Patheon N.V. (NYSE:PTHN) Files An 8-K Entry into a Material Definitive Agreement

Patheon N.V. (NYSE:PTHN) Files An 8-K Entry into a Material Definitive Agreement

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ITEM 1.01 Entry into a Material Definitive Agreement

On April 20, 2017, Patheon Holdings I B.V. (Parent Borrower), a
subsidiary of Patheon N.V., entered into Amendment No. 4 and
Refinancing Amendment No. 1 (the Fourth Amendment) to make
certain amendments to the credit agreement governing Parent
Borrowers senior secured credit facilities (the credit
agreement so amended, the Amended Credit Agreement), including
extending certain maturities and commitments and refinancing
portions of such senior secured credit facilities. to the
Fourth Amendment, the Parent Borrowers existing term loans were
refinanced with new term loans (the Tranche B Term Loans)
consisting of (i) Tranche B Dollar Term Loans in an aggregate
initial principal amount of approximately $1.133 billion, and
(ii) Tranche B Euro Term Loans in an aggregate initial
principal amount of approximately 463.1 million. The Tranche B
Term Loans will mature on April 20, 2024. The Fourth Amendment
also refinanced and extended the availability of certain of the
Parent Borrowers existing revolving commitments and added
additional revolving commitments (together the Tranche B
Commitments). The Tranche B Commitments are comprised of (i)
additional revolving commitments in an aggregate principal
amount of $50.0 million, and (ii) extended revolving
commitments in an aggregate principal amount of $112.9 million.
The Tranche B Commitments will terminate on April 20, 2024. The
Parent Borrowers existing revolving commitments that were not
refinanced as Tranche B Commitments remain in effect in an
aggregate principal amount of $87.1 million and will terminate
on March 11, 2019 (the Tranche A Commitments). The Tranche A
Commitments and Tranche B Commitments (together the Revolving
Facility) total $250.0 million, of which up to $75.0 million is
available for letters of credit.
Interest under the Tranche B Dollar Term Loans is payable, at
Parent Borrowers option, either at a base rate (subject to a
floor of 2.0% and based on the highest of the prime rate, the
overnight federal funds rate plus of 1.0% or the one-month
LIBOR rate plus 1.0%) plus an applicable margin of 2.25% per
annum or a LIBOR-based rate (subject to a floor of 1.0%) plus
an applicable margin of 3.25% per annum. The applicable margin
with respect to Tranche B Dollar Term Loans that are base rate
loans will be reduced to 2.0% and the applicable margin with
respect to Tranche B Dollar Term loans that are LIBOR-based
loans will be reduced to 3.0%, in each case, if Parent Borrower
achieves, and for so long as Parent Borrower maintains, a
B2/Stable credit rating or better from Moodys Investors
Service, Inc.
Interest under the Tranche B Euro Term Loans is payable at a
LIBOR-based rate (subject to a floor of 1.0%) plus an
applicable margin of 3.0% per annum.
Interest under both the Tranche A Commitments and the Tranche B
Commitments of the Revolving Facility is payable, at Parent
Borrowers option, either at a base rate (based on the highest
of the prime rate, the overnight federal funds rate plus of
1.0%, or the one-month LIBOR rate plus 1.0%) plus an applicable
margin of 2.25% per annum or a LIBOR-based rate (subject to a
floor of 0.00%) plus an applicable margin of 3.25% per annum.
The commitment fee with respect to the Tranche A Commitments
and the Tranche B Commitments is set at 0.50% per annum on the
unused portion of the Revolving Facility with a step down to
0.375% with a First Lien Leverage Ratio (as defined in the
Amended Credit Agreement) of less than or equal to 3.00 to
1.00.
Interest is payable, in the case of loans bearing interest
based on LIBOR at the end of each interest period set forth in
the Amended Credit Agreement (but at least every three months)
and, in the case of loans bearing interest based on the base
rate, quarterly in arrears.
The Amended Credit Agreement contains other customary terms,
including (i) representations, warranties and affirmative
covenants, (ii) negative covenants (in addition to
limitations on distributions and the requirement to maintain
the First Lien Leverage Ratio levels prescribed in the Amended
Credit Agreement), such as limitations on indebtedness, liens,
mergers, acquisitions, asset sales, investments, prepayments of
subordinated debt, and transactions with affiliates, in each
case subject to baskets, thresholds and other exceptions, and
(iii) events of default, such as for non-payment, breach of
other covenants, misrepresentations, cross default to other
debt, change in control, bankruptcy events, ERISA events,
unsatisfied judgments and actual or asserted invalidity of
guarantees or security documents.
ITEM 9.01
Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this report:
Exhibit Number
Description
10.1
Amendment No. 4 and Refinancing Amendment No. 1 to Credit
Agreement and Incremental Revolving Credit Assumption
Agreement dated as of April 20, 2017, by and among Patheon
Holdings I B.V., the other credit parties party thereto,
the lending institutions party thereto and Credit Suisse
AG, as successor administrative agent to UBS AG, Stamford
Branch


About Patheon N.V. (NYSE:PTHN)

Patheon N.V. is a provider of outsourced pharmaceutical development and manufacturing services. The Company’s segments include Drug Product Services (DPS), Pharmaceutical Development Services (PDS) and Drug Substance Services (DSS). The DPS segment is engaged in manufacturing and packaging for approved prescription, over-the-counter (OTC) and nutritional products. The PDS segment provides a range of formulation, production and technical services from the early stages of a product’s development to regulatory approval, as well as for new formulations of approved products for lifecycle extension. The DSS segment provides small molecule active pharmaceutical ingredient (API) and outsourced manufacturing solutions for large molecule biological API from early development through commercial scale production. It provides an integrated range of API and finished drug product services to its customers, from formulation development to clinical and commercial-scale manufacturing.

Patheon N.V. (NYSE:PTHN) Recent Trading Information

Patheon N.V. (NYSE:PTHN) closed its last trading session up +0.24 at 25.74 with 1,125,182 shares trading hands.

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