RALEIGH, N.C., Sept. 11, 2013 -- PRA Holdings, Inc. ("PRA"), a leading global contract research organization providing outsourced clinical development services to the biotechnology and pharmaceutical industries, announced today that Pinnacle Merger Sub, Inc., which will be merged with and into PRA Holdings, Inc. upon consummation of the offering, intends, subject to market and other conditions, to offer $375,000,000 aggregate principal amount of its Senior Notes due 2023 (the "Notes") in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Notes will be guaranteed on a senior basis by all of PRA's existing and future direct and indirect domestic subsidiaries that guarantee obligations under its senior secured credit facilities. This offering is expected to be made in connection with the proposed acquisition of PRA and RPS Parent Holding Corp. ("RPS"), a leading global contract research organization providing clinical development services to the biotechnology and pharmaceutical industry, by entities affiliated with Kohlberg Kravis Roberts & Co. L.P. (the "Sponsor"). The net proceeds from this offering will be used to finance in part the acquisition of PRA and RPS by the Sponsor, the repayment of existing debt of PRA and RPS and the payment of fees and expenses in connection with such transactions.
The Notes and the related guarantees will be offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, any securities, nor shall there be any sales of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.