PPD, INC. Item 1.01 Entry into a Material Definitive Agreement.
Overview
On
The Notes were offered and sold in a private placement sale within
The Company intends to use the net proceeds of the offering of the Notes,
together with cash on hand, to redeem all of the existing 6.375% Senior Notes
due 2023 issued by
The description in this Current Report on Form 8-K of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of each of such documents, which are filed as Exhibits 4.1, 4.2 and 4.3 to this Current Report on Form 8-K and are incorporated herein by reference.
Indenture and Notes
The following is a brief description of the material provisions of the Indenture and the Notes.
Interest; Maturity
The Notes bear interest at a rate of 4.625% per annum, in the case of the 2025
Notes, and 5.000% per annum, in the case of the 2028 Notes. Interest on each
series of Notes is payable semi-annually in arrears on
Guarantees
The obligations of the Issuers under the Indenture and the Notes are guaranteed, jointly and severally, by the Company and certain of its subsidiaries, including subsidiaries that are borrowers or guarantors under such borrowers' senior secured credit facilities.
Ranking
The Notes and the guarantees are the Issuers' and the guarantors' senior unsecured obligations and (i) rank senior in right of payment to all of the Issuers' and the guarantors' existing and future subordinated indebtedness, (ii) rank equally in right of payment with all of the Issuers' and the guarantors' existing and future senior indebtedness, (iii) are effectively subordinated to any of the Issuers' and the guarantors' existing and future secured debt, to the extent of the value of the assets securing such debt and (iv) are structurally subordinated to all of the existing and future liabilities (including trade payables) of each of the Company's subsidiaries (other than the Issuers) that do not guarantee the Notes.
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Optional Redemption
At any time prior to
At any time prior to
On or after
2025 Notes:
Redemption
Period Price
2022 102.313%
2023 101.156%
2024 and thereafter 100.000%
2028 Notes:
Redemption
Period Price
2023 102.500%
2024 101.250%
2025 and thereafter 100.000%
Repurchase at the Option of Holders
Upon the occurrence of specific kinds of changes of control events, the holders of Notes of a series will have the right to cause the Issuers to repurchase some or all of the Notes of such series at 101% of their face amount, plus accrued and unpaid interest, if any, to, but not including, the repurchase date.
If the Issuers or their respective restricted subsidiaries sell assets, under certain circumstances, the Issuers will be required to make an offer to purchase a specified amount of Notes equal to the net proceeds of such sale at an offer price in cash in an amount equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the repurchase date.
Covenants; Events of Default
The Indenture contains covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to incur additional indebtedness and guarantee indebtedness; pay dividends or make other distributions in respect of, or repurchase or redeem, their capital stock; prepay, redeem or repurchase certain debt; make loans and investments; sell or otherwise dispose of assets; incur liens; enter into transactions with affiliates; enter into agreements restricting the Issuers' subsidiaries' ability to pay dividends; and consolidate, merge or sell all or substantially all of their assets. These covenants are subject to a number of important exceptions and qualifications. The Indenture also provides for certain customary events of default, including, among others, nonpayment of principal or interest, failure to pay final judgments in excess of a specified threshold, failure of a guarantee to remain in effect, bankruptcy and insolvency events, and cross acceleration, the occurrence of which could result in the principal of and accrued interest on the Notes to become or be declared due and payable immediately. . . .
Item 1.02. Termination of a Material Definitive Agreement.
On
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following documents are attached as exhibits to this Current Report on Form 8-K: Exhibit No. Description 4.1 Indenture, dated as ofJune 5, 2020 by and among, Jaguar Holding Company II,PPD Development, L.P , the guarantors time to time party thereto andWilmington Trust, National Association , as trustee. 4.2 Form of 4.625% Senior Note due 2025 (included in Exhibit 4.1) 4.3 Form of 5.000% Senior Note due 2028 (included in Exhibit 4.1)
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