Market Overview

Catalent Announces Pricing of Private Offering of Senior Unsecured Notes Due 2026


Catalent, Inc. ("Catalent") (NYSE:CTLT), the leading global provider of
advanced delivery technologies and development solutions for drugs,
biologics, 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
$450.0 million in aggregate principal amount of 4.875% senior unsecured
notes due 2026 (the "Notes") at par.

The Operating Subsidiary intends to use the net proceeds from the
Private Offering to fund, in part, the purchase price of the previously
announced pending acquisition (the "Acquisition") of Cook Pharmica LLC
("Cook Pharmica"). Catalent expects to fund the balance of the purchase
price due at the closing of the Acquisition and pay related fees and
expenses with the net proceeds from the previously announced
underwritten public offering of its common stock, which closed on
September 29, 2017, of $277.4 million as well as cash on hand. The
closing of the Private Offering is not contingent upon the closing of
the Acquisition. If for any reason (i) the Acquisition is not
consummated on or prior to March 18, 2018, (ii) the Acquisition
Agreement is terminated prior to March 18, 2018, or (iii) the Operating
Subsidiary notifies the trustee in writing that it will not pursue the
consummation of the Acquisition or otherwise publicly announces that the
Acquisition will not be consummated, then the Operating Subsidiary will
be required to redeem all of the outstanding Notes for cash at a
redemption price equal to 100% of the issue price of the Notes, plus
accrued and unpaid interest to, but excluding, the redemption date. The
proceeds from the Private Offering will not be deposited into an escrow
account or otherwise segregated from the general funds of the Operating
Subsidiary pending the closing of the Acquisition or any such redemption.

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 October 18, 2017,
subject to customary closing conditions. The previously announced
anticipated amendment to the Operating Subsidiary's credit agreement
governing its senior secured credit facilities to reduce the applicable
margins and extend the maturities by three years of each of the term
loans and the revolving credit facility is also expected to be
consummated on or about the same date, subject to customary closing
conditions, although there can be no assurance that the Operating
Subsidiary will consummate the amendment on favorable terms or at all.

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

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
and shall not constitute an offer, solicitation or sale in any state or
jurisdiction in which such offer, solicitation, or sale is unlawful.

About Catalent, Inc.

Catalent, Inc. (NYSE:CTLT) is the leading global provider of advanced
delivery technologies and development solutions for drugs, biologics and
consumer health products. With over 80 years serving the industry,
Catalent has proven expertise in bringing more customer products to
market faster, enhancing product performance and ensuring reliable
clinical and commercial product supply. Catalent employs approximately
10,000 people, including over 1,400 scientists, at more than 30
facilities across five continents, and in fiscal 2017 generated over $2
billion in annual revenue. Catalent is headquartered in Somerset, New

Forward-Looking Statements

This release contains both historical and forward-looking statements,
including concerning the closing of the agreement to purchase Cook
Pharmica and the financing that Catalent intends to obtain to finance
the initial purchase price. 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 of 1933, as
amended, 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: antitrust or other regulatory actions that may delay or
interfere with the closing of the acquisition or result in other changes
to Catalent's business; other unanticipated events that may prevent a
closing of the acquisition or may make it more difficult to realize the
anticipated benefits of the transaction; inability to complete the
anticipated financing on the anticipated terms, or at all; participation
in a highly competitive market and increased competition may adversely
affect the business of Catalent or of Cook Pharmica; demand for
Catalent's or Cook Pharmica's offerings which depends in part on their
customers' research and development and the clinical and market success
of their products; product and other liability risks that could
adversely affect the results of operations, financial condition,
liquidity, and cash flows of Catalent or Cook Pharmica; failure to
comply with existing and future regulatory requirements; failure to
provide quality offerings to customers could have an adverse effect on
the 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 and Cook Pharmica; 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
and Cook Pharmica manufacture, 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 and other foreign currencies including as a result of the recent
U.K. referendum to exit from the European Union; adverse tax legislation
initiatives or challenges to Catalent's tax positions; loss of key
personnel; risks generally associated with information systems;
inability to complete any future acquisitions and other transactions
that may complement or expand the business of Catalent or divest of
non-strategic businesses or assets and Catalent's ability to
successfully integrate acquired business and realize anticipated
benefits of such acquisitions; 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; 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; exposure to interest
rate risk to the extent of Catalent's variable rate debt and 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 Exhibit 99.4 of Catalent's Form 8-K
filed September 25, 2017 with the SEC and Catalent's Annual Report on
Form 10-K for the fiscal year ended June 30, 2017, filed August 28, 2017
with the SEC. 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.

View Comments and Join the Discussion!