PRA Holdings, Inc. (“PRA Holdings”), a wholly-owned subsidiary of
PRA Health Sciences, Inc. (“PRA”) (NASDAQ: PRAH), today announced
that it has commenced a cash tender offer for up to $75
million aggregate principal amount (the “Maximum Tender Amount”) of
its 9.500% Senior Notes due 2023 (referred to below as the
“notes”). Approximately $225 million in aggregate principal amount
of the notes is currently outstanding.
The tender offer is being made pursuant to an “Offer to
Purchase” dated today, which sets forth a more comprehensive
description of the terms of the offer. The table below sets forth
information with respect to the notes and the tender offer.
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Aggregate |
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Principal |
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Early |
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CUSIP |
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Amount |
|
Tender Offer |
|
Tender |
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Total |
Title
of Notes |
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Number |
|
Outstanding |
|
Consideration (1) |
|
|
Payment(1) |
|
Consideration(1)(2) |
|
|
72348W
AA7 / |
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|
9.500% Senior Notes due
2023 |
|
U7230P
AA6 |
|
$225.0
million |
|
$ |
1,080 |
|
|
$ |
50 |
|
$ |
1,130 |
|
(1) Per $1,000 principal amount of notes tendered and accepted
for purchase.
(2) Includes the Early Tender Payment.
The tender offer is scheduled to expire at 11:59 p.m., New York
City time, on March 16, 2016 (unless extended or earlier
terminated, the “expiration date”). Holders of notes must validly
tender and not validly withdraw their notes at or before the early
tender date, which is 5:00 p.m., New York City time, on March 2,
2016, unless extended, to receive the “Total Consideration.”
The Total Consideration payable for each $1,000 principal amount
of notes validly tendered at or before the early tender date and
accepted for payment is equal to $1,130. Holders who tender
their notes after the early tender date will, if such notes are
purchased by us, receive the “Tender Offer Consideration,” which is
the Total Consideration minus an early tender payment of $50 per
$1,000 principal amount of notes, which will be payable promptly
following the expiration date. In addition to the Total
Consideration or Tender Offer Consideration, as applicable, holders
of notes accepted for payment will receive accrued and unpaid
interest from the last interest payment date for the notes to, but
not including, the settlement date. It is anticipated that the
settlement date will be March 17, 2016.
Notes tendered may be validly withdrawn only at or before the
withdrawal date, which is 5:00 p.m., New York City time, on March
2, 2016, and notes tendered after the withdrawal date and before
the expiration of the tender offer may not be withdrawn, except as
may be required by law.
PRA Holdings may elect to accept for purchase prior to the
expiration of the tender offer all notes validly tendered on or
before the early tender date up to the Maximum Tender Amount.
The tender offer may be subject to proration if the aggregate
principal amount of the notes validly tendered and not validly
withdrawn would exceed the Maximum Tender Amount.
PRA Holdings has retained Citigroup Global Markets Inc. to serve
as dealer manager for the tender offer. PRA Holdings has
retained Global Bondholder Services Corporation to serve as the
depositary and the information agent for the tender offer. Requests
for documents may be directed to Global Bondholder Services
Corporation by phone at (866) 794-2200 or (212) 430-3774 or in
writing at 65 Broadway – Suite 404, New York, New York 10006.
Questions regarding the tender offer may be directed to Citigroup
Global Markets Inc. by phone at (212) 723-6106 or (800)
558-3745.
The tender offer is subject to the satisfaction of certain
conditions. If any of the conditions is not satisfied, PRA Holdings
is not obligated to accept for payment, purchase or pay for, and
may delay the acceptance for payment of, any tendered notes, in
each event subject to applicable laws, and may terminate the tender
offer. The tender offer is not conditioned on the tender of a
minimum principal amount of notes. PRA Holdings is not soliciting
consents from holders of notes in connection with the tender offer.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell the notes or any other securities.
The tender offer is made only by and pursuant to the terms of the
Offer to Purchase and the related Letter of Transmittal and the
information in this press release is qualified by reference to the
Offer to Purchase and the related Letter of Transmittal. None of
PRA Holdings, the dealer manager, the depositary, the tender agent
or the information agent makes any recommendations as to whether
holders should tender their notes pursuant to the tender offer.
Holders must make their own decisions as to whether to tender
notes, and, if so, the principal amount of notes to tender.
About PRA
PRA is one of the world's leading global contract research
organizations, or CROs, by revenue, providing outsourced clinical
development services to the biotechnology and pharmaceutical
industries. PRA’s global clinical development platform includes
approximately 70 offices across North America, Europe, Asia, Latin
America, South Africa, Australia and the Middle East and
approximately 12,000 employees worldwide. Since 2000, PRA has
performed approximately 3,300 clinical trials worldwide and has
worked on more than 100 marketed drugs across several therapeutic
areas. In addition, PRA has participated in the pivotal or
supportive trials that led to U.S. Food and Drug Administration or
international regulatory approval of more than 60 drugs.
PRA has therapeutic expertise in areas that are among the
largest in pharmaceutical development, including oncology, central
nervous system, inflammation and infectious diseases. PRA believes
that it provides its clients with one of the most flexible clinical
development service offerings, which includes both traditional,
project-based Phase I through Phase IV services, as well as
embedded and functional outsourcing services. PRA has invested in
medical informatics and clinical technologies designed to enhance
efficiencies, improve study predictability and provide better
transparency to clients throughout their clinical development
processes. To learn more about PRA, please visit www.prahs.com.
Forward Looking Statements
This press release contains forward-looking statements that
reflect, among other things, PRA’s current expectations and
anticipated results of operations, all of which are subject to
known and unknown risks, uncertainties and other factors that may
cause PRA’s actual results, performance or achievements, market
trends or industry results to differ materially from those
expressed or implied by such forward-looking statements. Therefore,
any statements contained herein that are not statements of
historical fact may be forward-looking statements and should be
evaluated as such. Without limiting the foregoing, the words
“anticipates,” “believes,” “estimates,” “expects,” “intends,”
“may,” “plans,” “projects,” “should,” “targets,” “will” and the
negative thereof and similar words and expressions are intended to
identify forward-looking statements. Actual results may differ
materially from PRA’s expectations due to a number of factors,
including without limitation, that most of PRA’s contracts may be
terminated on short notice, and PRA may be unable to maintain large
customer contracts or to enter into new contracts; PRA’s financial
results may be adversely affected if PRA underprices its contracts,
overruns its cost estimates or fails to receive approval for or
experiences delays in documenting change orders; the historical
indications of the relationship of PRA’s backlog to revenues may
not be indicative of their future relationship; PRA may be unable
to maintain its information systems or effectively update them;
customer or therapeutic concentration could harm PRA’s business;
PRA’s business is subject to risks associated with international
operations, including economic, political and other risks, such as
compliance with a myriad of laws and regulations, complications
from conducting clinical trials in multiple countries
simultaneously and changes in exchange rates; the market for PRA’s
services may not grow as PRA expects; government regulators or
PRA’s customers may limit the scope of prescription or withdraw
products from the market, and government regulators may impose new
regulatory requirements or may adopt new regulations affecting the
biopharmaceutical industry; PRA may be unable to successfully
develop and market new services or enter new markets; PRA’s failure
to perform services in accordance with contractual requirements,
regulatory standards and ethical considerations may subject it to
significant costs or liability, which could also damage its
reputation and cause it to lose existing business or not receive
new business; PRA’s services are related to treatment of human
patients, and it could face liability if a patient is harmed; PRA
may be unable to successfully identify, acquire and integrate
businesses, services and technologies; PRA has substantial
indebtedness and may incur additional indebtedness in the future,
which could adversely affect PRA’s financial condition; and other
risk factors that are set forth in PRA’s filings with the
Securities and Exchange Commission, including PRA’s most recent
Annual Report on Form 10-K for the fiscal year ended December 31,
2014. PRA undertakes no obligation to update any
forward-looking statement after the date of this release, whether
as a result of new information, future developments or
otherwise, except as may be required by applicable law.
Contact
PRA Health Sciences, Inc.
Christine Rogers
919-786-8463
rogerschristine@prahs.com
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