Press release
ICON Announces Private Offering of Senior Secured Notes
DUBLIN--(BUSINESS WIRE)-- ICON plc (NASDAQ: ICLR) (“ICON”) announced today in connection with the proposed acquisition by ICON of PRA Health Sciences, Inc.
About this update from Icon Plc
[{"type":"text","content":" DUBLIN--(BUSINESS WIRE)--\n\nICON plc (NASDAQ: ICLR) (“ICON”) announced today in connection with the proposed acquisition by ICON of PRA Health Sciences, Inc. (“PRA”) pursuant to which Indigo Merger Sub, Inc., a wholly owned subsidiary of ICON (“Merger Sub”) will merge with and into PRA (the “Merger”), with PRA surviving the Merger, that Merger Sub intends to offer $500 million aggregate principal amount of Senior Secured Notes due 2026 and $1,515 million aggregate principal amount of Senior Secured Notes due 2028 (collectively, the “Notes”) in a private offering (the “Offering”), subject to market and other conditions.\n\nICON intends to use the proceeds from the Offering, together with cash on hand and borrowings made under a proposed new credit facilities to be entered into in connection with the closing of the Merger, to (i) fund the cash consideration payable by ICON for the Merger, (ii) refinance and repay certain existing indebtedness of ICON, its subsidiaries and PRA (the “Refinancing”) and (iii) pay fees and expenses related to the Merger, the Refinancing and the Offering. Upon the consummation of the Merger, the Notes will be guaranteed on a senior secured basis by ICON and certain of its direct and indirect subsidiaries that will guarantee the new credit facilities.\n\nThis press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes (and the guarantees) or any other securities or a solicitation of any vote or approval, nor will there be any sale of the Notes (or any guarantees) or any other securities in any state or other 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 other jurisdiction. The Notes (and the guarantees) will be offered and sold in reliance on an exemption from the registration requirements provided by Rule 144A under the Securities Act of 1933 (the “Securities Act”) and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. None of the Notes or related guarantees have been registered under the Securities Act or the securities laws of any state or other jurisdiction, and the Notes (and such guarantees) may not be offered or sold in the United States absent registration or an applicable exemption from the ...