Catalent, Inc. (“Catalent”) (NYSE: CTLT), the leading global
provider of advanced delivery technologies, development, and
manufacturing solutions for drugs, biologics, cell and gene
therapies, and consumer health products, today announced that its
wholly owned subsidiary, Catalent Pharma Solutions, Inc. (the
“Operating Subsidiary”), priced a private offering (the “Private
Offering”) of €825.0 million in aggregate principal amount ($903.4
million U.S. dollar equivalent) of 2.375% senior unsecured notes
due 2028 (the “Notes”) at par, which represents an increase of
€375.0 million ($410.6 million U.S. dollar equivalent) from the
offering size previously announced.
The Operating Subsidiary intends to use the net proceeds from
the Private Offering to (i) redeem in full its euro-denominated
4.750% senior notes due 2024, plus any accrued and unpaid interest
thereon, (ii) repay all outstanding euro-denominated term loans
under its senior secured credit facilities, plus any accrued and
unpaid interest thereon, (iii) pay related fees and expenses, and
(iv) provide cash on its balance sheet for general corporate
purposes, including capital expenditures.
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 Private Offering is exempt from the registration
requirements of the Securities Act of 1933, as amended (the
“Securities Act”). 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 sale of the Notes is expected to be consummated on March 2,
2020, subject to customary closing conditions.
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 described above and shall not constitute an offer,
solicitation or sale in any state or other jurisdiction in which
such offer, solicitation, or sale would be unlawful. This press
release does not constitute a notice of redemption under the
Indenture, or an offer to tender for, or purchase, any of the 2024
Notes or any other security.
About Catalent
Catalent, Inc. (NYSE: CTLT) is the leading global provider of
advanced delivery technologies, development, and manufacturing
solutions for drugs, biologics, cell and gene therapies, and
consumer health products. With over 85 years serving the industry,
Catalent has proven expertise in bringing more customer products to
market faster, enhancing product performance and ensuring reliable
global clinical and commercial product supply. Catalent employs
over 13,000 people, including over 2,400 scientists and
technicians, at more than 35 facilities, and in fiscal year 2019
generated over $2.5 billion in annual revenue. Catalent is
headquartered in Somerset, New Jersey. For more information, visit
www.catalent.com.
Forward-Looking Statement Notice
This release contains both historical and forward-looking
statements, including statements regarding the Private Offering and
plans, projections and estimates regarding the use of proceeds from
the Private Offering. 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 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: participation in a highly
competitive market and increased competition may adversely affect
Catalent’s business; demand for Catalent’s offerings, which depends
in part on Catalent’s customers’ research and development and the
clinical and market success of their products; product and other
liability risks that could adversely affect Catalent’s results of
operations, financial condition, liquidity and cash flows; failure
to comply with existing and future regulatory requirements; failure
to provide quality offerings to customers could have an adverse
effect on Catalent’s 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; 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 manufactures, 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 against other currencies; adverse tax, legislative or
regulatory initiatives or challenges or adjustments to Catalent’s
tax positions; loss of key personnel; risks generally associated
with information systems; inability to complete any future
acquisition or other transaction that may complement or expand
Catalent’s business or divestment of non-strategic businesses or
assets and difficulties in successfully integrating acquired
businesses and realizing anticipated benefits of such acquisitions;
risks associated with timely and successfully completing, and
correctly anticipating the future demand predicted for, capital
expansion projects at our existing or any acquired facilities,
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
or labor difficulties, which could increase costs or result in
operational disruptions; 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 Catalent’s Annual Report on Form 10-K
for the fiscal year ended June 30, 2019, filed August 27, 2019. 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.
This communication is only being distributed to and is only
directed at (i) persons who are outside the United Kingdom, (ii)
persons who are investment professionals falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”), (iii) persons
falling within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Order, or (iv) persons to
whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and
Markets Act 2000) in connection with the issue or sale of any
securities may otherwise lawfully be communicated or cause to be
communicated (all such persons together being referred to as
“relevant persons”). The investments to which this press release
relates are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such
securities will be engaged in only with, relevant persons. Any
person who is not a relevant person should not act or rely on this
press release or any of its contents.
The offer and sale of the Notes will be made pursuant to an
exception under Regulation (EU) 2017/1129 (the “Prospectus
Regulation”) from the requirement to produce a prospectus for
offers of securities. This press release does not constitute a
prospectus within the meaning of the Prospectus Regulation or an
offer to the public.
Manufacturer target market (MIFID II product governance) is
eligible counterparties and professional clients only (all
distribution channels). No PRIIPs key information document (KID)
has been prepared as not available to retail investors in the
European Economic Area or the United Kingdom.
IN CONNECTION WITH THIS OFFERING, J.P. MORGAN SECURITIES PLC (OR
PERSONS ACTING ON BEHALF OF J.P. MORGAN SECURITIES PLC) MAY OVER
ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NOTES, IN EACH CASE AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILIZATION WITH RESPECT
TO THE NOTES MAY NOT NECESSARILY OCCUR. ANY STABILIZATION ACTION
MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE
OF THE FINAL TERMS OF THE OFFERING IS MADE AND, IF BEGUN, MAY CEASE
AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS
AFTER THE DATE ON WHICH WE RECEIVED THE PROCEEDS FROM THE OFFERING
AND SALE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT
OF THE NOTES.
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version on businesswire.com: https://www.businesswire.com/news/home/20200220005763/en/
Catalent, Inc. Investors: Paul Surdez, 732-537-6325
investors@catalent.com
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