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News Nov 18, 2017

Shearman & Sterling Advises Banks in Connection With Financing for $950 Million Acquisition by Catalent of Cook Pharmica

Shearman & Sterling represented Morgan Stanley, J.P. Morgan, RBC Capital Markets, and BofA Merrill Lynch as underwriters of Catalent’s primary public offering of 7,354,250 shares of common stock (including the full exercise of the underwriters’ option to purchase 959,250 additional shares) at a public offering price of $39.10 per share. Shearman & Sterling also advised Morgan Stanley, J.P. Morgan, RBC Capital Markets and BofA Merrill Lynch as initial purchasers of Catalent Pharma Solutions’ (an indirect wholly owned subsidiary of Catalent) $450 million notes offering, consisting of 4.875% senior notes due 2026. Catalent used the net proceeds from each of the offerings to fund, in part, the purchase price of the previously announced acquisition of Cook Pharmica.

Concurrently with the offerings, Shearman & Sterling also advised Morgan Stanley Senior Funding as the lead arranger and sole lead bookrunner to amend Catalent Pharma Solutions’ credit agreement to reduce the applicable margins and extend the maturities by three years of each of the term loans and the revolving credit facility.

Catalent is the leading global provider of advanced delivery technologies and development solutions for drugs, biologics and consumer and animal health products.  

The Shearman & Sterling team included partners Merritt Johnson (New York-Capital Markets) and Maura O’Sullivan (New York-Finance Group); counsel Nathan Wood (Menlo Park-Finance Group); and associates Rupa Briggs, Sean Dougherty, Daniel Yao (all New York-Capital Markets), Lisseth Rincon (New York-Finance), and Kerry Murphy (New York-Corporate). Other key members of the team included partners Kristen Garry (Washington, DC-Tax) and Kenneth Laverriere (New York-Compensation, Governance & ERISA); counsel Mehran Massih (London-Real Estate) and Jennifer Morton (New York-Financial Institutions Advisory & Financial Regulatory); and associates Michael Daly (Washington, DC-Tax), Jenny Jordan (New York-Financial Institutions Advisory & Financial Regulatory), Jake Glazeski (New York-Compensation, Governance & ERISA), and Rebecca Ross(New York-Corporate).