Item 8.01 Other Events





As previously disclosed, on February 24, 2021, PRA Health Sciences, Inc., a
Delaware corporation ("PRA") entered into an Agreement and Plan of Merger (the
"Merger Agreement") with ICON plc, a public limited company in Ireland ("ICON"),
ICON US Holdings Inc., a Delaware corporation and subsidiary of ICON ("US
HoldCo"), and Indigo Merger Sub, Inc., a Delaware corporation and subsidiary of
ICON and US HoldCo ("Merger Subsidiary"). Upon the terms and subject to the
conditions of the Merger Agreement, Merger Subsidiary will merge with and into
PRA (the "Merger"), with PRA surviving as a subsidiary of ICON and US HoldCo. A
definitive joint proxy statement/prospectus was filed with the Securities and
Exchange Commission (the "SEC") by each of PRA and ICON on April 27, 2021, in
connection with, among other things, the Merger Agreement.



Certain Litigation



As previously disclosed in the joint proxy statement/prospectus, four complaints
were filed against PRA between April 1, 2021 and April 26, 2021, seeking to
enjoin the proposed merger and to recover damages should the merger occur under
the captions Wang v. PRA Health Sciences, Inc., et al., Case No. 1:21-cv-02814
(S.D.N.Y.), Ciccotelli v. PRA Health Sciences, Inc., et al., Case No.
1:21-cv-02981 (S.D.N.Y.), Tambe v. PRA Health Sciences, Inc., et al., Case No.
1:21-cv-03189 (S.D.N.Y.) and Trovato v. PRA Health Sciences, Inc., et al., Case
No. 1:21-cv-03324 (S.D.N.Y.). Four additional lawsuits were filed between April
27, 2021 and June 4, 2021 under the captions Birdsall v. PRA Health Sciences,
Inc., et al., Case No. 1:21-cv-04467 (S.D.N.Y.), Kent v. PRA Health Sciences,
Inc., et al., Case No. 1:21-cv-00757 (D. Del.), Morgan v. PRA Health Sciences,
Inc., et al., Case No. 3:21-cv-01018 (S.D. Cal.) and Baker v. PRA Health
Sciences, Inc., et al., Case No. 2:21-cv-02463 (E.D. Pa.), which are
substantially similar to the other four complaints. The Ciccotelli complaint
names ICON and Merger Sub as additional defendants; the Baker complaint names
ICON, US HoldCo and Merger Sub as additional defendants. It is possible
additional lawsuits may be filed between the date of this Form 8-K and
consummation of the Merger.



PRA believes that the disclosures set forth in the joint proxy
statement/prospectus comply fully with all applicable law and denies the
allegations in the pending actions described above. Nevertheless, in order to
moot plaintiffs' disclosure claims, avoid nuisance and possible expense and
business delays, and provide additional information to its stockholders, PRA has
determined voluntarily to supplement certain disclosures in the joint proxy
statement/prospectus with the supplemental disclosures set forth below (the
"Supplemental Disclosures"). Nothing in the Supplemental Disclosures shall be
deemed an admission of the legal merit of the various litigation matters
described above, or of the necessity or materiality under applicable laws of any
of the disclosures set forth herein. To the contrary, PRA specifically denies
all allegations in the various litigation matters that any additional disclosure
was or is required or material.



                            SUPPLEMENTAL DISCLOSURES



The following supplemental disclosures should be read in conjunction with the
joint proxy statement/prospectus, which should be read in its entirety. The
inclusion in this supplement to the joint proxy statement/prospectus of certain
information should not be regarded as an indication that any of PRA, ICON or
their respective affiliates, officers, directors or other representatives, or
any other recipient of this information, considered, or now considers, it to be
material , and such information should not be relied upon as such. Defined terms
used but not defined herein have the meanings set forth in the joint proxy
statement/prospectus. For clarity, new text within restated paragraphs from the
joint proxy statement/prospectus is highlighted with bold, underlined text, and
deleted text within restated paragraphs from the joint proxy
statement/prospectus is highlighted with strikethrough text.



                                       1





The disclosure in the section entitled "The Merger-Background of the Merger"
beginning on page 66 of the joint proxy statement/prospectus is hereby amended
by:

Amending and restating the tenth paragraph on page 67 as follows:





On October 15, 2020, following preliminary discussions unrelated to the
potential transaction with ICON, PRA entered into a non-binding letter of intent
with Company A, which set forth preliminary terms of a transaction pursuant to
which Company A would acquire a PRA business unit. Following the execution of
the letter of intent, Company A conducted more extensive due diligence regarding
the business unit. However, no definitive agreements were executed with Company
A regarding this potential transaction, and PRA never entered into a standstill
agreement with Company A.





The disclosure in the section entitled "The Merger-Opinions of PRA's Financial
Advisors" under the heading "BofA Securities, Inc." beginning on page 88 of the
joint proxy statement/prospectus is hereby amended by:

Amending and restating the first paragraph on page 91 as follows:

BofA Securities reviewed publicly available financial and stock market information of the following five (5) selected publicly traded clinical research companies listed in the table below, and for ICON:.



• IQVIA Holdings Inc.
• Charles River Laboratories International, Inc.
• PPD, Inc.
• Syneos Health, Inc.
• MedPace Holdings, Inc.

Amending and restating the second paragraph on page 91 as follows:

BofA Securities reviewed, among other things, (i) the enterprise values for each
of the selected companies and for ICON, calculated by multiplying the closing
share price of each company as of February 23, 2021 by the number of
fully-diluted shares outstanding of the applicable company (determined on a
treasury stock method basis based on information in its public filings), and
adding to (or subtracting from, as applicable) the result the amount of the
applicable company's net debt (or net cash) (defined for this purpose as debt,
preferred equity and non-controlling interest (as applicable) less cash, cash
equivalents and marketable securities (as applicable)), as a multiple of Wall
Street analyst consensus estimates of calendar year 2021 and 2022 earnings
before interest, taxes, depreciation and amortization ("EBITDA") for the
applicable company without any deduction for stock based compensation expense
("SBC-Unburdened") (such multiples are referred to in this section as "2021E EV/
EBITDA (SBC-Unburdened)" and "2022E EV/ EBITDA (SBC-Unburdened)"), and (ii) the
closing price per share for each selected company and for ICON as of February
23, 2021, as a multiple of Wall Street analyst consensus estimates of calendar
year 2021 and 2022 earnings per share ("EPS") for the applicable company without
any deduction for (unburdened by) stock based compensation expense or
amortization of purchased intangibles ("SBC/Amort.-Unburdened") (such multiples
are referred to in this section as "2021E Price/ EPS (SBC/Amort.-Unburdened)"
and "2022E Price/ EPS (SBC/Amort.-Unburdened)"). Financial data of the selected
companies and for ICON were derived from their public filings and publicly
available Wall Street research analysts' estimates published by FactSet as of
February 23, 2021. The overall low to high 2021E EV/ EBITDA (SBC-Unburdened)
multiples observed for the selected companies were 13.7x to 24.2x (with a mean
of 18.3x and median of 17.2x for the selected companies and a mean of 18.3x and
median of 17.7x for the selected companies and ICON together). The overall low
to high 2022E EV/ EBITDA (SBC-Unburdened) multiples observed for the selected
companies were 12.4x to 20.2x (with a mean of 16.2x and median of 15.7x for the
selected companies and a mean of 16.3x and median of 16.2x for the selected
companies and ICON together). The overall low to high 2021E Price/EPS
(SBC/Amort.-Unburdened) multiples observed for the selected companies were 17.2x
to 32.1x (with a mean of 25.3x and median of 25.9x for the selected companies
and a mean of 25.1x and median of 24.9x for the selected companies and ICON
together). The overall low to high 2022E Price/EPS (SBC/Amort.-Unburdened)
multiples observed for the selected companies were 15.1x to 27.3x (with a mean
of 22.0x and median of 22.2x for the selected companies and a mean of 21.9x and
median of 22.0x for the selected companies and ICON together).

Adding in the below paragraph and table below the second paragraph on page 91:

The results of this review were as follows:





                                         2021E         2022E
                                       EV/EBITDA     EV/EBITDA    2021E Price/EPS   2022E Price/EPS
                                         (SBC-         (SBC-       (SBC/Amort. -     (SBC/Amort. -
Selected Publicly Traded Companies    Unburdened)   Unburdened)     Unburdened)       Unburdened)
IQVIA Holdings Inc.                         17.1x         15.6x             24.0x             20.7x
Charles River Laboratories
International, Inc.                         19.2x         17.1x             27.6x             24.5x
PPD, Inc.                                   17.2x         15.7x             25.9x             22.2x
Syneos Health, Inc.                         13.7x         12.4x             17.2x             15.1x
MedPace Holdings, Inc.                      24.2x         20.2x             32.1x             27.3x

Mean (Selected Companies)                   18.3x         16.2x             25.3x             22.0x
Median (Selected Companies)                 17.2x         15.7x             25.9x             22.2x
Mean (Selected Companies and Icon
together)                                   18.3x         16.3x             25.1x             21.9x
Median (Selected Companies and Icon
together)                                   17.7x         16.3x             24.9x             22.0x




                                       2

Amending and restating the third paragraph on page 91 as follows:





Based on BofA Securities' review of the enterprise values to EBITDA
(SBC-Unburdened) multiples for the selected companies and on its professional
judgment and experience, BofA Securities applied a 2021E EV/EBITDA
(SBC-Unburdened) multiple reference range of 14.0x to 17.5x to estimates of
calendar year 2021 EBITDA (SBC-Unburdened) adjusted for certain non-recurring
items, as reflected in the financial forecasts by PRA, and a 2022E EV/EBITDA
(SBC-Unburdened) multiple reference range of 12.5x to 16.0x to estimates of
calendar year 2022 EBITDA (SBC-Unburdened) adjusted for certain non-recurring
items, as reflected in the financial forecasts by PRA, in each case, to
calculate ranges of implied enterprise values for PRA. BofA Securities then
calculated implied equity value reference ranges per share of PRA common stock
(rounded to the nearest $1.00) by subtracting from the resulting ranges of
implied enterprise values the net debt of PRA of $773 million as of December 31,
2020 (calculated as debt less cash), as provided by the management of PRA, and
dividing the result by a number of fully diluted-shares of PRA common stock
outstanding as of February 19, 2021 ranging from approximately 66 million to 67
million based on the derived range of equity values (calculated on a treasury
stock method basis, based on information provided by PRA management).

Amending and restating the fourth paragraph on page 92 as follows:

BofA Securities reviewed, to the extent publicly available, financial
information relating to the following five (5) selected transactions listed in
the table below involving acquisitions of healthcare clinical research companies
since 2014 with an implied enterprise value between $4 billion and $15 billion.

Removing in full the second table on page 92.

Amending and restating the fifth paragraph on page 92 as follows:





For each of these transactions, BofA Securities reviewed the enterprise values
implied for each target company based on the consideration paid in the selected
transaction, as multiples of estimates of the target company's EBITDA
(SBC-Unburdened), (i) for the last twelve (12) months as of the announcement of
the relevant transaction, based on publicly available information at that time
(such multiples are referred to in this section as "EV/LTM EBITDA
(SBC-Unburdened)"), (ii) for the fiscal year in which the applicable transaction
was announced if the transaction was announced prior to June 30, and the fiscal
year following the fiscal year in which the applicable transaction was announced
if the transaction was announced after June 30, based on publicly available
information at that time (such multiples are referred to in this section as
"EV/FY EBITDA (SBC-Unburdened)"), and (iii) for the fiscal year following the
fiscal year in which the applicable transaction was announced if the transaction
was announced prior to June 30, and the second fiscal year following the fiscal
year in which the applicable transaction was announced if the transaction was
announced after June 30, based on publicly available information at that time
(such multiples are referred to in this section as "EV/FY+1 EBITDA
(SBC-Unburdened)"). The overall low to high EV/LTM EBITDA (SBC-Unburdened)
multiples of the target companies in the selected transactions were 11.5x to
14.5x (with a top quartile of 13.6x, a mean of 12.8x, a median of 12.4x and
bottom quartile of 12.1x), the overall low to high EV/FY EBITDA (SBC-Unburdened)
multiples of the target companies in the selected transactions were 10.8x to
13.5x (with a top quartile of 12.6x, a mean of 12.0x, a median of 12.1x and
bottom quartile of 11.1x) and the overall low to high EV/FY+1 EBITDA
(SBC-Unburdened) multiples of the target companies in the selected transactions
were 9.8x to 12.7x (with a top quartile of 11.9x, a mean of 11.0x, a median of
10.6x and bottom quartile of 10.2x).



                                       3

Adding in the below paragraph and table (along with associated footnote) above the first paragraph on page 93:

The results of this review were as follows:





                                                                                              EV/FY +1
                                                      EV/LTM               EV/FY               EBITDA
                                                    EBITDA (SBC         EBITDA (SBC            (SBC -
Date Announced    Target          Acquirer         - Unburdened)        - Unburdened)        Unburdened)
                                  Pamplona
                  Parexel         Capital
                  International   Management,
06/20/17          Corporation     LLP                        12.5 x               12.2 x              10.8 x
                                  INC Research
                  InVentiv        Holdings,
05/10/17          Health, Inc.    Inc.                       12.2 x               12.1 x              10.4 x
                                  H&F, ADIA,
                                  GIC and The
04/26/17          PPD, Inc.       Carlyle Group              13.9 x               12.7 x              12.2 x
                  Quintiles
                  Transnational   Ims Health
                  Holdings        Holdings,
05/03/16          Inc.(1)         Inc.                       11.5 x               10.8 x               9.8 x
                  Ims Health      Quintiles
                  Holdings,       Transnational
                  Inc.            Holdings                   14.5 x               13.5 x              12.7 x
                                  Laboratory
                                  Corporation
                                  of America
11/03/14          Covance         Holdings                   12.1 x               10.8 x              10.1 x

Top Quartile                                                 13.6 x               12.6 x              11.9 x
Mean                                                         12.8 x               12.0 x              11.0 x
Median                                                       12.4 x               12.1 x              10.6 x
Bottom Quartile                                              12.1 x               11.1 x              10.2 x

(1) Transaction also reviewed assuming Quintiles Transnational Holdings Inc. is


    the acquirer.

Amending and restating the first paragraph on page 93 as follows:





Based on BofA Securities' review of the enterprise values to EBITDA
(SBC-Unburdened) multiples for the selected transactions and on its professional
judgment and experience, BofA Securities applied (i) an enterprise value to
calendar year 2020 EBITDA (SBC-Unburdened) multiple reference range of 12.0x to
14.0x to PRA management's estimate of PRA's calendar year 2020 EBITDA
(SBC-Unburdened), as reflected in the financial forecasts by PRA and (ii) an
enterprise value to calendar year 2021 EBITDA (SBC-Unburdened) multiple
reference range of 11.0x to 13.0x to PRA management's estimate of PRA's calendar
year 2021 EBITDA (SBC-Unburdened), as reflected in the financial forecasts by
PRA, in each case, to calculate a range of implied enterprise values for PRA.
BofA Securities then calculated implied equity value reference ranges per share
of PRA common stock (rounded to the nearest $1.00) by subtracting from these
ranges of implied enterprise values the net debt of PRA of $773 million as of
December 31, 2020 (calculated as debt less cash), as provided by the management
of PRA, and dividing the result by a approximately 66 million, the number of
fully diluted-shares of PRA common stock outstanding as of February 19, 2021
(calculated on a treasury stock method basis, based on information provided by
PRA management). This analysis indicated the following approximate implied
equity value reference ranges per share of PRA common stock (rounded to the
nearest $1.00), as compared to the implied merger consideration value:

Amending and restating the third paragraph on page 93 as follows:

BofA Securities performed a discounted cash flow analysis of PRA to calculate a
range of implied present values per share of PRA common stock utilizing
estimates of the standalone, unlevered, after-tax free cash flows PRA was
expected to generate over the period from January 1, 2021 through December 31,
2025 based on the financial forecasts by PRA. BofA Securities calculated
terminal values for the cash flows by applying to estimates of the standalone
EBITDA (SBC-Unburdened) PRA was expected to generate in the terminal year a
selected range of EBITDA (SBC-Unburdened) exit multiples of 13.0x to 16.5x which
were selected based on BofA Securities' professional judgment and experience.
The cash flows were discounted to present value as of December 31, 2020,
utilizing mid-year discounting convention, and using a discount rate range of
7.5% to 10.0%, which was based on an estimate of PRA's weighted average cost of
capital, derived using the capital asset pricing model. BofA Securities then
calculated implied equity value reference ranges per share of PRA common stock
(rounded to the nearest $1.00) by deducting from this range of present values,
PRA's net debt of $773 million as of December 31, 2020 (calculated as debt less
cash), as provided by the management of PRA, and dividing the result by a
approximately 67 million, the number of fully diluted-shares of PRA common stock
outstanding as of February 19, 2021 (calculated on a treasury stock method
basis, based on information provided by PRA management). This analysis indicated
the following approximate implied equity value reference range per share of PRA
common stock (rounded to the nearest $1.00), as compared to the implied merger
consideration value:



                                       4

Amending and restating the third paragraph on page 94 as follows:





Based on BofA Securities' review of the enterprise values to EBITDA
(SBC-Unburdened) multiples for the selected companies as described in this
section and under the heading "-Summary of Material Financial Analyses of
PRA-Selected Publicly Traded Companies Analysis" and on its professional
judgment and experience, BofA Securities applied a 2021E EV/EBITDA
(SBC-Unburdened) multiple reference range of 15.5x to 18.0x to estimates of
calendar year 2021 EBITDA (SBC-Unburdened) adjusted for certain non-recurring
items, as reflected in the ICON Forecasts, and a 2022E EV/EBITDA
(SBC-Unburdened) multiple reference range of 14.0x to 16.5x to estimates of
calendar year 2022 EBITDA (SBC-Unburdened) adjusted for certain non-recurring
items, as reflected in the ICON Forecasts, in each case, to calculate ranges of
implied enterprise values for ICON. BofA Securities then calculated implied
equity value reference ranges per ICON ordinary share (rounded to the nearest
$1.00) by subtracting from the resulting ranges of implied enterprise values it
calculated an estimate of the net debt of ICON of $(490) million as of December
31, 2020 (calculated as debt less cash), as provided by the management of ICON,
and dividing the result by a approximately 54 million, the number of fully
diluted ICON ordinary shares outstanding as of February 19, 2021 (calculated on
a treasury stock method basis, based on information provided by ICON
management).

Amending and restating the second paragraph on page 95 as follows:

BofA Securities performed a discounted cash flow analysis of ICON to calculate a
range of implied present values per ICON ordinary share utilizing estimates of
the standalone, unlevered, after-tax free cash flows ICON was expected to
generate over the period from January 1, 2021 through December 31, 2025 based on
the ICON Forecasts. BofA Securities calculated terminal values for the cash
flows by applying to estimates of the standalone EBITDA (SBC-Unburdened) ICON
was expected to generate in the terminal year a selected range of EBITDA
(SBC-Unburdened) exit multiples of 13.0x to 17.5x which were selected based on
BofA Securities' professional judgment and experience. The cash flows were
discounted to present value as of December 31, 2020, utilizing mid-year
discounting convention, and using a discount rate range of 7.25% to 9.5%, which
was based on an estimate of ICON's weighted average cost of capital, derived
using the capital asset pricing model. BofA Securities then calculated implied
equity value reference ranges per ICON ordinary share (rounded to the nearest
$1.00) by deducting from this range of present values, the net debt of ICON of
$(490) million as of December 31, 2020 (calculated as debt less cash), as
provided by the management of ICON, and dividing the result by a approximately
54 million, the number of fully diluted ICON ordinary shares outstanding as of
February 19, 2021 (calculated on a treasury stock method basis, based on
information provided by ICON management). This analysis indicated the following
approximate implied equity value reference ranges per ICON ordinary share, as
compared to the closing price of ICON ordinary shares on February 23, 2021

of
$208.62:

Amending and restating the third paragraph on page 95 as follows:

BofA Securities also noted certain additional factors that were not considered
part of BofA Securities' financial analyses with respect to its opinion but were
referenced for informational purposes, including, among other things the
following:

· 52-Week Trading Range. BofA Securities reviewed the trading range of the

ICON ordinary shares for the 52-week period ended February 23, 2021, which

was $115.95 to $220.96.

· Wall Street Analysts Price Targets. BofA Securities reviewed certain

publicly available equity research analyst price targets then published by


      seventeen (17) analysts for the ICON ordinary shares available as of
      February 23, 2021, and noted that the range of such price targets
      (discounted by one year at ICON's estimated cost of equity of 8.5% and
      rounded to the nearest $1.0) was $165 to $221.

Amending and restating the first paragraph on page 96 as follows:





For purposes of this analysis, BofA Securities calculated a range of implied
values per ICON ordinary share giving effect to the merger by adding the ranges
of implied equity values derived by BofA Securities for each of PRA and ICON on
standalone basis as of December 31, 2020, as described above under "Summary of
Material Financial Analyses of PRA-Discounted Cash Flow Analysis" and under
"Summary of Material Financial Analyses of ICON-Discounted Cash Flow Analysis"
and ranges of implied present values of the estimated Cost Savings and Tax
Savings calculated by BofA Securities as of December 31, 2020 (by applying a
discount rate range of 7.5% to 10.0% to the estimated Cost Savings (less the
cost to achieve the Costs Savings and cash taxes thereon) and the estimated Tax
Savings over the period from June 30, 2021, through December 31, 2025, and range
of terminal values for the Cost Savings calculated by applying a perpetuity
growth rate of 0%, based on PRA management guidance, to the estimated after-tax
Cost Savings in the terminal year and a perpetuity growth rate of 0.0% to 3.0%,
based on PRA management guidance, to the estimated Tax Savings in the terminal
year), deducting the additional amount of net debt expected to be incurred by
ICON in connection with the merger and dividing the result by approximately 81
million the estimated number of fully diluted ICON ordinary shares expected to
be outstanding after giving effect to the merger.



                                       5

Amending and restating the second sentence of the fourth paragraph on page 97 as follows:

From February 1, 2019 through January 31, 2021, BofA Securities and its affiliates derived aggregate revenues from PRA and certain of its affiliates of approximately $4 million for corporate and/or investment banking services unrelated to the merger.

Amending and restating the fifth paragraph on page 97 as follows:





In addition, from February 1, 2019 through January 31, 2021, BofA Securities and
its affiliates received less than $1 million in the aggregate from ICON for
investment banking, commercial banking and/or other financial services, all of
which were unrelated to the merger. BofA Securities and its affiliates in the
future may provide, investment banking, commercial banking and other financial
services to ICON and may receive compensation for rendering of these services.



The disclosure in the section entitled "The Merger-Opinions of PRA's Financial
Advisors" under the heading "UBS Securities LLC" beginning on page 97 of the
joint proxy statement/prospectus is hereby amended by:

Amending and restating the seventh paragraph on page 99 as follows:


Unless the context indicates otherwise, (1) Enterprise Values derived from the
selected companies analysis described below were calculated using balance sheet
information and prices of the common stock of the selected publicly traded
companies in the U.S. listed below, in all cases, as publicly available as of
the close of market on February 23, 2021; (2) transaction values for the target
companies derived from the selected transactions analysis described below were
calculated based on implied Enterprise Values as of the public announcement date
of the relevant transaction, assuming equity values equal to the estimated
purchase prices paid for the common equity of the target companies in the
selected transactions; and (3) each of cash and cash equivalents and net debt
for each of PRA and ICON was based on each such amount as of December 31, 2020
(which net debt amounts were approximately $773 million and $(490) million for
PRA and ICON, respectively), except for the Enterprise Values derived for each
company from the selected companies analysis described below based on Wall
Street Consensus (as defined below), which were instead derived as described in
clause (1) above. Accordingly, this information may not reflect current or
future market conditions.

Amending and restating the first paragraph on page 100 as follows:


In addition, unless the context indicates otherwise, per share amounts for PRA
common stock and ICON ordinary shares were calculated on a diluted basis, using
the treasury stock method, based on shares, stock options, restricted shares,
restricted stock units, restricted share units and performance share units, as
applicable, outstanding as of February 23, 2021 (and in the case of PRA common
stock, inclusive of phantom shares), each as provided by the respective
managements of PRA and ICON, which number of diluted shares for (a) PRA were
approximately 66.6 million, using the then-current closing stock price of PRA
common stock and (b) ICON were approximately 53.6 million, using the
then-current closing price of ICON ordinary shares.

Amending and restating the first paragraph on page 107 as follows:

In the ordinary course of business, UBS, its affiliates and its and their respective employees may currently own or trade loans, debt and/or equity . . .

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