ICON Announces Pricing of USD 2 Billion Notes

ICON plc (NASDAQ: ICLR) (“ICON”), a world-leading healthcare intelligence and clinical research organization, today announced the pricing of a USD 2 billion SEC-registered bond offering, consisting of $750,000,000 5.809% Senior Secured Notes due 2027, $750,000,000 5.849% Senior Secured Notes due 2029 and $500,000,000 6.000% Senior Secured Notes due 2034 (collectively, the “Notes”).

The Notes will be issued by ICON’s wholly-owned subsidiary, ICON Investments Six Designated Activity Company (the “Issuer”), and will be guaranteed on a senior secured basis by ICON and its existing and future wholly owned subsidiaries organized in the United States, Ireland and the Grand Duchy of Luxembourg (“Luxembourg”) (the “Subsidiary Guarantors” and, collectively with ICON, the “Guarantors”), in each case that guarantee the obligations under our senior secured U.S. dollar denominated term loan facility and senior secured revolving credit facility (together, the “Senior Secured Credit Facilities”) and the 2.875% senior secured notes due 2026 issued by PRA Health Sciences, Inc., a wholly owned subsidiary of ICON (the “Existing Notes”). The Notes will be senior secured obligations of the Issuer and the Guarantors and the Notes will rank equally in right of payment to all of the Issuer’s and Guarantors’ existing and future senior debt (including the Senior Secured Credit Facilities and the Existing Notes) and senior in right of payment to all of the Issuer’s and Guarantors’ existing and future subordinated debt.

The offering is expected to close on May 8, 2024, subject to the satisfaction of customary closing conditions.

The net proceeds of the offering will be used to (i) provide funds to the borrowers under our Senior Secured Credit Facilities, through intercompany loans and other means, to repay a portion of the senior secured term loans outstanding under the Senior Secured Credit Facilities and (ii) pay fees, costs and expenses related to the offering.

The Issuer and ICON have filed a registration statement (including a prospectus) (“the Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) and a preliminary prospectus supplement (the “Preliminary Prospectus Supplement”) for the Notes to which this communication relates. Before investing, potential investors should read the Preliminary Prospectus Supplement and prospectus in the Registration Statement, and the other documents incorporated by reference in the Preliminary Prospectus Supplement and the Registration Statement for more complete information about the Issuer, ICON and the offering. These documents may be obtained free of charge by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, a copy of the Preliminary Prospectus Supplement may be requested by contacting Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone: [phone], E-mail: [e-mail]; HSBC Securities (USA) Inc., [phone]; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York, 10179, Attention: Investment Grade Syndicate Desk, 3rd Floor, telephone collect at 1-212-834-4533; Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, New York 10036, Attention: Investment Banking Division, Facsimile: [phone]; Santander US Capital Markets LLC, 437 Madison Avenue, New York, NY 10022, Attention: Debt Capital Markets, Facsimile: [phone], E-mail: [e-mail].