MEDPACE HOLDINGS, INC. (NASDAQ:MEDP) Files An 8-K Changes in Control of Registrant
Item5.01.
| Changes in Control of Registrant |
The information set forth under Item8.01 below is incorporated by
reference into this Item5.01.
Item8.01. |
Other Events |
Investment funds affiliated with Cinven Capital Management
(V)General Partner Limited informed Medpace Holdings, Inc. (the
Company) as follows:
On June16, 2017, Medpace Limited Partnership (the Borrower)
entered into a Credit Agreement (the Credit Agreement) with
Credit Suisse AG, Cayman Islands Branch, and Morgan Stanley Bank,
N.A., as lenders (the Lenders), Credit Suisse AG, Cayman Islands
Branch, as administrative agent, and Credit Suisse Securities
(USA) LLC, as calculation agent. to the Credit Agreement, the
Borrower entered into a Pledge Agreement (the Pledge Agreement,
and together with the Credit Agreement, the Margin Loan
Documents) with Credit Suisse Securities (USA) LLC, as secured
party (CS Secured Party) and Morgan Stanley Bank, N.A., as
secured party (together with the CS Secured Party, the Secured
Parties). to the Pledge Agreement, the Borrower pledged all of
its shares of the Companys common stock, $0.01 par value per
share (the Common Stock), to the Secured Parties.
On June21, 2017 (the Funding Date), the Borrower borrowed $150.0
million under the Credit Agreement. to the Pledge Agreement, to
secure any borrowings under the Credit Agreement, the Borrower
pledged 22,999,997 shares (collectively, the Pledged Shares) of
Common Stock as of the Funding Date. The Pledged Shares
represented approximately 56.4% of the Companys issued and
outstanding Common Stock as of June21, 2017. All of the Pledged
Shares were contributed to the Borrower from Fifth Cinven Fund
(No. 1) Limited Partnership, Fifth Cinven Fund (No. 2) Limited
Partnership, Fifth Cinven Fund (No. 3) Limited Partnership, Fifth
Cinven Fund (No. 4) Limited Partnership, Fifth Cinven Fund (No.
5) Limited Partnership, Fifth Cinven Fund (No.6) Limited
Partnership, Fifth Cinven Fund FCP-SIF and Fifth Cinven Fund
Co-Investment Partnership, which collectively own all of the
equity interest in the Borrower.
The Credit Agreement contains customary default provisions. In
the event of a default under the Credit Agreement by the
Borrower, the Secured Parties may foreclose upon any and all
shares of Common Stock pledged to them and may seek recourse
against the Borrower.
The Company is not a party to the Margin Loan Documents and has
no obligations thereunder, but has delivered a letter agreement
to the Lenders in which it has, among other things, agreed,
subject to applicable law and stock exchange rules, not to take
any action intended to hinder or delay the exercise of any
remedies by the Lenders under the Margin Loan Documents.
About MEDPACE HOLDINGS, INC. (NASDAQ:MEDP)
Medpace Holdings, Inc. is a clinical contract research organization. The Company provides clinical research-based drug and medical device development services. The Company partners with pharmaceutical, biotechnology, and medical device companies in the development and execution of clinical trials. The Company’s drug development services focus on full service Phase I-IV clinical development services and include development plan design, coordinated central laboratory, project management, regulatory affairs, clinical monitoring, data management and analysis, pharmacovigilance new drug application submissions, and post-marketing clinical support. The Company also provides bio-analytical laboratory services, clinical human pharmacology, imaging services, and electrocardiography reading support for clinical trials. The Company’s operations are principally based in North America, Europe, and Asia.
