S-1MEF

As filed with the Securities and Exchange Commission on November 19, 2020

No. 333-                

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Maravai LifeSciences Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   8731   85-2786970
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)

10770 Wateridge Circle Suite 200

San Diego, California 92121

Telephone: (858) 546-0004

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Carl W. Hull

Chief Executive Officer

10770 Wateridge Circle Suite 200

San Diego, California 92121

Telephone: (858) 546-0004

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies of all communications, including communications sent to agent for service, should be sent to:

 

Robert M. Hayward, P.C.

Robert E. Goedert, P.C.

Michael P. Keeley

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, Illinois 60654

(312) 862-2000

 

Alan F. Denenberg

Emily Roberts

Davis Polk & Wardwell LLP

1600 El Camino Real

Menlo Park, California 94025

(650) 752-2000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  ☐

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ File Number 333-249733

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of
Securities to be Registered
  Amount
to be
Registered(1)
 

Proposed

Maximum

Offering Price

Per Share

 

Proposed

Maximum

Aggregate

Offering Price(1)(2)

  Amount of
Registration Fee

Class A Common Stock, par value $0.01 per share

  11,500,000   $27.00   $310,500,000   $33,875.55

 

 

 

(1)

Includes 1,500,000 shares subject to the underwriters’ option to purchase additional shares. The shares being registered under this Registration Statement are in addition to the 57,500,000 shares registered pursuant to the Registration Statement on Form S-1, as amended (File No. 333-249733).

(2)

The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”), based on the proposed maximum aggregate offering price. The Registrant previously paid a filing fee of $169,377.75 in connection with the filing of the Registration Statement on Form S-1, as amended (File No. 333-249733), which Registration Statement was declared effective by the Securities and Exchange Commission on November 19, 2020 and contemplated a proposed maximum offering price of $1,552,500,000. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $310,500,000 are hereby registered, which includes shares subject to the underwriters’ option to purchase additional shares.

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.

 

 

 


EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

This Registration Statement on Form S-1 is being filed with respect to the registration of additional shares of Class A common stock, par value $0.01 per share, of Maravai LifeSciences Holdings, Inc., a Delaware corporation, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. This Registration Statement includes the registration statement facing page, this page, the signature page, an exhibit index, an opinion of counsel regarding the legality of the securities being registered and a related consent and accountants’ consents. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-249733), initially filed by the Registrant on October 29, 2020, declared effective by the Securities and Exchange Commission on November 19, 2020. The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of Class A common stock offered by the Registrant by 11,500,000 shares, which includes 1,500,000 additional shares that the underwriters have the option to purchase. Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-1, as amended (File No. 333-249733), including the exhibits and the power of attorney thereto, are incorporated by reference into this Registration Statement.


EXHIBIT INDEX

 

Exhibit
Number
   Description
5.1*    Opinion of Kirkland & Ellis LLP regarding the validity of the shares of Class  A common stock registered (filed as Exhibit 5.1 to Amendment No. 2 to the prior Registration Statement (File No. 333-249733), filed with the Securities and Exchange Commission on November  13, 2020)
23.1    Consent of Independent Registered Public Accounting Firm, as to Maravai LifeSciences Holdings, Inc.
23.2    Consent of Independent Registered Public Accounting Firm, as to Maravai Topco Holdings, LLC
23.3*    Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)
24.1*    Power of Attorney (included on the signature pages of the prior Registration Statement (File No.  333-249733), as filed with the Securities and Exchange Commission on October 29, 2020).

 

 

*

Previously filed.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on November 19, 2020.

 

MARAVAI LIFESCIENCES HOLDINGS, INC.
By:  

/s/ Carl W. Hull

Name:   Carl W. Hull
Title:   Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Carl W. Hull

Carl W. Hull

  

Chief Executive Officer and Director

(Principal Executive Officer)

  November 19, 2020

/s/ Kevin Herde

Kevin Herde

  

Chief Financial Officer

(Principal Financial and Accounting Officer)

  November 19, 2020

/s/ Anat Ashkenazi

Anat Ashkenazi

   Director   November 19, 2020

/s/ Sean Cunningham

Sean Cunningham

   Director   November 19, 2020

/s/ Benjamin Daverman

Benjamin Daverman

   Director   November 19, 2020

/s/ Susannah Gray

Susannah Gray

   Director   November 19, 2020

/s/ Robert B. Hance

Robert B. Hance

   Director   November 19, 2020


/s/ Jessica Hopfield

Jessica Hopfield

   Director   November 19, 2020

/s/ Gregory T. Lucier

Gregory T. Lucier

   Director   November 19, 2020

/s/ Luke Marker

Luke Marker

   Director   November 19, 2020

/s/ Constantine Mihas

Constantine Mihas

   Director   November 19, 2020

/s/ Murali K. Prahalad

Murali K. Prahalad

   Director   November 19, 2020
EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts” and to the incorporation by reference of our report dated September 8, 2020 (except as to the second paragraph of Note 3, as to which the date is November 12, 2020), with respect to the financial statements of Maravai LifeSciences Holdings, Inc. included in Amendment No. 2 to the Registration Statement (Form S-1 No. 333-249733) and related Prospectus of Maravai LifeSciences Holdings, Inc. for the registration of its common stock.

/s/ Ernst & Young LLP

Redwood City, California

November 19, 2020

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts” and to the incorporation by reference of our report dated September 8, 2020 (except as to the fifth paragraph of Note 1, as to which the date is November 11, 2020), with respect to the consolidated financial statements of Maravai Topco Holdings, LLC and Subsidiaries included in Amendment No. 2 to the Registration Statement (Form S-1 No. 333-249733) and related Prospectus of Maravai LifeSciences Holdings, Inc. for the registration of its common stock.

/s/ Ernst & Young LLP

Redwood City, California

November 19, 2020