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EX-10.1 - AMENDMENT NO. 4 TO CREDIT AGREEMENT - Catalent Pharma Solutions, Inc.d345843dex101.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 27, 2012

 

 

CATALENT PHARMA SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   333-147871   13-3523163

(State or other jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

14 Schoolhouse Road

Somerset, New Jersey

  08873
(Address of registrant’s principal executive office)   (Zip code)

(732) 537-6200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 1.01. Entry into a Material Definitive Agreement.

Amendment to Senior Secured Credit Facilities

Amendment No. 4

On April 27, 2012, Catalent Pharma Solutions, Inc. (the “Company”), certain lenders, and Morgan Stanley Senior Funding, Inc., as the administrative agent, collateral agent and swing line lender, entered into Amendment No. 4 (“Amendment No. 4”) amending the Credit Agreement, dated as of April 10, 2007, as amended by Amendment No. 1, dated as of June 1, 2011, Amendment No. 2, dated as of February 17, 2012, and Amendment No. 3 dated as of February 27, 2012, among the Company (f/k/a Cardinal Health 409, Inc.), PTS Intermediate Holdings LLC, Morgan Stanley Senior Funding, Inc., as the administrative agent, collateral agent and swing line lender and the other lenders as parties thereto (as amended, supplemented or otherwise modified, the “Credit Agreement”), in order to permit the Company to borrow an aggregate principal amount of up to $205 million of Refinancing Dollar Term-2 Loans with the consent of only the lenders agreeing to provide such Refinancing Dollar Term-2 Loans. The proceeds from the Refinancing Dollar Term-2 Loans were used to prepay in full all outstanding Non-Extended Dollar Term-1 Loans under the Credit Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement (as modified by Amendment No. 4).

The Refinancing Dollar Term-2 Loans have identical terms with, and the same rights and obligations under the Credit Agreement as, the outstanding Dollar Term-2 Loans.

Interest Rate

Borrowings of Refinancing Dollar Term-2 Loans bear interest, at the Company’s option, at a rate equal to the Eurocurrency Rate applicable to Dollar Term Loans plus 4.00%, subject to a floor of 1.25% or the Base Rate plus 3.00%, subject to a floor of 2.25%.

Amortization

The Refinancing Dollar Term-2 Loans will mature on the earlier of (i) September 15, 2017 and (ii) the 91st day prior to the maturity of the Company’s Senior Subordinated Notes or any permitted refinancing thereof; provided such Senior Subordinated Notes have an outstanding aggregate principal amount in excess of $100 million. The Company is required to repay installments on the Refinancing Dollar Term-2 Loans in quarterly installments in aggregate annual amounts equal to 1.00% of their funded total principal amount, with the remaining amount payable on the date of maturity.

Prepayments

The Refinancing Dollar Term-2 Loans contain identical mandatory and voluntary prepayments as those in the Company’s existing term loan facilities under the Credit Agreement.

Prepayment Terms, Covenants, Events of Default and Voting Arrangements

The prepayment terms, covenants, events of default and voting arrangements applicable to the Refinancing Dollar Term-2 Loans are the same as those applicable to the existing term loan facilities under the Credit Agreement.

This summary does not purport to be complete and is qualified by the actual terms of Amendment No. 4 that is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

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ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8–K is hereby incorporated by reference into this Item 2.03.

 

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following Exhibit is filed as part of this Current Report on Form 8-K.

 

Exhibit

  

Description

10.1    Amendment No. 4, dated as of April 27, 2012, relating to the Credit Agreement, dated as of April 10, 2007, as amended, among the Company, PTS Intermediate Holdings LLC, Morgan Stanley Senior Funding, Inc., as the administrative agent, collateral agent and swing line lender and other lenders as parties thereto.

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Catalent Pharma Solutions, Inc.
(Registrant)
By:  

/S/ SAMRAT S. KHICHI

Name:   Samrat S. Khichi
Title:  

Senior Vice President, Chief Administrative Officer,

General Counsel and Secretary

Dated: May 3, 2012

 

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EXHIBIT LIST

 

Exhibit

  

Description

10.1    Amendment No. 4, dated as of April 27, 2012, relating to the Credit Agreement, dated as of April 10, 2007, as amended, among the Company, PTS Intermediate Holdings LLC, Morgan Stanley Senior Funding, Inc., as the administrative agent, collateral agent and swing line lender and other lenders as parties thereto.

 

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