock, subject to certain anti-
dilution, make-whole and other possible adjustments, and that the number of shares will
be determined based on the average volume weighted average price per share over the
disclosed trading period.  Please include appropriate risk factor disclosure related to these
terms, including risks to common stock holders related to potential dilution.   Please also
review your existing risk factors to confirm whether all of the general risks identified in
the common stock prospectus are also represented here, such as the last risk factor on page
44, the risk factor on page 45, the risk factor that starts on page 47 and the last two risk
factors beginning on page 49.
7.Please revise to reconcile your disclosure in the first sentence of the last paragraph on
page 162 with the disclosure in the fourth bullet point on page A-19 regarding removal of
directors.
Method of Payment of Dividends, page A-23

 FirstName LastNameJustin M. Miller, Esq.
 Comapany NameAvantor, Inc.
 April 23, 2019 Page 3
 FirstName LastName
Justin M. Miller, Esq.
Avantor, Inc.
April 23, 2019
Page 3
8.We note your disclosure that to the extent a shelf registration statement is required in your
reasonable judgment in connection with the issuance of shares of your common stock
issued as a payment of a dividend on the shares of Mandatory Convertible Preferred
Stock, including dividends paid in connection with a conversion, you will file a
registration statement.  Please clarify whether you will only pay such dividends in cash if
until such time as a registration statement for those shares is declared and maintained
effective.  Include appropriate disclosure as to how you would pay dividends if you do not
have an effective registration statement and cash is not available and include appropriate
risk factor disclosure.
Book-Entry, Delivery and Form, page A-47
9.Please revise your statement on page A-48 that you take no responsibility for the accuracy
of the information concerning DTC and its book-entry system as you may not disclaim
responsibility for the accuracy of the information contained in your registration statement.
            You may contact Kristin Lochhead, Staff Accountant, at 202-551-3664 or Brian Cascio,
Accounting Branch Chief, at 202-551-3676 if you have questions regarding comments on the
financial statements and related matters.  Please contact Tim Buchmiller, Staff Attorney, at 202-
551-3635 or Amanda Ravitz, Assistant Director, at 202-551-3412 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

CORRESP
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filename1.htm

Response Letter

SIMPSON THACHER & BARTLETT LLP

 425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

(212) 455-2000

FACSIMILE (212) 455-2502

 DIRECT DIAL NUMBER

(212) 455-2948

 E-MAIL ADDRESS

jkaufman@stblaw.com

 April 5, 2019

VIA EDGAR TRANSMISSION

Re:
 Avantor, Inc.

 Amendment No. 2 to Registration Statement on Form S-1

 Submitted on February 8, 2019

 CIK No. 0001722482

Tim Buchmiller

 Russell Mancuso

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Ladies and Gentlemen:

 On behalf of Avantor,
Inc. (the “Company”), we hereby file with the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) Amendment No. 2 (“Amendment
No. 2”) to the above-referenced registration statement on Form S-1 (the “Registration Statement”). The Company has revised the Registration Statement in response to the Staff’s comment
letter, dated March 29, 2019, relating to the Registration Statement (the “Comment Letter”), and to otherwise update the Company’s disclosure, including the addition of (i) a placeholder for preliminary first quarter 2019
financial results, which will be available prior to effectiveness, (ii) a concurrent offering of mandatory convertible preferred stock by the Company and (iii) the filing of certain exhibits to the Registration Statement.

In addition, we are providing the following responses to the Comment Letter. To assist your review, we have retyped the text of the
Staff’s comments in italics below. Page references in our responses correspond to the pages of Amendment No. 2. Unless otherwise defined below, terms defined in Amendment No. 2 and used below shall have the meanings given to them in
Amendment No. 2. The responses and information described below are based upon information provided to us by the Company.

Securities and Exchange Commission

April 5, 2019

 Conflicts of interest, page 9

1.
 We note your response to prior comment 3. Please highlight in this section how the price of your common
stock could affect the underwriter’s holdings of your preferred stock and warrants. Also, please clarify your references to “more than 5%” and “greater than 10%” to more specifically identify the percentages.

 In response to the Staff’s comment, the Company has revised its disclosure on pages 13-14, 49-50, 188, A-10 and A-58 of Amendment No. 2.

We are subject to product liability and other claims in the ordinary course of business, page 25

2.
 Please expand your response to prior comment 6 to tell us whether products you sell or your customers’
products incorporating your products have been in the past subject to material litigation.

 The Company confirms to
the Staff that, during the past five fiscal years, neither the products sold by it nor, to its knowledge, the products sold by its customers incorporating products manufactured by it, have been subject to material litigation. The Company further
confirms that during the past five fiscal years, it has not been subject to settlements or judgments involving product liability litigation that were material. The Company further advises the Staff that it is not specifically aware of product
liability litigation material to the Company prior to such time. The Company evaluates, on a quarterly basis, developments in legal proceedings and other matters that could cause an increase or decrease in the amount of potential liability that is
accrued. See Note 12 to the audited financial statements of the Company included in the Registration Statement. In addition, the Company discloses in Note 12 that there are no material reserves relating to litigation or product liability matters.
Accordingly, the Company respectfully submits that the existing language of its risk factor on pages 29-30 of Amendment No. 2 properly identifies the material risks to the Company and its investors
relating to product liability and related matters.

 2

Securities and Exchange Commission

April 5, 2019

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 54

3.
 Please clearly disclose the substance of the second sentence of the third paragraph in your response to
prior comment 2.

 In response to the Staff’s comment, the Company has revised its disclosure on page 61 of
Amendment No. 2.

 Results of Operations, page 58

4.
 Your reference to double-digit growth on page 59 appears to refer to growth between 10% and 99%. Please
revise to provide more specific disclosure.

 In response to the Staff’s comment, the Company has revised its
disclosure on pages 65 and 69 of Amendment No. 2.

5.
 We note your tables that attribute “Baseline VWR” as a “reason for change” in 2018.
However, from the information on page 71, it appears that “Baseline VWR” does not reflect the results of the VWR business after the 2017 acquisition and instead presents 2018 results based on an assumption that the VWR business’
performance was unchanged in 2018. If so, please revise your tables to remove any implication that “Baseline VWR” information reflects actual results of the VWR business during 2018. In this regard, it is unclear why it is appropriate to
attribute 2018 “period-over-period change” to the 2017 performance of VWR as you mention on page 58 if you do not know how the VWR business performed during the 2018 period; please advise or revise.

The Company respectfully advises the Staff that during 2018, it integrated VWR into its overall business. The integration included changes to
our financial reporting systems that enabled us to report according to our new integrated operations. Since we have not operated the VWR business as a standalone operation since the integration, our systems were not designed and are no longer able
to report VWR’s standalone results beginning in 2018.

 To overcome this limitation, management performs a comparison of our results
for the years ended December 31, 2018 and 2017 by subtracting VWR’s performance for the 324 days ended November 21, 2017, reduced by Avantor’s pre-acquisition sales and costs of sales to VWR for that period (collectively referred to as
“Baseline 2017 VWR”), from the reported year-over-year change to arrive at a “Combined Change,” in each case as described on page 64 of Amendment No. 2. This presentation has the benefit of providing management and readers an
indication of VWR’s performance in 2018, assuming results in 2018 were unchanged from 2017. This presentation also isolates the Combined Change that provides insight about the year-over-year growth or deterioration of the combined business
operations on a comparable basis. Absent this formulation, management would lack the ability to provide quantitative information about the effects of the VWR Acquisition in 2018, which is the most significant driver of the reported change.

To clarify this presentation for readers and in response to the Staff’s comment, the Company has revised its disclosure on page 64 to more
clearly explain the basis of presentation and has revised its tabular and narrative references to Baseline 2017 VWR on pages 65-68 and 76-78 to remove any implication that Baseline 2017 VWR reflects actual results of the VWR business for 2018.

Our Products and Services, page 94

6.
 Please expand your response to prior comment 22 to tell us whether any product or service class within the
categories disclosed in the graphs on page 95 accounted for 10 percent or more of your revenue during any of the last three fiscal years.

In response to the Staff’s comment, the Company has revised its disclosure with respect to fiscal year ended December 31, 2016 on
page 102 of Amendment No. 2. In addition, the Company respectfully advises the Staff that no product class within the categories disclosed has accounted for more than 10 percent of the Company’s revenue for the fiscal years ended
December 31, 2018 and 2017.

 Principal Stockholders, page 142

7.
 We note footnote (5) on page 144. Please also provide the information required by the last sentence of
Regulation S-K Item 403(a) and (b).

 In response to the Staff’s comment,
the Company has revised its disclosure on page 152 of Amendment No. 2 with respect to the table showing beneficial ownership of its Existing Junior Convertible Preferred Stock. With respect to the table showing beneficial ownership of the
Company’s common stock, the

 3

Securities and Exchange Commission

April 5, 2019

Company respectfully advises the Staff that it will provide the information required by the last sentence of Regulation S-K Item 403(a) and (b) in a
subsequent amendment.

8.
 Please tell us how your disclosure will reflect each conversion alternative mentioned in the last paragraph
on page F-32.

 The Company respectfully advises the Staff that based on the
assumed initial public offering price per share of common stock, which will be the midpoint of the estimated offering price range to be included in a subsequent amendment, the number of shares of common stock issuable upon conversion of the Existing
Junior Convertible Preferred Stock will be a fixed amount of shares representing 46.97% of the total common stock outstanding following the conversion. As a result, the Company has disclosed on pages 14, 149 and 172 of Amendment No. 2 that the
number of shares of common stock issuable upon such conversion will be a fixed number of shares. However, the Company has also disclosed that if the volume-weighted average trading price of its common stock for a period of 30 trading days prior to
the conversion date is less than a certain per share price to be determined and included in a subsequent amendment, the number of shares of common stock received upon the conversion of the Existing Junior Convertible Preferred Stock would be
increased by an amount sufficient to provide holders with a value equal to the liquidation preference of $1,650 per share.

 Certain Relationships and
Related Party Transactions, page 146

9.
 We note you identify New Mountain Capital as your sponsor, that Avantor was acquired by affiliates of New
Mountain Capital, your disclosure that you acquired NuSil in 2016, and that both NuSil and your predecessor were controlled by New Mountain Capital. Please expand your response to prior comment 29 to provide an analysis supporting your conclusion
that New Mountain Capital and those with whom New Mountain Capital acted in connection with these transactions are not promoters; it remains unclear whether all disclosure required by Regulation S-K Item
404(c)(1) is included in your prospectus.

 In response to the Staff’s comment, set forth below is a supplement
to the Company’s response to prior comment 29:

 The Company does not believe that the disclosure required by Item 404(c) of Regulation
S-K is required to be included in the Registration Statement because the Company has not had a promoter at any time during the past five fiscal years.

The definition of “promoter” for purposes of the Securities Act is set forth under Rule 405. The definition and subsequent case law
focus on the terms, “founding and organizing.” See Wilson Land Co. #1 v. Chapman, 898 F.2d 157, No. 88-6680, 1990 WL 28138, at *3 (9th Cir. Mar. 12 1990); Millsap v. Commissioner, 46 T.C. 751,
756 (citing Rule 405 and explaining, “[H]e was instrumental in

 4

Securities and Exchange Commission

April 5, 2019

organizing the corporations and solicited the investment therein by others.”). During the period of time before the adoption of the current Rule 405, the SEC, in a series of no-action letters, identified the role of a promoter as “inducing the formation of a corporation.” See American Tung Grove Developments, Inc., File No. 2-4359,
SEC No-Action Letter, 8 S.E.C. 51, 1940 WL 36482, at *6 (Sept. 30, 1940); see also Shawnee Chiles Syndicate, File No. 2-4753, SEC
No-Action Letter, 10 S.E.C. 109, 115 (Sept. 18, 1941) (stating that a person is a promoter when he or she has “engaged actively in the formation of the registrant”). According to our review of case
law, to be found a promoter, one must either be active in the issuer’s business or actively engaged in the formation of the issuer. See Ingenito v. Bermec Corp., 441 F. Supp., 525, 537 (S.D.N.Y. 1977) and Oklahoma-Texas Trust v. Securities and
Exchange Commission, 100 F.2d 888, 894 (C.C.A. 10th, 1939). To be actively engaged in the formation of an issuer, one must be involved in the transactions by which the issuer acquires the assets essential to the conduct of its business or in the
mechanics of the underwriting and registration process. See Ingenito, 441 F. Supp. at 537. Additionally, Rule 405 provides that any person who receives securities solely in consideration of property shall not be deemed a promoter if such person does
not otherwise take part in founding and organizing the enterprise.

 It is the Company’s view that the investments made by the
Company’s financial sponsor, New Mountain Capital, both in the Company and in NuSil, should be treated as capital investments in an existing business, as opposed to promotional activities. In addition, both of these investments took place
outside of the five-year period mandated by Item 404(c).

 With respect to New Mountain Capital’s investment in the Company, it paid
approximately $280 million in cash in 2010 for its ownership interests in an enterprise that had been operating for roughly 100 years. Since that time, New Mountain Capital’s role with respect to its investment in the Company has been
typical for a stockholder with a controlling interest in an enterprise. Subject to certain limited contractual rights contained in the Company’s stockholder agreement (and, following the offering, a separate investor rights agreement), the
business of the Company, including the development of its business plan and strategy, has been and will be conducted and developed by its officers under the supervision of its full board of directors, and not by New Mountain Capital alone.

Similarly, New Mountain Capital paid approximately $735 million in cash in 2011 to acquire its ownership interests in NuSil, a business
that had been in existence for 35 years prior to such date. That investment was also not unlike that of a typical stockholder with a controlling interest in an enterprise. Moreover, while the Company’s merger with NuSil took place within the
five-year period specified in Item 404(c), the Company does not believe that such a transaction, which was not unlike any other merger with shareholders in common between the merging entities, should result in a conclusion that the controlling
shareholder of both parties is therefore a promoter pursuant to Item 405.

 5

Securities and Exchange Commission

April 5, 2019

 In addition, while the Company does not believe New Mountain Capital is a
“promoter,” in further response to the Staff’s comment the Company has updated its disclosure on pages 156-157 to provide additional information relating to the Company’s merger with NuSil
and the consideration received by New Mountain Capital in connection therewith.

10.
 We note your disclosure in note 14 beginning on page F-31. If you
will be redeeming the Existing Senior Preferred at their redemption value plus a call premium, please clarify your disclosure in this section. If any call premium creates additional conflicts of interest for any of your underwriters, please add
corresponding disclosure in the appropriate locations in your filing.

 In response to the Staff’s comment, the
Company has revised its disclosure on pages 155-156 of Amendment No. 2.

 The Company respectfully notes that the terms of the Existing
Senior Preferred Stock under the certificate of designations require that the Company offer to redeem the securities in connection with an initial public offering. In lieu of making an offer to redeem the Existing Senior Preferred Stock, the Company
is redeeming th

March 29, 2019
Justin M. Miller, Esq.
Executive Vice President, General Counsel
Avantor, Inc.
Radnor Corporate Center
Building One, Suite 200
100 Matsonford Road
Radnor, PA 19087
Re:Avantor, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 15, 2019
File No. 333-229578
Dear Mr. Miller:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 7, 2019 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed March 15, 2019
Conflicts of interest, page 9
1.We note your response to prior comment 3.  Please highlight in this section how the price
of your common stock could affect the underwriter's holdings of your preferred stock and
warrants.  Also, please clarify your references to "more than 5%" and "greater than 10%"
to more specifically identify the percentages.

 FirstName LastNameJustin M. Miller, Esq.
 Comapany NameAvantor, Inc.
 March 29, 2019 Page 2
 FirstName LastName
Justin M. Miller, Esq.
Avantor, Inc.
March 29, 2019
Page 2
We are subject to product liability and other claims in the ordinary course of business, page 25
2.Please expand your response to prior comment 6 to tell us whether products you sell or
your customers' products incorporating your products have been in the past subject to
material litigation.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
54
3.Please clearly disclose the substance of the second sentence of the third paragraph in your
response to prior comment 2.
Results of Operations, page 58
4.Your reference to double-digit growth on page 59 appears to refer to growth between 10%
and 99%.  Please revise to provide more specific disclosure.
5.We note your tables that attribute "Baseline VWR" as a "reason for change" in 2018.
However, from the information on page 71, it appears that "Baseline VWR" does not
reflect the results of the VWR business after the 2017 acquisition and instead presents
2018 results based on an assumption that the VWR business' performance was unchanged
in 2018.  If so, please revise your tables to remove any implication that "Baseline VWR"
information reflects actual results of the VWR business during 2018.  In this regard, it is
unclear why it is appropriate to attribute 2018 "period-over-period change" to the 2017
performance of VWR as you mention on page 58 if you do not know how the VWR
business performed during the 2018 period; please advise or revise.
Our Products and Services, page 94
6.Please expand your response to prior comment 22 to tell us whether any product or service
class within the categories disclosed in the graphs on page 95 accounted for 10 percent or
more of your revenue during any of the last three fiscal years.
Principal Stockholders, page 142
7.We note footnote (5) on page 144.  Please also provide the information required by the
last sentence of Regulation S-K Item 403(a) and (b).
8.Please tell us how your disclosure will reflect each conversion alternative mentioned in
the last paragraph on page F-32.
Certain Relationships and Related Party Transactions, page 146
9.We note you identify New Mountain Capital as your sponsor, that Avantor was acquired
by affiliates of New Mountain Capital, your disclosure that you acquired NuSil in 2016,
and that both NuSil and your predecessor were controlled by New Mountain Capital.

 FirstName LastNameJustin M. Miller, Esq.
 Comapany NameAvantor, Inc.
 March 29, 2019 Page 3
 FirstName LastName
Justin M. Miller, Esq.
Avantor, Inc.
March 29, 2019
Page 3
Please expand your response to prior comment 29 to provide an analysis supporting your
conclusion that New Mountain Capital and those with whom new Mountain Capital acted
in connection with these transactions are not promoters; it remains unclear whether all
disclosure required by Regulation S-K Item 404(c)(1) is included in your prospectus.
10.We note your disclosure in note 14 beginning on page F-31.  If you will be redeeming the
Existing Senior Preferred at their redemption value plus a call premium, please clarify
your disclosure in this section.  If any call premium creates additional conflicts of interest
for any of your underwriters, please add corresponding disclosure in the appropriate
locations in your filing.
11.We note your references throughout this section to "prior stockholders," "prior award
holders," "other prior equityholders," and an "individual," etc.  Please ensure that you
have name each related person and identified the basis on which the person is a related
person.  Also disclose the amount of each related person's interest in each transaction
required to be disclosed by Regulation S-K Item 404.
Stockholders Agreement, page 146
12.From your revisions in response to prior comment 26, it appears that many of the
provisions mentioned in the first and second paragraph of this section do not terminate in
connection with this offering.  Please describe the operation of those provisions.  Also,
please disclose which director was designated by each shareholder under the agreement.
Registration Rights Agreement, page 146
13.Please expand your revisions in response to prior comment 26 to disclose the material
terms of this agreement.
CPECS, page 147
14.Please disclose the dollar amount of the related person's CPECs that were converted into
shares and the number of your shares that the related person held as a result of the
conversion.
Related Persons Transaction Policy, page 151
15.We note your revised disclosure in response to prior comment 29.  Please provide the
disclosure required by Regulation S-K Item 404(b) regarding your current policies and
procedures.  Also, tell us whether you plan to provide the disclosure addressed by Item
404(b)(1)(ii) regarding your new written policy before the effective date of this
registration statement.

 FirstName LastNameJustin M. Miller, Esq.
 Comapany NameAvantor, Inc.
 March 29, 2019 Page 4
 FirstName LastName
Justin M. Miller, Esq.
Avantor, Inc.
March 29, 2019
Page 4
Description of Indebtedness, page 152
16.Please expand your response to prior comment 30 to tell us the amount of additional loan
available to you based on current circumstances, assuming a willing lender.  Also, please
disclose the substance of the penultimate sentence of your response to prior comment 30
to clarify your disclosure in the second paragraph regarding an uncommitted facility
which provides for additional or increased commitments.
Exclusive Forum, page 165
17.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.”  Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act.  In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If the provision applies to Securities Act claims, please also revise
your prospectus to state that there is uncertainty as to whether a court would enforce such
provision, and that stockholders will not be deemed to have waived the company’s
compliance with the federal securities laws and the rules and regulations thereunder.  If
this provision does not apply to actions arising under the Securities Act or Exchange Act,
please also ensure that the exclusive forum provision in the governing documents states
this clearly.
Exhibits
18.We note that the last paragraph of your response to prior comment 34 addresses only
named executive officers.  Please also address agreements with other executive officers as
required by Regulation S-K Item 601(b)(10).
            You may contact Kristin Lochhead at (202) 551-3664 or Brian Cascio, Accounting
Branch Chief, at (202) 551-3676 if you have questions regarding comments on the financial
statements and related matters. Please contact Tim Buchmiller at (202) 551-3635 or Russell
Mancuso, Legal Branch Chief, at (202) 551-3617 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Joseph H. Kaufman, Esq.

March 7, 2019
Justin M. Miller, Esq.
Executive Vice President, General Counsel
Avantor, Inc.
Radnor Corporate Center
Building One, Suite 200
100 Matsonford Road
Radnor, PA 19087
Re:Avantor, Inc.
Registration Statement on Form S-1
Filed February 8, 2019
File No. 333-229578
Dear Mr. Miller:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed February 8, 2019
Market and Industry Data, page i
1.Please tell us whether you commissioned any of the data used in your registration
statement.
Company Overview, page 1
2.Your graphic on page 95 indicates that your largest product category is third-party
materials and consumables.  If a material portion of your business involves the
distribution of third-party products, include appropriate disclosure, including the
percentage of your revenues derived from those sales, in your summary.  If that portion

 FirstName LastNameJustin M. Miller, Esq.
 Comapany NameAvantor, Inc.
 March 7, 2019 Page 2
 FirstName LastNameJustin M. Miller, Esq.
Avantor, Inc.
March 7, 2019
Page 2
of your business experiences lower margins than revenues generated from sales of your
proprietary products, include appropriate disclosure in your Management's Discussion and
Analysis section regarding the impact on your operating results from changes in the
portion of your revenues derived from sales of your products versus those of third-parties.
Conflicts of Interest, page 10
3.Please address the underwriter's interest in the price of your common stock given its
interest in (1) your junior convertible preferred stock that appears to convert at a rate
affected by the price of your common stock over a period initially triggered by this
offering and (2) your warrants whose exercisability appears to be triggered by this
offering.  Also add any appropriate risk factors.
The Offerng, page 10
4.Please tell us how the mirror units are settled, and whether any other securities could be
issued to the holders of those units.
The customers we serve..., page 20
5.Please clarify when significant customer patents expire.
We are subject to product liability..., page 26
6.If products you sell or your customers' products incorporating your products have been
subject to material litigation, please revise to specify.  Also, given your disclosure that you
do not maintain insurance for product liability across all of your product lines, please
specify any material product lines for which you do not maintain insurance.
Our business, financial condition..., page 28
7.Given your disclosure like in the last paragraph of this risk factor, provide us your
analysis of whether the names of your large suppliers must be disclosed for investors to
evaluate the risk.
Significant developments..., page 30
8.Please clarify the extent of your business subject to the risk mentioned in the second
paragraph of this risk factor.
Use of Proceeds, page 48
9.Please quantify the amount required to redeem all of your Existing Senior Preferred Stock,
and specify the amount to be paid to affiliates of Goldman Sachs & Co. LLC.
10.Please tell us the amount of expenses you will incur as a result of obligations triggered by
this offering, and whether those expenses are reflected in your disclosure on this page.

 FirstName LastNameJustin M. Miller, Esq.
 Comapany NameAvantor, Inc.
 March 7, 2019 Page 3
 FirstName LastNameJustin M. Miller, Esq.
Avantor, Inc.
March 7, 2019
Page 3
We note for example a reference on page F-40 to an obligation to settle units that it
appears might be so triggered.
Dividend Policy, page 49
11.Please disclose the amount of dividends/distributions you have made during each period
presented.
12.Clarify the "certain outstanding indebtedness" that you anticipate repaying before you
would reevaluate your dividend policy.
We expect to undergo a recapitalization of our equity in connection with this offering, page 56
13.We note your reference to class B stock.  If applicable, provide the required disclosure
regarding these securities under "Description of Capital Stock" and indicate how your
recapitalization will impact the class B stock.
Key Indicators of Performance and Financial Condition, page 58
14.We reference your disclosure that Adjusted EBITDA is used by investors to measure and
evaluate your operating performance and Management EBITDA is used
by management to measure and evaluate your operating performance.  Please revise your
disclosures to clearly explain the difference between the two measures and to state the
reasons why management believes that the presentation of both Adjusted EBITDA and
Management EBITDA provides useful information regarding your financial condition and
results of operations.  Refer to Item 10(e)(i)(C) of Regulation S-K.
15.Please revise to disclose which key indicators of performance and financial condition
included in this section are non-GAAP measures.  Revise to also clearly label "baseline
VMR" and "combined change" amounts included on pages 59 and 60 as non-GAAP
measures and provide the disclosures required by Item 10(e) of Regulation S-K.
Results of Operations, page 60
16.In your discussion of results of operations where you attribute period-to-period changes to
a combination of several different factors, please address the following:

•Clarify the significance of each factor; quantify where possible, and clarify the extent
to which changes are attributable to price or volume or to the introduction of new
products or services.  Also, to the extent required by Regulation S-K Item 303, address
current period results of your business that existed before the VWR acquisition as well
as the current period results of the VWR business relative to that business's pre-
acquisition results.
•Provide a more detailed analysis of the material factors that contributed to "higher
volumes," "generally favorable pricing" and margin changes in each of your segments,
and discuss any specific products that contributed to significant changes; and

 FirstName LastNameJustin M. Miller, Esq.
 Comapany NameAvantor, Inc.
 March 7, 2019 Page 4
 FirstName LastNameJustin M. Miller, Esq.
Avantor, Inc.
March 7, 2019
Page 4
•Explain the material factors that impacted the pricing environment for each of your
segments.  We see your disclosure that the pricing environment was favorable in the
Americas and AMEA but remained generally similar in Europe.

 See also Regulation S-K Item 303(a)(3) and SEC Release No. 33-8350.
Gross Margin, page 61
17.We reference the 90 basis points of gross margin that is attributed to the combined
change.  Please revise to provide a quantified discussion of the factors that resulted in the
combined 90 basis point increase.  In addition, if available, disclose how the VWR post
acquisition and legacy Avantor operations impacted gross margins for this period.
Years ended December 31, 2017 and 2016, page 63
18.We note multiple references to the significant impact on revenues and operating income of
including VWR for 41 days during 2017.  Please revise to quantify the impact of the
inclusion of VWR operations on each segment.
Liquidity, page 73
19.Please provide us your analysis of the extent to which your results could change before a
covenant would be triggered that would limit your access to the "unused availability" or
that could result in a default.
20.Please quantify the amount of your cash subject to the restrictions mentioned in the third
sentence of the last paragraph on page 73.
Critical Accounting Policies and Estimates
Estimating the fair value of share-based compensation, page 80
21.Please revise to disclose how you estimated fair value of your common stock for purposes
of valuing your stock options awards.  In addition, once you have an estimated offering
price or range, explain for us any significant differences between the recent valuations of
your common stock leading up to the IPO and the estimated offering price.
Our Products and Services, page 94
22.Please provide the three-year revenue history by product and service class as required by
Regulation S-K Item 101(c)(1)(i).
Directors and Executive Officers, page 109
23.Please disclose the principal business of the corporations and other organizations that
employed the individuals named in this section as required by Regulation S-K Item
401(e)(1).  Also, for each director, briefly discuss the specific experience, qualifications,

 FirstName LastNameJustin M. Miller, Esq.
 Comapany NameAvantor, Inc.
 March 7, 2019 Page 5
 FirstName LastNameJustin M. Miller, Esq.
Avantor, Inc.
March 7, 2019
Page 5
attributes or skills that led to the conclusion that the person should serve as a director for
the company in light of the company's business and structure.
Base Salary, page 118
24.Please clarify how the internally prepared competitive market compensation data was
used.  Also clarify how you determined the components of the data, and identify the
components as appropriate.
Principal Stockholders, page 139
25.Please provide the table required by Regulation S-K Item 403 with regard to your Junior
Convertible Preferred Stock.
Certain Relationships and Related Party Transactions, page 142
26.Disclose the material terms of the agreements mentioned in this section, and clarify which
terms of the stockholders agreement will terminate in connection with this offering.  Also,
clarify whether shareholders will have the opportunity to vote on directors appointed
under the stockholders agreement, and quantify the amount of payments made under the
agreements during the periods addressed in instruction 1 to Regulation S-K Item 404.
27.Disclose the approximate dollar amount of the Existing Senior Preferred Stock and
Existing Junior Convertible Preferred Stock issued to each related person.  Also clarify the
amount each related person paid for the preferred stock and the amount currently held by
those parties.
28.To the extent not already addressed in your disclosure on pages 142-143, provide us your
analysis supporting your conclusion regarding whether Regulation S-K Item 404 requires
you to address in this section the transactions mentioned on pages F-48 and F-49 or the
transactions involving NuSil investors mentioned on page F-40.  Also ensure that you
have provided required disclosure for all years addressed in Instruction 1 to Regulation S-
K Item 404 regarding relevant transactions with any person who was in (1) any of the
relevant categories described in Instruction 1.a to Item 404(a) at any time during the
specified period and (2) any of the categories described in Instruction 1.b when the
transaction in which such person had a material interest occurred or existed.
29.Please provide the disclosure required by Regulation S-K Item 404(b) and (c)(1).
Description of Indebtedness, page 144
30.Given the "specified" ratios that you mention in the second paragraph, please quantify the
amount of the additional loan available to you.  Also, clarify who you mean when you
refer to "Holdings" on page 145.

 FirstName LastNameJustin M. Miller, Esq.
 Comapany NameAvantor, Inc.
 March 7, 2019 Page 6
 FirstName LastName
Justin M. Miller, Esq.
Avantor, Inc.
March 7, 2019
Page 6
Description of Capital Stock, page 150
31.Please provide the disclosure required by Regulation S-K Item 201(b)(1).
Underwriting (Conflicts of Interest), page 165
32.Please clarify, if true, that Goldman Sachs, as one of the underwriters in the IPO, will only
purchase shares of the common stock (i.e., the subject of the IPO) during the first 90
trading days after the consummation of the IPO if Goldman Sachs can do so consistent
with the anti-manipulation provisions of the federal securities laws (e.g., Sections 9(a) and
10(b) of the Exchange Act, Rule 10b-5).
33.Please quantify the total amount that the underwriter has received from its relationship
with the registrant, whether from dividends, distributions or otherwise.
Exhibits
34.Given your disclosure at the top of page 28 and on page 84, please provide us your
analysis supporting your conclusions regarding whether you must file any supply
agreements with key suppliers or your "BIO agreement."  Also, it appears that your
exhibit index might address contracts with executive officers identified in the table on
page 125; please also file contracts with other executive officers as required by Regulation
S-K Item 601(b)(10).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Kristin Lochhead at (202) 551-3664 or Brian Cascio, Accounting
Branch Chief, at (202) 551-3676 if you have questions regarding comments on the financial
statements and related matters.  Please contact Tim Buchmiller at (202) 551-3635 or Russell
Mancuso, Legal Branch Chief, at (202) 551-3617 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Joseph H. Kaufman, Esq.