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 “Catalent
Operating Subsidiary”), intends to offer, subject to market and other
conditions, $400 million (U.S. dollar equivalent) aggregate principal
amount of euro-denominated senior unsecured notes due 2024 (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 Catalent Operating Subsidiary intends to use the net proceeds from
the Private Offering to fund its acquisition of Accucaps Industries
Limited, repay a portion of the outstanding borrowings under its senior
secured credit facilities, plus any accrued and unpaid interest, pay
related fees and expenses and provide cash on its balance sheet for
general corporate purposes.
The Notes will be guaranteed by all of the wholly owned U.S.
subsidiaries of the Catalent 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 Catalent Operating Subsidiary.
The Notes will be offered and sold to qualified institutional buyers in
the United States pursuant to Rule 144A under the Securities Act and
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 Catalent Operating Subsidiary also intends, concurrently with the
Private Offering, to launch an effort to amend the credit agreement
governing its senior secured credit facilities to reduce the interest
rates applicable to the term loans thereunder. The consummation and
actual terms of any repricing amendment are subject to a number of
factors, including market interest and other conditions. There can be no
assurance that the Catalent Operating Subsidiary will consummate either
the Private Offering or the repricing amendment on favorable terms or at
all.
About Catalent, Inc.
Catalent 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 more than 9,500 people,
including over 1,400 scientists, at more than 30 facilities across 5
continents and in fiscal 2016 generated $1.85 billion in annual revenue.
Catalent is headquartered in Somerset, N.J. For more information visit www.catalent.com.
Forward-Looking Statements
This release contains both historical and forward-looking statements.
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 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 and include all discussions of the contemplated private notes
offering and term loan repricing. 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. Such forward-looking
statements are subject to various risks and uncertainties, including (a)
any decision by the Catalent Operating Subsidiary not to proceed with
the proposed private notes offering and term loan repricing, (b)
potential changes in market conditions, and (c) those risks and
uncertainties described under the section entitled “Part I. Item 1A.
Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal
year ended June 30, 2016, filed with the Securities and Exchange
Commission, as such factors may be updated from time to time in
Catalent’s periodic filings with the Securities and Exchange Commission,
which are accessible on the Securities and Exchange Commission’s website
at
www.sec.gov
.
Accordingly, there are or will be important factors that could cause
actual outcomes or results to differ materially from those indicated in
these statements. These factors should not be construed as exhaustive
and should be read in conjunction with the other cautionary statements
that are included in Catalent’s filings with the Securities and Exchange
Commission. 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.
Investors:
Catalent, Inc.
Thomas Castellano, 732-537-6325
investors@catalent.com