PAREXEL International Corporation (NASDAQ:PRXL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Company) entered into an agreement (the Agreement) to purchase
shares of its common stock (Common Stock) from HSBC Bank USA,
National Association (HSBC), for an aggregate purchase price of
$200 million to an accelerated share purchase program. The
Company is acquiring these shares as part of the stock repurchase
plan that was announced on October 26, 2016. Under the stock
repurchase plan, the Companys Board of Directors has authorized
the Company to repurchase up to $200 million of the Companys
outstanding shares of Common Stock.
million to HSBC and will receive from HSBC approximately 2.8
million shares of Common Stock, representing 80 percent of the
shares to be repurchased by the Company under the Agreement. The
shares will be repurchased at a price of $57.51 per share, which
was the closing price of the Common Stock on November 21, 2016.
These shares will be cancelled and restored to the status of
authorized and unissued shares. The final number of shares to be
delivered to the Company by HSBC under the Agreement at program
maturity, net of the initial delivery, will be adjusted based on
an agreed upon discount to the average of the daily volume
weighted average price of the Common Stock during the term of the
Agreement. If the number of shares to be delivered to the Company
at maturity is less than the initial delivery of shares by HSBC,
the Company would be required to remit shares or cash, at the
Companys option, to HSBC in an amount equivalent to such
shortfall.
this type, including, but not limited to, (i) the mechanism used
to determine the number of shares that will be delivered, (ii)
the required timing of delivery of the shares, (iii) the
circumstances under which HSBC is permitted to make adjustments
to the transaction terms, (iv) the circumstances under which the
Company could be required to deliver cash or shares (at the
Companys option) to HSBC upon settlement of the transaction and
(vi) various acknowledgements, representations and warranties
made by the parties to one another.
complete and is qualified in its entirety by reference to the
Agreement, a copy of which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.Item 9.01. Financial Statements
and Exhibits.(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Letter Agreement Regarding Accelerated Share Repurchase
Program by and between PAREXEL International Corporation and HSBC Bank USA, National Association, dated November 21, 2016. |
About PAREXEL International Corporation (NASDAQ:PRXL)
PAREXEL International Corporation (PAREXEL) is a biopharmaceutical outsourcing services company. The Company provides a range of expertise in clinical research, clinical logistics, medical communications, consulting, commercialization, and technology products and services to pharmaceutical, biotechnology and medical device industries. Its segments include Clinical Research Services (CRS), PAREXEL Consulting Services (PC) and PAREXEL Informatics (PI). The CRS segment includes various phases of clinical research from first-in-man trials, where a medicinal entity is tested on human subjects for the first time, through post-marketing studies, following approval by the presiding regulatory body. The PC segment provides technical expertise and advice in areas, such as strategy, drug development, regulatory affairs, strategic compliance and targeted communications services in support of product launch. The Company’s PI segment provides information technology solutions. PAREXEL International Corporation (NASDAQ:PRXL) Recent Trading Information
PAREXEL International Corporation (NASDAQ:PRXL) closed its last trading session up +0.79 at 58.30 with 3,756,636 shares trading hands.
