Catalent, Inc. (“Catalent”) (NYSE:CTLT), the leading global
provider of advanced delivery technologies and development
solutions for drugs, biologics, and consumer health products, today
announced that its wholly owned subsidiary, Catalent Pharma
Solutions, Inc. (the “Operating Subsidiary”), intends to offer,
subject to market and other conditions, $450 million in aggregate
principal amount of senior unsecured notes due 2026 (the “Notes”)
in a private offering (the “Private Offering”) that is exempt from
the registration requirements of the Securities Act of 1933, as
amended (the “Securities Act”).
The Operating Subsidiary intends to use the net proceeds from
the Private Offering to fund, in part, the purchase price of the
previously announced pending acquisition (the “Acquisition”) of
Cook Pharmica LLC (“Cook Pharmica”). Catalent expects to fund the
balance of the purchase price and pay related fees and expenses
with $277.4 million of the approximate net proceeds from the
previously announced underwritten public offering of its common
stock, which closed on September 29, 2017, as well as cash on hand.
The closing of the Private Offering is not contingent upon the
closing of the Acquisition. If for any reason (i) the Acquisition
is not consummated on or prior to March 18, 2018, (ii) the
Acquisition Agreement is terminated prior to March 18, 2018, or
(iii) the Operating Subsidiary notifies the trustee in writing that
it will not pursue the consummation of the Acquisition or otherwise
publicly announces that the Acquisition will not be consummated,
then the Operating Subsidiary will be required to redeem all of the
outstanding Notes for cash at a redemption price equal to 100% of
the issue price of the Notes, plus accrued and unpaid interest to,
but excluding, the redemption date.
The Notes will be guaranteed by all of the wholly owned U.S.
subsidiaries of the Operating Subsidiary that guarantee its senior
secured credit facilities. The Notes will not be guaranteed by PTS
Intermediate Holdings, LLC or Catalent, the direct and indirect
parent companies of the Operating Subsidiary.
The Notes will be offered and sold to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A
under the Securities Act and to certain non-U.S. persons outside
the United States pursuant to Regulation S under the Securities
Act.
The Notes have not been and will not be registered under the
Securities Act or applicable state securities laws and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state laws.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the Notes or any other
securities and shall not constitute an offer, solicitation or sale
in any state or jurisdiction in which such offer, solicitation, or
sale is unlawful.
The Operating Subsidiary is also seeking, concurrently with the
Private Offering, to amend the credit agreement governing its
senior secured credit facilities to reduce the applicable margins
and extend the maturities by three years of its term loans and
revolving credit facility (the “Amendment”). The closing of each of
the Private Offering and the Acquisition is not conditioned upon
the consummation of the Amendment and there can be no assurance
that the Operating Subsidiary will be able to obtain any reduction
to the applicable margins or extension of maturities. There can be
no assurance that the Operating Subsidiary will consummate either
of the Private Offering or the Amendment on favorable terms or at
all.
About Catalent, Inc.
Catalent, Inc. (NYSE:CTLT) is the leading global provider of
advanced delivery technologies and development solutions for drugs,
biologics and consumer health products. With over 80 years serving
the industry, Catalent has proven expertise in bringing more
customer products to market faster, enhancing product performance
and ensuring reliable clinical and commercial product supply.
Catalent employs approximately 10,000 people, including over 1,400
scientists, at more than 30 facilities across five continents, and
in fiscal 2017 generated over $2 billion in annual revenue.
Catalent is headquartered in Somerset, New Jersey.
Forward-Looking Statements
This release contains both historical and forward-looking
statements, including concerning the closing of the agreement to
purchase Cook Pharmica and the financing that Catalent intends to
obtain to finance the initial purchase price. All statements other
than statements of historical fact are, or may be deemed to be,
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements generally can be identified because they relate to the
topics set forth above or by the use of statements that include
phrases such as “believe,” “expect,” “anticipate,” “intend,”
“estimate,” “plan,” “project,” “foresee,” “likely,” “may,” “will,”
“would” or other words or phrases with similar meanings. Similarly,
statements that describe Catalent’s objectives, plans or goals are,
or may be, forward-looking statements. These statements are based
on current expectations of future events. If underlying assumptions
prove inaccurate or unknown risks or uncertainties materialize,
actual results could vary materially from Catalent’s expectations
and projections. Some of the factors that could cause actual
results to differ include, but are not limited to, the following:
antitrust or other regulatory actions that may delay or interfere
with the closing of the acquisition or result in other changes to
Catalent’s business; other unanticipated events that may prevent a
closing of the acquisition or may make it more difficult to realize
the anticipated benefits of the transaction; inability to complete
the anticipated financing on the anticipated terms, or at all;
participation in a highly competitive market and increased
competition may adversely affect the business of Catalent or of
Cook Pharmica; demand for Catalent’s or Cook Pharmica’s offerings
which depends in part on their customers’ research and development
and the clinical and market success of their products; product and
other liability risks that could adversely affect the results of
operations, financial condition, liquidity, and cash flows of
Catalent or Cook Pharmica; failure to comply with existing and
future regulatory requirements; failure to provide quality
offerings to customers could have an adverse effect on the business
and subject it to regulatory actions and costly litigation;
problems providing the highly exacting and complex services or
support required; global economic, political, and regulatory risks
to the operations of Catalent and Cook Pharmica; inability to
enhance existing or introduce new technology or service offerings
in a timely manner; inadequate patents, copyrights, trademarks, and
other forms of intellectual property protections; fluctuations in
the costs, availability, and suitability of the components of the
products Catalent and Cook Pharmica manufacture, including active
pharmaceutical ingredients, excipients, purchased components, and
raw materials; changes in market access or healthcare reimbursement
in the United States or internationally; fluctuations in the
exchange rate of the U.S. dollar and other foreign currencies
including as a result of the recent U.K. referendum to exit from
the European Union; adverse tax legislation initiatives or
challenges to Catalent’s tax positions; loss of key personnel;
risks generally associated with information systems; inability to
complete any future acquisitions and other transactions that may
complement or expand the business of Catalent or divest of
non-strategic businesses or assets and Catalent’s ability to
successfully integrate acquired business and realize anticipated
benefits of such acquisitions; offerings and customers’ products
that may infringe on the intellectual property rights of third
parties; environmental, health, and safety laws and regulations,
which could increase costs and restrict operations; labor and
employment laws and regulations; additional cash contributions
required to fund Catalent’s existing pension plans; substantial
leverage resulting in the limited ability of Catalent to raise
additional capital to fund operations and react to changes in the
economy or in the industry; exposure to interest rate risk to the
extent of Catalent’s variable rate debt and preventing Catalent
from meeting its obligations under its indebtedness. For a more
detailed discussion of these and other factors, see the information
under the caption “Risk Factors” in Exhibit 99.4 of Catalent’s Form
8-K filed September 25, 2017 with the SEC and Catalent’s Annual
Report on Form 10-K for the fiscal year ended June 30, 2017, filed
August 28, 2017 with the SEC. All forward-looking statements speak
only as of the date of this release or as of the date they are
made, and Catalent does not undertake to update any forward-looking
statement as a result of new information or future events or
developments except to the extent required by law.
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version on businesswire.com: http://www.businesswire.com/news/home/20171010005960/en/
Catalent, Inc.Investors:Thomas Castellano,
732-537-6325investors@catalent.com
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