PRA Health Sciences,Inc. (NASDAQ:PRAH) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
Effective December28, 2017, Pharmaceutical Research Associates,Inc., a Virginia corporation (“PRA”) and a wholly-owned subsidiary of PRA Health Sciences,Inc. (the “Company”), entered into a First Amendment and Second Joinder Agreement (the “Amendment”) to the Credit Agreement, dated as of December6, 2016 (as amended prior to the date of the Amendment, including by the Joinder Agreement (the “Joinder”) dated as of September6, 2017, the “Credit Agreement”), by and among the Company, PRA, as the borrower, each lender from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent, collateral agent, letter of credit issuer and swingline lender.
to the Amendment, PRA received new revolving credit commitments in aggregate principal amount of $100,000,000, on terms identical to those applicable to the existing revolving credit facility under the Credit Agreement. Further, to the Amendment, the Credit Agreement was amended to provide a new tranche of term loans (the “Replacement Term Loans”) in an aggregate principal amount of $601,562,500, the proceeds of which were used to refinance and replace in full the existing tranche of initial term loans outstanding prior to the effectiveness of the Amendment. The existing tranche of SeriesA term loans created to the Joinder was not modified by the Amendment and remains outstanding.
Under the terms of the Amendment, the Replacement Term Loans mature on December6, 2021 and bear interest at a rate equal to LIBOR or the adjusted base rate (“ABR”), plus an applicable margin based on the ratio of total indebtedness to EBITDA, ranging from 1.00% to 2.00%, in the case of LIBOR rate loans, and 0.00% to 1.00%, in the case of ABR rate loans. The Replacement Term Loans will amortize in equal quarterly installments of an aggregate annual amount equal to 2.5% of the original principal amount of the Replacement Term Loans, with any remaining balance payable at maturity. Additionally, the Amendment modified the definition of “Permitted Investments” and refreshed the capacity for incremental credit facilities under the Credit Agreement. Other than with respect to the applicable interest rate, amortization schedule, permitted investments and incremental credit facilities, all terms and conditions applicable to the Replacement Term Loans, including provisions governing mandatory and voluntary prepayments, affirmative and negative covenants and events of default and related penalties, are substantially the same as the terms and conditions contained in the Credit Agreement, as previously disclosed in the Company’s Current Report on Form8-K filed with the SEC on December6, 2016 (the “December2016 8-K”).
Additionally, PRA Holdings,Inc., a wholly-owned subsidiary of the Company, intends to redeem all $91,441,000 of its outstanding 9.5% senior notes due 2023, on December29, 2017. We expect to fund the redemption, including applicable premiums and related fees and expenses, with borrowings under the Company’s revolving credit facility and cash on hand.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit10.1 to this Current Report on Form8-K, and is incorporated herein by reference.
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 Form8-K is incorporated by reference
into this Item 2.03.