Catamaran Announces Pricing of $500 Million Senior Notes Offering
SCHAUMBURG, IL, March 7, 2014 /PRNewswire/ - Catamaran Corporation ("Catamaran") (NASDAQ: CTRX) (TSX: CCT), announced today that it has agreed to sell $500 million aggregate principal amount of 4.75% senior notes due 2021 in an underwritten public offering under its effective shelf registration statement in the United States under the Securities Act of 1933 and its amended and restated base shelf prospectus in Canada under National Instrument 44-102—Shelf Distributions. The offering is expected to close on or about March 12, 2014, subject to customary closing conditions.
Catamaran intends to use the net proceeds from the offering to repay all outstanding indebtedness under its senior secured revolving credit facility and for general corporate purposes. The senior notes will be guaranteed by Catamaran's wholly-owned subsidiaries that guarantee obligations under its senior secured credit facility.
BofA Merrill Lynch, J.P. Morgan and SunTrust Robinson Humphrey are acting as joint book-running managers for the offering, Barclays, Citigroup and Morgan Stanley are acting as senior co-managers for the offering, and Credit Agricole CIB, Credit Suisse, Fifth Third Securities, Mizuho Securities, PNC Capital Markets LLC and TD Securities are acting as co-managers for the offering.
The offering is being made under Catamaran's effective shelf registration statement in the United States under the Securities Act of 1933 and its amended and restated base shelf prospectus in Canada under National Instrument 44-102—Shelf Distributions. Information about the offering is available in the prospectus supplement filed with the U.S. Securities and Exchange Commission (the "SEC") and the prospectus supplement to the base shelf prospectus filed with the Canadian securities regulatory authorities in each Canadian province, other than Québec. Copies of the preliminary prospectus supplement and accompanying prospectus relating to this offering may be obtained from BofA Merrill Lynch, 222 Broadway, 11th Floor, New York, NY 10038, Attention: Prospectus Department, or by email at firstname.lastname@example.org. You may also obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov or in Canada through SEDAR at www.sedar.com.
The offering of these securities is being made solely by means of a prospectus supplement and the accompanying prospectus. This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Catamaran, one of the industry's fastest-growing pharmacy benefits managers, helps organizations and the communities they serve take control of prescription drug costs. Managing more than 350 million prescriptions each year on behalf of over 32 million members, our flexible, holistic solutions improve patient care and empower individuals to take charge of their health. Processing a significant percentage of prescription claims in the U.S., Catamaran's skill and scale deliver compelling financial results and sustainable improvement in the overall health of members. Catamaran is headquartered in Schaumburg, Ill. with multiple locations in the U.S. and Canada.
Use of Forward-Looking Statements
Certain statements included herein constitute "forward-looking statements" within the meaning of applicable securities laws and are subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. We caution that such forward-looking statements involve known and unknown risks, uncertainties and other risks that may cause our actual financial results, performance, or achievements to be materially different from our estimated future results, performance or achievements expressed or implied by those forward-looking statements. Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation, our ability to achieve increased market acceptance for our product offerings and penetrate new markets; our ability to compete successfully; our dependence on, and ability to retain, key customers; customer demands for enhanced services levels or possible loss or unfavorable modification of contracts with our customers; the risks and challenges associated with our PBM partnering agreement with Cigna Corporation due to the size of the client and the complexity and term of the agreement; consolidation in the healthcare industry; our ability to identify and complete acquisitions, manage our growth, integrate acquisitions and achieve expected synergies from acquisitions; changes in industry pricing benchmarks and continuing market and economic challenges; our ability to maintain our relationships with pharmacy providers, pharmaceutical manufacturers, third-party rebate administrators and suppliers; compliance with existing laws, regulations and industry initiatives and future change in laws or regulations in the healthcare industry; our ability to maintain our relationships with suppliers; the outcome of any legal or tax proceeding that has been or may be instituted against us; the existence of undetected errors or similar problems in our software products; potential liability for the use of incorrect or incomplete data; interruption of our operations due to outside sources and breach of our security by third parties; our dependence on the expertise of our senior management and other personnel; maintaining our intellectual property rights and litigation involving intellectual property rights; our ability to obtain, use or successfully integrate third-party licensed technology; our ability to accurately forecast our financial results; our level of indebtedness and the covenants and restrictions in the agreements governing our outstanding indebtedness; our access to sufficient capital to fund our future requirements; potential write-offs of goodwill or other intangible assets; and the material weakness identified in our internal control over financial reporting. The foregoing list of factors is not exhaustive and is subject to change. Other factors that should be considered are discussed from time to time in Catamaran's filings with the U.S. Securities and Exchange Commission, including the risks and uncertainties discussed under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K and subsequent Form 10-Qs, which are available at www.sec.gov. Investors are cautioned not to put undue reliance on forward-looking statements. All subsequent written and oral forward-looking statements attributable to Catamaran or persons acting on our behalf are expressly qualified in their entirety by this notice. We disclaim any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS RELEASE REPRESENTS THE COMPANY'S CURRENT EXPECTATIONS AND, ACCORDINGLY, IS SUBJECT TO CHANGE. HOWEVER, THE COMPANY EXPRESSLY DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW.