INC RESEARCH HOLDINGS, INC. (NASDAQ:INCR) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantItem 8.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant
In connection with the merger described in Item 8.01 of INC Research Holdings, Inc.’s (the “Company”) Current Report on Form 8-K filed with the Securities and Exchange Commission on August1, 2017 (the “Merger”), and the merger described in Item 8.01 below, the Company entered into that certain Second Supplemental Indenture, dated as of August7, 2017 (the “Supplemental Indenture”), by and among the Company, as issuer, INC Research, LLC, Kendle Americas Investment Inc., and Kendle Americas Management Inc. (the “New Guarantors”), as guaranteeing subsidiaries, inVentiv Health, Inc. and inVentiv Health Clinical, Inc. (the “Co-Issuers”), as co-issuers, the existing guarantors party thereto and Wilmington Trust, National Association, as trustee (the “Trustee”). to the Supplemental Indenture, the Company assumed the obligations of inVentiv Group Holdings, Inc. (“IVGH”) under, and the New Guarantors agreed to guarantee the Company’s obligations under, that certain Indenture, dated as of October14, 2016 (as amended from time to time, the “Indenture”), by and between Double Eagle Acquisition Sub, Inc. (“Double Eagle”), as issuer, the guarantors party thereto and the Trustee, and the notes issued thereunder. to the Indenture, Double Eagle had issued $675million of its 7.500% Senior Notes due 2024. IVGH had assumed the obligations of Double Eagle to that certain First Supplemental Indenture, dated as of November9, 2016, among IVGH, the Co-Issuers, the guarantors party thereto and the Trustee. As of August7, 2017, the aggregate principal amount outstanding under the Indenture was $405million.
Item 8.01 Other Events
On August7, 2017, in connection with the Merger, the Company completed an internal reorganization involving the Company and IVGH, a wholly owned subsidiary of the Company, as a result of which IVGH was merged with and into the Company, with the Company as the surviving corporation in the merger.
The internal reorganization was effected through the filing of a Certificate of Ownership and Merger to Section253 of the General Corporation Law of the State of Delaware by the Company.
| Item 8.01. | Financial Statements and Exhibits. |
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Exhibit No. |
Description |
| 10.1 | Second Supplemental Indenture, dated as of August7, 2017, by and among the Company, as issuer, INC Research, LLC, Kendle Americas Investment Inc., and Kendle Americas Management Inc., as guaranteeing subsidiaries, inVentiv Health, Inc. and inVentiv Health Clinical, Inc., as co-issuers, the existing guarantors party thereto and Wilmington Trust, National Association, as trustee. |
| 10.2 | Indenture, dated as of October14, 2016, by and between Double Eagle Acquisition Sub, Inc., as issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee. |
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INC Research Holdings, Inc. ExhibitEX-10.1 2 d432990dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture,…To view the full exhibit click here
About INC RESEARCH HOLDINGS, INC. (NASDAQ:INCR)
INC Research Holdings, Inc. is a global contract research organization (CRO). The Company is focused on Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The Company operates through two segments: Clinical Development Services and Phase I Services. The Company’s Clinical Development Services segment offers all clinical development services, including full-service global studies, as well as ancillary services, such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, quality assurance audits and specialized consulting services. The Company’s Phase I Services segment focuses on clinical development services for Phase I trials, which include scientific exploratory medicine, first-in-human studies through proof-of-concept stages and support for Phase I studies in established compounds.