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): November 14, 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 November 14, 2023, IQVIA Holdings Inc. (the “Company”) issued a press release announcing that its wholly owned subsidiary, IQVIA Inc. (the “Issuer”) intends to raise $500,000,000 in gross proceeds through an offering of senior secured notes due 2029 and intends to refinance certain of the Issuer’s existing indebtedness. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On November 14, 2023, the Issuer entered into a purchase agreement with the representative of the purchasers named therein, relating to the issuance and sale of $1,250,000,000 in aggregate principal amount of senior secured notes due 2029 bearing interest at a rate of 6.250% per annum. The consummation of the notes offering, which is expected to occur on or about November 28, 2023, is subject to the satisfaction of customary closing conditions.
On November 15, 2023, the Company issued a press release announcing the pricing of the notes offering, including an additional $750,000,000 aggregate principal amount of senior secured notes due 2029, for 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> <br>No. | Description |
|---|---|
| 99.1 | Launch press release dated November 14, 2023 |
| 99.2 | Pricing press release dated November 15, 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: November 15, 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
INNOVATION PARK, N.C.—November 14, 2023—(BUSINESS WIRE)—IQVIA Holdings Inc. (NYSE:IQV) (the “Company”) today announced that its wholly-owned subsidiary, IQVIA Inc. (the “Issuer” or “Borrower”), intends to raise $500,000,000 through an offering of senior secured notes due 2029 (the “Notes”).
Substantially concurrently with the closing of this offering, the Borrower intends to amend its senior secured credit facilities (the “Credit Agreement Amendment”) to provide for a new term B loan of approximately $1,250 million (the “New Term Loan B”).
The proceeds from the Notes offering, together with the proceeds from the New Term Loan B, are expected to be used to repay certain of the outstanding term loans under the Borrower’s senior secured credit facilities and to pay fees and expenses related to the Issuer’s Notes offering and the Borrower’s Credit Agreement Amendment. The consummation of the Notes offering is subject to market and other customary conditions. There can be no guarantee that the Credit Agreement Amendment will be entered into or that the New Term Loan B will be obtained on the anticipated terms or at all. The Credit Agreement Amendment and the New Term Loan B are not conditioned on the consummation of the Notes offering, and the Notes offering is not conditioned on the consummation of the Credit Agreement Amendment or the incurrence of the New Term Loan B.
Following the consummation of the Notes offering and the closing of the New Term Loan B, the Company intends to enter into one or more currency swap agreements to hedge exposure to USD-denominated indebtedness created by the Notes and the New Term Loan B. There can be no assurances that the Company will enter into any such currency swap agreements, and the closing of the Notes offering and the consummation of the New Term Loan B are not conditioned on the entry into any currency swap agreements.
Certain statements in this press release are forward-looking statements. These statements involve a number of risks, uncertainties and other factors, including the Company’s potential entry into one or more currency swap agreements, failure to consummate the Notes offering, the failure to execute the Credit Agreement Amendment 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 reliance on Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States in reliance on 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
INNOVATION PARK, N.C.— November 15, 2023—(BUSINESS WIRE)— IQVIA Holdings Inc. (NYSE:IQV) (the “Company”) today announced that its wholly-owned subsidiary, IQVIA Inc. (the “Issuer” or “Borrower”), priced an offering of $1,250 million in aggregate principal amount of senior secured notes due 2029 (the “Notes”), which was upsized due to strong demand. Substantially concurrently with the closing of this offering, the Borrower intends to amend its senior secured credit facilities (the “Credit Agreement Amendment”) to provide for a new term B loan due 2031 of approximately $1,250 million (the “New Term Loan B”).
The proceeds from the Notes offering, together with the proceeds from the New Term Loan B, are expected to be used to repay certain of the outstanding term loans under the Borrower’s senior secured credit facilities due in 2024 and in 2025, and to pay fees and expenses related to the Issuer’s Notes offering and the Borrower’s Credit Agreement Amendment.
The Notes will bear interest at a rate of 6.250% per annum and will pay interest semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2024. The Notes will mature on February 1, 2029, unless earlier repurchased or redeemed in accordance with their terms. The issuance of the Notes is expected to occur on or about November 28, 2023, subject to the satisfaction of customary closing conditions.
In connection with the pricing of the Notes, the Company entered into a cross-currency swap agreement to effectively convert $1,250 million of the Notes into a euro-denominated borrowing at prevailing euro interest rates to hedge exposure to USD-denominated indebtedness created by the Notes. The effective net borrowing rate to the Company will be approximately 4.8555%, inclusive of the yield on the Notes and the beneficial impact of the cross-currency swap. The Company also intends to enter into one or more cross-currency swap agreements to hedge exposure to USD-denominated indebtedness created by the New Term Loan B.
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 reliance on Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States in reliance on 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.
Forward Looking Statements
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, failure to execute the Credit Agreement Amendment and potential changes in market conditions that could cause actual results to differ materially. There can be no guarantee that the Credit Agreement Amendment will be entered into or that the New Term Loan B will be obtained on the anticipated terms or at all. The Credit Agreement Amendment and the New Term Loan B are not conditioned on the consummation of the Notes offering, and the Notes offering is not conditioned on the consummation of the Credit Agreement Amendment or the incurrence of the New Term Loan B. Further, there can be no assurances that the Company will enter into any cross-currency swap agreements to hedge exposure to USD-denominated indebtedness created by the New Term Loan B, and the closing of the Notes offering and the consummation of the New Term Loan B are not conditioned on the entry into any cross-currency swap agreements.
Contacts
Nick Childs, IQVIA Investor Relations (nick.childs@iqvia.com)
+1.973.316.3828
Source: IQVIA Holdings Inc.
