PPD and Jaguar Holding Company II plan a new offering of senior notes to private investors to refinance existing debt, the Wilmington-based CRO announced in a news release Monday. Because PPD is a privately held company, the offering is exempt from registration with the Securities and Exchange Commission, the release stated.
 
The two entities, as joint issuers, plan to offer $1.125 billion in aggregate principal amount of senior notes due in 2023, according to the release.
 
Senior notes are a debt security or bond that takes precedence over other unsecured notes and must be repaid in the event of bankruptcy.
 
The issuers expect to use net proceeds from the offering – estimated at about $1.111 billion – together with proceeds from the expected refinancing of the issuers’ existing senior secured credit facility and cash on hand, to redeem the issuers’ $575 million in aggregate principal amount of senior notes due in 2019, to redeem Jaguar Holdings’ $1.125 billion in aggregate principal amount of senior payment in kind (PIK) toggle notes due in 2017, and to make dividends to Jaguar’s shareholders and/or distributions to Jaguar’s option holders, the release stated.
 
A toggle note is a payment-in-kind bond which gives the issuer to option to defer an interest payment by agreeing to pay an increased coupon in the future. All deferred payments must be settled by the bond’s maturity.
 
“The Notes will be offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States, to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act,” the release stated.