Full Press Release Details
ICON LUXEMBOURG, S. R.L.,
INDIGO MERGER SUB, INC.,
ICON CLINICAL RESEARCH LIMITED,
ICON GLOBAL TREASURY UNLIMITED COMPANY,
ICON US HOLDINGS INC.
and ICON CLINICAL INVESTMENTS, LLC,
ICON PUBLIC LIMITED COMPANY,
as Holdings and a Guarantor,
THE SUBSIDIARY GUARANTORS PARTY HERETO,
as Subsidiary Guarantors
The Lenders Party Hereto,
as Administrative Agent
CITIBANK, N.A., LONDON BRANCH,
CITIGROUP GLOBAL MARKETS INC. and
J.P. MORGAN SECURITIES PLC,
as Joint Bookrunners,
CITIGROUP GLOBAL MARKETS INC.,
BANCO SANTANDER S.A.,
HSBC CONTINENTAL EUROPE SA,
J.P. MORGAN SECURITIES PLC and
MORGAN STANLEY BANK INTERNATIONAL LIMITED,
as Joint Lead Arrangers
| Page | ||
| Article I Definitions | 1 | |
| Section 1.01 | Defined Terms | 1 |
| Section 1.02 | Classification of Loans and Borrowings | 78 |
| Section 1.03 | Terms Generally | 78 |
| Section 1.04 | Accounting Terms; GAAP | 78 |
| Section 1.05 | [Reserved] | 79 |
| Section 1.06 | Special Luxembourg Provisions | 79 |
| Section 1.07 | Certain Conditions, Calculations and Tests | 80 |
| Section 1.08 | Divisions | 83 |
| Article II The Credits | 83 | |
| Section 2.01 | Commitments and Loans | 83 |
| Section 2.02 | Loans and Borrowings | 84 |
| Section 2.03 | Requests for Borrowings | 85 |
| Section 2.04 | Determination of Dollar Amounts | 85 |
| Section 2.05 | Swingline Loans | 86 |
| Section 2.06 | Letters of Credit | 87 |
| Section 2.07 | Funding of Borrowings | 93 |
| Section 2.08 | Interest Elections | 93 |
| Section 2.09 | Termination and Reduction of Commitments | 95 |
| Section 2.10 | Repayment of Loans; Evidence of Debt | 95 |
| Section 2.11 | Prepayment of Loans | 97 |
| Section 2.12 | Fees | 101 |
| Section 2.13 | Interest | 102 |
| Section 2.14 | Benchmark Replacement Setting | 103 |
| Section 2.15 | Increased Costs | 106 |
| Section 2.16 | Break Funding Payments | 107 |
| Section 2.17 | Taxes | 108 |
| Section 2.18 | Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Set-offs | 113 |
| Section 2.19 | Mitigation Obligations; Replacement of Lenders | 115 |
| Section 2.20 | Incremental Credit Extensions | 115 |
| Section 2.21 | Judgment Currency | 119 |
| Section 2.22 | Extensions of Loans and Commitments | 120 |
| Section 2.23 | Loan Repurchases | 122 |
| Page | ||
| Section 2.24 | Refinancing Amendment | 124 |
| Section 2.25 | Illegality | 125 |
| Section 2.26 | Defaulting Lenders | 125 |
| Article III Representations and Warranties | 127 | |
| Section 3.01 | Organization; Powers; Subsidiaries | 128 |
| Section 3.02 | Authorization; Enforceability | 128 |
| Section 3.03 | Governmental Approvals; No Conflicts | 128 |
| Section 3.04 | Financial Condition; No Material Adverse Change | 129 |
| Section 3.05 | Properties | 129 |
| Section 3.06 | Litigation, Environmental and Labor Matters | 129 |
| Section 3.07 | Compliance with Laws and Agreements | 130 |
| Section 3.08 | Investment Company Status | 130 |
| Section 3.09 | Taxes | 130 |
| Section 3.10 | ERISA | 130 |
| Section 3.11 | Disclosure | 131 |
| Section 3.12 | Federal Reserve Regulations | 131 |
| Section 3.13 | Security Interest in Collateral | 131 |
| Section 3.14 | Solvency | 132 |
| Section 3.15 | Compliance with Anti-Corruption Laws and Sanctions | 132 |
| Section 3.16 | No Irish Financial Assistance | 132 |
| Section 3.17 | Luxembourg Matters | 132 |
| Section 3.18 | PATRIOT Act, etc | 133 |
| Article IV Conditions | 133 | |
| Section 4.01 | Conditions Precedent to the Closing Date | 133 |
| Section 4.02 | Each Credit Event after the Closing Date | 137 |
| Article V Affirmative Covenants | 138 | |
| Section 5.01 | Financial Statements and Other Information | 138 |
| Section 5.02 | Notices of Material Events | 140 |
| Section 5.03 | Existence; Conduct of Business | 141 |
| Section 5.04 | Payment of Obligations | 141 |
| Section 5.05 | Maintenance of Properties; Insurance | 141 |
| Section 5.06 | Books and Records; Inspection Rights | 141 |
| Section 5.07 | Compliance with Laws | 142 |
| Page | ||
| Section 5.08 | Use of Proceeds | 142 |
| Section 5.09 | Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances; Guarantor Coverage Test | 142 |
| Section 5.10 | Designation of Subsidiaries | 144 |
| Section 5.11 | Maintenance of Ratings | 144 |
| Section 5.12 | Transactions with Affiliates | 144 |
| Section 5.13 | Fiscal Periods | 147 |
| Section 5.14 | Anti-Terrorism and Anti-Money Laundering | 147 |
| Section 5.15 | Post-Closing Schedule | 147 |
| Article VI Negative Covenants | 147 | |
| Section 6.01 | Indebtedness | 148 |
| Section 6.02 | Liens | 153 |
| Section 6.03 | Asset Sales | 154 |
| Section 6.04 | Restricted Payments, Investments, Loans, Advances, Guarantees and Acquisitions | 154 |
| Section 6.05 | [Reserved] | 160 |
| Section 6.06 | [Reserved] | 160 |
| Section 6.07 | Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries | 160 |
| Section 6.08 | Amendments to Subordinated Indebtedness and Certain Other Documents, etc | 162 |
| Section 6.09 | Sale and Leaseback Transactions | 162 |
| Section 6.10 | [Reserved] | 162 |
| Section 6.11 | Merger, Consolidation or Sale of Assets | 162 |
| Section 6.12 | Financial Covenant | 163 |
| Article VII Events of Default and Remedies | 164 | |
| Section 7.01 | Events of Default | 164 |
| Section 7.02 | Borrowers' Right to Cure | 167 |
| Article VIII The Agents | 168 | |
| Section 8.01 | The Agents | 168 |
| Section 8.02 | Erroneous Payments | 173 |
| Article IX Miscellaneous | 175 | |
| Section 9.01 | Notices | 175 |
| Section 9.02 | Waivers; Enforcement; Amendments | 177 |
| Page | ||
| Section 9.03 | Expenses; Indemnity; Damage Waiver | 180 |
| Section 9.04 | Successors and Assigns | 182 |
| Section 9.05 | Survival | 187 |
| Section 9.06 | Counterparts; Integration; Effectiveness | 187 |
| Section 9.07 | Severability | 188 |
| Section 9.08 | Right of Setoff | 188 |
| Section 9.09 | Governing Law; Jurisdiction; Consent to Service of Process; Foreign Process Agent | 188 |
| Section 9.10 | WAIVER OF JURY TRIAL | 189 |
| Section 9.11 | Headings | 189 |
| Section 9.12 | Confidentiality | 190 |
| Section 9.13 | Release of Liens and Guarantees | 190 |
| Section 9.14 | USA PATRIOT Act | 191 |
| Section 9.15 | Appointment for Perfection | 191 |
| Section 9.16 | No Fiduciary Relationship | 192 |
| Section 9.17 | Interest Rate Limitation | 192 |
| Section 9.18 | Acknowledgement and Consent to Bail-In of Affected Financial Institutions | 192 |
| Section 9.19 | Certain ERISA Matters | 193 |
| Section 9.20 | Acknowledgement Regarding Any Supported QFCs | 194 |
| Article X The Guaranty | 195 | |
| Section 10.01 | The Guarantee | 195 |
| Section 10.02 | Obligations Unconditional | 195 |
| Section 10.03 | Reinstatement | 197 |
| Section 10.04 | Certain Additional Waivers | 197 |
| Section 10.05 | Remedies | 197 |
| Section 10.06 | Rights of Contribution | 197 |
| Section 10.07 | Guaranty of Payment; Continuing Guarantee | 197 |
| Section 10.08 | Guarantee Limitations | 197 |
| Section 10.09 | Keepwell | 198 |
| Schedule 1.01A | - | Agreed Guarantee and Security Principles |
| Schedule 1.01B | - | Existing Investments |
| Schedule 1.01C | - | Existing Liens |
| Schedule 1.01D | - | Excluded Subsidiaries |
| Schedule 1.01E | - | Foreign Security Documents |
| Schedule 1.01F | - | Subsidiary Guarantors |
| Schedule 2.01 | - | Commitments |
| Schedule 3.01 | - | Subsidiaries |
| Schedule 3.03 | - | Certain Existing Indebtedness |
| Schedule 3.05 | - | Material Intellectual Property Litigation |
| Schedule 3.06 | - | Material Litigation |
| Schedule 3.07 | - | Compliance with Laws |
| Schedule 3.10 | - | Prohibited Transactions |
| Schedule 3.13 | - | Existing Liens to be Released at Closing |
| Schedule 5.15 | - | Post-Closing Schedule |
| Schedule 6.01 | - | Existing Indebtedness |
| Schedule 6.07 | - | Existing Restrictions |
| Exhibit A | - | Form of Assignment and Assumption |
| Exhibit B | - | Auction Procedures |
| Exhibit C | - | Form of Solvency Certificate |
| Exhibit D | - | Form of Joinder Agreement |
| Exhibit E-1 | - | Form of First Lien Intercreditor Agreement |
| Exhibit E-2 | - | Form of First-Second Lien Intercreditor Agreement |
| Exhibit F | - | Form of U.S. Security Agreement |
| Exhibit G-1 | - | Form of U.S. Tax Compliance Certificate |
| Exhibit G-2 | - | Form of U.S. Tax Compliance Certificate |
| Exhibit G-3 | - | Form of U.S. Tax Compliance Certificate |
| Exhibit G-4 | - | Form of U.S. Tax Compliance Certificate |
| Exhibit H | - | Form of Irish Qualifying Lender Confirmation |
| Exhibit I | - | Form of Borrowing Request |
| Exhibit J | - | Form of Perfection Certificate Supplement |
CREDIT AGREEMENT, dated as
of July 1, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this "Agreement"),
among ICON LUXEMBOURG, S. R.L., a soci t responsabilit limit e incorporated
and existing under Luxembourg law, having its registered office at 61, rue de Rollingergrund, L-2440, Luxembourg and registered
with the Luxembourg register of commerce and companies (R.C.S. Luxembourg) under number B66588 (the "Lux Borrower"),
ICON Clinical Investments, LLC, a Delaware limited liability company (the "Lux U.S. Subsidiary Borrower"), INDIGO
MERGER SUB, INC., a Delaware corporation ("Merger Sub" and, prior to the consummation of the Acquisition, the
"U.S. Borrower") (which, after giving effect to the Acquisition on the Closing Date, shall be succeeded by PRA
Health Sciences, Inc., a Delaware corporation (the "Target" and, following the consummation of the Acquisition,
the "U.S. Borrower"), ICON PUBLIC LIMITED COMPANY, an Irish public limited company ("Holdings"),
the Revolving Borrowers (as such term is defined in Article I), each Additional Borrower, the Subsidiary Guarantors (as
such term is defined in Article I) party hereto, the LENDERS from time to time party hereto, CITIBANK, N.A., as Administrative
Agent, and CITIBANK, N.A., LONDON BRANCH, as Collateral Agent.
NOW, THEREFORE, the parties
hereto agree as follows:
Section 1.01 Defined
Terms. As used in this Agreement, the following terms have the meanings specified below:
when used in reference to any Loan or Borrowing, refers to a Loan, or the Loans comprising such Borrowing, bearing interest at
a rate determined by reference to the Alternate Base Rate.
Lender" has the meaning assigned to such term in Section 2.11(e).
means Indebtedness incurred in the ordinary course of business arising in connection with any automated clearinghouse transfers
of funds or other payment processing service.
means the merger of Merger Sub with and into the Target, with the Target as the surviving corporation, as provided for in the Acquisition
Agreement and the related transactions.
"Acquisition Agreement"
means the Agreement and Plan of Merger dated as of February 24, 2021 among Holdings, U.S. Holdco, Merger Sub and the Target (including,
without limitation, all exhibits, schedules and disclosure letters thereto), as the same may be altered, amended, changed, supplemented
or with any provision or condition therein waived.
"Acquisition Agreement
Representations" means such representations and warranties made by or with respect to the Target and its subsidiaries
in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Holdings (or its applicable
subsidiaries) have the right (taking into account any applicable cure periods) to terminate its obligation to consummate the Acquisition
under the Acquisition Agreement or the right not to consummate the Acquisition pursuant to the Acquisition Agreement as a result
of a breach of such representations and warranties, in each case in accordance with the terms thereof.
"Acquisition Documents"
means the Acquisition Agreement and any other documents executed or issued, or to be executed or issued, by or on behalf of the
Target and/or the U.S. Borrower in respect of the Acquisition (but excluding the Loan Documents).
"Additional Borrower"
means any one or more Restricted Subsidiaries that is or becomes a Subsidiary Guarantor designated by Holdings as a borrower of
any Incremental Loans hereunder, Revolving Loans or Other Refinancing Loans; provided, however, that only Restricted
Subsidiaries organized under the laws of Ireland, Luxembourg, England and Wales and/or a jurisdiction located in the United States
may be designated by Holdings as Additional Borrowers; provided, further, that the Additional Borrower shall have
satisfied the requirements set forth in Section 4.01(c), and for such purposes, any reference to the Closing Date in such Section
4.01(c) shall be deemed to be a reference to the date on which such Subsidiary Guarantor becomes an Additional Borrower. For the
avoidance of doubt, any Restricted Subsidiary designated as an Additional Borrower shall cease to be an "Additional Borrower"
upon the repayment of all Loans (or, in the case of an Additional Borrower that is a Revolving Borrower, the repayment of all Loans
and termination of all Revolving Commitments) in respect of which such Restricted Subsidiary was designated as an "Additional
Borrower" and shall be deemed to be a Guarantor.
has the meaning assigned to such term in Section 2.20(a).
Rate" means, with respect to any Eurocurrency Borrowing denominated in euros, for any Interest Period, an interest rate
per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the sum of (a) the EURIBOR Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate; provided that, with respect to Revolving
Loans, such rate shall not be less than zero.
Rate" means, with respect to any Eurocurrency Borrowing denominated in any Agreed Currency other than euros, for any
Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the sum of (a) the
LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided
that (i) with respect to Revolving Loans, such rate shall not be less than zero and (ii) with respect to the Initial Term Loans,
such rate shall not be less than 0.50%.
Agent" means Citibank, N.A., in its capacity as administrative agent for the Lenders hereunder.
Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent.
Institution" means (a) any EEA Financial Institution or (b) any UK Financial Institution.
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.
has the meaning assigned to such term in Section 9.01(c).
has the meaning assigned to such term in Section 8.01.
means (i) Dollars, (ii) euro (solely with respect to Revolving Loans and Letters of Credit), (iii) Pounds Sterling (solely
with respect to Revolving Loans and Letters of Credit) and (iv) any other Foreign Currency agreed to by the Administrative Agent,
each of the Lenders and each Issuing Bank of the applicable Class of Loans.
and Security Principles" means the Agreed Guarantee and Security Principles set forth on Schedule 1.01A.
For the avoidance of doubt, the Agreed Guarantee and Security Principles shall only apply to Guarantees proposed to be granted
by, assets of, and Equity Interests in, Holdings and the Foreign Subsidiaries.
has the meaning assigned to such term in the preamble hereto.