Quintiles Transnational Corp. (the “Company”) announced today that it is pursuing plans to enter into new $2.2 billion credit facilities. The new credit facilities would include a $225 million first lien revolving credit facility due in 2016 and a $2.0 billion first lien term loan B due in 2018.
Proceeds from these borrowings would be used to refinance approximately $1.7 billion of existing debt, including $525 million aggregate principle amount 9.50% senior notes due December 2014 of Quintiles Transnational Holdings Inc., the Company’s parent company (“Quintiles Holdings”). The refinancing is subject to certain conditions and other terms which could result in the Company not completing the refinancing.
The refinancing, if completed, is intended to provide the Company with more favorable debt terms within a debt market currently offering attractive terms to companies with strong financial track records.
The Company announced a similar refinancing effort in March 2011 which was postponed when global credit market conditions became less favorable than expected.
Quintiles Holdings announced today that it has commenced a cash tender offer for any and all of its outstanding $525 million aggregate principal amount 9.50% senior notes due 2014 (CUSIP Nos. 74876Y AA9 and U74887 AA5)(the “Notes”).
In connection with the cash tender offer, Quintiles Holdings is also soliciting consents to amend the indenture under which the Notes were issued to eliminate most of the restrictive covenants contained in the indenture and amend certain related provisions.
The tender offer and consent solicitation is being made pursuant to the terms and conditions described in Quintiles Holdings’ Offer to Purchase and Consent Solicitation, dated May 10, 2011, and the Letter of Transmittal. Under the terms of the tender offer, the total consideration for each $1,000 principal amount of Notes tendered and accepted in the tender offer will be $1,028.75, plus accrued and unpaid interest to, but excluding, the applicable settlement date.
The total consideration includes a consent payment of $25.00 per $1,000 principal amount of Notes and is only payable to holders who validly tender their Notes and validly deliver their consents on or prior to 5:00 p.m., New York City time, on Monday, May 23, 2011 (the “Consent Payment Deadline”).
Holders who validly tender their Notes after the Consent Payment Deadline and prior to the expiration of the tender offer will receive the total consideration less the consent payment, or $1,003.75 per $1,000 principal amount of Notes, plus accrued but unpaid interest to, but excluding, the applicable settlement date. The tender offer is scheduled to expire at 12:00 midnight, New York City time, on Tuesday, June 7, 2011, unless extended, amended or earlier terminated by Quintiles Holdings in its sole discretion.
Prior to the expiration of the tender offer, upon satisfaction or waiver of the conditions to the tender offer, Quintiles Holdings may, at its option, accept and pay for Notes tendered. However, Quintiles Holdings does not currently anticipate paying for Notes tendered prior to the expiration of the tender offer. Holders of Notes will be paid accrued and unpaid interest up to but not including the applicable date of payment.
Quintiles Holdings’ obligation to consummate the tender offer is conditioned upon the satisfaction of certain conditions, including without limitation, (i) the Company having borrowed funds sufficient to purchase the Notes tendered and pay the related consent payments and fees and expenses in connection therewith prior to expiration of the tender offer, (ii) holders of Notes representing not less than a majority in principal amount of the outstanding Notes having tendered their Notes and delivered their consents, and (iii) the execution of a supplemental indenture to the Notes’ indenture implementing the proposed amendments to that indenture. Full details of the terms and conditions of the tender offer are included in Quintiles Holdings’ Offer to Purchase and Consent Solicitation Statement dated May 10, 2011.
Quintiles Holdings has engaged Wells Fargo Securities, LLC to act as dealer manager in connection with the tender offer. Questions regarding the tender offer may be directed to Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) and (704) 715-8341 (collect). Requests for documentation may be directed to Global Bondholder Services Corporation, the tender agent and information agent for the tender offer, at (866) 470-4200 (toll free) or (212) 430-3774.
This press release does not constitute an offer to buy, the solicitation of an offer to sell or the solicitation of consents with respect to the Notes. In accordance with any state securities laws applicable to the tender offer in the United States which require the tender offer to be made to the public by a licensed broker or dealer, the tender offer shall be deemed to be made to the holders of Notes residing in those states by Wells Fargo Securities, LLC on behalf of Quintiles Holdings. The tender offer and solicitation of consents is made solely pursuant to the Offer to Purchase and Consent Solicitation Statement dated May 10, 2011.
Quintiles is the only fully integrated biopharmaceutical services company offering clinical, commercial, consulting and capital solutions worldwide. The Quintiles network of more than 20,000 engaged professionals in 60 countries around the globe works with an unwavering commitment to patients, safety and ethics. Quintiles helps biopharmaceutical companies navigate risk and seize opportunities in an environment where change is constant. For more information, please visit www.quintiles.com.
Information in this press release contains "forward-looking statements." These statements involve risks and uncertainties that could cause actual results to differ materially, including, without limitation, the possibility that the Company may not be able to complete the proposed refinancing on acceptable terms or otherwise obtain funds sufficient to achieve the refinancing on the proposed timeline or at all. Any forward-looking statements are as of the date hereof, and we have no duty to update them if our views later change.
Quintiles Transnational Corp.
Phil Bridges, Media Relations
Greg Connors, Investor Relations