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Item 1.01
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Entry into a Material Definitive Agreement.
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On June 10, 2020, Catalent, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and between the Company and RBC Capital Markets, LLC (the “Underwriter”), relating to an underwritten offering (the “Offering”) of 8,912,500 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, which includes up to 1,162,500 Shares which may be offered and sold upon the exercise by the Underwriter of its 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 June 11, 2020. Pursuant to the Underwriting Agreement, the Underwriter purchased the Shares at a price of $70.72 per share in a transaction that was completed on June 15, 2020.
The underwriting agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification of the Underwriter 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 Underwriter and its affiliates have performed, and may in the future perform, various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses. An affiliate of the Underwriter is a lender under the Company’s senior secured credit facilities, for which it has received and may expect to receive customary compensation. In addition, an affiliate of the Underwriter will receive a portion of the net proceeds of the Offering, which the Company is using to repay borrowings under its 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.