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PRXL > SEC Filings for PRXL > Form 8-K on 1-Jul-2013All Recent SEC Filings

Show all filings for PAREXEL INTERNATIONAL CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for PAREXEL INTERNATIONAL CORP


1-Jul-2013

Entry into a Material Definitive Agreement, Creation of a Direct Finan


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.


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