8-K
IQVIA HOLDINGS INC. (IQV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 18, 2023
IQVIA HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35907 | 27-1341991 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 2400 Ellis Road<br> <br>Durham, North Carolina | 27703 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (919) 998-2000
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 obligation of the registrant under any of the following provisions:
| ☐ | 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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading<br>Symbol | Name of Each Exchange<br> <br>on which Registered |
|---|---|---|
| Common Stock, par value $0.01 per share | “IQV” | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events |
|---|
On May 18, 2023, IQVIA Holdings Inc. (the “Company”) issued a press release announcing that its wholly owned subsidiary, IQVIA Inc. (the “Issuer”) intends to raise $1,000,000,000 in gross proceeds through an offering of senior secured notes due 2028 and senior notes due 2030 (the “notes offering”) and intends to refinance certain of its existing indebtedness. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On May 18, 2023, the Issuer entered into a purchase agreement with the representative of the purchasers named therein, relating to the issuance and sale of $750,000,000 in aggregate principal amount of senior secured notes due 2028 bearing interest at a rate of 5.700% per annum and $500,000,000 in aggregate principal amount of senior notes due 2030 bearing interest at a rate of 6.500% per annum. The consummation of the notes offering, which is expected to occur on or about May 23, 2023, is subject to the satisfaction of customary closing conditions. The Company also issued a press release announcing the pricing of the notes offering, including an additional $250,000,000 aggregate principal amount of senior secured notes due 2028, for a total gross proceeds of $1,250,000,000 for the offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits.
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Launch press release dated May 18, 2023 |
| 99.2 | Pricing press release dated May 18, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 18, 2023
| IQVIA HOLDINGS INC. | |
|---|---|
| By: | /s/ Eric Sherbet |
| Eric Sherbet | |
| Executive Vice President, General<br> <br>Counsel, and Secretary |
EX-99.1
Exhibit 99.1
IQVIA Announces Offering of Senior Secured Notes and Senior Notes
INNOVATION PARK, N.C.—May 18, 2023—(BUSINESS WIRE)—IQVIA Holdings Inc. (NYSE:IQV) today announced that its wholly-owned subsidiary, IQVIA Inc. (the “Issuer”), intends to raise $1,000,000,000 through an offering of senior secured notes due 2028 and senior notes due 2030 (collectively, the “Notes”).
The proceeds from the Notes offering will be used to repay existing borrowings under the Issuer’s revolving credit facility and to pay fees and expenses related to the Notes offering. The consummation of the Notes offering is subject to market and other customary conditions.
Certain statements in this press release are forward-looking statements. These statements involve a number of risks, uncertainties and other factors, including the failure to consummate the Notes offering and potential changes in market conditions that could cause actual results to differ materially.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any offer, solicitation or sale of the Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes to be offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act and outside the United States only to non-U.S. investors pursuant to Regulation S under the Securities Act. Any offer of the Notes will be made only by means of a private offering memorandum.
About IQVIA
IQVIA (NYSE:IQV) is a leading global provider of advanced analytics, technology solutions, and clinical research services to the life sciences industry. IQVIA creates intelligent connections across all aspects of healthcare through its analytics, transformative technology, big data resources and extensive domain expertise. IQVIA Connected Intelligence^TM^ delivers powerful insights with speed and agility — enabling customers to accelerate the clinical development and commercialization of innovative medical treatments that improve healthcare outcomes for patients. With approximately 87,000 employees, IQVIA conducts operations in more than 100 countries.
IQVIA is a global leader in protecting individual patient privacy. The company uses a wide variety of privacy-enhancing technologies and safeguards to protect individual privacy while generating and analyzing information on a scale that helps healthcare stakeholders identify disease patterns and correlate with the precise treatment path and therapy needed for better outcomes. IQVIA’s insights and execution capabilities help biotech, medical device and pharmaceutical companies, medical researchers, government agencies, payers and other healthcare stakeholders tap into a deeper understanding of diseases, human behaviors and scientific advances, in an effort to advance their path toward cures.
Contacts
Nick Childs, IQVIA Investor Relations (nick.childs@iqvia.com)
+1.973.316.3828
Source: IQVIA
EX-99.2
Exhibit 99.2
IQVIA Announces Pricing of Upsized Offering of Senior Secured Notes and Senior Notes
INNOVATION PARK, N.C.—May 18, 2023—(BUSINESS WIRE)— IQVIA Holdings Inc. (NYSE:IQV) today announced that its wholly-owned subsidiary, IQVIA Inc. (the “Issuer”), priced an offering of $1,250,000,000 in aggregate principal amount of senior notes, which was upsized due to strong demand, consisting of $750,000,000 in aggregate principal amount of senior secured notes due 2028 (the “Senior Secured Notes”) and $500,000,000 in aggregate principal amount of senior notes due 2030 (the “Senior Notes” and, together with the Senior Secured Notes, the “Notes”). The proceeds from the Notes offering will be used to repay existing borrowings under the Issuer’s revolving credit facility and to pay fees and expenses related to the Notes offering.
The Senior Secured Notes will bear interest at a rate of 5.700% per annum and will pay interest semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2023. The Senior Secured Notes will mature on May 15, 2028, unless earlier repurchased or redeemed in accordance with their terms. The Senior Notes will bear interest at a rate of 6.500% per annum and will pay interest semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2023. The Senior Notes will mature on May 15, 2030, unless earlier repurchased or redeemed in accordance with their terms. The issuance of the Notes is expected to occur on or about May 23, 2023, subject to the satisfaction of customary closing conditions.
Certain statements in this press release are forward-looking statements. These statements involve a number of risks, uncertainties and other factors, including the failure to consummate the Notes offering and potential changes in market conditions that could cause actual results to differ materially.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any offer, solicitation or sale of the Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes to be offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act and outside the United States only to non-U.S. investors pursuant to Regulation S under the Securities Act. Any offer of the Notes will be made only by means of a private offering memorandum.
About IQVIA
IQVIA (NYSE:IQV) is a leading global provider of advanced analytics, technology solutions, and clinical research services to the life sciences industry. IQVIA creates intelligent connections across all aspects of healthcare through its analytics, transformative technology, big data resources and extensive domain expertise. IQVIA Connected Intelligence^™^ delivers powerful insights with speed and agility — enabling customers to accelerate the clinical development and commercialization of innovative medical treatments that improve healthcare outcomes for patients. With approximately 87,000 employees, IQVIA conducts operations in more than 100 countries.
IQVIA is a global leader in protecting individual patient privacy. The company uses a wide variety of privacy-enhancing technologies and safeguards to protect individual privacy while generating and analyzing information on a scale that helps healthcare stakeholders identify disease patterns and correlate with the precise treatment path and therapy needed for better outcomes. IQVIA’s insights and execution capabilities help biotech, medical device and pharmaceutical companies, medical researchers, government agencies, payers and other healthcare stakeholders tap into a deeper understanding of diseases, human behaviors and scientific advances, in an effort to advance their path toward cures.
Contacts
Nick Childs, IQVIA Investor Relations (nick.childs@iqvia.com)
+1.973.316.3828
Source: IQVIA Holdings Inc.
