UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
83 Wooster Heights Road
Danbury, Connecticut 06810
And
| (Address of principal executive offices) |
Registrant’s telephone number, including area code: (203) 448-4600 and
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 Symbol |
Name of Each Exchange on which Registered | ||
| “ |
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 February 17, 2021, IQVIA Inc. (the “Issuer”), a wholly owned subsidiary of IQVIA Holdings Inc. (the “Company”), entered into a purchase agreement with the purchasers named therein, relating to the issuance and sale of €1,450,000,000 aggregate principal amount of senior notes, consisting of €550,000,000 aggregate principal amount of senior notes due 2026 bearing interest at a rate of 1.750% per annum and €900,000,000 aggregate principal amount of senior notes due 2029 bearing interest at a rate of 2.250% per annum (collectively, the “Notes”). The consummation of the Notes offering, which is expected to occur on or about March 3, 2021, is subject to the satisfaction of customary closing conditions.
On February 17, 2021, the Company issued a press release announcing the pricing of the Notes offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Pricing press release dated February 17, 2021. | |
| 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: February 17, 2021
| IQVIA HOLDINGS INC. | ||
| By: | /s/ Eric Sherbet | |
| Eric Sherbet | ||
| Executive Vice President, General Counsel and Secretary | ||
Exhibit 99.1
News Release
IQVIA Announces Pricing of Offering of Senior Notes
February 17, 2021
DANBURY, Conn. & RESEARCH TRIANGLE PARK, N.C. – IQVIA Holdings Inc. (“IQVIA”) (NYSE:IQV) today announced that its wholly owned subsidiary, IQVIA Inc. (the “Issuer”), priced an offering of €1,450,000,000 in aggregate principal amount of senior notes, consisting of €550,000,000 in aggregate principal amount of senior notes due 2026 (the “2026 Notes”) and €900,000,000 in aggregate principal amount of senior notes due 2029 (the “2029 Notes” and, together with the 2026 Notes, the “Notes”). The proceeds from the Notes offering will be used to redeem all of the Issuer’s outstanding 3.250% senior notes due 2025, including the payment of premiums in respect thereof, and to pay fees and expenses related to the Notes offering.
The 2026 Notes will bear interest at a rate of 1.750% per annum and will pay interest semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021. The 2026 Notes will mature on March 15, 2026, unless earlier repurchased or redeemed in accordance with their terms. The 2029 Notes will bear interest at a rate of 2.250% per annum and will pay interest semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021. The 2029 Notes will mature on March 15, 2029, unless earlier repurchased or redeemed in accordance with their terms. The issuance of the Notes is expected to occur on or about March 3, 2021, 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, and will not be, 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 70,000 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
IQVIA Holdings Inc.
Investor Relations:
Andrew Markwick, 973-257-7144
andrew.markwick@iqvia.com
or
Media Relations:
Tor Constantino, 484-567-6732
tor.constantino@iqvia.com
Document and Entity Information |
Feb. 17, 2021 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001478242 |
| Document Type | 8-K |
| Document Period End Date | Feb. 17, 2021 |
| Entity Registrant Name | IQVIA HOLDINGS INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-35907 |
| Entity Tax Identification Number | 27-1341991 |
| Entity Address, Address Line One | 4820 Emperor Blvd. |
| Entity Address, City or Town | Durham |
| Entity Address, State or Province | NC |
| Entity Address, Postal Zip Code | 27703 |
| City Area Code | (919) |
| Local Phone Number | 998-2000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.01 per share |
| Trading Symbol | IQV |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
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