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): September 6, 2017
PRA Health Sciences, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-36732 |
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46-3640387 |
(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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4130 ParkLake Avenue, Suite 400, Raleigh, NC 27612
(Address of Principal Executive Offices) (Zip Code)
(919) 786-8200
(Registrants telephone number, including area code)
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 o
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. o
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On September 6, 2017, Pharmaceutical Research Associates, Inc., a Virginia corporation (PRA) and a wholly-owned subsidiary of PRA Health Sciences, Inc. (the Company), completed the previously announced acquisition of Symphony Health Solutions Corporation, a Delaware corporation (Symphony Health), pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of August 3, 2017, by and among PRA, Symphony Health, Skyhook Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of PRA (Merger Sub), and STG III, L.P., a Delaware limited partnership, solely in its capacity as the representative (the Sellers Representative) of holders of Symphony Healths capital stock and stock options. Pursuant to the Merger Agreement, Merger Sub merged with and into Symphony Health on September 6, 2017 (the Merger), with Symphony Health continuing as the surviving corporation and a wholly-owned subsidiary of PRA.
Pursuant to the Merger Agreement, PRA paid approximately $530 million in cash for the outstanding equity of Symphony Health, which amount is subject to customary post-closing adjustment. Under the Merger Agreement, PRA may be required to make additional payments to the prior equity holders of Symphony Health pursuant to an earnout provision that is based on Symphony Health exceeding financial targets for the twelve month periods ending December 2017 and December 2018.
The Company funded the cash consideration for the Merger with proceeds from borrowings under the Joinder (as defined below). PRA, certain domestic subsidiaries of PRA, as grantors and guarantors, the lenders party thereto and Wells Fargo Bank, National Association (Wells Fargo), as administrative agent and collateral agent, entered into the Joinder Agreement (the Joinder) on September 6, 2017, which amended the Credit Agreement, dated as of December 6, 2016 (the Credit Agreement and, as amended by the Joinder, the Amended Credit Agreement), by and among the Company, PRA, as the borrower, each lender from time to time party thereto and Wells Fargo, as administrative agent, collateral agent, letter of credit issuer and swingline lender. Pursuant to the terms of the Joinder, PRA exercised its right under the Credit Agreement to establish an additional tranche of term loans (the New Term Loan), pursuant to which, on September 6, 2017, PRA borrowed an aggregate principal amount of $550 million to be used to finance the Merger and for general corporate purposes.
The New Term Loan matures on December 6, 2021 and bears interest at a rate equal to LIBOR or the adjusted base rate (ABR), plus a margin based on the ratio of total indebtedness to EBITDA, ranging from 1.25% to 2.00%, in the case of LIBOR rate loans, and 0.25% to 1.00%, in the case of ABR rate loans. Under the terms of the Joinder, the New Term Loan will amortize in equal quarterly installments of an aggregate annual amount equal to 2.5% of the original principal amount of the New Term Loan, with any remaining balance payable at maturity. Other than with respect to the applicable interest rate and amortization schedule, all terms and conditions applicable to the New Term Loan, including provisions governing mandatory and voluntary prepayments, affirmative and negative covenants and events of default and related penalties, are substantially the same as the terms and conditions contained in the Credit Agreement, as previously disclosed in the Companys Current Report on Form 8-K filed with the SEC on December 6, 2016 (the December 2016 8-K).
On September 6, 2016, in connection with the Joinder, Symphony Health, Source Healthcare Analytics, LLC, a wholly-owned subsidiary of Symphony Health, Parallel 6, Inc., a wholly-owned subsidiary of PRA (collectively, the New Subsidiary Guarantors) and Wells Fargo, in its capacity as collateral agent (the Collateral Agent), entered into a supplement (the Guarantee Supplement) to the Guarantee, dated as of December 6, 2016 (the Guarantee), by and among the Company, PRA and certain subsidiaries of PRA (collectively, the Existing Guarantors), in favor of the Collateral Agent. Pursuant to the Guarantee Supplement, the New Subsidiary Guarantors unconditionally guarantee the obligations under the Amended Credit Agreement, on substantially the same terms as set forth in the Guarantee, as previously disclosed in the December 2016 8-K.
On September 6, 2016, in connection with the Joinder, the New Subsidiary Guarantors and the Collateral Agent entered into a supplement (the Security Agreement Supplement) to the Security Agreement, dated as of December 6, 2016 (the Security Agreement), by and among the Existing Guarantors in favor of the Collateral Agent. Pursuant to the Security Agreement Supplement, all obligations of PRA under the Amended Credit Agreement, and the guarantees of such obligations pursuant to the Guarantee and Guarantee Supplement, are secured, subject to permitted liens and other exceptions, by substantially all of the assets of the New Subsidiary Guarantors, including but not limited to: (i) a perfected pledge of all of the capital stock issued by the New Subsidiary Guarantors and (ii) perfected security interests in substantially all other tangible and intangible assets of the New Subsidiary Guarantors (subject to certain exceptions and exclusions).
The foregoing descriptions of the Merger Agreement, Joinder, Guarantee Supplement and Security Agreement Supplement do not purport to be complete and are qualified in their entirety by the terms of such agreements, which are incorporated herein by reference and attached to this report as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively.
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 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial information required by Item 9.01(a) of this Current Report on Form 8-K has not been included with this filing and will be filed by amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The financial information required by Item 9.01(b) of this Current Report on Form 8-K has not been included with this filing and will be filed by amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K is required to be filed.
(d) Exhibits
Exhibit No. |
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Description |
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2.1 |
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Agreement and Plan of Merger, dated as of August 3, 2017, by and among Pharmaceutical Research Associates, Inc., Symphony Health Solutions Corporation, Skyhook Merger Sub, Inc., and STG III, L.P. (incorporated by reference to the Companys Current Report on Form 8-K, filed with the SEC on August 7, 2017). |
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10.1* |
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Joinder Agreement, dated as September 6, 2017, by and among of Pharmaceutical Research Associates, Inc., PRA Health Sciences, Inc., each of the subsidiaries from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent and collateral agent and other agents and lenders party thereto. |
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10.2* |
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Supplement No. 1 to the Guarantee, by and among Symphony Health Solutions Corporation, Source Healthcare Analytics, LLC, and Parallel 6, Inc., in favor of Wells Fargo Bank, National Association, as collateral agent. |
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10.3* |
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Supplement No. 1 to the Security Agreement, by and among Symphony Health Solutions Corporation, Source Healthcare Analytics, LLC, and Parallel 6, Inc., in favor of Wells Fargo Bank, National Association, as collateral agent. |
* Filed herewith.
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.
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PRA Health Sciences, Inc. |
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(Registrant) |
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By: |
/s/ Michael J. Bonello |
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Name: |
Michael J. Bonello |
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Title: |
SVP, Accounting, Corporate Controller and Assistant Treasurer |
Date: September 11, 2017
JOINDER AGREEMENT
JOINDER AGREEMENT, dated as of September 6, 2017 (this Agreement or Joinder Agreement ), by and among the New Term Loan Lenders (as defined below), the Borrower (as defined below), the Guarantors party hereto, and Wells Fargo Bank, National Association ( Wells Fargo ) as Administrative Agent and Collateral Agent.
RECITALS:
WHEREAS , reference is hereby made to the Credit Agreement, dated as of December 6, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement ), among PRA Health Sciences, Inc. ( Holdings ), Pharmaceutical Research Associates, Inc. (the Borrower ), the lenders or other financial institutions from time to time party thereto and Wells Fargo, as Administrative Agent, Collateral Agent, Letter of Credit Issuer and Swingline Lender (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement);
WHEREAS , subject to the terms and conditions of the Credit Agreement, the Borrower may establish New Term Loan Commitments by, among other things, entering into one or more Joinder Agreements with New Term Loan Lenders;
WHEREAS , the Borrower has requested that the lenders set forth on Schedule A annexed hereto (each a New Term Loan Lender ) provide New Term Loan Commitments in the form of an additional tranche of term loans (the New Term Loan Commitments ) hereunder, and make Series A New Term Loans pursuant hereto (the Series A New Term Loans ), in a single draw in an aggregate principal amount equal to $550,000,000 (the Aggregate Incremental Term Loan Commitments ), the proceeds of which will be used, together with cash on hand of the Borrower and the Company (as defined below), to fund the acquisition by the Borrower (the Acquisition ), directly or indirectly, of all of the outstanding equity interests of the Symphony Health Solutions Corporation (the Company ), pursuant to the Agreement and Plan of Merger, by and among STG III, L.P., as Sellers Representative, Skyhook Merger Sub, Inc., as Merger Sub, and the Borrower, as the buyer, dated as of August 3, 2017 (together with all exhibits, annexes, schedules and disclosure letters thereto, collectively, as modified, amended, supplemented or waived, the Acquisition Agreement ));
WHEREAS , as of the date hereof, the Borrower has delivered a QMA Notice to the Administrative Agent designating the Acquisition as a Qualifying Material Acquisition for the purposes of determining compliance with the financial covenant set forth in Section 10.7 of the Credit Agreement; and
WHEREAS , PNC Capital Markets LLC ( PNC Capital Markets ) has agreed to act as a joint lead arranger and sole bookrunner, and each of Wells Fargo Securities, LLC ( Wells Fargo Securities ), SunTrust Robinson Humphrey, Inc. ( SunTrust ), TD Bank N.A. ( TD ), MUFG Union Bank, N.A. ( MUFG ) and KKR Capital Markets LLC ( KKR and, collectively with PNC Capital Markets, Wells Fargo Securities, SunTrust, TD and MUFG, the Lead Arrangers ), has agreed to act as a joint lead arranger for the Series A New Term Loans.
NOW, THEREFORE , in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
Each New Term Loan Lender party hereto hereby agrees to commit to provide its respective New Term Loan Commitment, as set forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth in Section 10 below, to make Series A New Term Loans on the
Effective Date to the Borrower in an aggregate principal amount not to exceed the Aggregate Incremental Term Loan Commitments.
Each New Term Loan Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a New Term Loan Lender.
Subject to Section 10, each New Term Loan Lender hereby agrees that its New Term Loan Commitment and Series A New Term Loans will be made on the following terms and conditions:
1. Terms Generally . Other than as set forth herein, for all purposes under the Credit Agreement and the other Credit Documents, the Series A New Term Loans shall have the same terms as the Initial Term Loans, but shall be designated and treated as a different Class of Term Loans than the Initial Term Loans. The Series A New Term Loans shall rank equal in right of payment and of security with the Term Loans pursuant to Section 2.14 of the Credit Agreement.
2. Credit Agreement Governs . Except as set forth in this Agreement, the Series A New Term Loans shall otherwise be subject to the provisions of the Credit Agreement and the other Credit Documents.
3. Initial Drawing . The Series A New Term Loans shall be denominated in Dollars and shall be made in a single drawing on the Effective Date.
4. Applicable Margin . The Applicable Margin for the Series A New Term Loans shall mean (a) initially, 1.00% for ABR Loans and 2.00% for LIBOR Loans and (b) as of any date of determination from and after the delivery by the Borrower to the Administrative Agent of financial statements for the period ending at least one full fiscal quarter following the Effective Date, the percentages per annum set forth in the table below, based upon the Consolidated Total Debt to Consolidated EBITDA Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 9.1(d) of the Credit Agreement:
Pricing Level |
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Consolidated Total
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ABR Rate |
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Adjusted LIBOR
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I |
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> 3.75x |
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1.00 |
% |
2.00 |
% |
II |
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< 3.75x but > 3.00x |
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0.75 |
% |
1.75 |
% |
III |
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< 3.00x but > 2.25x |
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0.50 |
% |
1.50 |
% |
IV |
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< 2.25x but > 1.50x |
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0.25 |
% |
1.25 |
% |
V |
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< 1.50x |
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0.00 |
% |
1.00 |
% |
5. Principal Payments . The Borrower shall make principal payments of the Series A New Term Loans on each date set forth below (each, a Series A New Term Loan Repayment Date ) in a principal amount equal to the applicable amount set forth below opposite such Series A New Term Loan Repayment Date. Any remaining outstanding amount of the Series A New Term Loans shall be repaid in full on December 6, 2021 (the Series A New Term Loan Maturity Date ) or, if such date is not a Business Day, the first Business Day thereafter.
Series A New Term Loan
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Series A New Term Loan
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September 30, 2017 |
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$ |
3,437,500.00 |
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December 31, 2017 |
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$ |
3,437,500.00 |
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March 31, 2018 |
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$ |
3,437,500.00 |
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June 30, 2018 |
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$ |
3,437,500.00 |
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September 30, 2018 |
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$ |
3,437,500.00 |
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December 31, 2018 |
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$ |
3,437,500.00 |
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March 31, 2019 |
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$ |
3,437,500.00 |
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June 30, 2019 |
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$ |
3,437,500.00 |
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September 30, 2019 |
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$ |
3,437,500.00 |
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December 31, 2019 |
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$ |
3,437,500.00 |
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March 31, 2020 |
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$ |
3,437,500.00 |
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June 30, 2020 |
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$ |
3,437,500.00 |
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September 30, 2020 |
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$ |
3,437,500.00 |
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December 31, 2020 |
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$ |
3,437,500.00 |
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March 31, 2021 |
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$ |
3,437,500.00 |
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June 30, 2021 |
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$ |
3,437,500.00 |
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September 30, 2021 |
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$ |
3,437,500.00 |
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Series A New Term Loan Maturity Date |
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Remaining outstanding amounts |
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6. Voluntary and Mandatory Prepayments . Scheduled installments of principal of the Series A New Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Series A New Term Loans in accordance with Sections 5.1 and 5.2 of the Credit Agreement, respectively. The Series A New Term Loans shall be treated for purposes of voluntary and mandatory prepayments (including any applicable prepayment fees and for scheduled principal payments) as a different Class of Term Loans than the Initial Term Loans. Each mandatory prepayment required by Section 5.2(a) of the Credit Agreement shall be applied pro rata among each Class of Term Loans.
7. Upfront Fees. The Borrower agrees to pay to the Administrative Agent for the ratable benefit of each New Term Loan Lender as of the Effective Date, an upfront fee in an amount equal to 0.30% of the aggregate principal amount of all Series A New Term Loans funded by the New Term Loan Lenders on the Effective Date (the Upfront Fees ). All Upfront Fees shall be payable in full on the Effective Date in immediately available funds.
8. Notice of New Term Loan Commitments . This Agreement represents a request by the Borrower to the Administrative Agent to establish the New Term Loan Commitments in the amount of the Aggregate Incremental Term Loan Commitments on the Effective Date pursuant to Section 2.14(a) of the Credit Agreement.
9. New Term Loan Lenders . To the extent not already a Lender, each New Term Loan Lender acknowledges and agrees that upon its execution of this Agreement and the making of Series A New Term Loans, such New Term Loan Lender shall become a Lender under, and for all purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.
10. Conditions to Effectiveness of this Agreement . This Agreement, and the obligation of each New Term Loan Lender to make its respective Commitment and to fund its Series A New Term Loans hereunder, will become effective on the date (the Effective Date ) on which each of the following conditions is satisfied:
a. The Acquisition shall have been or, substantially concurrently with the borrowing of the Series A New Term Loans shall be, consummated in all material respects in accordance with the terms of the Acquisition Agreement, without giving effect to any modifications, amendments or express waivers or consents by the Borrower thereto that are materially adverse to the New Term Loan Lenders in their capacity as such without the consent of the Lead Arrangers (not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed that (x) any change to the definition of Company Material Adverse Effect contained in the Acquisition Agreement shall be deemed to be materially adverse to the New Term Loan Lenders, (y) any change to, or consent under, the definition of Termination Date contained in the Acquisition Agreement which extends the Termination Date (as defined in the Acquisition Agreement as in effect on August 3, 2017) (the Initial Termination Date ) past the date that is five business days after the Initial Termination Date, shall be deemed to be materially adverse to the Lenders and (z) any modification, amendment or express waiver or consents by the Borrower that results in an increase or reduction in the purchase price shall be deemed to not be materially adverse to the New Term Loan Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated to reduce the Series A New Term Loans.
b. Subject to the exceptions and qualifications set forth in the corresponding sections of the Company Disclosure Letter (as defined in the Acquisition Agreement), since the Latest Balance Sheet Date (as defined in the Acquisition Agreement), there has not been any event or condition that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect (as defined in the Acquisition Agreement).
c. The Borrower shall pay (i) to the Administrative Agent, for the ratable benefit of each New Term Loan Lender, the Upfront Fees and (ii) to PNC Capital Markets, for the account of each of the Commitment Parties (as defined in that certain Commitment Letter dated as of August 3, 2017 among PNC, PNC Capital Markets and the Borrower), and for its own account, as applicable, all other fees and all reasonable out-of-pocket expenses required to be paid on the Effective Date (or substantially simultaneously therewith) to the extent invoiced at least three Business Days prior to the Effective Date (except as otherwise reasonably agreed by the Borrower). Such amounts may, at the Borrowers option, be netted against the proceeds of the Series A New Term Loans.
d. The Refinancing (as defined in Section 23 below) shall have been consummated, or shall be consummated substantially simultaneously with the borrowing of the Series A New Term Loans.
e. The Lead Arrangers shall have received (i) the audited combined balance sheets of the Company and its combined subsidiaries as at December 31, 2015 and December 31, 2016, and the related audited combined statements of income and cash flows of the Company and its combined subsidiaries for the years ended December 31, 2015 and December 31, 2016, and (ii) the unaudited interim combined balance sheets of the Company and its subsidiaries for the fiscal quarter ended June 30, 2017 and for each subsequent fiscal quarter ended at least 60 days before the Effective Date, and the related unaudited combined statements of income, cash flows and stockholders equity of the Company and their combined subsidiaries for the fiscal quarter ended June 30, 2017 and for each subsequent fiscal quarter ended at least 60 days before the Effective Date.
f. The Lead Arrangers shall have received a pro forma consolidated or combined balance sheet and related pro forma statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 60 days prior to the Effective Date (or 90 days prior to the Effective Date in case such four fiscal quarter period is the end of the Companys fiscal year), prepared after giving effect to the Transactions (as defined in Section 23 below) as if the Transactions had occurred as of such dates (in the case of such balance sheet) or at the beginning of such period (in the case of such income statement), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).
g. The Administrative Agent and the Lead Arrangers shall have received at least three Business Days prior to the Effective Date all documentation and other information about the Company and its subsidiaries that will become Guarantors as shall have been reasonably requested in writing by the Administrative Agent or the Lead Arrangers at least ten calendar days prior to the Effective Date and as required by U.S. regulatory authorities under applicable know your customer and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.
h. The Administrative Agent and PNC Capital Markets shall each have received the executed legal opinions, in customary form, of (i) Simpson Thacher & Bartlett LLP, special New York, Delaware and California counsel to the Credit Parties and (ii) McGuireWoods LLP, special Virginia counsel to the Credit Parties. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions.
i. The Administrative Agent and PNC Capital Markets shall each have received each of the following (each of which shall be in full force and effect):
(i) a counterpart of this Agreement duly executed and delivered by each of the Borrower, each Guarantor and each New Term Loan Lender;
(ii) a supplement to the Guarantee duly executed and delivered by the Company and the subsidiaries of the Company and the Borrower that will become Guarantors under the Guarantee (the New Guarantors );
(iii) a supplement to the Security Agreement duly executed and delivered by the New Guarantors that will become grantors under the Security Agreement;
(iv) a supplement to the Pledge Agreement duly executed and delivered by the New Guarantors that will become grantors under the Pledge Agreement; and
(v) all other documents and instruments required to create or perfect the Administrative Agents security interest in the Collateral duly executed and delivered by the New Guarantors and, if applicable, in proper form for filing,
and all documents and instruments required to create or perfect the Collateral Agents security interest in the Collateral shall have been executed and delivered by the New Guarantors and, if applicable, be in proper form for filing; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Effective Date (other than (1) the pledge and perfection of the security interest in the certificated equity interests of the Company and each of its wholly owned material U.S. restricted subsidiaries (to the extent required to be pledged by the Credit Agreement or the first lien security documents) ( provided that, to the extent the Borrower has used commercially reasonable efforts to procure the delivery thereof prior to the Effective Date, certificated equity interests of the Company and its subsidiaries will only be required to be delivered and/or perfected on the Effective Date pursuant to the terms set forth above if such certificated equity interests are received from the Company; provided , further , that any such certificated equity interests not received from the Company on the Effective Date shall be delivered within five business days after the Effective Date (or such later date as may be agreed by the Lead Arrangers) and (2) in other assets with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after the Borrowers use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Series A New Term Loans on the Effective Date but instead shall be required to be delivered and/or perfected after the Effective Date pursuant to arrangements and timing to be mutually agreed by the Borrower and the Lead Arrangers (but in any event, not later than 90 days after the Effective Date or such longer period as may be agreed by the Administrative Agent in its sole discretion and the Borrower acting reasonably) .
j. Each of the Administrative Agent and PNC Capital Markets shall have received each of the following, each properly executed by an authorized officer of the applicable signing Credit Party, dated as of the Effective Date:
(i) a certificate of each Credit Party (other than the Borrower) executed by an Authorized Officer of each such Credit Party and (x) attaching the documents set forth in clause (ii)(y) below and (y) certifying no change since December 6, 2016 to (A) the Charter Documents (as defined in that certain Joint Closing Certificate dated December 6, 2016 executed by Michael J. Bonello and Timothy McClain (the Joint Closing Certificate )) for such Certificate Party, (B) the Governing Documents (as defined in the Joint Closing Certificate) for such Certificate Party or (C) the list of duly elected and qualified officers set forth on Exhibit D to the Joint Closing Certificate for such Certificate Party;
(ii) a certificate of the Borrower and each New Guarantor (collectively, the Certificate Parties ), substantially in the form of Exhibit F to the Credit Agreement, with appropriate insertions, executed by an Authorized Officer of each such Certificate Party and attaching the following documents:
(w) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, general partner or other managers of each Certificate Party (or a duly authorized committee thereof) authorizing, among other matters, (A) the execution, delivery and performance of this Joinder Agreement and the other Credit Documents required to be delivered hereunder and (B) in the case of the Borrower, the extensions of credit contemplated hereunder;
(x) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement, Certificate of Limited Partnership and Partnership Agreement or other comparable organizational documents, as applicable, of each Certificate Party;
(y) a certificate of good standing from the applicable secretary of state of the state of incorporation or formation of each Certificate Party; and
(z) the signatures and incumbency certificates of the Authorized Officers of each Certificate Party executing this Joinder Agreement and/or the other Credit Documents required to be delivered hereunder;
(iii) a solvency certificate certified by a senior authorized financial officer of the Borrower, in the form attached as Exhibit 1 hereto; and
(iv) a certificate executed by an Authorized Officer of the Borrower certifying that the Aggregate Incremental Term Loan Commitments do not exceed the Maximum Incremental Facilities Amount, as set forth in clause (a) of Section 2.14 of the Credit Agreement.
k. On the Effective Date, each of the Company Representations and the Specified Representations (each as defined in Section 23 below) shall be true and correct in all material respects ( provided that any such Specified Representations which are qualified by materiality, material adverse effect or similar language shall be true and correct in all respects).
l. The Borrower shall have previously delivered to the Administrative Agent a Notice of Borrowing in accordance with Section 7.2 of the Credit Agreement.
11. Compliance with Terms of Incremental Facilities . The Borrower hereby represents that, in accordance with Section 2.14(a) , as at the date of the Acquisition Agreement, (i) no Event of Default existed under Sections 11.1(a) or 11.1(e) under the Credit Agreement and (ii) Holdings shall have been in compliance, after giving Pro Forma Effect to the incurrence of the Series A New Term Loans, with the financial covenants set forth in Sections 10.7 and 10.8 of the Credit Agreement.
12. Notice . For purposes of the Credit Agreement, the initial notice address of each New Term Loan Lender separately identified to the Administrative Agent.
13. Tax Forms . For each relevant New Term Loan Lender, delivered herewith to the Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such New Term Loan Lender may be required to deliver to the Administrative Agent pursuant to Section 5.4(e) of the Credit Agreement.
14. Recordation of the Series A New Term Loans . Upon execution and delivery hereof and the funding of the Series A New Term Loans, the Administrative Agent will record the Series A New Term Loans made by each New Term Loan Lender in the Register.
15. Amendment, Modification and Waiver . This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.
16. Entire Agreement . This Agreement, the Credit Agreement and the other Credit Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.
17. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
18. Severability . Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.
19. Counterparts . This Agreement may be executed in counterparts (including by facsimile or other electronic transmission), each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.
20. WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
21. Credit Document . On and after the Effective Date, this Agreement shall constitute a Credit Document for all purposes of the Credit Agreement and the other Credit Documents (it being understood that for the avoidance of doubt this Agreement may be amended or waived solely by the parties hereto as set forth in Section 15 above).
22. Effect of Agreement . Except as expressly set forth herein, (i) this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or any other Agent, in each case under the Credit Agreement or any other Credit Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Credit Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Credit Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each Credit Party reaffirms its obligations under the Credit Documents to which it is party and the validity of the guarantees and Liens granted by it pursuant to the Guarantee and the Security Documents. From and after the Effective Date, all references to the Credit Agreement in any Credit Document and all references in the Credit Agreement to this Agreement, hereunder, hereof or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as modified by this Agreement. Each of the Credit Parties hereby consents to this Agreement and confirms that all
obligations of such Credit Party under the Credit Documents to which such Credit Party is a party shall continue to apply to the Credit Agreement as modified hereby.
23. Definitions. In this Agreement, the following terms shall have the meanings ascribed to them below:
Company Representations means the representations and warranties made by the Company with respect to the Company, its subsidiaries and their respective businesses in the Acquisition Agreement as are material to the interests of New Term Loan Lenders, but only to the extent that the Borrower (or one of its affiliates) has the right (taking into account any applicable cure provisions) to terminate its obligations under the Acquisition Agreement (or otherwise decline to consummate the Acquisition without any liability) as a result of a breach of such representations and warranties in the Acquisition Agreement.
Existing Credit Facility means the Revolving Credit, Term Loan and Security Agreement, dated as of June 15, 2016 among the Company, certain of its affiliates, the lenders referred to therein, PNC Bank, National Association, as agent for the lenders, and the other parties from time to time party thereto, as amended, supplemented or otherwise modified from time to time prior to the date hereof.
Refinancing means the repayment in full, in connection with the other Transactions, of the principal, accrued and unpaid interest, fees, premium, if any, and other amounts, other than contingent obligations not then due and payable and that by their terms survive the termination of the Existing Credit Facility, under the Existing Credit Facility, and the termination of all commitments to extend credit under the Existing Credit Facility and the termination and/or release of any security interests and guarantees in connection therewith.
Specified Representations means the representations and warranties made by the Borrower set forth in (a) Sections 8.1 , 8.2 (as related to the borrowing under, guaranteeing under, granting of security interests in the Collateral to, and performance of, this Joinder Agreement and the other Credit Documents delivered in connection therewith), 8.3(c) (as related to the borrowing under, guaranteeing under, granting of security interests in the Collateral to, and performance of, this Joinder Agreement and the other Credit Documents delivered in connection therewith and after giving effect to the Acquisition), 8.5 , 8.7 , 8.17 (with respect to the Transactions), 8.18 and 8.19 of the Credit Agreement, (b) Sections 3.2(a) and 3.2(b) of the Security Agreement and (c) Section 5(d) of the Pledge Agreement.
Transactions means the Acquisition, the borrowing of the Series A New Term Loans on the Effective Date, the Refinancing and the payment of related fees and expenses.
24. Real Property. In the event that any asset that constitutes a fee interest in real property is intended to be pledged as Collateral, the parties agree that, prior to the acceptance and recordation of any Lien or Mortgage in respect thereof, Bank of America, N.A. will be allowed to complete flood due diligence on said real property to its satisfaction; provided, that it is understood by the parties that this Section 24 is not deemed to be an amendment to Section 9.14 of the Credit Agreement.
[ Signature pages follow ]
IN WITNESS WHEREOF , each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of the date first set forth above.
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PNC BANK, NATIONAL ASSOCIATION , as a New Term Loan Lender |
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By: |
/s/ Dawn Kondrat |
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Name: |
Dawn Kondrat |
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Title: |
Senior Vice President |
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WELLS FARGO BANK, NATIONAL ASSOCIATION , as a New Term Loan Lender |
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By: |
/s/ Christine Gardiner |
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Name: |
Christine Gardiner |
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Title: |
Vice President |
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SUNTRUST BANK , as a New Term Loan Lender |
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By: |
/s/ Katherine Bass |
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Name: |
Katherine Bass |
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Title: |
Director |
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TD BANK N.A. , as a New Term Loan Lender |
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By: |
/s/ Alan Garson |
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Name: |
Alan Garson |
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Title: |
Senior Vice President |
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MUFG UNION BANK, N.A. , as a New Term Loan Lender |
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By: |
/s/ Teuta Ghilaga |
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Name: |
Teuta Ghilaga |
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Title: |
Director |
[Signature Page to Joinder Agreement]
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BANK OF AMERICA, N.A. , as a New Term Loan Lender |
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By: |
/s/ H. Hope Walker |
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Name: |
H. Hope Walker |
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Title: |
Vice President |
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SUMITOMO MITSUI BANKING CORPORATION , as a New Term Loan Lender |
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By: |
/s/ James D. Weinstein |
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Name: |
James D. Weinstein |
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Title: |
Managing Director |
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CITIZENS BANK, N.A. , as a New Term Loan Lender |
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By: |
/s/ Prasanna Manyem |
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Name: |
Prasanna Manyem |
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Title: |
Vice President |
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FIFTH THIRD BANK , as a New Term Loan Lender |
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By: |
/s/ Tamara M. Dowd |
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Name: |
Tamara M. Dowd |
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Title: |
Director |
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BBVA COMPASS BANK , as a New Term Loan Lender |
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By: |
/s/ Jose A. Rosado |
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Name: |
Jose A. Rosado |
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Title: |
Senior Vice President |
[Signature Page to Joinder Agreement]
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CAPITAL BANK CORPORATION , as a New Term Loan Lender |
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By: |
/s/ Todd Warrick |
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Name: |
Todd Warrick |
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Title: |
Senior Vice President |
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KEYBANK NATIONAL ASSOCIATION , as a New Term Loan Lender |
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By: |
/s/ Douglas Gardner |
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Name: |
Douglas Gardner |
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Title: |
Vice President |
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PRA HEALTH SCIENCES, INC. |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
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PHARMACEUTICAL RESEARCH ASSOCIATES, INC. |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
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PRA HOLDINGS, INC. |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
[Signature Page to Joinder Agreement]
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PRA INTERNATIONAL, LLC |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
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PRA HEALTH HOLDCO, INC. |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
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NEXTRIALS, INC. |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
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PRA EARLY DEVELOPMENT RESEARCH, INC. |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
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CRI NEWCO, INC. |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
[Signature Page to Joinder Agreement]
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CRI WORLDWIDE, LLC |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
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LIFETREE CLINICAL RESEARCH, LC |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
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CRI INTERNATIONAL, LLC |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
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CLINSTAR LLC |
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By: Pharmaceutical Research Associates, Inc., its managing member |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
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PHARMACEUTICAL RESEARCH ASSOCIATES EASTERN EUROPE, LLC |
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By: ClinStar, LLC, its managing member |
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By: Pharmaceutical Research Associates, Inc., its managing member |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
[Signature Page to Joinder Agreement]
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PHARMACEUTICAL RESEARCH ASSOCIATES CIS, LLC |
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By: Pharmaceutical Research Associates Eastern Europe, LLC, its managing member |
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By: ClinStar, LLC, its managing member |
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By: Pharmaceutical Research Associates, Inc., its managing member |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
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RPS GLOBAL HOLDINGS, LLC |
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By: PRA Holdings, Inc., its managing member |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
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RPS PARENT HOLDING LLC |
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By: RPS Global Holdings, LLC, its managing member |
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By: PRA Holdings, Inc., its managing member |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
[Signature Page to Joinder Agreement]
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ROY RPS HOLDINGS LLC |
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By: RPS Parent Holding LLC, its managing member |
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By: RPS Global Holdings, LLC, its managing member |
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By: PRA Holdings, Inc., is managing member |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
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RESEARCH PHARMACEUTICAL SERVICES, INC. |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
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SYMPHONY HEALTH SOLUTIONS CORPORATION |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
[Signature Page to Joinder Agreement]
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SOURCE HEALTHCARE ANALYTICS, LLC |
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By: Symphony Health Solutions Corporation, its sole member |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
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PARALLEL 6, INC. |
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By: |
/s/ Charles H. Munn, Jr. |
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Name: Charles H. Munn, Jr. |
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Title: EVP, Secretary and General Counsel |
[Signature Page to Joinder Agreement]
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Consented to by: |
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WELLS FARGO BANK, NATIONAL ASSOCIATION , as Administrative Agent and Collateral Agent |
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By: |
/s/ Christine Gardiner |
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Name: |
Christine Gardiner |
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Title: |
Vice President |
[Signature Page to Joinder Agreement]
SCHEDULE A
TO JOINDER AGREEMENT
Name of New Term Loan Lender |
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Commitment Amount |
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PNC Bank, National Association |
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$ |
75,000,000 |
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Wells Fargo Bank, National Association |
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$ |
60,000,000 |
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SunTrust Bank |
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$ |
55,000,000 |
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MUFG Union Bank, N.A. |
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$ |
55,000,000 |
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TD Bank N.A. |
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$ |
55,000,000 |
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Bank of America, N.A. |
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$ |
50,000,000 |
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Sumitomo Mitsui Banking Corporation |
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$ |
50,000,000 |
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Citizens Bank, N.A. |
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$ |
40,000,000 |
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Fifth Third Bank |
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$ |
40,000,000 |
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BBVA Compass Bank |
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$ |
40,000,000 |
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Capital Bank Corporation |
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$ |
20,000,000 |
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KeyBank National Association |
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$ |
10,000,000 |
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Total: |
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$ |
550,000,000 |
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EXHIBIT 1
TO JOINDER AGREEMENT
Form of Solvency Certificate
Date:
Reference is made to the Joinder Agreement, dated as of September 6, 2017 (the Joinder Agreement ), among the New Term Loan Lenders party thereto, Pharmaceutical Research Associates, Inc. (the Borrower ), and Wells Fargo Bank, National Association, as Administrative Agent, relating to that certain Credit Agreement, dated as of December 6, 2016 (the Credit Agreement ), among PRA Health Sciences, Inc., the Borrower, the lenders or other financial institutions from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent, Letter of Credit Issuer and Swingline Lender.
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Joinder Agreement or the Credit Agreement, as applicable. This certificate (the Certificate ) is furnished pursuant to Section 10(j)(iii) of the Joinder Agreement.
Solely in my capacity as a financial executive officer of the Borrower and not individually (and without personal liability), I hereby certify, that as of the date hereof, after giving effect to the consummation of the transactions in connection with the Series A New Term Loans:
1. The sum of the liabilities (including contingent liabilities) of the Borrower and its Restricted Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value of the present assets of the Borrower and its Restricted Subsidiaries, on a consolidated basis.
2. The fair value of the property of the Borrower and its Restricted Subsidiaries, on a consolidated basis, is greater than the total amount of liabilities (including contingent liabilities) of the Borrower and its Restricted Subsidiaries, on a consolidated basis.
3. The capital of the Borrower and its Restricted Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof.
4. The Borrower and its Restricted Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to pay such debts as they become due (whether at maturity or otherwise).
For purposes of this Certificate, the amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances existing as of the date hereof, represents the amount that would reasonably be expected to become an actual or matured liability.
IN WITNESS WHEREOF, I have executed this Certificate this as of the date first written above.
[ Signature page follows ]
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PHARMACEUTICAL RESEARCH ASSOCIATES, INC. |
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By: |
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Name: |
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Title: |
SUPPLEMENT NO. 1 dated as of September 6, 2017 (this Supplement ) to the Guarantee dated as of December 6, 2016, among each of the Guarantors listed on the signature pages thereto and any other entity that becomes a party thereto pursuant to Section 20 thereof (each such entity individually, a Guarantor and, collectively, the Guarantors ), and Wells Fargo Bank, National Association, as Collateral Agent for the Secured Parties (the Guarantee ).
A. Reference is made to that certain Credit Agreement, dated as of the date of the Guarantee (as the same may be amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the Credit Agreement ), among PRA Health Sciences, Inc., a Delaware corporation ( Holdings ), Pharmaceutical Research Associates, Inc., a Virginia corporation (the Borrower ), the lending institutions from time to time parties thereto (each a Lender and, collectively, the Lenders ), Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent, Letter of Credit Issuer and Swingline Lender, and the other parties party thereto.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guarantee.
C. The Guarantors have entered into the Guarantee in order to induce the Administrative Agent, the Collateral Agent, the Lenders, the Swingline Lender and the Letter of Credit Issuer to enter into the Credit Agreement and to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrower under the Credit Agreement and to induce one or more Cash Management Banks or Hedge Banks to enter into Secured Cash Management Agreements or Secured Hedge Agreements with Holdings and/or its Restricted Subsidiaries.
D. Section 9.11 of the Credit Agreement and Section 20 of the Guarantee provide that additional Subsidiaries may become Guarantors under the Guarantee by execution and delivery of an instrument in the form of this Supplement. Each undersigned Subsidiary (each a New Guarantor ) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guarantee in order to induce the Lenders, the Swingline Lender and the Letter of Credit Issuers to make additional Extensions of Credit, to induce one or more Hedge Banks or Cash Management Banks to enter into Secured Hedge Agreements and Secured Cash Management Agreements and as consideration for Extensions of Credit previously made.
Accordingly, the Collateral Agent and each New Guarantor agrees as follows:
SECTION 1. In accordance with Section 20 of the Guarantee, each New Guarantor by its signature below becomes a Guarantor under the Guarantee with the same force and effect as if originally named therein as a Guarantor, and each New Guarantor hereby (a) agrees to all the terms and provisions of the Guarantee applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date), provided that any such representation and warranty which is qualified by materiality, Material Adverse Effect or similar language is true and correct in all respects. Each reference to a Guarantor in the Guarantee shall be deemed to include each New Guarantor. The Guarantee is hereby incorporated herein by reference.
SECTION 2. Each New Guarantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms,
except as enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors rights generally and subject to general principles of equity.
SECTION 3. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with Holdings and the Collateral Agent. This Supplement shall become effective as to each New Guarantor when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Guarantor and the Collateral Agent.
SECTION 4. Except as expressly supplemented hereby, the Guarantee shall remain in full force and effect.
SECTION 5. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 6. Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Guarantee, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 7. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to each New Guarantor shall be given to it in care of Holdings at Holdings address set forth in Section 13.2 of the Credit Agreement.
[ Signature pages follow ]
IN WITNESS WHEREOF, each New Guarantor and the Collateral Agent have duly executed this Supplement to the Guarantee as of the day and year first above written.
|
SYMPHONY HEALTH SOLUTIONS CORPORATION, as a New Guarantor |
|
|
|
|
|
|
|
|
By: |
/s/ Charles H. Munn, Jr. |
|
|
Name: Charles H. Munn, Jr. |
|
|
Title: EVP, Secretary and General Counsel |
|
|
|
|
|
|
|
SOURCE HEALTHCARE ANALYTICS, LLC, as a New Guarantor |
|
|
|
|
|
|
|
|
By: |
/s/ Charles H. Munn, Jr. |
|
|
Name: Charles H. Munn, Jr. |
|
|
Title: EVP, Secretary and General Counsel |
|
|
|
|
|
|
|
PARALLEL 6, INC., as a New Guarantor |
|
|
|
|
|
|
|
|
By: |
/s/ Charles H. Munn, Jr. |
|
|
Name: Charles H. Munn, Jr. |
|
|
Title: EVP, Secretary and General Counsel |
[Signature Page to Guarantee Supplement]
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Collateral Agent |
|
|
|
|
|
|
|
|
By: |
/s/ Christine Gardiner |
|
|
Name: Christine Gardiner |
|
|
Title: Vice President |
[Signature Page to Guarantee Supplement]
SUPPLEMENT NO. 1 dated as of September 6, 2017 (this Supplement ), to the Security Agreement dated as of December 6, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the Security Agreement ), among PRA Health Sciences, Inc., a Delaware corporation ( Holdings ), Pharmaceutical Research Associates, Inc., a Virginia corporation (the Borrower ), each of the Subsidiaries listed on the signature pages thereto or that becomes a party thereto pursuant to Section 8.14 thereof (each such entity being a Subsidiary Grantor and, collectively, the Subsidiary Grantors ; the Subsidiary Grantors, Holdings and the Borrower are referred to collectively as the Grantors ), and Wells Fargo Bank, National Association, as collateral agent (in such capacity, the Collateral Agent ) for the benefit of the Secured Parties.
A. Reference is made to the Credit Agreement dated as of December 6, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement ) among Holdings, the Borrower, the Lenders and agents from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent and as Collateral Agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement or the Credit Agreement, as applicable.
C. The Grantors have entered into the Security Agreement in order to induce the Administrative Agent, the Collateral Agent, the Lenders, the Swingline Lender and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Lenders to make their respective Loans, the Swingline Lender to make Swingline Loans and the Letter of Credit Issuers to issue Letters of Credit for the account of the Borrower and the Restricted Subsidiaries under the Credit Agreement and to induce one or more Lenders or Affiliates of Lenders to enter into Secured Cash Management Agreements or Secured Hedge Agreements with Holdings and/or its Subsidiaries.
D. Section 9.11 of the Credit Agreement and Section 8.14 of the Security Agreement provide that each Subsidiary that is required to become a party to the Security Agreement pursuant to Section 9.11 of the Credit Agreement shall become a Subsidiary Grantor, with the same force and effect as if originally named as a Subsidiary Grantor therein, for all purposes of the Security Agreement upon execution and delivery by such Subsidiary of an instrument in the form of this Supplement. Each undersigned Subsidiary (each a New Grantor ) is executing this Supplement in accordance with the requirements of the Security Agreement to become a Subsidiary Grantor under the Security Agreement in order to induce the Lenders to make their respective Loans, the Swingline Lender to make Swingline Loans and the Letter of Credit Issuers to issue Letters of Credit for the account of the Borrower and the Restricted Subsidiaries under the Credit Agreement and to induce one or more Cash Management Banks or Hedge Banks to enter into Secured Cash Management Agreements and Secured Hedge Agreements with Holdings and/or its Subsidiaries.
Accordingly, the Collateral Agent and the New Grantors agree as follows:
SECTION 1. In accordance with Section 8.14 of the Security Agreement, each New Grantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Obligations, does hereby bargain, sell, convey, assign, set over, mortgage, pledge, hypothecate and transfer to the Collateral Agent for the benefit of the Secured Parties, and hereby grants to the Collateral Agent for the benefit of the Secured Parties, a Security Interest in all of the Collateral of such New Grantor, in each case whether now or hereafter existing or in which it now has or
hereafter acquires an interest. Each reference to a Grantor in the Security Agreement shall be deemed to include each New Grantor. The Security Agreement is hereby incorporated herein by reference.
SECTION 2. Each New Grantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors rights generally and general equitable principles.
SECTION 3. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the Collateral Agent and Holdings. This Supplement shall become effective as to each New Grantor when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Grantor and the Collateral Agent.
SECTION 4. Each such New Grantor hereby represents and warrants that (a) set forth on Schedule I hereto is (i) the legal name of such New Grantor, (ii) the jurisdiction of incorporation or organization of such New Grantor, (iii) the identity or type of organization or corporate structure of such New Grantor, (iv) the Federal Taxpayer Identification Number and organizational number of such New Grantor and (v) the true and correct location of the chief executive office and principal place of business (if different to its chief executive office) and any office in which it maintains books of records relating to Collateral owned by it and (b) as of the date hereof (i) Schedule II hereto lists all of each New Grantors material inbound exclusive licenses in third party owned U.S. registered copyrights, (ii) Schedule III hereto lists in all material respects all of each New Grantors registered Copyrights (and all applications therefor), (iii) Schedule IV hereto lists all of each New Grantors material inbound exclusive licenses in third party owned U.S. patents and patent applications, (iv) Schedule V hereto lists in all material respects all of each New Grantors Patents (and all applications therefor), (v) Schedule VI hereto lists all of each New Grantors material inbound exclusive licenses in third party owned U.S. registered trademarks and trademark applications, (vi) Schedule VII hereto lists in all material respects all of each New Grantors registered Trademarks (and all applications therefor) and (vii) Schedule VIII hereto lists all of each new Grantors Commercial Tort Claims.
SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.
SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 8. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to
each New Grantor shall be given to it in care of Holdings at Holdings address set forth in Section 13.2 of the Credit Agreement.
[ Signature pages follow ]
IN WITNESS WHEREOF, each New Grantor and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.
|
SYMPHONY HEALTH SOLUTIONS CORPORATION, as a New Grantor |
|
|
|
|
|
|
|
|
By: |
/s/ Charles H. Munn, Jr. |
|
|
Name: Charles H. Munn, Jr. |
|
|
Title: EVP, Secretary and General Counsel |
|
|
|
|
|
|
|
SOURCE HEALTHCARE ANALYTICS, LLC, as a New Grantor |
|
|
|
|
|
|
|
|
By: |
/s/ Charles H. Munn, Jr. |
|
|
Name: Charles H. Munn, Jr. |
|
|
Title: EVP, Secretary and General Counsel |
|
|
|
|
|
|
|
PARALLEL 6, INC., as a New Grantor |
|
|
|
|
|
|
|
|
By: |
/s/ Charles H. Munn, Jr. |
|
|
Name: Charles H. Munn, Jr. |
|
|
Title: EVP, Secretary and General Counsel |
[Signature Page to Security Agreement Supplement]
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Collateral Agent |
|
|
|
|
|
|
|
|
By: |
/s/ Christine Gardiner |
|
|
Name: Christine Gardiner |
|
|
Title: Vice President |
[Signature Page to Security Agreement Supplement]
SCHEDULE I
TO SUPPLEMENT NO. 1 TO THE
SECURITY AGREEMENT
COLLATERAL
Legal Name |
|
Jurisdiction of
|
|
Type of
|
|
Federal Taxpayer
|
|
Chief Executive Office |
Symphony Health Solutions Corporation |
|
Delaware |
|
Corporation |
|
45-5298493
|
|
1001 E. Hector Street
|
Source Healthcare Analytics, LLC |
|
Delaware |
|
Limited liability company |
|
45-4094520
|
|
2390 E. Camelback Road
|
Parallel 6, Inc. |
|
Delaware |
|
Corporation |
|
27-1283146
|
|
Pacific Center I
|
SCHEDULE II
TO SUPPLEMENT NO. 1 TO THE
SECURITY AGREEMENT
MATERIAL INBOUND EXCLUSIVE LICENSES IN U.S. REGISTERED COPYRIGHTS
None.
SCHEDULE III
TO SUPPLEMENT NO. 1 TO THE
SECURITY AGREEMENT
U.S. REGISTERED COPYRIGHTS
None.
SCHEDULE IV
TO SUPPLEMENT NO.1 TO THE
SECURITY AGREEMENT
MATERIAL INBOUND EXCLUSIVE LICENSES IN U.S. PATENTS AND PATENT APPLICATIONS
See Schedule V, as applicable.
SCHEDULE V
TO SUPPLEMENT NO. 1 TO THE
SECURITY AGREEMENT
U.S. PATENTS AND PATENT APPLICATIONS
Parallel 6, Inc. Patents and Patent Applications
Patent / Application
|
|
Country |
|
Title |
|
Application
|
|
Filing
|
|
Issue
|
8,856,031 |
|
US |
|
SYSTEMS AND METHODS FOR OBTAINING AND USING TARGETED INSIGHTS WITHIN A DIGITAL CONTENT AND INFORMATION SHARING SYSTEM |
|
Granted; Maintenance fee due April 7 2018 |
|
11/27/2013 |
|
10/7/2014 |
PCT/US2014/030900 |
|
WO |
|
SYSTEMS AND METHODS FOR OBTAINING AND USING TARGETED INSIGHTS WITHIN A DIGITAL CONTENT AND INFORMATION SHARING SYSTEM |
|
NAT PHASE |
|
3/17/2014 |
|
|
2014232264 |
|
AU |
|
SYSTEMS AND METHODS FOR OBTAINING AND USING TARGETED INSIGHTS WITHIN A DIGITAL CONTENT AND INFORMATION SHARING SYSTEM |
|
Pending; Annuity due March 17 2018 |
|
3/17/2014 |
|
|
2914915 |
|
CA |
|
SYSTEMS AND METHODS FOR OBTAINING AND USING TARGETED INSIGHTS WITHIN A DIGITAL CONTENT AND INFORMATION SHARING SYSTEM |
|
Published; Request for Examination due March 17 2019; Annuity due March 17 2017 |
|
3/17/2014 |
|
|
201480027880.X |
|
CN |
|
SYSTEMS AND METHODS FOR OBTAINING AND USING TARGETED INSIGHTS WITHIN A DIGITAL CONTENT AND INFORMATION SHARING SYSTEM |
|
Published |
|
3/17/2014 |
|
|
Patent / Application
|
|
Country |
|
Title |
|
Application
|
|
Filing
|
|
Issue
|
14/738,766 |
|
US |
|
SYSTEM AND METHODS FOR MANAGING AND CONDUCTING CLINICAL OR OTHER RESEARCH USING A DIGITAL CONTENT AND INFORMATION SHARING SYSTEM |
|
Final Rejection sent May 8, 2017 |
|
6/12/2015 |
|
|
14/507,735 |
|
US |
|
SYSTEMS AND METHODS FOR OBTAINING AND USING TARGETED INSIGHTS WITHIN A DIGITAL CONTENT AND INFORMATION SHARING SYSTEM |
|
Published; Response to OA due January 12 2017 |
|
10/6/2014 |
|
|
14763461.2 |
|
EP |
|
SYSTEMS AND METHODS FOR OBTAINING AND USING TARGETED INSIGHTS WITHIN A DIGITAL CONTENT AND INFORMATION SHARING SYSTEM |
|
Published; Annuity due March 17 2017; Response to EESR due May 18 2017 |
|
3/17/2014 |
|
|
16109769.2 |
|
HK |
|
SYSTEMS AND METHODS FOR OBTAINING AND USING TARGETED INSIGHTS WITHIN A DIGITAL CONTENT AND INFORMATION SHARING SYSTEM |
|
Pending |
|
3/17/2014 |
|
|
2015-7029833 |
|
KR |
|
SYSTEMS AND METHODS FOR OBTAINING AND USING TARGETED INSIGHTS WITHIN A DIGITAL CONTENT AND INFORMATION SHARING SYSTEM |
|
Pending; Deferred Examination due March 17 2019 |
|
3/17/2014 |
|
|
13/373,856 |
|
US |
|
INCENTIVE-BASED DIGITAL CONTENT SHARING PLATFORM |
|
Published; Appeal Brief due December 23 2016 |
|
12/2/2011 |
|
|
13/487,155 |
|
US |
|
SYSTEMS AND METHODS FOR AUTOMATED INFORMED CONSENT |
|
Final Rejection sent March 2, 2016 2016 |
|
6/1/2012 |
|
|
14/214,653 |
|
US |
|
SYSTEMS AND METHODS FOR RECRUITING AND MATCHING PATIENTS FOR CLINICAL TRIALS |
|
Published; Response to OA filed 12/6/16 |
|
3/14/2014 |
|
|
Patent / Application
|
|
Country |
|
Title |
|
Application
|
|
Filing
|
|
Issue
|
15/475,088 |
|
US |
|
SYSTEMS AND METHODS FOR REMOTE DEMAND BASED DATA MANAGEMENT OF CLINICAL LOCATIONS |
|
Published August 10, 2017 |
|
3/30/2017 |
|
|
Source Healthcare Analytics Patent Application
Patent |
|
Applicant |
|
App. No. |
|
Filed |
|
Status |
COMPUTER IMPLEMENTED SYSTEM AND METHOD FOR ASSOCIATING PRESCRIPTION DATA AND DE-DUPLICATION |
|
SOURCE HEALTHCARE ANALYTICS, LLC |
|
14/973,065 |
|
Dec. 17, 2015 |
|
Source Healthcare Analytics, LLC was assigned a patent application no. 13/008,102, filed January 18, 2011 (published as US 2012/0185264 A1, on July 19, 2012 (now abandoned)). A continuation of this application was filed, no. 14/973,065, on December 17, 2015 (published as US 2016/0103976 A1, on April 14, 2016 (now pending)). |
SCHEDULE VI
TO SUPPLEMENT NO. 1 TO THE
SECURITY AGREEMENT
MATERIAL INBOUND EXCLUSIVE LICENSES IN U.S. REGISTERED TRADEMARKS AND TRADEMARKS APPLICATIONS
See Schedule VII, as applicable.
SCHEDULE VII
TO SUPPLEMENT NO. 1 TO THE
SECURITY AGREEMENT
U.S. REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS
Parallel 6, Inc. Trademarks
Owner |
|
Mark |
|
App./Reg. No. |
Parallel 6, Inc. |
|
CLINICAL6 AN MCLINICAL PLATFORM FOR PATIENT ENROLLMENT, ENGAGEMENT, & MANAGEMENT |
|
87/241493 |
Parallel 6, Inc. |
|
CLINICAL6 |
|
87/241468 |
Parallel 6, Inc. |
|
PARALLEL6 |
|
87/241454 |
Parallel 6, Inc. |
|
PARALLEL6 |
|
87/241433 |
Parallel 6, Inc. |
|
CLIN6 |
|
87/241,478
|
Parallel 6, Inc. |
|
NPRUV |
|
4302736 |
Parallel 6, Inc. Domain Names
thepivotstudy.com
mstops.com
captivereach.com
floatiesswimschoolblog.com
governmentreach.com
parallel6.com
ClinicalReach.com
clinical6.us
clinical6.com
clinical6.info
clinical6.net
clinical6.org
nPruv.com
nPruv.net
nPruv.org
Symphony Health Solutions Corporation and Source Healthcare Analytics, LLC Trademarks
Mark |
|
Owner |
|
Country |
|
Serial/
|
|
Status |
|
|
Symphony Health Solutions Corporation |
|
USA |
|
87/471,486 |
|
Pending; filed 6/1/2017 |
CUSTOMERSOURCE |
|
Symphony Health Solutions Corporation |
|
USA |
|
87/424,315 |
|
Pending; filed 4/25/2017 |
IDV |
|
Symphony Health Solutions Corporation |
|
USA |
|
4,770,340 |
|
Registered 7/7/2015 |
LAUNCHTRAC |
|
Source Healthcare Analytics, LLC |
|
USA |
|
2,197,376 |
|
Registered 10/20/1988 |
NONRETAILSOURCE |
|
Symphony Health Solutions Corporation |
|
USA |
|
87/424,289 |
|
Pending; filed 4/25/2017 |
PATIENTSOURCE |
|
Symphony Health Solutions Corporation |
|
USA |
|
87/424,261 |
|
Pending; filed 4/25/2017 |
PAYERSOURCE |
|
Symphony Health Solutions Corporation |
|
USA |
|
87/424,224 |
|
Pending; filed 4/25/2017 |
PHAST |
|
Symphony Health Solutions Corporation |
|
USA |
|
87/471,438 |
|
Pending; filed 6/1/2017 |
PRESCRIBER SOURCE |
|
Symphony Health Solutions Corporation |
|
USA |
|
87/424,208 |
|
Pending; filed 4/25/2017 |
SYMPHONYHEALTH and Design
|
|
Symphony Health Solutions Corporation |
|
USA |
|
87/424,005 |
|
Pending; filed 4/25/2017 |
SYMPHONY HEALTH |
|
Symphony Health Solutions Corporation |
|
USA |
|
87/403,314 |
|
Pending; filed 4/7/2017 |
SYMPHONY HEALTH SOLUTIONS |
|
Symphony Health Solutions Corporation |
|
European Community |
|
12187217 |
|
Registered 2/26/2014 |
SYMPHONY HEALTH SOLUTIONS |
|
Symphony Health Solutions Corporation |
|
USA |
|
4,906,915 |
|
Registered 3/1/2016 |
SYMPHONY HEALTH SOLUTIONS and Design
|
|
Symphony Health Solutions Corporation |
|
USA |
|
4,906,916 |
|
Registered 3/1/2016 |
SYMPHONY HEALTHCLOUD |
|
Symphony Health Solutions Corporation |
|
USA |
|
5,043,542 |
|
Registered |
VANTAGE |
|
Symphony Health Solutions Corporation |
|
USA |
|
86/625,690 |
|
Pending; filed 5/11/2015; suspended |
SOURCE |
|
Source Healthcare Analytics, LLC |
|
USA |
|
2,062,766 |
|
Registered 5/20/1997 |
TRULIFT |
|
Symphony Health Solutions Corporation |
|
USA |
|
87/505,421 ITU |
|
Pending; filed 6/26/2017 |
MEDIASTAT |
|
Symphony Health Solutions Corporation |
|
USA |
|
87/505,358 ITU |
|
Pending; filed 6/26/2017 |
PRESIGHT |
|
Symphony Health Solutions Corporation |
|
USA |
|
87/505,406 ITU |
|
Pending; filed 6/26/2017 |
Mark |
|
Owner |
|
Country |
|
Serial/
|
|
Status |
SYMPHONY SPOTLIGHT |
|
Symphony Health Solutions Corporation |
|
USA |
|
87/505,327 ITU |
|
Pending; filed 6/26/2017 |
SYNOMA |
|
Symphony Health Solutions Corporation |
|
USA |
|
86/567,753 ITU |
|
Pending; filed 3/18/2015 |
SYNOMAID |
|
Symphony Health Solutions Corporation |
|
USA |
|
86/567,771 ITU |
|
Pending; filed 3/18/2015 |
Symphony Health Solutions Corporation and Source Healthcare Analytics, LLC Domain Names:
Domain Name |
|
Expiration Date |
REDHERRINGSUPPORT.COM |
|
7/30/2019 |
SOURCEHEALTHCARE.NET |
|
1/31/2019 |
SYMPHONYHA.CO |
|
4/29/2018 |
SYMPHONYHA.MOBI |
|
5/1/2018 |
SYMPHONYHEALTH.CO |
|
6/28/2018 |
SYMPHONYHEALTH.COM |
|
1/16/2019 |
symphonyhealth.exchange |
|
6/23/2018 |
SYMPHONYHEALTH.INFO |
|
6/29/2018 |
SYMPHONYHEALTH.MOBI |
|
7/6/2018 |
SYMPHONYHEALTH.NET |
|
6/29/2018 |
SYMPHONYHEALTH.ORG |
|
6/29/2018 |
SYMPHONYHEALTH.US |
|
7/5/2018 |
SYMPHONYHEALTHANALYTICS.CO |
|
4/29/2019 |
SYMPHONYHEALTHANALYTICS.INFO |
|
4/16/2018 |
SYMPHONYHEALTHANALYTICS.MOBI |
|
5/1/2018 |
SYMPHONYHEALTHANALYTICS.ORG |
|
4/16/2018 |
SYMPHONYHEALTHCLOUD.COM |
|
1/28/2020 |
SYMPHONYHEALTHCLOUD.NET |
|
1/29/2020 |
SYMPHONYHEALTHSOLUTIONS.BIZ |
|
4/28/2018 |
SYMPHONYHEALTHSOLUTIONS.BZ |
|
4/29/2018 |
SYMPHONYHEALTHSOLUTIONS.CO |
|
4/28/2018 |
SYMPHONYHEALTHSOLUTIONS.INFO |
|
4/29/2018 |
SYMPHONYHEALTHSOLUTIONS.MOBI |
|
4/29/2018 |
SYMPHONYHEALTHSOLUTIONS.ORG |
|
4/29/2018 |
SYMPHONYHEALTHSOLUTIONS.US |
|
4/28/2018 |
SYMPHONYHS.CO |
|
4/29/2018 |
SYMPHONYHS.MOBI |
|
5/1/2018 |
SYMPHONYHS.ORG |
|
6/11/2018 |
SYNOMA.BIZ |
|
3/31/2018 |
SYNOMA.BZ |
|
4/1/2018 |
SYNOMA.CO |
|
3/31/2018 |
SYNOMA.MOBI |
|
4/1/2018 |
Domain Name |
|
Expiration Date |
SYNOMA.NET |
|
4/1/2018 |
SYNOMA.ORG |
|
4/1/2018 |
SYNOMA.US |
|
3/31/2018 |
SYNOMAANALYTICS.BIZ |
|
3/31/2018 |
SYNOMAANALYTICS.BZ |
|
4/1/2018 |
SYNOMAANALYTICS.CO |
|
3/31/2018 |
SYNOMAANALYTICS.COM |
|
4/1/2018 |
SYNOMAANALYTICS.INFO |
|
4/1/2018 |
SYNOMAANALYTICS.MOBI |
|
4/1/2018 |
SYNOMAANALYTICS.NET |
|
4/1/2018 |
SYNOMAANALYTICS.ORG |
|
4/1/2018 |
SYNOMAANALYTICS.US |
|
3/31/2018 |
SYNOMAHEALTH.BIZ |
|
3/31/2018 |
SYNOMAHEALTH.BZ |
|
4/1/2018 |
SYNOMAHEALTH.CLOUD |
|
7/22/2018 |
SYNOMAHEALTH.CO |
|
3/31/2018 |
SYNOMAHEALTH.COM |
|
4/1/2018 |
SYNOMAHEALTH.INFO |
|
4/1/2018 |
SYNOMAHEALTH.MOBI |
|
4/1/2018 |
SYNOMAHEALTH.NET |
|
4/1/2018 |
SYNOMAHEALTH.ORG |
|
4/1/2018 |
SYNOMAHEALTH.US |
|
3/31/2018 |
SYNOMAHEALTHANALYTICS.BIZ |
|
3/31/2018 |
SYNOMAHEALTHANALYTICS.BZ |
|
4/1/2018 |
SYNOMAHEALTHANALYTICS.CO |
|
3/31/2018 |
SYNOMAHEALTHANALYTICS.COM |
|
4/1/2018 |
SYNOMAHEALTHANALYTICS.INFO |
|
4/1/2018 |
SYNOMAHEALTHANALYTICS.MOBI |
|
4/1/2018 |
SYNOMAHEALTHANALYTICS.NET |
|
4/1/2018 |
SYNOMAHEALTHANALYTICS.ORG |
|
4/1/2018 |
SYNOMAHEALTHANALYTICS.US |
|
3/31/2018 |
SYNOMAHEALTHCARE.BIZ |
|
3/31/2018 |
SYNOMAHEALTHCARE.BZ |
|
4/1/2018 |
SYNOMAHEALTHCARE.CO |
|
3/31/2018 |
SYNOMAHEALTHCARE.COM |
|
4/1/2018 |
SYNOMAHEALTHCARE.INFO |
|
4/1/2018 |
SYNOMAHEALTHCARE.MOBI |
|
4/1/2018 |
SYNOMAHEALTHCARE.NET |
|
4/1/2018 |
SYNOMAHEALTHCARE.ORG |
|
4/1/2018 |
SYNOMAHEALTHCARE.US |
|
3/31/2018 |
Domain Name |
|
Expiration Date |
SYNOMAHEALTHCAREANALYTICS.BIZ |
|
3/31/2018 |
SYNOMAHEALTHCAREANALYTICS.BZ |
|
4/1/2018 |
SYNOMAHEALTHCAREANALYTICS.CO |
|
3/31/2018 |
SYNOMAHEALTHCAREANALYTICS.COM |
|
4/1/2018 |
SYNOMAHEALTHCAREANALYTICS.INFO |
|
4/1/2018 |
SYNOMAHEALTHCAREANALYTICS.MOBI |
|
4/1/2018 |
SYNOMAHEALTHCAREANALYTICS.NET |
|
4/1/2018 |
SYNOMAHEALTHCAREANALYTICS.ORG |
|
4/1/2018 |
SYNOMAHEALTHCAREANALYTICS.US |
|
3/31/2018 |
SYNOMAHEALTHCLOUD.COM |
|
7/22/2018 |
SYNOMAHEALTHCLOUD.INFO |
|
7/22/2018 |
SYNOMAHEALTHCLOUD.NET |
|
7/22/2018 |
SYNOMAHEALTHCLOUD.ORG |
|
7/22/2018 |
SYNOMAHEALTHCLOUD.US |
|
7/21/2018 |
SYNOMAID.BIZ |
|
3/31/2018 |
SYNOMAID.BZ |
|
4/1/2018 |
SYNOMAID.CO |
|
3/31/2018 |
SYNOMAID.COM |
|
3/23/2018 |
SYNOMAID.INFO |
|
4/1/2018 |
SYNOMAID.MOBI |
|
4/1/2018 |
SYNOMAID.NET |
|
4/1/2018 |
SYNOMAID.ORG |
|
4/1/2018 |
SYNOMAID.US |
|
3/31/2018 |
SYNOMANET.BIZ |
|
3/31/2018 |
SYNOMANET.BZ |
|
4/1/2018 |
SYNOMANET.CO |
|
3/31/2018 |
SYNOMANET.COM |
|
4/1/2018 |
SYNOMANET.INFO |
|
4/1/2018 |
SYNOMANET.MOBI |
|
4/1/2018 |
SYNOMANET.NET |
|
4/1/2018 |
SYNOMANET.ORG |
|
4/1/2018 |
SYNOMANET.US |
|
3/31/2018 |
SCHEDULE VIII
TO SUPPLEMENT NO. 1 TO THE
SECURITY AGREEMENT
COMMERCIAL TORT CLAIMS
None.