Item 1.01 Conclusion of a Material Definitive Agreement
At September 29, 2021 (the “Closing Date”), Catalent Pharma Solutions, Inc. (the “Operating Company”), a wholly owned subsidiary of Catalent, Inc. (the “Company”), has entered into its previously announced private offer of $ 650 million
aggregate principal amount of its 3.500% Senior Notes due 2030 (the “Notes”). The Notes are fully and unconditionally guaranteed, jointly and severally, by all of the we subsidiaries of the Operating company that back up its senior secured credit facilities. The notes were issued under a trust deed dated September 29, 2021 (the “act”), by and among the Operating company, the subsidiary guarantors named therein (the “guarantors”), and Deutsche Bank Trust Company Americas, as a trustee (the “Trustee”).
The Notes and related collateral were offered in United States to persons reasonably suspected of being qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside United States to persons reasonably suspected of being non-US investors in accordance with Regulation S of the Securities Act.
The notes will expire on April 1, 2030. Interest on the Notes accrues at the rate of 3.500% per annum and is payable semi-annually in arrears on April 1 and
October 1st of each year, from April 1, 2022.
The operating company intends to use the proceeds from the sale of the Notes to finance a portion of the purchase price of the previously announced acquisition of Bettera Holdings, LLC and to pay related fees, costs and expenses, any remaining proceeds from the offering to be used for general corporate purposes.
The Notes are senior unsecured obligations of the Operating company and will rank equally in payment rights with all of its existing and future unsubordinated debts, rank higher in payment rights than any of its future debts which expressly provides for its subordination to the Notes, be structurally subordinated to all existing and future debts debt and other liabilities of its subsidiaries which are not guarantors of the Notes, and be effectively subordinated to all of its existing and future guaranteed debts up to the value of the assets guaranteeing this debt (including including obligations under Operating company senior secured credit facilities). The guarantees will be priority unsecured obligations of the Guarantors and will rank equally in right of payment with all existing and future unsubordinated debts of the Guarantors, priority in right of payment over any future debt of the Guarantors which expressly provides for its subordination to the guaranteed, and be effectively subordinated to all existing and future guaranteed debts of the Guarantors up to the value of the assets securing these debts (including the guarantees of the Guarantors of the Operating company obligations under its senior secured credit facilities). Tickets are not guaranteed by PTS Intermediate Holdings LLC
(“Holdings”) or the Company, the direct and indirect parent companies of the
Operating company. The Securities and guarantees rank equal to Operating company Existing 5.00% Senior Bonds due 2027, 2.375% Senior Bonds due 2028, 3.125% Senior Bonds due 2029, and associated guarantees.
The operating company may reimburse all or part of the Tickets before April 1, 2025
at a redemption price equal to 100% of the principal amount of the redeemed Notes plus the “Applicable Premium” (as defined in the Deed of Trust), plus accrued and unpaid interest, if any, up to, but excluding, the repayment date.
The operating company may redeem all or part of the Notes on or after April 1, 2025 at the redemption prices specified in the Deed, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date. In addition, at any time before April 1, 2025, the Operating company may redeem up to 40% of the total principal amount of the Notes with funds in an aggregate amount not exceeding the net cash proceeds of certain share offerings at a redemption price equal to 103.500% of the principal amount notes to be reimbursed, plus accrued and unpaid interest, if any, up to, but excluding, the date of reimbursement.
In the event of a change of control (as defined in the trust deed), the
Operating company must make an offer to buy back all Notes in circulation at a cash price equal to 101% of the total principal amount thereof, plus accrued and unpaid interest up to, but excluding, the date of redemption.
The deed contains restrictive clauses which, among other things, limit the capacity of the Operating company and its restricted subsidiaries to (i) incur or guarantee more debt or issue certain preferred shares, (ii) pay dividends on, redeem or make distributions on 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 affiliates as unrestricted affiliates. These commitments are subject to a number of exceptions, limitations and reservations as set out in the act.
The deed also contains customary events of default, including, but not limited to, non-payment, breach of covenants, and defaults or acceleration in certain other debts of the Operating company or some of its subsidiaries. In the event of default, either the holders of at least 30% of the principal amount of the Notes then outstanding or the Trustee may declare the Notes immediately due and payable, or in certain circumstances the Notes will automatically become due and immediately payable.
The foregoing descriptions of the Indenture and the Notes are qualified in their entirety by reference to the actual terms of the respective documents. Copies of the Indenture and the Form of the Notes are attached as Schedules 4.1 and 4.2 hereto, respectively, and each is incorporated by reference herein.
Amendment to the credit agreement
At the closing date, the Operating company entered into amendment n ° 6 to the amended and updated credit agreement (“rider n ° 6”) by and between the
Operating company, Holdings, the subsidiaries of Operating company party to it (with Holdings, the “loan guarantors”), JP Morgan Chase Bank, NA, as administrative agent, guarantee agent, lender of lines of credit and issuer of letters of credit, and the lenders and other parties to them, amendment 6 amending this agreement of amended and updated credit, dated May 20, 2014, from Operating company, Holdings, the other guarantors of the loans which are parties to it, JP Morgan Chase Bank, NA, as administrative agent, guarantee agent and online lender, and lenders and other parties to them (as amended by amendment No.1 dated December 1, 2014, amendment n ° 2 dated December 9, 2016, amendment n ° 3 dated October 18, 2017, amendment n ° 4 dated May 17, 2019, amendment n ° 5 dated February 22, 2021, and Amendment n ° 6, the “Credit Agreement”). In accordance with amendment 6, the
Operating company incurred a supplement $ 450 million aggregate principal of additional term loans (the “Additional Term Loans”) under its Term Loan Facility (the “B-3 Term Dollar Facility”). Additional term loans are on the same terms as existing term loans under the Dollar Term B-3 facility, and additional term loans and existing term loans under the Dollar Term B-3 facility are processed. as a single fungible category of term loans. The additional term loans are guaranteed by Holdings and all major wholly-owned domestic subsidiaries of the Operating company, and the Operating company and the loan guarantors have pledged substantially all of their assets as security for loans and other credit extensions under the credit agreement, including additional term loans.
The foregoing description of Amendment 6 and related supplementary term loans is not intended to be complete and is subject to, and qualified in its entirety by, the full text of Amendment 6, which is attached to present as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a
Off-balance sheet disposition of a registrant.
The information set out above in Item 1.01 of this current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01 Financial statements and supporting documents.
4.1 Indenture, dated September 29, 2021, by and among Catalent Pharma
Solutions, Inc., the subsidiary guarantors named therein, and Deutsche
Bank Trust Company Americas, as trustee.
4.2 Form of 3.500% Senior Notes due 2030 (included as part of Exhibit
10.1 Amendment No. 6 to Amended and Restated Credit Agreement, dated as
of September 29, 2021, by and among Catalent Pharma Solutions, Inc.,
PTS Intermediate Holdings LLC, JP Morgan Chase Bank, N.A., as the
administrative agent, collateral agent, swing line lender, and letter
of credit issuer, and the lenders and other parties thereto, which
amends that certain Amended and Restated Credit Agreement, dated as of
May 20, 2014 (as amended), by and among Catalent Pharma Solutions,
Inc., PTS Intermediate Holdings LLC, JP Morgan Chase Bank, N.A., as
the successor administrative agent, collateral agent, swing line
lender, and letter of credit issuer, and the lenders and other parties
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