Notes Offering
On February 19, 2020, 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 ($492.8 million U.S. dollar equivalent) of senior unsecured notes due 2028 (the “Notes”). The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
There can be no assurance that the Operating Company will be able to complete the Private Offering on terms and conditions favorable to it or at all, and the Operating Company may decide to not pursue the Private Offering 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.
Conditional Redemption of 2024 Notes
In connection with the Private Offering, on February 19, 2020, the Operating Company delivered a notice for the conditional redemption of all of its currently outstanding euro-denominated 4.750% Senior Notes due 2024 (the “2024 Notes”) pursuant to the indenture, dated as of December 9, 2016 (the “Indenture”), among the Operating Company, the guarantors party thereto from time to time, Deutsche Trustee Company Limited, as trustee, Deutsche Bank, AG, London Branch, as principal paying agent, and Deutsche Bank Luxembourg S.A., as transfer agent and registrar.
The redemption of the 2024 Notes is subject to, and conditioned upon, the Operating Company having completed the Private Offering on terms and conditions satisfactory to the Operating Company yielding aggregate gross proceeds to the Operating Company sufficient to (i) fund the redemption of all currently outstanding 2024 Notes (including all payments of principal, premium and interest as described therein) and (ii) pay all discounts, fees and expenses incurred in connection with the Private Offering (the “Redemption Condition”). The redemption date for the 2024 Notes is March 2, 2020 (the “Redemption Date”), provided that the Redemption Date may be extended by the Operating Company pending satisfaction of the Redemption Condition. If the Redemption Date is not delayed, the 2024 Notes will be redeemed at a redemption price equal to 102.375% of the principal amount thereof, plus accrued and unpaid interest to the Redemption Date.
This current report on Form 8-K 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.
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 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 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: participation in a highly competitive market and increased competition may adversely affect the business of the Company; demand for the Company’s offerings, which depends in part on the Company’s 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 Company’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 the Company; 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 tax legislative or regulatory initiatives or challenges or adjustments to the Company’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