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Item 7.01
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Regulation FD Disclosure.
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On October 10, 2017, Catalent, Inc. (the “Company”)
issued a press release announcing that its wholly owned subsidiary, Catalent Pharma Solutions, Inc. (the “Operating Company”), has commenced a private offering (the “Private Offering”) of $450 million aggregate principal
amount of senior unsecured notes due 2026 (the “Notes”). The Company also announced that the Operating Company is 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 each of the term loans and revolving credit facility (the “Amendment”). The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
There can be no assurance that the Operating Company will be able to complete either the Private Offering or the
Amendment on terms and conditions favorable to it or at all, and the Operating Company may decide to not pursue either or both of the Private Offering and the Amendment before completion.
The unaudited pro forma financial statements, together with the notes thereto, from a preliminary offering memorandum prepared by the
Operating Company in connection with the Private Offering are attached hereto as Exhibit 99.2.
The information in Item 7.01 on this
Current Report on Form
8-K
and Exhibits 99.1 and 99.2 attached hereto is being furnished pursuant to Item 7.01 of Form
8-K
and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act’), or otherwise subject to the liabilities of that Section, nor shall any such information or exhibits be deemed incorporated by reference in
any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”).
The information filed in
this Form
8-K
pursuant to Item 7.01, including the information contained in Exhibits 99.1 and 99.2, is neither an offer to sell nor a solicitation of an offer to buy any of the Notes in the Private Offering.
Cautionary Note Concerning Forward-Looking Statements
This Current Report on Form
8-K
and the exhibits attached hereto contain both historical and forward-looking
statements, including concerning the closing of the agreement to purchase Cook Pharmica and the financing that the Company intends to obtain to finance the acquisition on the closing date. 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 and Section 21E of the Exchange Act. 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 the Company’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 the Company’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; an 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 the Company or of Cook Pharmica; demand for the Company’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 the Company 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 the Company 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 the Company 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 the Company’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 the Company or divest
of non-strategic businesses
or assets and the Company’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 the Company’s
existing pension plans; substantial leverage resulting in the limited ability of the Company 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 the
Company’s variable rate debt and preventing the Company 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 the
Company’s Annual Report on
Form 10-K for
the fiscal year ended June 30, 2017, filed August 28, 2017 with the Commission and the risk factors in Exhibit 99.4 in the Company’s
Current Report on Form
8-K
filed September 25, 2017 and incorporated herein by reference. 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.