MEDPACE HOLDINGS, INC. (NASDAQ:MEDP) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On December 8, 2016, Medpace IntermediateCo, Inc., as borrower
(the Borrower), and Medpace Acquisition, Inc., a wholly-owned
subsidiary of Medpace Holdings, Inc. (the Company), as parent
guarantor (the Parent Guarantor), entered into a new credit
agreement by and among the Borrower, the Parent Guarantor, each
lender from time to time party thereto and Wells Fargo Bank,
National Association, as administrative agent (the Credit
Agreement), providing for a senior secured term loan facility of
$165.0 million (the Senior Secured Term Loan Facility) and a
senior secured revolving credit facility of $150.0 million (the
Senior Secured Revolving Credit Facility and together with the
Senior Secured Term Loan Facility, the Senior Secured Credit
Facilities). Proceeds from the Senior Secured Term Loan Facility
were used to repay and extinguish the Borrowers obligations under
its existing senior secured credit facilities as well as pay any
fees, costs and expenses related thereto. As of December 8, 2016,
there was $165.0 million outstanding under the Borrowers existing
senior secured term loan facility and no borrowings (other than
letters of credit) outstanding under the Borrowers existing
senior secured revolving credit facility. In connection with
entering into the Senior Secured Credit Facilities, the Company
expects to record a loss on extinguishment of long-term debt of
approximately $10 million to $11 million during the fourth
quarter of 2016.

The Senior Secured Credit Facilities are guaranteed by the Parent
Guarantor and its material, direct or indirect wholly owned
domestic subsidiaries, with certain exceptions, including where
providing such guarantees is not permitted by law, regulation or
contract or would result in adverse tax consequences. All of the
obligations under the Senior Secured Credit Facilities are
secured, subject to certain permitted liens and other exceptions,
by substantially all of the assets of the Borrower and each
guarantor, including, but not limited to, a perfected pledge of
all of the capital stock of the Borrower and of each guarantor
(other than the Parent Guarantor) and, subject to certain
exceptions, perfected security interests in substantially all
other tangible and intangible assets of the Borrower and each
guarantor.

The Senior Secured Term Loan Facility matures on the fifth
anniversary of the closing date and will amortize in quarterly
installments in aggregate annual amounts equal to (i) 7.5% of the
original principal amount of the Senior Secured Term Loan
Facility during 2017 (the first full calendar year after the
closing date), (ii) 10.0% of the original principal amount of the
Senior Secured Term Loan Facility during the second year after
the closing date, (iii) 10.0% of the original principal amount of
the Senior Secured Term Loan Facility during the third year after
the closing date, (iv) 12.5% of the original principal amount of
the Senior Secured Term Loan Facility during the fourth year
after the closing date and (v)15.0 % of the original principal
amount of the Senior Secured Term Loan Facility during the fifth
year after the closing date. The first amortization payment is
due at the end of the first full fiscal quarter after the closing
date and the last amortization payment together with the
remaining balance of the original principal amount of the Senior
Secured Term Loan Facility outstanding at maturity will be paid
in a final balloon payment. The Senior Secured Revolving Credit
Facility terminates on the fifth anniversary of the closing date
and loans thereunder may be borrowed, repaid, and re-borrowed up
to such date.

At the option of the Borrower, the interest rates under the
Senior Secured Facilities will be either (i) adjusted
eurocurrency rate plus an applicable margin based on the total
net leverage ratio as set forth in the table below or (ii) an
alternative base rate (determined by reference to the highest of
(a) the prime commercial lending rate of the administrative
agent, as established from time to time, (b) the Federal Funds
Rate plus 0.50% and (c) one-month adjusted eurocurrency rate for
loans in U.S. dollars plus 1.00%) plus an applicable margin based
on the total net leverage ratio as set forth in the table
below.The applicable margin on the closing date was 1.50% for
eurocurrency loans and 0.5% for base rate loans.

In addition to paying interest on outstanding principal under the
Senior Secured Credit Facilities, the Borrower will also pay
commitment fees on a quarterly basis at an annual rate of 0.375%
of the unused borrowings under the Senior Secured Revolving
Credit Facility for the first full fiscal quarter after the
closing date, and thereafter 0.50% if the total net leverage
ratio is greater than or equal to 3.00:1.00, or 0.375% if the
total net leverage ratio is less than 3.00:1.00.The commitment
fees will be recorded as a component of interest expense, net in
the consolidated statements of operations of the Company.

The following amounts are required to be prepaid in addition to
quarterly installment payments and will be applied to repay the
Senior Secured Term Loan Facility, subject to certain thresholds,
carve-outs, exceptions and reinvestment rights: (a) to the extent
that the net cash proceeds of non-ordinary course asset sales or
other dispositions of property in a transaction or related
transactions by the Borrower and its subsidiaries (including,
without limitation, insurance and condemnation proceeds) exceeds
$10 million in any fiscal year, 50% of such excess net cash
proceeds; (b) 50% of the net cash proceeds of certain debt
incurred by the Borrower and its restricted subsidiaries after
the closing date; and (c) to the extent that net cash proceeds
received by the Borrower and its restricted subsidiaries in
connection with the disposition of any accounts receivable or
related assets to a permitted receivables financing subsidiary
exceeds $5 million at any time, 50% of such excess net cash
proceeds. In addition to the mandatory payments above, the
Borrower may voluntarily repay the outstanding Senior Secured
Term Loan Facility without premium or penalty, subject to certain
restrictions.

The Senior Secured Credit Facilities are subject to customary
negative covenants that, among other things, limit the Borrower
and its restricted subsidiaries to, subject to certain exceptions
and carve outs:

In addition, the Borrower is required to report compliance with
two financial covenants that are tested at the end of each fiscal
quarter. The Borrower is required to maintain a ratio of
consolidated funded indebtedness minus unrestricted cash and cash
equivalents (in the aggregate not to exceed $50 million and to
include not more than $25 million of foreign unrestricted cash
and cash equivalents) to consolidated EBITDA for the most recent
four fiscal quarter period not to exceed 4.00:1.00; provided that
the Borrower shall be permitted to increase the ratio to
4.50:1.00 in connection with any permitted acquisition or any
other acquisition consented to by Administrative Agent and the
Required Lenders (as defined in the Credit Agreement) with total
cash consideration in excess of $25 million.Such increase shall
be applicable for the fiscal quarter in which such acquisition is
consummated and the three consecutive test periods thereafter.
The Borrower is also required to maintain a ratio of consolidated
EBITDA to consolidated interest expense, in each case for the
most recent four fiscal quarter period, of not less than
3.00:1.00.

The Credit Agreement contains certain events of default,
including, among others, non-payment of principal or interest,
breach of the covenants, cross default and cross acceleration to
certain other indebtedness, defaults on monetary judgment orders,
certain ERISA events, certain bankruptcy and insolvency events,
actual or asserted invalidity of any guarantee or security
document and change in control.

This summary of the Credit Agreement does not purport to be a
complete description and is qualified in its entirety by
reference to the full text of the Credit Agreement, which is
filed as Exhibit 10.1 hereto and incorporated herein by
reference.

(d) Exhibits.

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.

MEDPACE HOLDINGS, INC. (NASDAQ:MEDP) Recent Trading Information

MEDPACE HOLDINGS, INC. (NASDAQ:MEDP) closed its last trading session down -0.55 at 36.00 with 112,974 shares trading hands.