Item 1.01 |
Entry into a Material Definitive Agreement. |
On November 22, 2023, Catalent Pharma Solutions, Inc. (“Operating Company”), a wholly owned subsidiary of Catalent, Inc. (the “Company”), entered into Amendment No. 10 to Amended and Restated Credit Agreement (“Amendment No. 10”) by and among Operating Company, PTS Intermediate Holdings LLC (“Holdings”), the subsidiaries of Operating Company party thereto (together with Holdings, the “Guarantors”), JPMorgan Chase Bank, N.A., as the administrative agent, collateral agent, swing line lender, and letter of credit issuer, and the lenders and other parties thereto, which Amendment No. 10 amends that certain Amended and Restated Credit Agreement, dated as of May 20, 2014, among Operating Company, the Guarantors and other guarantors party thereto, JPMorgan Chase Bank, N.A., as the administrative agent, collateral agent, and swing line lender, and the lenders and other parties thereto (as amended, the “Credit Agreement”). Amendment No. 10 further extends the deadlines by which the Operating Company is required to deliver to the Administrative Agent (i) its audited financial statements as at the end of and for the fiscal year ended June 30, 2023, together with the auditor’s report and opinion on such audited financial statements, to January 26, 2024, and (ii) its unaudited financial statements as at the end of and for the fiscal quarter ending September 30, 2023 to March 13, 2024. As previously disclosed in the Company’s Current Report on Form 8-K, filed on September 28, 2023 with the Securities and Exchange Commission (the “SEC”), the Company amended its credit agreement on September 27, 2023 to initially extend these deadlines to November 27, 2023, in the case of such audited financial statements, and to January 13, 2024, in the case of such unaudited financial statements.
The foregoing description of Amendment No. 10 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 10, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 7.01 |
Regulation FD Disclosure. |
As previously reported in the Company’s Notification of Late Filing on Form 12b-25, filed on August 30, 2023 with the SEC, the Company’s Current Report on Form 8-K, filed on September 15, 2023 with the SEC, and the Company’s Notification of Late Filing on Form 12b-25, filed on November 13, 2023 with the SEC, the Company was unable to file its Annual Report on Form 10-K for the year ended June 30, 2023 (the “Form 10-K”) and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Form 10-Q”) within the prescribed periods because the Company required additional time to complete its procedures related to management’s assessment of the effectiveness of its internal controls over financial reporting as of June 30, 2023 and other closing procedures. Subsequent to filing these Form 12b-25s, the Company continued to dedicate significant resources to the completion of such procedures but was unable to file the Form 10-K by September 13, 2023 and the Form 10-Q by November 14, 2023, the end of the respective extension periods provided by each Form 12b-25. The Company continues to require additional time to complete such procedures for the fourth quarter of fiscal year 2023 and the first quarter of fiscal year 2024, including procedures related to management’s assessment of the measurement, timing and tax implications of a non-cash goodwill impairment of approximately $700 million which relates primarily to acquisitions in the Company’s Consumer Health and Biomodalities reporting units in its Pharma and Consumer Health and Biologics segments, respectively. The Company is working diligently to complete the necessary work to file the Form 10-K and continues to expect to file the Form 10-K within the six-month period granted by the NYSE to avoid delisting procedures, with the filing of the Form 10-Q promptly following the filing of the Form 10-K. However, given the additional time required to complete the procedures, including those related to the non-cash tax implications of the potential impairment charge, the Company will not be able to file the Form 10-K on or before November 27, 2023 as previously reported in its Notification of Late Filing on Form 12b-25, filed on November 13, 2023 with the SEC. Accordingly, the Company entered into Amendment No. 10 to provide the Company with additional flexibility under the Credit Agreement to deliver the aforementioned financial statements. The Company currently expects to complete the necessary work to file the 2023 Form 10-K in the near term, and continues to expect to file the Form 10-Q promptly following the filing of the 2023 Form 10-K.
Finally, based on currently available information and subject to the completion of the Company’s evaluation of the measurement, timing and tax implications of the potential impairment charge, as well as the preparation of the financial statements and assessment of the Company’s internal controls over financial reporting and completion of the audits thereof, the Company does not expect any material change to the financial results to be included in the Form 10-K compared to the financial information reported in the earnings release the Company furnished to the SEC on the Form 8-K filed with the SEC on August 29, 2023 or the financial results to be included in the Form 10-Q compared to the financial information reported in the earnings release the Company furnished to the SEC on the Form 8-K filed with the SEC on November 15, 2023, other than a non-cash tax charge related to the recognition of a partial valuation allowance on certain deferred tax assets during the three months ended September 30, 2023.