Catalent, Inc. (“Catalent”) (NYSE: CTLT), the leading global
provider of advanced delivery technologies, development, and
manufacturing solutions for drugs, biologics, cell and gene
therapies, and consumer health products, today announced that its
wholly owned subsidiary, Catalent Pharma Solutions, Inc. (the
“Operating Subsidiary”), priced a private offering (the “Private
Offering”) of $550 million in aggregate principal amount of 3.125%
senior unsecured notes due 2029 (the “Notes”) at par, which
represents an increase of $75 million from the offering size
previously announced.
The Operating Subsidiary intends to use the net proceeds from
the Private Offering to (i) redeem in full its 4.875% senior notes
due 2026 (the “2026 Notes”), plus any accrued and unpaid interest
thereon, (ii) pay related fees and expenses, and (iii) provide cash
on its balance sheet for general corporate purposes, including
capital expenditures.
The Notes will be guaranteed by all of the wholly owned U.S.
subsidiaries of the Operating Subsidiary that guarantee its senior
secured credit facilities. The Notes will not be guaranteed by PTS
Intermediate Holdings, LLC or Catalent, the direct and indirect
parent companies of the Operating Subsidiary.
The Private Offering is exempt from the registration
requirements of the Securities Act of 1933, as amended (the
“Securities Act”). The Notes will be offered and sold to persons
reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act and to certain non-U.S.
persons outside the United States pursuant to Regulation S under
the Securities Act.
The sale of the Notes is expected to be consummated on February
22, 2021, subject to customary closing conditions.
The Notes have not been and will not be registered under the
Securities Act or applicable state securities laws and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state laws.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the Notes or any other
securities described above and shall not constitute an offer,
solicitation or sale in any state or other jurisdiction in which
such offer, solicitation, or sale would be unlawful. This press
release does not constitute a notice of redemption under the
Indenture, or an offer to tender for, or purchase, any of the 2026
Notes or any other security.
About Catalent
Catalent, Inc. (NYSE: CTLT), an S&P 500® Company, is the
leading global provider of advanced delivery technologies,
development, and manufacturing solutions for drugs, biologics, cell
and gene therapies, and consumer health products. With over 85
years serving the industry, Catalent has proven expertise in
bringing more customer products to market faster, enhancing product
performance and ensuring reliable global clinical and commercial
product supply. Catalent employs over 14,000 people, including over
2,400 scientists and technicians, at more than 40 facilities across
four continents, and in fiscal year 2020 generated over $3 billion
in annual revenue. Catalent is headquartered in Somerset, New
Jersey. For more information, visit www.catalent.com.
Forward-Looking Statement Notice
This release contains 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 Securities Exchange Act of 1934, as amended.
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 Catalent’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 Catalent’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 Catalent’s and its clients’
businesses; participation in a highly competitive market and
increased competition that may adversely affect Catalent’s
business; demand for Catalent’s offerings, which depends in part on
Catalent’s customers’ research and development and the clinical and
market success of their products; product and other liability risks
that could adversely affect Catalent’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 Catalent’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 Catalent; 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 Catalent 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, including as a result of the
U.K.’s exit from the European Union; adverse tax, legislative or
regulatory initiatives or challenges or adjustments to Catalent’s
tax positions; loss of key personnel; risks generally associated
with information systems; inability to complete any future
acquisitions or other transactions that may complement or expand
Catalent’s business or divest of non-strategic businesses or assets
and difficulties in successfully integrating acquired businesses
and realizing anticipated benefits of such acquisitions; risks
associated with timely and successfully completing, and correctly
anticipating the future demand predicted for, capital expansion
projects at existing or any acquired facilities, offerings and
customers’ products that may infringe on the intellectual property
rights of third parties; environmental, health and safety laws and
regulations, which could increase costs and restrict operations;
labor and employment laws and regulations or labor difficulties,
which could increase costs or result in operational disruptions;
additional cash contributions required to fund Catalent’s existing
pension plans; substantial leverage resulting in the limited
ability of Catalent to raise additional capital to fund operations
and react to changes in the economy or in the industry; and
exposure to interest-rate risk to the extent of Catalent’s
variable-rate debt preventing Catalent from meeting its obligations
under its indebtedness. For a more detailed discussion of these and
other factors, see the information under the caption “Risk Factors”
in Catalent’s Annual Report on Form 10-K for the fiscal year ended
June 30, 2020, filed August 31, 2020. All forward-looking
statements speak only as of the date of this release or as of the
date they are made, and Catalent does not undertake to update any
forward-looking statement as a result of new information or future
events or developments except to the extent required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20210210005965/en/
Catalent, Inc. Investor Contact: Paul Surdez, 732-537-6325
investors@catalent.com
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