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Item 1.01
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Entry into a Material Definitive Agreement.
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On February 3, 2020, Catalent, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company and J.P. Morgan Securities LLC and UBS Securities LLC (collectively, the “Underwriters”), relating to an underwritten offering (the “Offering”) of 9,712,837 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, which includes up to 1,266,891 Shares which may be offered and sold upon the exercise by the Underwriters of their option to purchase additional shares of Common Stock, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-233756), filed on September 13, 2019, as supplemented by the prospectus supplement dated February 3, 2020. Pursuant to the Underwriting Agreement, the Underwriters purchased the Shares at a price of $58.58 per share in a transaction that was completed on February 6, 2020.
The underwriting agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification of the Underwriters by the Company for certain liabilities, including liabilities under the Securities Act of 1933, as amended.
From time to time, in the ordinary course of their business, the Underwriters or their respective affiliates have performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses. Certain of the Underwriters or their respective affiliates are agents and/or lenders under our senior secured credit facilities, for which they have received or expect to receive customary compensation. In addition, such Underwriters or their respective affiliates may receive a portion of the net proceeds of the Offering, which we are using to repay borrowings under our revolving credit facility.
The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.
A copy of the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP relating to the validity of the issuance and sale of shares of the Company’s common stock pursuant to the underwriting agreement is also filed herewith as Exhibit 5.1. The underwriting agreement and the opinion filed herewith are incorporated by reference into the above referenced registration statement on Form S-3.