ICON plc (NASDAQ: ICLR) (“ICON”), a world-leading healthcare
intelligence and clinical research organization, today announced
the pricing of a USD 2 billion SEC-registered bond offering,
consisting of $750,000,000 5.809% Senior Secured Notes due 2027,
$750,000,000 5.849% Senior Secured Notes due 2029 and $500,000,000
6.000% Senior Secured Notes due 2034 (collectively, the
“Notes”).
The Notes will be issued by ICON’s wholly-owned subsidiary, ICON
Investments Six Designated Activity Company (the “Issuer”), and
will be guaranteed on a senior secured basis by ICON and its
existing and future wholly owned subsidiaries organized in the
United States, Ireland and the Grand Duchy of Luxembourg
(“Luxembourg”) (the “Subsidiary Guarantors” and, collectively with
ICON, the “Guarantors”), in each case that guarantee the
obligations under our senior secured U.S. dollar denominated term
loan facility and senior secured revolving credit facility
(together, the “Senior Secured Credit Facilities”) and the 2.875%
senior secured notes due 2026 issued by PRA Health Sciences, Inc.,
a wholly owned subsidiary of ICON (the “Existing Notes”). The Notes
will be senior secured obligations of the Issuer and the Guarantors
and the Notes will rank equally in right of payment to all of the
Issuer’s and Guarantors’ existing and future senior debt (including
the Senior Secured Credit Facilities and the Existing Notes) and
senior in right of payment to all of the Issuer’s and Guarantors’
existing and future subordinated debt.
The offering is expected to close on May 8, 2024, subject to the
satisfaction of customary closing conditions.
The net proceeds of the offering will be used to (i) provide
funds to the borrowers under our Senior Secured Credit Facilities,
through intercompany loans and other means, to repay a portion of
the senior secured term loans outstanding under the Senior Secured
Credit Facilities and (ii) pay fees, costs and expenses related to
the offering.
The Issuer and ICON have filed a registration statement
(including a prospectus) (“the Registration Statement”) with the
U.S. Securities and Exchange Commission (the “SEC”) and a
preliminary prospectus supplement (the “Preliminary Prospectus
Supplement”) for the Notes to which this communication relates.
Before investing, potential investors should read the Preliminary
Prospectus Supplement and prospectus in the Registration Statement,
and the other documents incorporated by reference in the
Preliminary Prospectus Supplement and the Registration Statement
for more complete information about the Issuer, ICON and the
offering. These documents may be obtained free of charge by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, a
copy of the Preliminary Prospectus Supplement may be requested by
contacting Citigroup Global Markets Inc., c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone:
(800) 831-9146, E-mail: prospectus@citi.com; HSBC Securities (USA)
Inc., (866) 811-8049; J.P. Morgan Securities LLC, 383 Madison
Avenue, New York, New York, 10179, Attention: Investment Grade
Syndicate Desk, 3rd Floor, telephone collect at 1-212-834-4533;
Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York,
New York 10036, Attention: Investment Banking Division, Facsimile:
(212) 507-8999; Santander US Capital Markets LLC, 437 Madison
Avenue, New York, NY 10022, Attention: Debt Capital Markets,
Facsimile: (212) 407-0930, E-mail: DCMAmericas@santander.us.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, including the
Notes. There shall not be any sale of the securities described
herein 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.
Reference is also made to the restrictions set out in “Important
Information” below. The distribution of this press release and
other information in connection with the offering in certain
jurisdictions may be restricted by law and persons into whose
possession any document or other information referred to herein
comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This press release contains forward-looking statements. These
statements are based on management's current expectations and
information currently available, including current economic and
industry conditions. These statements are not guarantees of future
performance or actual results, and actual results, developments and
business decisions may differ from those stated in this press
release. The forward-looking statements are subject to future
events, risks, uncertainties and other factors that could cause
actual results to differ materially from those projected in the
statements, including, but not limited to, the ability to enter
into new contracts, maintain client relationships, manage the
opening of new offices and offering of new services, the
integration of new business mergers and acquisitions, as well as
other economic and global market conditions and other risks and
uncertainties detailed from time to time in SEC reports filed by
ICON, all of which are difficult to predict and some of which are
beyond our control. For these reasons, you should not place undue
reliance on these forward-looking statements when making investment
decisions. The word "expected" and variations of such words and
similar expressions are intended to identify forward-looking
statements. Forward-looking statements are only as of the date they
are made and we do not undertake any obligation to update publicly
any forward-looking statement, either as a result of new
information, future events or otherwise. More information about the
risks and uncertainties relating to these forward-looking
statements may be found in SEC reports filed by ICON, including its
Form 20-F, the Registration Statement and certain other reports,
which are available on the SEC's website at http://www.sec.gov.
ICON plc is a world-leading healthcare intelligence and clinical
research organization. From molecule to medicine, we advance
clinical research providing outsourced services to pharmaceutical,
biotechnology, medical device and government and public health
organizations. We develop new innovations, drive emerging therapies
forward and improve patient lives. With headquarters in Dublin,
Ireland, ICON employed approximately 41,150 employees in 102
locations in 54 countries as at March 31, 2024.
Important Information
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
(“EEA”). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”);
or (ii) a customer within the meaning of Directive (EU) 2016/97 (as
amended, the “Insurance Distribution Directive”), where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Regulation (EU) 2017/1129 (as amended, the
“Prospectus Regulation”). Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs
Regulation”) for offering or selling the Notes or otherwise making
them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom. For these
purposes, (a) a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”);
(ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000 (as amended, the “FSMA”)
and any rules or regulations made under the FSMA to implement the
Insurance Distribution Directive, where that customer would not
qualify as a professional client as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the EUWA; or (iii) not a qualified investor as
defined in Article 2 of Regulation (EU) 2017/1129 as it forms part
of domestic law by virtue of the EUWA (as amended, the “UK
Prospectus Regulation”) and (b) the expression “offer” includes the
communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered
so as to enable an investor to decide to purchase or subscribe to
the Notes. Consequently, no key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law by
virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or
selling the Notes or otherwise making them available to retail
investors in the United Kingdom has been prepared and therefore
offering or selling the Notes or otherwise making them available to
any retail investor in the United Kingdom may be unlawful under the
UK PRIIPs Regulation.
ICON/ICLR-F
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version on businesswire.com: https://www.businesswire.com/news/home/20240430675153/en/
Investor Relations +1 888 381 7923 or Brendan Brennan Chief
Financial Officer +353 1 291 2000 Kate Haven Vice President
Investor Relations +1 888 381 7923 All at ICON
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