Item 1.01. Entry into a Material Definitive Agreement.

Senior Secured Credit Facilities

On the Closing Date, ICON Luxembourg, S.À R.L., a société à responsabilité limitée incorporated and existing under Luxembourg law, having its registered office at 61, rue de Rollingergrund, L-2440, Luxembourg and registered with the Luxembourg register of commerce and companies (R.C.S. Luxembourg) under number B66588 (the "Lux Borrower"), ICON Clinical Investments, LLC, a Delaware limited liability company (the "Lux U.S. Subsidiary Borrower"), Merger Sub (which, after giving effect to the Merger on the Closing Date, shall be succeeded by PRA), and ICON, entered into a credit agreement with Citibank, N.A., as administrative agent, Citibank, N.A., London Branch, as collateral agent, the other borrowers party thereto from time to time, the subsidiary guarantors party thereto from time to time and lenders party thereto from time to time (the "Credit Agreement") providing for a senior secured first-lien term loan facility borrowed by the Lux Borrower and the Lux U.S. Borrower in an initial aggregate principal amount of $4,415 million (the "Lux Term Loan Facility"), a senior secured first-lien term loan facility borrowed by the U.S. Borrower in an initial aggregate principal amount of $1,100 million (the "U.S. Term Loan Facility" and, together with the Lux Term Loan Facilities, the "Term Loan Facilities") and a senior secured first-lien revolving loan facility available to the Lux Borrower, the U.S. Borrower and certain other subsidiaries of ICON in an initial aggregate principal amount of $300 million (the "Revolving Loan Facility" and, together with the Term Loan Facility, the "Senior Secured Credit Facilities"). The proceeds of the Term Loan Facilities were used to (x) repay in full (i) PRA's existing credit facilities and (ii) Icon Investments Five Unlimited Company's Series A Notes and Series B Notes outstanding and (y) fund, in part, the Merger. The Term Loan Facilities will mature in July 2028 and the Revolving Loan Facility will mature in July 2026. As of the Closing Date, the Revolving Loan Facility was undrawn, other than certain letters of credit issued on the Closing Date.

Borrowings under the Term Loan Facility amortize in equal quarterly instalments in an amount equal to 1.00% per annum of the principal amount, with the remaining balance due at final maturity. The interest rate margin applicable to borrowings under the Term Loan Facilities will be, at the option of the Applicable Borrower (as defined in the Credit Agreement), either (1) the base rate (as described in the Credit Agreement) plus an applicable margin of 1.50% or (2) LIBOR plus an applicable margin of 2.50%, in each case, with a step down of 0.25% if the First Lien Net Leverage Ratio is equal to or less than 4.00 to 1.00. The Term Loan Facilities are subject to a LIBOR floor of 0.50%.

The interest rate margin applicable to borrowings under the Revolving Loan Facility will be, at the option of the Applicable Borrower, either (1) the base rate plus an applicable margin of 1.00%, 0.60% or 0.25% based on ICON's current corporate family rating assigned by S&P of BB- (or lower), BB or BB+ (or higher), respectively, or (2) LIBOR plus an applicable margin of 2.00%, 1.60% or 1.25% based on ICON's current corporate family rating assigned by S&P of BB- (or lower), BB or BB+ (or higher), respectively. The Revolving Loan Facility is subject to a LIBOR floor of 0.00%. In addition, the lenders under the Revolving Loan Facility are entitled to (i) a commitment fee in an amount equal to 35% of the applicable margin for LIBOR loans on the undrawn commitments and (ii) a utilization fee in an amount equal to 0.10%, 0.20% or 0.40%, based on the average utilization of the Revolving Loan Facility, on the amount of the revolving commitments. -------------------------------------------------------------------------------- The Applicable Borrower may voluntarily prepay loans under the Term Loan Facilities, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty (other than a 1.00% premium on any prepayment in connection with a repricing transaction (as described in the Credit Agreement) prior to the date that is six months after the Closing Date). The Borrowers will be required to make certain mandatory prepayments of the Term Loan Facilities in certain circumstances.

The Borrowers' (as defined in the Credit Agreement) obligations under the Senior Secured Credit Facilities are guaranteed by ICON and the Subsidiary Guarantors (as defined in the Credit Agreement). The Senior Secured Credit Facilities are secured by a lien on substantially all of ICON's, the Borrowers' and each of the Subsidiary Guarantor's assets (subject to certain exceptions), and the Senior Secured Credit Facilities will have a first-priority lien on such assets, which will rank pari passu with the lien securing the Notes (as defined below), subject to other permitted liens.

The Senior Secured Credit Facilities contain customary negative covenants, including, but not limited to, restrictions on the ability of ICON's and its subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, pay dividends or make other restricted payments, sell or otherwise transfer assets or enter into transactions with affiliates. In addition, the Revolving Credit Facility contains a financial covenant that requires ICON to maintain a Total Net Leverage Ratio (as defined in the Credit Agreement) of 5.75:1.00 prior to June 30, 2023 and 4.50:1.00 on and after June 30, 2023, subject to a step-down of 0.50:1.00 following a Material Acquisition (as defined in the Credit Agreement), which will be tested at the end of any fiscal quarter only if amounts are drawn under the Revolving Credit Facility (excluding cash collateralized and backstopped letters of credit) in excess of 30% of the Revolving Commitments.

The Senior Secured Credit Facilities provide that, upon the occurrence of certain events of default, the obligations thereunder may be accelerated. Such events of default will include payment defaults to the lenders thereunder, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy proceedings, material money judgments, material pension-plan events, change of control and other customary events of default.

The foregoing description of the Senior Secured Credit Facilities do not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

Senior Secured Notes

On the Closing Date, Merger Sub issued $500,000,000 in aggregate principal amount of 2.875% Senior Secured Notes due 2026 (the "Notes") in a private offering (the "Offering"). The Notes will mature on July 15, 2026 and will bear interest at a rate of 2.875%. The Notes were issued pursuant to an indenture, dated as of the Closing Date, by and among Merger Sub, ICON, certain subsidiaries of ICON and certain subsidiaries of PRA, as guarantors (collectively, the "Guarantors") and Citibank, N.A., as trustee (the "Senior . . .

Item 1.02. Termination of a Material Definitive Agreement.

On the Closing Date, in connection with the consummation of the Merger, PRA terminated all commitments and repaid in full all loans and outstanding interest and fees under its (i) Credit Agreement, dated as of October 28, 2019, among PRA, Pharmaceutical Research Associates, Inc., PNC Bank, National Association, as administrative agent, and the lenders party thereto, and (ii) Receivables Financing Agreement, dated as of March 22, 2016, among PRA Receivables LLC, PRA Holdings, Inc., The Toronto-Dominion Bank, PNC Capital Markets LLC and PNC Bank, National Association, as administrative agent and as lender, in each case, in accordance with the terms of the applicable agreement.

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 in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.





Exhibit  Description
  4.1    Indenture, dated as of July 1, 2021, by and among Indigo Merger Sub,
         Inc., PRA Health Sciences, Inc., the guarantors party thereto and
         Citibank, N.A., London Branch as trustee, notes collateral agent, paying
         agent, transfer agent and registrar.

  10.1   Credit Agreement, dated as of July 1, 2021, by and among ICON
         Luxembourg, S.À R.L., ICON Clinical Investments, LLC, Indigo Merger Sub,
         Inc. (which, after giving effect to the Merger on the Closing Date, was
         succeeded by PRA Health Sciences, Inc.), ICON Public Limited Company,
         the other borrowers party thereto from time to time, the subsidiary
         guarantors party thereto from time to time, lenders party thereto,
         Citibank, N.A., as administrative agent, and Citibank, N.A., London
         Branch, as collateral agent.

104      Cover Page formatted in Inline XBRL

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