Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT:NOTE PURCHASE AGREEMENT - PAREXEL INTERNATIONAL CORP | exhibit101notepurchaseagre.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 25, 2013
PAREXEL International Corporation |
(Exact name of registrant as specified in charter)
Massachusetts | 000-21244 | 04-2776269 |
(State or other juris- diction of incorporation | (Commission File Number) | (IRS Employer Identification No.) |
195 West Street, Waltham, Massachusetts | 02451 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (781) 487-9900
Not applicable. |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations for the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On June 25, 2013, PAREXEL International Corporation (“PAREXEL” or the “Company”) entered into a Note Purchase Agreement with certain institutional investors (the “Note Purchase Agreement”), a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. The following is a summary of the material terms of the Note Purchase Agreement and is qualified in its entirety by reference to the Note Purchase Agreement.
Pursuant to the Note Purchase Agreement, on or about July 25, 2013 (but no later than August 22, 2013), the Company will, subject to the terms and conditions of the Note Purchase Agreement, issue $100.0 million principal amount of 3.11% senior notes due July 25, 2020 (the “Notes”) for aggregate gross proceeds of $100.0 million in a private placement solely to accredited investors. The Company will pay interest on the outstanding balance of the Notes at a rate of 3.11% per annum, payable semi-annually on January 25 and July 25 of each year until the principal on the Notes shall have become due and payable. The Company may, at its option, upon notice and subject to the terms of the Note Purchase Agreement, prepay at any time all or part of the Notes in an amount not less than 10% of the aggregate principal amount of the Notes then outstanding, plus a Make-Whole Amount (as defined in the Note Purchase Agreement). The Notes shall become due and payable on July 25, 2020, unless payment is required to be made earlier under the terms of the Note Purchase Agreement.
The Note Purchase Agreement includes operational and financial covenants, with which the Company is required to comply, including, among others, maintenance of certain financial ratios and restrictions on additional indebtedness, liens and dispositions. Events of default under the Note Purchase Agreement include failure to comply with the financial and operational covenants, as well as bankruptcy and other insolvency events. If an event of default occurs and is continuing, then the holders of Notes representing a majority of the aggregate principal amount outstanding have the right to accelerate and require the Company to repay all of the outstanding Notes, and in limited circumstances, such acceleration is automatic. The Company currently expects to use the proceeds from the private placement to pay down debt outstanding under its revolving line of credit. The Note Purchase Agreement permits the proceeds from the private placement to be used for working capital purposes, stock repurchase financing, debt refinancing, and for general corporate purposes including the financing of acquisitions.
In connection with the Note Purchase Agreement, certain subsidiaries of the Company will enter into a Subsidiary Guaranty (the “Subsidiary Note Guaranty”), pursuant to which such subsidiaries will guarantee the obligations of the Company under the Notes and the Note Purchase Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above with respect to the Note Purchase Agreement is incorporated herein in its entirety.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit | ||
No. | Description | |
10.1 | Note Purchase Agreement, dated as of June 25, 2013, between the Company and the Purchasers listed therein. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 1, 2013 | PAREXEL International Corporation |
By: | /s/ Josef H. von Rickenbach |
Josef H. von Rickenbach Chairman and CEO | |