Notes Offering
On September 23, 2021, 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 2030 (the “Notes”). The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Operating Company is also in the process of amending its credit agreement (the “Amendment”) governing its senior secured credit facilities to, among other things, incur additional incremental term loans (the “Incremental Term Loans”) under its term loan facility (the “Dollar Term B-3 Facility”) in an aggregate amount of up to $450 million. The Operating Company expects that the Incremental Term Loans will be on the same terms as, and will be fungible and treated as a single class of term loans with, the existing term loans under its Dollar Term B-3 Facility.
The Operating Company intends to use the proceeds from the Private Offering, together with the Incremental Term Loan proceeds and cash on hand, to fund the purchase price for its previously announced acquisition of Bettera Holdings, LLC (the “Bettera Acquisition”) and to pay related fees, costs, and expenses. The Bettera Acquisition is not conditioned on the consummation of the Private Offering or the Amendment, and neither the Private Offering nor the Amendment is contingent on the consummation of the Bettera Acquisition.
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 before completion.
The information furnished in this Form 8-K pursuant to Item 8.01, including the information contained in Exhibit 99.1, 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 exhibit attached hereto contain both historical and forward-looking statements, including statements regarding the Bettera Acquisition, the Amendment, the Private Offering, and plans, projections and estimates regarding the use of proceeds from the Amendment and 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 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 the Company’s expectations and projections. Some of the factors that could cause actual results to differ include, but are not limited to, the following: the current or future effects of the COVID-19 pandemic on the Company’s or its clients’ or suppliers’ businesses, participation in a highly competitive market and increased competition may adversely affect the Company’s business; demand for the Company’s offerings which depends in part on its customers’ research and development and the clinical and market success of their products; product and other liability risks that could adversely affect the Company’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 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 Company’s operations; 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 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