Item 1.01
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Entry into a Material Definitive Agreement.
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On June 27, 2019, Catalent Pharma Solutions, Inc. (the Operating Company), a wholly owned subsidiary of Catalent, Inc. (the
Company), completed its previously announced private offering of $500.0 million aggregate principal amount of its 5.00% Senior Notes due 2027 (the Notes). The Notes are fully and unconditionally guaranteed, jointly and
severally, by all of the wholly owned U.S. subsidiaries of the Operating Company that guarantee its senior secured credit facilities. The Notes were issued pursuant to an indenture, dated as of June 27, 2019 (the Indenture), by and
among the Operating Company, the subsidiary guarantors named therein (the Guarantors), and Deutsche Bank Trust Company Americas, as trustee.
The Notes and the related guarantees were offered in the United States to persons reasonably believed to be qualified institutional buyers in reliance on Rule
144A under the Securities Act of 1933, as amended (the Securities Act), and outside the United States to persons reasonably believed to be
non-U.S.
investors pursuant to Regulation S under the
Securities Act.
The Notes will mature on July 15, 2027. Interest on the Notes accrues at the rate of 5.00% per annum and is payable semi-annually in
arrears on January 15 and July 15 of each year, beginning on January 15, 2020.
The Operating Company intends to use the net proceeds from
the sale of the Notes to (i) repay in full the outstanding borrowings under its U.S. dollar-denominated term loans that mature in May 2024 under its senior secured credit facilities, plus any accrued and unpaid interest thereon, (ii) pay
related fees and expenses, and (iii) provide cash on its balance sheet for general corporate purposes.
The Notes are unsecured senior obligations of
the Operating Company and will rank equally in right of payment with all of its existing and future unsubordinated indebtedness, rank senior in right of payment to any of its future indebtedness that expressly provides for its subordination to the
Notes, be structurally subordinated to all of the existing and future indebtedness and other liabilities of its subsidiaries that are not guarantors of the Notes, and be effectively subordinated to all of its existing and future secured indebtedness
to the extent of the value of the assets securing such indebtedness (including obligations under the Operating Companys senior secured credit facilities). The guarantees will be unsecured senior obligations of the Guarantors and will rank
equally in right of payment with all of the Guarantors existing and future unsubordinated indebtedness, senior in right of payment to any future indebtedness of the Guarantors that expressly provides for its subordination to the guarantees,
and be effectively subordinated to all existing and future secured indebtedness of the Guarantors to the extent of the value of the assets securing such indebtedness (including the Guarantors guarantees of the Operating Companys
obligations under its senior secured credit facilities). The Notes are not guaranteed by either PTS Intermediate Holdings LLC or the Company, the direct and indirect parent companies of the Operating Company. The Notes and the guarantees rank
equally to the Operating Companys existing 4.75% Senior Notes due 2024 and 4.875% Senior Notes due 2026 and related guarantees.
The Operating
Company may redeem some or all of the Notes prior to July 15, 2022 at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium (as defined in the Indenture), plus accrued and unpaid interest, if
any, to, but excluding, the date of redemption. The Operating Company may redeem some or all of the Notes on or after July 15, 2022 at the redemption prices specified in the Indenture, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date. In addition, at any time prior to July 15, 2022, the Operating Company may redeem up to 40% of the aggregate principal amount of the Notes with funds in an aggregate amount not exceeding the net cash proceeds
from certain equity offerings at a redemption price equal to 105.00% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Upon the occurrence of a Change of Control (as defined in the Indenture), the Operating Company must make an offer to repurchase all of the outstanding Notes
at a price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but excluding, the repurchase date.
The
Indenture contains covenants that, among other things, limit the ability of the Operating Company and its restricted subsidiaries to (i) incur or guarantee more debt or issue certain preferred shares, (ii) pay dividends on, repurchase, or
make distributions in respect of their capital stock or make other restricted payments, (iii) make certain investments, (iv) sell certain assets, (v) create liens, (vi) consolidate, merge, sell, or otherwise dispose of all or
substantially all of their assets, (vii) enter into certain transactions with their affiliates, and (viii) designate their subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of exceptions, limitations, and
qualifications as set forth in the Indenture.