| Item 1.01 | Entry into a Material Definitive Agreement |
Notes Offering and Notes Indentures
On November 28, 2023, IQVIA Inc. (the “Issuer” or “Borrower”), a wholly owned subsidiary of IQVIA Holdings Inc. (the “Company”), completed the issuance and sale of $1.25 billion in gross proceeds of the Issuer’s 6.250% senior secured notes due 2029 (the “Notes”). The Notes were issued pursuant to an Indenture, dated November 28, 2023 (the “Indenture”), among the Issuer, U.S. Bank Trust Company, National Association, as trustee of the Notes and as collateral agent, and the Company and certain subsidiaries of the Issuer as guarantors.
The net proceeds from the Notes offering, together with the proceeds from the $1.5 billion of incremental Term B-4 Dollar Loans (as defined below), will be used to repay the outstanding Euro-denominated term B loan (“TLB”) due in March 2024, the U.S. dollar-denominated TLB due in January 2025 and the U.S. dollar-denominated TLB due in June 2025 under the Borrower’s senior secured credit facilities, and to pay fees and expenses related to the Notes offering and the Amendment (as defined below).
The Notes are secured obligations of the Issuer, will mature on February 1, 2029, unless earlier repurchased or redeemed in accordance with their terms, and will bear interest at the rate of 6.250% per year, with interest payable semi-annually on February 1 and August 1 of each year, beginning on February 1, 2024.
The Issuer may redeem the Notes prior to January 1, 2029 (one month prior to the maturity date of the Notes) subject to a customary make-whole premium. On or after January 1, 2029, the Issuer may redeem the Notes at any time at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest.
The foregoing description of the Notes and the Indenture is qualified in its entirety by reference to the Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Credit Agreement Amendment
On November 28, 2023, the Company entered into an amendment (the “Amendment”) to its Fifth Amended and Restated Credit Agreement (the “Credit Agreement”), among the Borrower, the Company, IQVIA RDS Inc., the other guarantors party thereto, Bank of America, N.A. as administrative agent and as collateral agent, and the Lenders (as defined therein) party thereto. Pursuant to the Amendment, the Company borrowed $1.5 billion in incremental Term B-4 Dollar Loans (as defined in the Credit Agreement).
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| 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 above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
In connection with the pricing of the Notes and the allocation of the Term B-4 Dollar Loans, the Company entered into two separate cross-currency swap agreements on November 15, 2023 and November 17, 2023, respectively. The cross-currency swaps effectively convert the Notes and Term B-4 Dollar Loans into euro-denominated borrowings at prevailing euro interest rates. The effective net borrowing rate to the Company is 4.8555% for the Notes and 4.9015% for the Term B-4 Dollar Loans, both rates inclusive of the yield on the Notes and the Term B-4 Dollar Loans, respectively, and the beneficial impact of the cross-currency swap.
