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
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Date of Report (Date of earliest event reported): March 15, 2022 |
Medpace Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-37856 | 32-0434904 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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5375 Medpace Way | |
Cincinnati, Ohio | | 45227 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 513 579-9911 |
(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:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Common Stock $0.01 par value | | MEDP | | NASDAQ Global Select Market |
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 1.01 Entry into a Material Definitive Agreement.
On March 15, 2022, Medpace Holdings, Inc., a Delaware corporation (the "Company"), through its wholly owned subsidiaries, Medpace, Inc., as borrower, and Medpace IntermediateCo, Inc., as guarantor, entered into Amendment No. 4 to Loan Documents (“Amendment No. 4”) with PNC Bank, National Association in connection with the Company’s unsecured credit facility (the “Loan Documents”). Amendment No. 4 increases the aggregate principal amount that may be borrowed under the facility’s line of credit to up to $250 million and updates provisions related to anti-money laundering/international trade law compliance.
The foregoing description of Amendment No. 4 is qualified in its entirety by reference to Amendment No. 4. A copy of Amendment No. 4 is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 8.01 Other Events.
Increase in Share Repurchase Program
As of March 16, 2022, the Board of Directors ("Board") of the Company approved an increase of $200 million to the Company's stock repurchase program. The timing, price and volume of repurchases will be based on market conditions, relevant securities laws and other factors. The stock repurchases may be made from time to time, through solicited or unsolicited transactions in the open market, in privately negotiated transactions or pursuant to a Rule 10b5-1 plan. The program may be discontinued or amended at any time without notice.
Decrease in Shares Outstanding
After February 11, 2022 through March 14, 2022, the Company has repurchased 1,782,136 shares of the Company’s common stock for treasury. These repurchases have resulted in a decrease of approximately 5% of the Company’s outstanding shares of common stock after February 11, 2022. As of March 14, 2022, the Company had 33,723,904 shares of common stock outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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 thereunto duly authorized.
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| | | MEDPACE HOLDINGS, INC. |
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Date: | March 16, 2022 | By: | /s/ Stephen P. Ewald |
| | Name: Title: | Stephen P. Ewald
General Counsel and Corporate Secretary |
