CATALENT, INC. (NYSE:CTLT) Files An 8-K Entry into a Material Definitive Agreement

CATALENT, INC. (NYSE:CTLT) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01

Entry into a Material Definitive Agreement.

Indenture and 4.75% Senior Notes due 2024

On December 9, 2016, Catalent Pharma Solutions, Inc. (the
Operating Company), a wholly owned subsidiary of Catalent, Inc.
(the Company), completed its previously announced private
offering of 380.0 million aggregate principal amount ($404.5
million U.S. dollar equivalent) of its 4.75% Senior Notes due
2024 (the Notes). The Notes are fully and unconditionally
guaranteed, jointly and severally, by all of the wholly owned
U.S. subsidiaries of the Operating Company that guarantee its
senior secured credit facilities. The Notes were issued to an
indenture, dated as of December 9, 2016 (the Indenture), by and
among the Operating Company, the subsidiary guarantors named
therein (the Guarantors), 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 Notes and the related guarantees were offered in the United
States to qualified institutional buyers in reliance on Rule 144A
under the Securities Act of 1933, as amended (the Securities
Act), and outside the United States only to non-U.S. investors to
Regulation S under the Securities Act.

The Notes will mature on December 15, 2024. Interest on the Notes
accrues at the rate of 4.75% per annum and is payable
semi-annually in arrears on June15 and December15 of each year,
beginning on June 15, 2017.

The Notes are unsecured senior obligations of the Operating
Company and will rank equally in right of payment with all of its
existing and future unsubordinated indebtedness, rank senior in
right of payment to any of its future indebtedness that expressly
provides for its subordination to the Notes, be structurally
subordinated to all of the existing and future indebtedness and
other liabilities of its subsidiaries that are not guarantors of
the Notes, and be effectively subordinated to all of its existing
and future secured indebtedness to the extent of the value of the
assets securing such indebtedness (including obligations under
the Operating Companys senior secured credit facilities). The
guarantees will be unsecured senior obligations of the Guarantors
and will rank equally in right of payment with all existing and
future unsubordinated indebtedness of the Guarantors, rank senior
to any future indebtedness of the Guarantors that expressly
provides for its subordination to the guarantees, and be
effectively subordinated to all existing and future secured
indebtedness of the Guarantors to the extent of the value of the
assets securing such indebtedness (including the Guarantors
guarantees of the Operating Companys obligations under its senior
secured credit facilities). The Notes are not guaranteed by
either PTS Intermediate Holdings LLC or the Company, the direct
and indirect parent companies of the Operating Company.

The Operating Company may redeem some or all of the Notes prior
to December 15, 2019 at a redemption price equal to 50% of the
principal amount of the Notes redeemed plus the Applicable
Premium (as defined in the Indenture), plus accrued and unpaid
interest, if any, to, but excluding, the date of redemption. The
Operating Company may redeem some or all of the Notes on or after
December 15, 2019 at redemption prices specified in the
Indenture, plus accrued and unpaid interest to the redemption
date. In addition, at any time prior to December 15, 2019, the
Operating Company may redeem up to 40% of the aggregate principal
amount of the Notes with funds in an aggregate amount not
exceeding the net cash proceeds from certain equity offerings at
a redemption price equal to 104.75% of the principal amount of
the Notes to be redeemed, plus accrued and unpaid interest, if
any, to, but excluding, the redemption date. In the event of
certain developments affecting taxation, the Operating Company
may redeem all, but not less than all, of the Notes.

Upon the occurrence of a Change of Control (as defined in the
Indenture), the Operating Company must make an offer to
repurchase all of the outstanding Notes at a price in cash equal
to 101% of the aggregate principal amount thereof, plus accrued
and unpaid interest up to, but excluding, the repurchase date.

The Indenture contains covenants that, among other things, limit
the ability of the Operating Company and its restricted

subsidiaries to (i) incur or guarantee more debt or issue certain
preferred shares, (ii) pay dividends on, repurchase or make
distributions in respect of their capital stock or make other
restricted payments, (iii) make certain investments, (iv) sell
certain assets, (v) create liens, (vi) consolidate, merge, sell
or otherwise dispose of all or substantially all of their assets,
(vii) enter into certain transactions with their affiliates, and
(viii) designate their subsidiaries as unrestricted subsidiaries.
These covenants are subject to a number of exceptions,
limitations and qualifications as set forth in the Indenture.

The Indenture also contains customary events of default
including, but not limited to, nonpayment, breach of covenants,
and payment or acceleration defaults in certain other
indebtedness of the Operating Company or certain of its
subsidiaries. Upon an event of default, either the holders of at
least 30% in principal amount of the then-outstanding Notes or
the Trustee may declare the Notes immediately due and payable, or
in certain circumstances, the Notes automatically will become due
and immediately payable.

The foregoing descriptions of the Indenture and the Notes are
qualified in their entirety by reference to the actual terms of
the respective documents. Copies of the Indenture and the form of
the Notes are attached as Exhibits 4.1 and 4.2 hereto,
respectively, and each is incorporated by reference herein.

Second Amendment to the Amended and Restated Credit
Agreement

On December 9, 2016, the Operating Company, PTS Intermediate
Holdings LLC, Morgan Stanley Senior Funding, Inc., as
administrative agent, collateral agent and swing line lender and
the lenders party thereto, entered into the Second Amendment (the
Second Amendment) to the Amended and Restated Credit Agreement,
dated as of May 20, 2014 (as the same has been amended,
supplemented or otherwise modified prior to December 9, 2016, and
as further amended by the Second Amendment, the senior secured
credit facilities). The Second Amendment lowers the interest
rates applicable to the U.S. dollar-denominated and
euro-denominated term loans under the senior secured credit
facilities. The new applicable rate for U.S. dollar-denominated
term loans is LIBOR (subject to a floor of 1.00%) plus 2.75%,
which is 0.50% lower than the previous rate (and which amendment
also eliminates step pricing based on a measure of the Operating
Companys total leverage ratio), and the new applicable rate for
euro-denominated term loans is LIBOR (subject to a floor of
1.00%) plus 2.50%, which is 0.75% lower than the previous rate
(and for which step pricing has also been eliminated).

The Second Amendment also includes a prepayment premium of 1.0%
in the event of another repricing event (as defined in the Second
Amendment) on or before the six-month anniversary of the Second
Amendment. There is no change to maturities or covenants as a
result of the Second Amendment.

Certain of the agents and lenders providing funding or other
services under the senior secured credit facilities, as well as
certain of their affiliates, have, from time to time, provided
investment banking and financial advisory services to the
Operating Company and/or its affiliates for which they have
received customary fees and commissions. Such agents and lenders
may provide these services from time to time in the future.

The foregoing description of the Second Amendment is qualified in
its entirety by reference to the actual terms of the agreement.

A copy of the Second Amendment is attached as Exhibit 10.1
hereto, and is incorporated by reference herein.


Item2.03
Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth above under Item 1.01 of this Current
Report on Form 8-K is incorporated by reference into this
Item2.03.


Item8.01
Other Items.

On December 12, 2016, the Company issued a press release
announcing that the Operating Company has completed the Second
Amendment. The full text of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.


Item9.01
Financial Statements and Exhibits.


(d)
Exhibits.


Exhibit No.


Description

4.1 Indenture, dated December 9, 2016, by and among Catalent
Pharma Solutions, Inc., the subsidiary guarantors named
therein, 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.
4.2 Form of 4.75% Senior Notes due 2024 (included as part of
Exhibit 4.1 above).
10.1 Amendment No. 2 to Amended and Restated Credit Agreement,
dated as of December 9, 2016, by and among Catalent Pharma
Solutions, Inc., PTS Intermediate Holdings LLC, Morgan
Stanley Senior Funding, Inc., as administrative agent,
collateral agent and swing line lender and the lenders party
thereto, which amends that certainAmended and Restated Credit
Agreement, dated as of May 20, 2014 (as amended), by and
among Catalent Pharma Solutions, Inc., PTS Intermediate
Holdings LLC, Morgan Stanley Senior Funding, Inc. and
JPMorgan Chase Bank, N.A., as L/C Issuers, the other lenders
party thereto and the other agents party thereto.
99.1 Press Release of Catalent, Inc., dated December 12, 2016,
announcing the completion of the repricing of the term loans
under senior secured credit facilities.


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.

CATALENT, INC. (NYSE:CTLT) Recent Trading Information

CATALENT, INC. (NYSE:CTLT) closed its last trading session 00.00 at 24.54 with 690,668 shares trading hands.

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