CATALENT, INC. (NYSE:CTLT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On September26, 2016, Catalent, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company and Morgan Stanley& Co. LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), relating to an underwritten offering (the “Offering”) of 7,354,250 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, which includes the exercise in full by the Underwriters of their option to purchase up to 959,250 additional shares of Common Stock, to the Company’s Registration Statement on Form S-3 (File No.333-211872), filed on June6, 2016, as supplemented by the prospectus supplement dated September26, 2017. to the Underwriting Agreement, the Underwriters purchased the Shares at a price of $37.87 per share in a transaction that was completed on September29, 2017.
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 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.
Item 1.01 Financial Statements and Exhibits.
|
Exhibit No. |
Description |
| 1.1 | Underwriting Agreement, dated September 26, 2017, between the Company, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named in Schedule I thereto. |
| 5.1 | Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP relating to the Common Stock. |
2
EXHIBIT LIST
|
Exhibit No. |
Description |
| 1.1 | Underwriting Agreement, dated September 26, 2017, between the Company, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named in Schedule I thereto. |
| 5.1 | Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP relating to the Common Stock. |
3
Catalent, Inc. ExhibitEX-1.1 2 d455304dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION Catalent,…To view the full exhibit click here
About CATALENT, INC. (NYSE:CTLT)
Catalent, Inc. provides delivery technologies and development solutions for drugs, biologics, and consumer and animal health products. Its segments include Softgel Technologies, Drug Delivery Solutions and Clinical Supply Services. The Softgel Technologies segment is engaged in the formulation, development and manufacturing of prescription and consumer health soft capsules or softgels. The Drug Delivery Solutions segment is engaged in the formulation, development and manufacturing of prescription and consumer and animal health products; blow-fill seal unit dose manufacturing; biologic cell line development; analytical and bioanalytical development, and testing services. The Clinical Supply Services segment is engaged in manufacturing, packaging, labeling, storage, distribution and inventory management for clinical trials of drugs and biologics for patient kits; FastChain clinical supply service; clinical e-solutions and informatics, and global comparator sourcing services.
