Attached files
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| EX-5.1 - EXHIBIT 5.1 - Patheon N.V. | s001150x13_ex5-1.htm |
As filed with the Securities and Exchange Commission on July 20, 2016
Registration No. 333-204789
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 6
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PATHEON N.V.
(Exact Name of Registrant as Specified in Its Charter)
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The Netherlands
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2834
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98-1153534
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(State or Other Jurisdiction
of Incorporation or Organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification Number) |
Herengracht 483
1017BT, Amsterdam
The Netherlands
+31 (0)20 622 3243
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Eric Sherbet
General Counsel and Secretary
111 Speen St, Suite 550
Framingham, Massachusetts 01701
(508) 620-2510
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
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Andrea Nicolas
Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000 |
Deanna Kirkpatrick
Shane Tintle Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer ☒
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(Do not check if a smaller reporting company)
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Smaller reporting company o
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CALCULATION OF REGISTRATION FEE
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Title of Each Class
of Securities to be Registered |
Amount to be
Registered(2) |
Proposed Maximum
Offering Price per Share(1) |
Proposed Maximum
Aggregate Offering Price(1)(2) |
Amount of
Registration Fee |
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Ordinary shares, par value €0.01 per share
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35,060,976
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$22.00
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$771,341,472
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$77,674(3)
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| (1) | Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act. |
| (2) | Includes offering price of shares that the underwriters have the option to purchase. |
| (3) | Previously paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 6 is being filed for the purposes of filing Exhibits 5.1 and 23.3 herewith. No changes or additions are being made hereby to the Prospectus constituting Part I or items 13, 14, 15 or 17 of Part II of the Registration Statement (not included herein).
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and financial statement schedules.
| a. | The Exhibit Index is hereby incorporated herein by reference. |
| b. | All schedules have been omitted because they are not required, are not applicable or the information is otherwise set forth in the Consolidated Financial Statements and related notes thereto. |
II-1
Signatures
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, NY, on the 20th day of July, 2016.
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Patheon N.V.
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By:
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/s/ James C. Mullen
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Name:
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James C. Mullen
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Title:
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.
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Signature
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Title
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Date
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/s/ JAMES C. MULLEN
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Chief Executive Officer
(Principal Executive Officer) |
July 20, 2016
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James C. Mullen
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/s/ STUART GRANT
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Executive Vice President and Chief Financial Officer
Director (Principal Financial Officer) |
July 20, 2016
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Stuart Grant
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/s/ DEAN WILSON
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Vice President and Corporate Controller
(Principal Accounting Officer) |
July 20, 2016
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Dean Wilson
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*
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Paul Levy
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Director
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July 20, 2016
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*
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Daniel Agroskin
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Director
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July 20, 2016
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*
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Stephan Tanda
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Director
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July 20, 2016
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*
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Hugh Welsh
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Director
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July 20, 2016
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*
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Philip Eykerman
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Director
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July 20, 2016
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*
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William B. Hayes
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Director
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July 20, 2016
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*
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Hans Peter Hasler
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Director
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July 20, 2016
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*
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Pamela Daley
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Director
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July 20, 2016
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*
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Jeffrey P. McMullen
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Director
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July 20, 2016
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*
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Gary Pisano
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Director
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July 20, 2016
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/s/ ERIC SHERBET
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Eric Sherbet
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Authorized Representative in the United States
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July 20, 2016
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| * | Pursuant to Power of Attorney |
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By:
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/s/ Eric Sherbet
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Eric Sherbet
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II-2
Exhibit index
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Exhibit
Number |
Description
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1.1**
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Form of Underwriting Agreement
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3.1**
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Articles of association of Patheon Holdings Coöperatief U.A.
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3.2**
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Form of amended and restated articles of association of Patheon N.V. to be in effect prior to completion of this offering
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5.1
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Opinion of De Brauw Blackstone Westbroek N.V.
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10.1**
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Indenture, dated as of February 5, 2014, between DPX Holding B.V. and Wells Fargo Bank, National Association, as trustee
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10.2**
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Supplemental Indenture, dated March 11, 2014, to the Indenture dated as of February 5, 2014, between DPX Holding B.V., the guarantors named therein and Wells Fargo Bank, National Association, as trustee
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10.3**
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Second Supplemental Indenture, dated March 11, 2014, to the Indenture dated as of February 5, 2014, between DPX Holding B.V., the guarantors named therein and Wells Fargo Bank, National Association, as trustee
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10.4**
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Third Supplemental Indenture, dated November 17, 2014, to the Indenture dated as of February 5, 2014, between DPX Holding B.V., the guarantors named therein and Wells Fargo Bank, National Association, as trustee
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10.5**
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Fourth Supplemental Indenture, dated November 17, 2014, to the Indenture dated as of February 5, 2014, between DPX Holding B.V., the guarantors named therein and Wells Fargo Bank, National Association, as trustee
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10.6**
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Fifth Supplemental Indenture, dated March 31, 2015, to the Indenture dated as of February 5, 2014, between DPX Holding B.V., the guarantors named therein and Wells Fargo Bank, National Association, as trustee
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10.7**
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Sixth Supplemental Indenture, dated March 31, 2015, to the Indenture dated as of February 5, 2014, between DPX Holding B.V., the guarantors named therein and Wells Fargo Bank, National Association, as trustee
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10.8**
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Seventh Supplemental Indenture, dated January 14, 2016, to the Indenture dated as of February 5, 2014 between DPX Holding B.V., the guarantors named therein and Wells Fargo Bank, National Association, as trustee
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10.9**
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Indenture, dated as of May 6, 2015, between JLL/Delta Dutch Pledgeco B.V. and The Bank of New York Mellon, as trustee
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10.10**
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Supplemental Indenture, dated January 14, 2016 between the Registrant, JLL/Delta Pledgeco B.V. and The Bank of New York Mellon, as trustee
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10.11**
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Credit Agreement, dated as of March 11, 2014, among the Registrant, the lending institutions from time to time party thereto, UBS AG Stamford branch, as administrative agent, collateral agent, LC Issuer and Swing Line lender, JPMorgan Chase Bank, N.A, as syndication agent and an LC Issuer, Jeffries Finance LLC, KeyBank National Association and Morgan Stanley Senior Funding, Inc., as co-documentation agents, UBS AG Stamford branch, J.P. Morgan Securities LLC, Jeffries Finance LLC, KeyBank National Association and Morgan Stanley Senior Funding, Inc., as joint Lead-arrangers; UBS Securities LLC, J.P. Morgan Securities LLC, Barclays Bank PLC, Jeffries Finance LLC, KBCM Bridge LLC, Morgan Stanley Senior Funding, Inc. and Sumitomo Mitsui Banking Corp., as joint bookrunners
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10.12**
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First Amendment to the Credit Agreement, dated September 29, 2014
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10.13**
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Second Amendment to the Credit Agreement, dated March 31, 2015
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10.14**
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Third Amendment to the Credit Agreement, dated January 8, 2016
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10.15**
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Form of Shareholders’ Agreement, among the Registrant, JLL Patheon Co-Investment Fund L.P., Koninklijke DSM N.V. and JLL/Delta Patheon Holdings, L.P. to be in effect prior to completion of this offering
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†10.16**
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Form of Patheon N.V. 2016 Omnibus Equity Incentive Plan
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†10.17**
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Amended and Restated Executive Employment Agreement dated February 7, 2011, between the Registrant and James Mullen
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†10.18**
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Executive Employment Agreement dated November 1, 2014, between the Registrant and Eric Sherbet
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†10.19**
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Executive Employment Agreement dated January 25, 2011, between the Registrant and Stuart Grant
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†10.20**
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Amendment to Executive Employment Agreement dated May 19, 2014, between the Registrant and Stuart Grant
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II-3
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Exhibit
Number |
Description
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†10.21**
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Executive Employment Agreement dated May 9, 2011, between the Registrant and Michael E. Lytton
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†10.22**
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Executive Employment Agreement dated July 24, 2013, between the Registrant and Lucas Utiger
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†10.23**
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Amendment to Executive Employment Agreement dated March 4, 2014, between the Registrant and Lucas Utiger
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10.24**
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Form of Directors and Officers Indemnification Agreement
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10.25**
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Biologics Agreement, dated January 29, 2016, among the Registrant and JLL Patheon Co-Investment L.P., Koninklijke DSM N.V. and JLL/Delta Patheon Holdings, L.P.
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10.26**
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Form of non-executive director appointment letter
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†10.27**
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Form of Non-Employee Director Restricted Share Unit Award Agreement under the Patheon N.V. 2016 Omnibus Incentive Plan
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†10.28**
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Form of Non-Employee Director Deferred Share Unit Award Agreement under the Patheon N.V. 2016 Omnibus Incentive Plan
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†10.29**
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Form of Restricted Share Unit Award Agreement under the Patheon N.V. 2016 Omnibus Incentive Plan
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21.1**
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Subsidiaries of the Registrant
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23.1**
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Consent of Ernst & Young LLP, independent registered public accountants
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23.2**
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Consent of Ernst & Young Accountants LLP, independent auditors
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23.3
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Consent of De Brauw Blackstone Westbroek N.V. (included in Exhibit 5.1)
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99.1**
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Consent of Paul Levy, to be named as a director
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99.2**
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Consent of Daniel Agroskin, to be named as a director
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99.3**
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Consent of Stephan Tanda, to be named as a director
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99.4**
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Consent of Hugh Welsh, to be named as a director
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99.5**
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Consent of Philip Eykerman, to be named as a director
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99.6**
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Consent of William Hayes, to be named as a director
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99.7**
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Consent of Hans Hasler, to be named as a director
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99.8**
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Consent of Pamela Daley, to be named as a director
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99.9**
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Consent of Jeffrey P. McMullen, to be named as a director
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99.10**
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Consent of Gary Pisano, to be named as a director
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| ** | Previously filed. |
| † | Management contracts and compensatory plans or arrangements. |
II-4