Current Report Filing (8-k)
December 04 2018 - 5:03PM
Edgar (US Regulatory)
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
Date of Report (Date of earliest event reported): December 4, 2018 (November 29, 2018)
IQVIA HOLDINGS INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35907
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27-1341991
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4820 Emperor Blvd., Durham, North Carolina 27703
and
83 Wooster Heights
Road, Danbury, Connecticut 06810
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (919)
998-2000
and (203)
448-4600
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 November 29, 2018, IQVIA Holdings Inc. (the Company) entered into an underwriting agreement (the Underwriting
Agreement) with Goldman Sachs & Co. LLC (the Underwriter) and certain selling stockholders named therein (the Selling Stockholders). Pursuant to the Underwriting Agreement, the Selling Stockholders agreed to
sell 6,000,000 shares of the Companys common stock, $0.01 par value per share (the Common Stock), to the Underwriter at a price of $123.72 per share. Also pursuant to the Underwriting Agreement, the Company purchased from the
Underwriter 2,000,000 shares of the Common Stock that were sold by certain Selling Stockholders in the offering, at a per share purchase price equal to the per share purchase price paid by the Underwriter to the Selling Stockholders, resulting in an
aggregate purchase price of $247.4 million (the Repurchase). The Repurchase was funded with cash on hand and borrowings from the Companys revolving credit facility.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company and also provides for customary
indemnification by each of the Company, the Selling Stockholders and the Underwriter against certain liabilities and customary contribution provisions in respect of those liabilities.
The sale of the Common Stock by the Selling Stockholders was made pursuant to the Companys Registration Statement on Form
S-3
(Registration
No. 333-218209),
including a final prospectus supplement dated November 29, 2018 to the prospectus contained therein dated May 24, 2017, filed
by the Company with the Securities and Exchange Commission pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended. The sale of the Common Stock closed on December 4, 2018.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of
which is filed as Exhibit 1.1 to this Current Report on Form
8-K
and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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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 hereunto duly authorized.
Date: December 4, 2018
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IQVIA HOLDINGS INC.
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By:
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/s/ Eric Sherbet
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Eric Sherbet
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Executive Vice President, General Counsel, and Secretary
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