PRA Health Sciences, Inc. Announces Secondary Offering of 6,500,000 Shares of Common Stock
August 06 2018 - 4:59PM
PRA Health Sciences, Inc. (the “Company”) (NASDAQ: PRAH) today
announced that an affiliate of, or a fund sponsored by, Kohlberg
Kravis Roberts & Co. (the “Selling Stockholder”), intends to
offer for sale in an underwritten secondary offering 6,500,000
shares of common stock of the Company pursuant to the Company’s
shelf registration statement filed with the Securities and Exchange
Commission. The Selling Stockholder will receive all of the
proceeds from this offering. No shares are being sold by the
Company. The last reported sale price of the Company’s common stock
on August 6, 2018 was $104.33 per share. The offering is expected
to close on August 9, 2018, subject to customary closing
conditions.
Morgan Stanley and Goldman Sachs & Co. LLC will act as the
underwriters for the offering.
The Company has filed a registration statement (including a
prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the
prospectus in that registration statement, as well as the
prospectus supplement related to this offering and other documents
the Company has filed with the SEC for more complete information
about the Company and this offering. You may obtain these documents
for free by visiting EDGAR on the SEC Web site at: www.sec.gov.
Alternatively, copies of the prospectus supplement and accompanying
prospectus relating to the offering, when available, may be
obtained from:
Morgan
Stanley & Co. LLCAttention: Prospectus Department180 Varick
Street, 2nd FloorNew York, NY 10014 |
Goldman
Sachs & Co. LLCAttention: Prospectus Department200 West
StreetNew York, NY 10282 Telephone: 866-471-2526 Facsimile:
212-902-9316Prospectus-ny@ny.email.gs.com |
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Contact:
PRA Health Sciences, Inc.Christine
Rogers919-786-8463rogerschristine@prahs.com
Mike BonelloChief Financial
Officer919-786-8270InvestorRelations@prahs.com
Forward Looking Statements
This press release contains forward-looking statements that
reflect, among other things, the Company’s current expectations and
anticipated results of operations, all of which are subject to
known and unknown risks, uncertainties and other factors that may
cause the Company’s actual results, performance or achievements,
market trends or industry results to differ materially from those
expressed or implied by such forward-looking statements. For this
purpose, any statements contained herein that are not statements of
historical fact may constitute forward-looking statements. Without
limiting the foregoing, words such as “anticipates,” “believes,”
“estimates,” “expects,” “intends,” “may,” “plans,” “projects,”
“should,” “targets,” “will” and the negative thereof and similar
words and expressions are intended to identify forward-looking
statements. Actual results may differ materially from the Company’s
expectations due to a number of factors, including, that most of
the Company’s contracts may be terminated on short notice, and that
the Company may be unable to maintain large customer contracts or
to enter into new contracts; the Company may underprice contracts,
overrun its cost estimates or fail to receive approval or
experience delays in documenting change orders; the historical
indications of the relationship of backlog to revenues may not be
indicative of their future relationship; if the Company is unable
to achieve operating efficiencies or grow revenues faster than
expenses, operating margins will be adversely affected; if the
Company is unable to attract investigators and patients for its
clinical trials, its clinical development business may suffer; the
Company could be subject to employment liability with its embedded
and functional outsourcing solutions as it places employees at the
physical workplaces of its clients; the Company may be unable to
recruit experienced personnel; changes in accounting standards may
adversely affect the Company’s financial statements; the Company’s
effective income tax rate may fluctuate which may adversely affect
its operations, earnings, and earnings per share; the Company may
be unable to maintain information systems or effectively update
them; customer or therapeutic concentration could harm the
Company’s business; the Company’s business is subject to risks
associated with international operations, including economic,
political and other risks, such as compliance with a myriad of laws
and regulations, complications from conducting clinical trials in
multiple countries simultaneously and changes in exchange rates;
due to the global nature of its business, the Company may be
exposed to liabilities under the Foreign Corrupt Practices Act and
other similar non-U.S. laws; the Company may be unable to
successfully develop and market new services or enter new markets;
the Company’s failure to perform services in accordance with
contractual requirements, regulatory standards and ethical
considerations may subject it to significant costs or liability,
damage its reputation and cause it to lose existing business or not
receive new business; government regulators or customers may limit
the scope of prescription or withdraw products from the market;
government regulators may impose new regulations affecting the
biopharmaceutical industry and the Company’s business; the
Company’s services are related to treatment of human patients, and
it could face liability if a patient is harmed; the Company’s
insurance may not cover all of its indemnification obligations and
other liabilities; the Company is subject to a number of additional
risks associated with doing business outside of the United States,
including foreign currency exchange fluctuations and restrictive
regulations, as well as the risks and uncertainties associated with
the United Kingdom’s expected withdrawal from the European Union;
if the Company does not keep pace with rapid technological changes,
its services may become less competitive or obsolete; the Company’s
relationships with existing or potential clients who are in
competition with each other may adversely impact the degree to
which other clients or potential clients use its services; the
Company may be unable to successfully identify, acquire and
integrate businesses, services and technologies; the Company’s
balance sheet includes a significant amount of goodwill and
intangible assets and its results of operations may be adversely
affected if the Company fails to realize the full value of its
goodwill and intangible assets; the Company’s ability to utilize
its net operating loss carryforwards and certain other tax
attributes may be limited; if the Company is unable to manage its
growth effectively, its business could be harmed; the Company’s
reliance on third parties for data, products, services and
intellectual property licenses could lead to an inability to access
certain data or provide certain services; the biopharmaceutical
services industry is fragmented and highly competitive;
biopharmaceutical industry outsourcing trends could change and
adversely affect the Company’s operations and growth rate; current
and proposed laws and regulations regarding the protection of
personal data could result in increased risks of liability or
increased cost or could limit the Company’s service offerings;
patent and other intellectual property litigation could be time
consuming and costly; circumstances beyond the Company’s control
could cause industry-wide reduction in demand for its services; the
Company has substantial indebtedness and may incur additional
indebtedness in the future, which could adversely affect the
Company’s financial condition; and other factors that are set forth
in the Company’s filings with the Securities and Exchange
Commission, including its most recent Annual Report on Form 10-K
filed with the SEC on February 22, 2018. The Company undertakes no
obligation to update any forward-looking statement after the date
of this release, whether as a result of new information, future
developments or otherwise, except as may be required by applicable
law.
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