PAREXEL International Corporation Announces $720 Million Senior Notes Offering by West Street Merger Sub, Inc.
August 07 2017 - 9:00AM
Business Wire
PAREXEL International Corporation (the “Company” or “PAREXEL”)
(NASDAQ:PRXL) today announced that West Street Merger Sub,
Inc. (“Merger Sub”), an affiliate of Pamplona Capital
Management (the “Investor”), formed in connection with the
previously announced proposed acquisition of the Company by certain
investment funds affiliated with the Investor pursuant to the
Agreement and Plan of Merger, dated as of June 19,
2017 (the “Merger Agreement”), by and among the
Company, West Street Parent, LLC, a Delaware limited
liability company, and Merger Sub (the “Merger”), intends to
offer $720 million in aggregate principal amount of its
Senior Notes due 2025 (the “Notes”), subject to market and other
conditions. Merger Sub intends to use the net proceeds from this
offering, together with borrowings under the Company’s new term
loan facility and cash equity contributions by certain investment
funds affiliated with the Investor, to (i) finance the consummation
of the Merger and other transactions contemplated by the Merger
Agreement, including amounts payable thereunder, (ii) repay in full
all outstanding indebtedness under the Company’s existing credit
facilities, (iii) fund the redemption of all of the Company’s
existing notes and (iv) pay related fees, costs, premiums and
expenses in connection with these transactions. Upon consummation
of the Merger, Merger Sub will merge with and into the Company,
with the Company continuing as the surviving corporation.
Merger Sub will deposit (or cause to be deposited) the gross
proceeds of the offering of the Notes into a segregated escrow
account until the date that certain escrow release conditions,
including the consummation of the Merger, have been satisfied. The
Notes will be senior unsecured obligations of Merger Sub. Upon the
release of the proceeds from escrow, the Company will assume the
obligations under the Notes and the Notes will initially be
guaranteed by certain of the Company’s subsidiaries on a senior
unsecured basis.
The Notes and the related guarantees will be offered to persons
reasonably believed to be qualified institutional buyers in
accordance with Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”), and to non-U.S. persons
outside the United States pursuant to Regulation S under
the Securities Act. The Notes and the related guarantees have not
been registered under the Securities Act or any state or other
jurisdiction’s securities laws. Accordingly, the Notes may not be
offered or sold in the United States absent registration
or an applicable exemption from registration requirements under the
Securities Act and any applicable state or other jurisdiction’s
securities laws.
This press release is being issued pursuant to Rule 135c under
the Securities Act, and is neither an offer to sell nor a
solicitation of an offer to buy any securities and shall not
constitute an offer to sell or a solicitation of an offer to buy,
or a sale of any securities in any jurisdiction in which such
offer, solicitation or sale is unlawful.
Forward-Looking Statements
This release contains “forward-looking” statements regarding
future results and events, including, without limitation,
statements regarding expected financial results, future growth and
customer demand. For this purpose, any statements contained herein
that are not statements of historical fact may be deemed
forward-looking statements. Without limiting the foregoing, the
words “believes,” “anticipates,” “plans,” “expects,” “intends,”
“appears,” “estimates,” “projects,” “will,” “would,” “could,”
“should,” “targets,” and similar expressions are also intended to
identify forward-looking statements. The forward-looking statements
in this release involve a number of risks and uncertainties. The
Company’s actual future results may differ materially from the
results discussed in the forward-looking statements contained in
this release. Important factors that might cause such a difference
include, but are not limited to, risks associated with: the loss,
modification, or delay of large or multiple contracts or a
strategic partner; unfavorable economic and financial market
conditions; risks arising from the restructuring of our operations;
the fixed price nature of our contracts or our failure to document
changes to work orders; our ability to attract suitable
investigators and volunteers for our clinical trials; our reliance
on third parties and the transportation industry for important
services; our ability to maintain continuous, effective, reliable
and secure operation of computer hardware, software and internet
applications and related tools and functions; our exposure to
international economic and political risks, including war or
hostilities, changes in tax laws including those affecting
repatriation of profits, difficulty in staffing and managing
widespread operations, unfavorable labor regulations, changes in
foreign currency exchange rates and maintenance of an effective
compliance program to ensure compliance with regulatory and legal
requirements applicable to our business in different jurisdictions,
including the U.S. Foreign Corrupt Practices Act (the “FCPA”) and
similar worldwide anti-corruption laws; our ability to retain our
highly qualified management and technical personnel; our ability to
protect our intellectual property rights; fluctuations in our
quarterly operating results, which could have a material effect on
our business; our ability to realize backlog as service revenue;
fluctuations in our effective income tax rate, which may affect our
earnings and earnings per share; the results of regulatory tax
examinations; impairment of our goodwill or intangible assets;
changes to our computer operating systems, programs or software;
system interruptions or failures, including cyber-security
breaches; our failure to comply with applicable privacy laws,
security laws, regulations and standards; our ability to manage
substantial expansion in our business and to successfully execute
our acquisition strategies and successfully integrate acquired
businesses; our ability to achieve and maintain effective internal
control in accordance with Section 404 of the Sarbanes-Oxley Act of
2002 and delays in completing our internal control audit and
financial audit; economic factors and industry trends affecting the
pharmaceutical and biotechnology industries; the loss of business
from a significant client; the intense competition in our industry;
our ability to keep pace with rapid technological changes; changes
in governmental regulation of the drug, medical device and
biotechnology industry and our ability to comply with existing
regulations and ethics standards; loss of business opportunities as
a result of healthcare reform and the expansion of managed-care
organizations; substantial exposure to payment of personal injury
claims; and existing and proposed laws and regulations regarding
confidentiality of patients’ and other individuals’ personal
information. Such factors and others are discussed more fully in
the section entitled “Risk Factors” of the Company’s Annual Report
on Form 10-K and subsequent quarterly reports on Form 10-Q, as
filed with the Securities and Exchange Commission, which “Risk
Factors” discussion is incorporated by reference in this press
release. The Company specifically disclaims any obligation to
update these forward-looking statements in the future. These
forward-looking statements should not be relied upon as
representing the Company’s estimates or views as of any date
subsequent to the date of this press release.
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version on businesswire.com: http://www.businesswire.com/news/home/20170807005320/en/
Ronald AldridgeSenior Director of Investor RelationsPAREXEL
InternationalRon.Aldridge@PAREXEL.com+1-781-434-4753 or
+1-781-434-8465
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