ICON PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) | | | ICON INVESTMENTS SIX DESIGNATED ACTIVITY COMPANY (Exact name of registrant as specified in its charter) |
Ireland (State or other jurisdiction of incorporation or organization) | | | Ireland (State or other jurisdiction of incorporation or organization) |
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98-1067160 (I.R.S. Employer Identification Number) | | | Not Applicable (I.R.S. Employer Identification Number) |
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South County Business Park, Leopardstown Dublin 18, D18 X5R3 Ireland +353 1 291 2000 (Address and telephone number of Registrant’s principal executive offices) | | | South County Business Park, Leopardstown Dublin 18, D18 X5R3 Ireland +353 1 291 2000 (Address and telephone number of Registrant’s principal executive offices) |
Helene R. Banks, Esq. Adam M. Dworkin, Esq. C. Anthony Wolfe, Esq. Cahill Gordon & Reindel LLP 32 Old Slip New York, NY 10005 +1 (212) 701-3000 | | | Berni Hosty Séamus Ó Cróinín A&L Goodbody LLP 3 Dublin Landings, North Wall Quay Dublin 1, D01 C4E0 Ireland +353 1 649 2000 |
Exact Name as Specified in its Charter | | | State or Other Jurisdiction of Incorporation or Organization | | | I.R.S. Employer Identification Number | | | Address, Including Zip Code and Telephone Number, Including Area Code, of Principal Executive Offices |
ICON Luxembourg S.à r.l. | | | Luxembourg | | | 98-0598804 | | | 61, rue de Rollingergrund, L-2440 Luxembourg, Grand Duchy of Luxembourg, +353-1-2912000 |
PRA Health Sciences, Inc. | | | Delaware, United States | | | 46-3640387 | | | 4131 Park Lake Ave, STE 600, Raleigh, NC 27612 +1 919 376 7445 |
ICON Clinical Research Limited | | | Ireland | | | 98-0672629 | | | South County Business Park, Leopardstown, Dublin 18, Ireland, +353-1-2912000 |
ICON Global Treasury Unlimited Company | | | Ireland | | | 98-1667520 | | | South County Business Park, Leopardstown, Dublin 18, Ireland, +353-1-291-2000 |
ICON US Holdings Inc. | | | Delaware, United States | | | 46-4107070 | | | 731 Arbor Way, Suite 100, Blue Bell, PA 19422, +1 (215) 616-3000 |
ICON Holdings Unlimited Company | | | Ireland | | | N/A | | | South County Business Park, Leopardstown, Dublin 18, Ireland, +353-1-291-2000 |
DOCS Resourcing Limited | | | Ireland | | | 98-1088246 | | | South County Business Park, Leopardstown, Dublin 18, Ireland, +353-1-291-2000 |
ICON Clinical International Unlimited Company | | | Ireland | | | N/A | | | South County Business Park, Leopardstown, Dublin 18, Ireland, +353-1-291-2000 |
ICON Clinical Research Property Development (Ireland) Limited | | | Ireland | | | N/A | | | South County Business Park, Leopardstown, Dublin 18, Ireland, +353-1-291-2000 |
Accellacare Limited | | | Ireland | | | 98-1685324 | | | South County Business Park, Leopardstown, Dublin 18, Ireland, +353-1-291-2000 |
ICON Operational Holdings Unlimited Company | | | Ireland | | | N/A | | | South County Business Park, Leopardstown, Dublin 18, Ireland, +353-1-291-2000 |
ICON Operational Financing Unlimited Company | | | Ireland | | | N/A | | | South County Business Park, Leopardstown, Dublin 18, Ireland, +353-1-291-2000 |
ICON Investments Four Unlimited Company | | | Ireland | | | N/A | | | South County Business Park, Leopardstown, Dublin 18, Ireland, +353-1-291-2000 |
ICON Clinical Global Holdings Unlimited Company | | | Ireland | | | N/A | | | South County Business Park, Leopardstown, Dublin 18, Ireland, +353-1-291-2000 |
Beacon Bioscience, Inc. | | | Delaware, United States | | | 23-3061410 | | | 731 Arbor Way, Suite 100, Blue Bell, PA 19422, +1 (215) 616-3000 |
ICON Clinical Research LLC | | | Delaware, United States | | | 23-2689156 | | | 731 Arbor Way, Suite 100, Blue Bell, PA 19422, +1 (215) 616-3000 |
ICON Laboratory Services, Inc. | | | Delaware, United States | | | 11-3158459 | | | 123 Smith Street Suffolk County Farmingdale, NY 11735 +1 631-306-9898 |
PriceSpective LLC | | | Delaware, United States | | | 04-3774463 | | | 731 Arbor Way, Suite 100, Blue Bell, PA 19422, +1 (215) 616-3000 |
ICON Early Phase Services, LLC | | | Texas, United States | | | 74-2669620 | | | 8307 Gault Lane San Antonio, TX 78209-1015 +1 210-283-4500 |
Exact Name as Specified in its Charter | | | State or Other Jurisdiction of Incorporation or Organization | | | I.R.S. Employer Identification Number | | | Address, Including Zip Code and Telephone Number, Including Area Code, of Principal Executive Offices |
MolecularMD Corp. | | | Delaware, United States | | | 20-3829030 | | | 731 Arbor Way, Suite 100, Blue Bell, PA 19422 +1 215-616-3000 |
DOCS Global, Inc. | | | New Jersey, United States | | | 22-3361327 | | | 731 Arbor Way, Suite 100, Blue Bell, PA 19422 +1 224-727-4000 |
Accellacare US Inc. | | | North Carolina, United States | | | 56-1246670 | | | 1901 S. Hawthorne Road, Suite 306 Winston-Salem, NC 27103 +1 336-768-8062 |
Clinical Resource Network, LLC | | | Illinois, United States | | | N/A | | | 3 Parkway North Suite 200, Deerfield, IL, 60015, +1 224-727-4000 |
CRN Holdings, LLC | | | Delaware, United States | | | 26-0236534 | | | 3 Parkway North Suite 200, Deerfield, IL, 60015, +1 224-727-4000 |
ReSearch Pharmaceutical Services, Inc. | | | Delaware, United States | | | 20-4322769 | | | 731 Arbor Way, Suite 100, Blue Bell, PA 19422 +1 215-616-3000 |
Source Healthcare Analytics, LLC | | | Delaware, United States | | | 45-4094520 | | | 731 Arbor Way, Suite 100, Blue Bell, PA 19422, +1 (215) 616-3000 |
Symphony Health Solutions Corporation | | | Delaware, United States | | | 45-5298493 | | | 731 Arbor Way, Suite 100, Blue Bell, PA 19422 +1 215-616-3000 |
Pharmaceutical Research Associates, Inc. | | | Virginia, United States | | | 54-1204111 | | | 4131 Park Lake Ave, STE 600, Raleigh, NC 27612 +1 919 376 7445 |
PRA Holdings, Inc. | | | Delaware, United States | | | 26-0566203 | | | 4131 Park Lake Ave, STE 600, Raleigh, NC 27612 +1 919 376 7445 |
PRA International, LLC | | | Delaware, United States | | | 54-2040171 | | | 4131 Park Lake Ave, STE 600, Raleigh, NC 27612 +1 919 376 7445 |
RPS Global Holdings, LLC | | | Delaware, United States | | | 46-3640463 | | | 4131 Park Lake Ave, STE 600, Raleigh, NC 27612 +1 919 376 7445 |
RPS Parent Holding LLC | | | Delaware, United States | | | 38-3870073 | | | 4131 Park Lake Ave, STE 600, Raleigh, NC 27612 +1 919 376 7445 |
Roy RPS Holdings LLC | | | Delaware, United States | | | 27-4471932 | | | 4131 Park Lake Ave, STE 600, Raleigh, NC 27612 +1 919 376 7445 |
ICON Clinical Investments, LLC | | | Delaware, United States | | | 88-4182171 | | | 731 Arbor Way, Suite 100, Blue Bell, PA 19422 +1 215-616-3000 |
ICON Holdings Clinical Research International Limited | | | Ireland | | | N/A | | | South County Business Park, Leopardstown, Dublin 18, Ireland, +353-1-291-2000 |
ICON Clinical Research Property Holdings (Ireland) Limited | | | Ireland | | | N/A | | | South County Business Park, Leopardstown, Dublin 18, Ireland, +353-1-291-2000 |
ICON Clinical Research Holdings (Ireland) Unlimited Company | | | Ireland | | | N/A | | | South County Business Park, Leopardstown, Dublin 18, Ireland, +353-1-291-2000 |
ICON Government and Public Health Solutions, Inc. | | | Virginia, United States | | | 54-1716562 | | | 731 Arbor Way, Suite 100 Blue Bell PA 19422, +1 215-616-3000 |
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• | Annual Report on Form 20-F for the year ended December 31, 2023 (File No. 333-08704) (the “2023 20-F”); and |
• | Form 6-K furnished to the SEC on April 3, 2024 and April 25, 2024; |
• | any stock exchange on which debt securities will be listed; |
• | the title of the debt securities; |
• | the total principal amount of the debt securities of the series offered and any limit on the future issuance of additional securities of that series; |
• | whether the debt securities will be issued in individual certificates to each holder or in the form of temporary or permanent global securities held by a depositary on behalf of holders; |
• | the date or dates on which the principal of and any premium on the debt securities will be payable; |
• | any interest rate, which may be fixed or variable, the date from which interest will accrue, interest payment dates and record dates for interest payments; |
• | any right to extend or defer the interest payment periods and the duration of the extension; |
• | any mandatory or optional sinking funds or analogous provisions or provisions for redemption at the option of the holder; |
• | whether and under what circumstances any additional amounts with respect to the debt securities will be payable; |
• | the place or places where payments on the debt securities will be payable; |
• | any provisions for optional redemption or early repayment, including conditions precedent for such optional redemption; |
• | any provisions that would require the redemption, repurchase or repayment of debt securities; |
• | whether payments on the debt securities will be payable in currency or currency units or another form and whether payments will be payable by reference to any index or formula; |
• | the portion of the principal amount of debt securities that will be payable if the maturity is accelerated, if other than the entire principal amount; |
• | any additional means of defeasance of the debt securities, any additional conditions or limitations to defeasance of the debt securities or any changes to those conditions or limitations; |
• | any changes or additions to the events of default or covenants described in this prospectus; |
• | any restrictions or other provisions relating to the transfer or exchange of debt securities; |
• | any terms for the mandatory or optional conversion or exchange of the debt securities; |
• | the currency of payment and the denominations in which the debt securities will be issuable; |
• | whether the debt securities will be guaranteed by any subsidiary guarantors and, if so, the names of the subsidiary guarantors of the series and a description of the subsidiary guarantees; |
• | if the debt securities or, if applicable, any guarantees of those debt securities, will be secured by any collateral and, if so, a general description of the collateral and of some of the terms of any related security, pledge or other agreements; and |
• | any other terms of the debt securities not inconsistent with the indenture. |
• | either: (a) ICON is the surviving person; or (b) the person formed by or surviving any such consolidation, amalgamation or merger (if other than ICON) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia, Luxembourg or Ireland; |
• | the person formed by or surviving any such consolidation, amalgamation or merger (if other than ICON) or the person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of ICON under its guarantee; |
• | immediately after such transaction, no event of default exists; and |
• | if applicable, to the extent any assets of the person which is merged, consolidated or amalgamated with or into ICON are assets of the type which would constitute collateral with respect to secured debt securities, ICON or the surviving person, as applicable, will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the liens on the collateral with respect to secured debt securities in the manner and to the extent required in the indenture and the related security documents and shall take all reasonably necessary action so that such lien is perfected to the extent required by the applicable security documents. |
• | either: (a) ICON Six is the surviving person; or (b) the person formed by or surviving any such consolidation or merger (if other than ICON Six) is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia, Luxembourg, Ireland or a country that is a member of the Organization for Economic Cooperation and Development (or any successor); and, if such person is not a corporation, a co-obligor of the debt securities is a corporation organized or existing under any such laws; |
• | the person formed by or surviving any such consolidation or merger (if other than ICON Six) or the person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of ICON Six under the debt securities and the indenture; |
• | immediately after such transaction, no event of default exists; and |
• | if applicable, to the extent any assets of the person which is merged, consolidated or amalgamated with or into ICON Six are assets of the type which would constitute collateral with respect to secured debt securities, ICON Six or the surviving person, as applicable, will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the liens on the collateral with respect to the secured debt securities in the manner and to the extent required in the indenture or the related security documents and shall take all reasonably necessary action so that such lien is perfected to the extent required by the applicable security documents. |
• | failure to pay interest on that series of debt securities for 30 days when due; |
• | failure to pay principal of or any premium on that series of debt securities when due; |
• | failure to comply with any covenant or agreement in that series of debt securities for 90 days after written notice by the trustee or by the holders of at least 25% in principal amount of the then-outstanding debt securities of that series voting as a single class issued under the indenture that are affected by that failure; |
• | specified events involving bankruptcy, insolvency or reorganization of ICON or ICON Six; and |
• | any other event of default provided for that series of debt securities in the applicable prospectus supplement. |
• | the holder gives the trustee written notice of a continuing event of default for that series; |
• | the holders of at least 25% in principal amount of the outstanding debt securities of that series make a written request to the trustee to pursue the remedy; |
• | the holders offer to the trustee indemnity satisfactory to the trustee; |
• | the trustee fails to act for a period of 60 days after receipt of the request and offer of indemnity; and |
• | during that 60-day period, the holders of a majority in principal amount of the debt securities of that series do not give the trustee a direction inconsistent with the request. |
• | conducting any proceeding for any remedy available to the trustee; and |
• | exercising any trust or power conferred on the trustee relating to or arising as a result of an event of default. |
• | reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver; |
• | reduce the principal of or change the fixed maturity of any debt securities or alter or waive any of the provisions with respect to the payment of any additional amounts; |
• | reduce the rate of or change the time for payment of interest on the debt security; |
• | waive a default or event of default in the payment of principal of, premium on, if any, or interest on, the debt securities of any series (except a rescission of acceleration of such debt securities by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities and a waiver of the payment default that resulted from such acceleration); |
• | make any debt security payable in money other than as originally stated in such debt security; |
• | impair the holder’s right to institute suit for the enforcement of any payment on or with respect to the debt security; or |
• | make any change in the preceding provisions. |
• | to cure any ambiguity, omission, mistake, defect or inconsistency; |
• | to provide for uncertificated debt securities in addition to or in place of certificated debt securities; (provided that the uncertificated debt securities are issued in a registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended (“the Code”); |
• | to provide for the assumption of ICON Six or ICON’s obligations to holders of debt securities of such series in the case of a merger or consolidation or sale of all or substantially all of ICON Six or ICON's assets, as applicable; |
• | to effect the release of any subsidiary guarantor from its guarantee in respect of such series of debt securities and the termination of such guarantee, all in accordance with the provisions of the indenture governing such release and termination; |
• | add any subsidiary guarantor or to provide for collateral to secure the debt securities of any series or any guarantee in respect of the debt securities of any series; |
• | to make any change that would provide any additional rights or benefits to the holders of debt securities or that does not materially adversely affect the legal rights under the indenture of any holder of debt securities; |
• | to comply with any requirement to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939, as amended; |
• | to change or eliminate any of the provisions of the indenture with respect to any series of debt securities, provided that any such change or elimination shall not become effective with respect to any outstanding debt securities of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; |
• | to provide for the issuance of and establish forms and terms and conditions of a new series of debt securities as permitted by the indenture; |
• | to provide for the issuance of additional debt securities of any series; provided that such additional debt securities have the same terms as, and be deemed part of the same series as, the applicable series of debt securities to the extent required under the indenture; |
• | to evidence and provide for the acceptance and appointment by a successor trustee or collateral trustee with respect to the debt securities of a series and to add to or change any of the provisions of the indenture with respect to such series as shall be necessary to provide for or facilitate the administration of the trust by more than one trustee; |
• | to add additional co-issuers (to the extent such entities are organized under the laws of the United States, any state of the United States or the District of Columbia, Luxembourg or Ireland) with respect to the debt securities in accordance with the limitations set forth in the indenture; and |
• | to add parallel debt or other foreign law provisions that ICON Six determines are necessary or advisable with respect to the jurisdiction of organization or incorporation of any guarantor. |
• | each of ICON, ICON Six and any subsidiary guarantors will be discharged from its or their obligations with respect to the debt securities of that series and, if applicable, the related guarantees (“legal defeasance”); or |
• | each of ICON, ICON Six and any subsidiary guarantors will no longer have any obligation to comply with the merger covenant and other specified covenants under the indenture, and the related events of default will no longer apply (“covenant defeasance”). |
• | any debt security during a period beginning 15 business days prior to the mailing of the relevant notice of redemption or repurchase and ending on the close of business on the day of mailing of such notice; or |
• | any debt security that has been called for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part. |
(a) | any Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the debt securities (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership or corporation) being or having been a citizen or resident or national of, being or having been incorporated or organized or being or having been engaged in a trade or business in or having any other present or former connection with the relevant Tax Jurisdiction other than a connection arising solely as a result of the acquisition or holding of any debt securities, the exercise or enforcement of rights under any debt securities or the applicable indenture or any guarantee thereof or the receipt of any payment in respect of any debt securities or any guarantee thereof; |
(b) | any Taxes, to the extent such Taxes were imposed as a result of the presentation of a debt security for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the note been presented on the last day of such 30-day period); |
(c) | any estate, inheritance, gift, wealth, sale, transfer, or similar Taxes; |
(d) | any Taxes withheld or deducted as a result of the presentation of any debt security for payment by or on behalf of a holder of debt securities who would have been able to avoid such withholding or deduction by presenting the relevant debt security to another paying agent designated by ICON Six under the indentures; |
(e) | any Taxes imposed other than by deduction or withholding from payments made by or on behalf of ICON Six or any guarantor under or with respect to the debt securities or any guarantee thereof; |
(f) | any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the holder or beneficial owner of debt securities to accurately comply with a reasonable request from an applicable |
(g) | any Taxes imposed or withheld by reason of the failure of the holder or beneficial owner of the debt securities to comply with the requirements of Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”), as of the applicable issue date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, any agreements entered into pursuant to current Section 1471(b) of the Code (or any amended or successor version described above) and any intergovernmental agreement, treaty, convention or similar agreement among governmental authorities (and related legislation, official regulations or other administrative guidance) implementing any of the foregoing; |
(h) | any Taxes imposed on or with respect to any payment by or on behalf of ICON Six or any guarantor to the holder if such holder is a fiduciary, partnership, limited liability company or person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed had such beneficial owner been the holder; |
(i) | any (i) Luxembourg withholding tax due under the so-called Luxembourg Relibi Law dated 23 December 2005 by the Grand-Duchy of Luxembourg or (ii) Luxembourg registration duties (droits d’enregistrement) payable due to a registration, submission or filing by any holder or beneficial owner of debt securities or any guarantee thereof, except if such registration, submission or filing is required to maintain, establish, enforce or preserve the rights of such holder or beneficial owner under such debt securities or guarantee thereof; or |
(j) | any combination of clauses (a) through (i) above. |
SEC registration fee | | | $ (1) |
Rating agency fees and expenses | | | $(2) |
Printing expenses | | | $(2) |
Legal fees and expenses | | | $(2) |
Accounting fees and expenses | | | $(2) |
Blue Sky, qualification fees and expenses | | | $(2) |
Transfer agent fees and expenses | | | $(2) |
Trustee fees and expenses | | | $(2) |
Miscellaneous | | | $(2) |
Total | | | $(2) |
(1) | Pursuant to Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the SEC registration fee will be paid at the time of any particular offering of securities under the registration statement, and is therefore not currently determinable. |
(2) | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. |
Item 8. | Indemnification of Directors and Officers |
Item 9. | EXHIBITS |
Exhibit Number | | | Description |
1.1* | | | Form of Underwriting Agreement. |
| | ||
| | Agreement and Plan of Merger, dated as of February 24, 2021, by and among ICON plc, ICON US Holdings Inc., Indigo Merger Sub, Inc and PRA Health Sciences, Inc. (incorporated by reference to Exhibit 2.1 to the Form 20-F (file No. 333-08704) filed on February 23, 2024). | |
| | ||
| | Description of the Constitution of ICON plc (incorporated by reference to Exhibit 3.1 to the Form 20-F (File No. 333-08704) filed on February 23, 2024). | |
| | ||
| | Form of Indenture, among ICON Investments Six Designated Activity Company, ICON plc and Citibank, N.A., as trustee. | |
| | ||
| | Opinion of Cahill Gordon & Reindel LLP, as to the legality of the debt securities. | |
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| | Opinion of A&L Goodbody, Irish counsel to ICON plc, as to the legality of the debt securities. | |
| | ||
| | List of Subsidiary Guarantors and Issuer of Guaranteed Debt Securities and Affiliates Whose Securities Collateralize Securities of ICON Investments Six Designated Activity Company. | |
| | ||
| | Consent of KPMG, independent registered public accounting firm. | |
| | ||
| | Consent of Cahill Gordon & Reindel LLP (included in Exhibit 5.1 above). | |
| | ||
| | Consent of A&L Goodbody (included in Exhibit 5.2 above). | |
| | ||
| | Powers of attorney (included on signature pages hereof). | |
| | ||
| | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Citibank, N.A. as Trustee with respect to Exhibit 4.1 above. | |
| | ||
| | Filing Fee Table. |
* | To be filed by amendment or incorporated by reference to a subsequently furnished Report on Form 6-K. |
Item 10. | Undertakings |
| | | | ICON PLC | ||
| | | | |||
| | By: | | | /s/ Brendan Brennan | |
| | | | Brendan Brennan | ||
| | | | Chief Financial Officer and Principal Accounting Officer |
Name | | | Title | | | Date |
| | | | |||
/s/ Stephen Cutler | | | Director, Chief Executive Officer and Authorized Representative in the United States | | | April 26, 2024 |
Stephen Cutler | | |||||
/s/ Ciaran Murray | | | Chairman and Director | | | April 26, 2024 |
Ciaran Murray | | |||||
/s/ Rónán Murphy | | | Director | | | April 26, 2024 |
Rónán Murphy | | |||||
/s/ Julie O’Neill | | | Director | | | April 26, 2024 |
Julie O’Neill | | |||||
/s/ Eugene McCague | | | Director | | | April 26, 2024 |
Eugene McCague | | |||||
/s/ John Climax | | | Director | | | April 26, 2024 |
John Climax | | |||||
/s/ Joan Garahy | | | Director | | | April 26, 2024 |
Joan Garahy | | |||||
/s/ Brendan Brennan | | | Chief Financial Officer and Principal Accounting Officer | | | April 26, 2024 |
Brendan Brennan | |
*By: | | | /s/ Stephen Cutler | | | April 26, 2024 |
| | Stephen Cutler, Attorney-in-Fact | | | ||
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | | |
| | ICON INVESTMENTS SIX DESIGNATED ACTIVITY COMPANY | ||||
| | | | |||
| | By: | | | /s/ Brendan Brennan | |
| | | | Brendan Brennan | ||
| | | | Principal Executive Officer, Principal Financial Officer, and | ||
| | | | Principal Accounting Officer |
Name | | | Title | | | Date |
| | | | |||
/s/ Simon Hollywood | | | Director | | | April 26, 2024 |
Simon Hollywood | | |||||
| | | | |||
/s/ Diarmaid Cunningham | | | Director and Authorized Representative in the United States | | | April 26, 2024 |
Diarmaid Cunningham | | |||||
| | | | |||
/s/ Brendan Brennan | | | Director, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | | | April 26, 2024 |
Brendan Brennan | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | |
| | | | ICON CLINICAL INTERNATIONAL UNLIMITED COMPANY | ||
| | | | ICON CLINICAL RESEARCH PROPERTY DEVELOPMENT (IRELAND) LIMITED | ||
| | | | ICON CLINICAL RESEARCH PROPERTY HOLDINGS (IRELAND) LIMITED | ||
| | | | ICON HOLDINGS CLINICAL RESEARCH INTERNATIONAL LIMITED | ||
| | | | ICON CLINICAL GLOBAL HOLDINGS UNLIMITED COMPANY | ||
| | | | ICON OPERATIONAL FINANCING UNLIMITED COMPANY | ||
| | | | ICON OPERATIONAL HOLDINGS UNLIMITED COMPANY | ||
| | | | |||
| | By: | | | /s/ Brendan Brennan | |
| | | | Brendan Brennan | ||
| | | | Principal Executive Officer, Principal Financial Officer, and | ||
| | | | Principal Accounting Officer |
Name | | | Title | | | Date |
| | | | |||
/s/ Diarmaid Cunningham | | | Director and Authorized Representative in the United States | | | April 26, 2024 |
Diarmaid Cunningham | | |||||
| | | | |||
/s/ Brendan Brennan | | | Director, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | | | April 26, 2024 |
Brendan Brennan | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | | |
| | | | ICON CLINICAL RESEARCH LIMITED | ||
| | | | ICON HOLDINGS UNLIMITED COMPANY | ||
| | | | DOCS RESOURCING LIMITED | ||
| | | | |||
| | By: | | | /s/ Brendan Brennan | |
| | | | Brendan Brennan | ||
| | | | Principal Executive Officer, Principal Financial Officer, and | ||
| | | | Principal Accounting Officer |
Name | | | Title | | | Date |
| | | | |||
/s/ Simon Hollywood | | | Director | | | April 26, 2024 |
Simon Hollywood | | |||||
| | | | |||
/s/ Diarmaid Cunningham | | | Director and Authorized Representative in the United States | | | April 26, 2024 |
Diarmaid Cunningham | | |||||
| | | | |||
/s/ Brendan Brennan | | | Director, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | | | April 26, 2024 |
Brendan Brennan | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | | |
| | | | ICON INVESTMENTS FOUR UNLIMITED COMPANY | ||
| | | | |||
| | By: | | | /s/ Brendan Brennan | |
| | | | Brendan Brennan | ||
| | | | Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer |
Name | | | Title | | | Date |
| | | | |||
/s/ Simon Hollywood | | | Director | | | April 26, 2024 |
Simon Hollywood | | |||||
/s/ Brendan Brennan | | | Director, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | | | April 26, 2024 |
Brendan Brennan | | |||||
/s/ Diarmaid Cunningham | | | Authorized Representative in the United States | | | April 26, 2024 |
Diarmaid Cunningham | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | |
| | | | ACCELLACARE LIMITED | ||
| | | | |||
| | By: | | | /s/ Alan Sheehan | |
| | | | Alan Sheehan | ||
| | | | Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer |
Name | | | Title | | | Date |
| | | | |||
/s/ Clare O’Neill | | | Director | | | April 26, 2024 |
Clare O’Neill | | |||||
| | | | |||
/s/ Paul Talini | | | Director | | | April 26, 2024 |
Paul Talini | | |||||
| | | | |||
/s/ Diarmaid Cunningham | | | Authorized Representative in the United States | | | April 26, 2024 |
Diarmaid Cunningham | | |||||
| | | | |||
/s/ Alan Sheehan | | | Director, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | | | April 26, 2024 |
Alan Sheehan | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | | |
| | | | BEACON BIOSCIENCE, INC. | ||
| | | | ACCELLACARE US INC. | ||
| | | | |||
| | By: | | | /s/ Diarmaid Cunningham | |
| | | | Diarmaid Cunningham | ||
| | | | Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer |
Name | | | Title | | | Date |
| | | | |||
/s/ Diarmaid Cunningham | | | Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | | | April 26, 2024 |
Diarmaid Cunningham | | |||||
| | | | |||
/s/ George McMillan | | | Director | | | April 26, 2024 |
George McMillan | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | |
| | | | ICON GLOBAL TREASURY UNLIMITED COMPANY | | ||||
| | ||||||||
| | By: | | | /s/ Brendan Brennan | | |||
| | | | Brendan Brennan | | ||||
| | | | Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | |
Name | | | Title | | | Date |
| | | | |||
/s/ Alan Sheehan | | | Director | | | April 26, 2024 |
Alan Sheehan | | |||||
| | | | |||
/s/ Diarmaid Cunningham | | | Authorized Representative in the United States | | | April 26, 2024 |
Diarmaid Cunningham | | |||||
| | | | |||
/s/ Brendan Brennan | | | Director, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | | | April 26, 2024 |
Brendan Brennan | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | | |
| | | | ICON US HOLDINGS INC. | | ||||
| | ||||||||
| | By: | | | /s/ Brendan Brennan | | |||
| | | | Brendan Brennan | | ||||
| | | | Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | |
Name | | | Title | | | Date |
| | | | |||
/s/ Diarmaid Cunningham | | | Director | | | April 26, 2024 |
Diarmaid Cunningham | | |||||
| | | | |||
/s/ Brendan Brennan | | | Director, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | | | April 26, 2024 |
Brendan Brennan | | |||||
| | | | |||
/s/ George McMillan | | | Director | | | April 26, 2024 |
George McMillan | |
* By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | | |
| | | | ICON CLINICAL RESEARCH HOLDINGS (IRELAND) UNLIMITED COMPANY | | ||||
| | ||||||||
| | By: | | | /s/ Diarmaid Cunningham | | |||
| | | | Diarmaid Cunningham | | ||||
| | | | Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | |
Name | | | Title | | | Date |
| | | | |||
/s/ Alan Sheehan | | | Director | | | April 26, 2024 |
Alan Sheehan | | |||||
| | | | |||
/s/ Diarmaid Cunningham | | | Director, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer, Authorized Representative in the United States | | | April 26, 2024 |
Diarmaid Cunningham | |
* By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | | |
| | | | ICON CLINICAL INVESTMENTS, LLC | ||
| | | | |||
| | By: | | | /s/ Emer Lyons | |
| | | | Emer Lyons | ||
| | | | Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Manager of the Member, ICON Luxembourg S.à r.l |
Name | | | Title | | | Date |
| | | | |||
/s/ Emer Lyons | | | Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Manager of the Member, ICON Luxembourg S.à r.l | | | April 26, 2024 |
Emer Lyons | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | | |
| | | | ICON LABORATORY SERVICES, INC. | ||
| | | | |||
| | By: | | | /s/ Diarmaid Cunningham | |
| | | | Diarmaid Cunningham | ||
| | | | Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer |
Name | | | Title | | | Date |
| | | | |||
/s/ Diarmaid Cunningham | | | Director, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | | | April 26, 2024 |
Diarmaid Cunningham | | |||||
| | | | |||
/s/ George McMillan | | | Director | | | April 26, 2024 |
George McMillan | | |||||
| | | | |||
/s/ James Miskel | | | Director | | | April 26, 2024 |
James Miskel | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | | |
| | | | PRICESPECTIVE LLC | ||
| | | | |||
| | By: | | | /s/ Brendan Brennan | |
| | | | Brendan Brennan | ||
| | | | Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer |
Name | | | Title | | | Date |
| | | | |||
/s/ Diarmaid Cunningham | | | Manager | | | April 26, 2024 |
Diarmaid Cunningham | | |||||
| | | | |||
/s/ Brendan Brennan | | | Manager, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | | | April 26, 2024 |
Brendan Brennan | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | | |
| | | | ICON EARLY PHASE SERVICES, LLC ICON CLINICAL RESEARCH LLC | ||
| | | | |||
| | By: | | | /s/ Brendan Brennan | |
| | | | Brendan Brennan | ||
| | | | Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director of the Member, ICON US Holdings, Inc. |
Name | | | Title | | | Date |
| | | | |||
/s/ Brendan Brennan | | | Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director of the Member, ICON US Holdings, Inc. | | | April 26, 2024 |
Brendan Brennan | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | | |
| | | | MOLECULARMD CORP. | ||
| | | | |||
| | By: | | | /s/ James Miskel | |
| | | | James Miskel | ||
| | | | Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer |
Name | | | Title | | | Date |
/s/ James Miskel | | | Director, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | | | April 26, 2024 |
James Miskel | | |||||
| | | | |||
/s/ George McMillan | | | Director | | | April 26, 2024 |
George McMillan | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | | |
| | | | DOCS GLOBAL, INC. | ||
| | | | |||
| | By: | | | /s/ James Houlihan | |
| | | | James Houlihan | ||
| | | | Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer |
Name | | | Title | | | Date |
| | | | |||
/s/ Debbie Gilmore | | | Director | | | April 26, 2024 |
Debbie Gilmore | | |||||
| | | | |||
/s/ James Houlihan | | | Director, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | | | April 26, 2024 |
James Houlihan | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | | |
| | | | ICON GOVERNMENT AND PUBLIC HEALTH SOLUTIONS, INC. | ||
| | | | |||
| | By: | | | /s/ Brendan Brennan | |
| | | | Brendan Brennan | ||
| | | | Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer |
Name | | | Title | | | Date |
| | | | |||
/s/ Edward Wright | | | Director | | | April 26, 2024 |
Edward Wright | | |||||
| | | | |||
/s/ Diarmaid Cunningham | | | Director | | | April 26, 2024 |
Diarmaid Cunningham | | |||||
| | | | |||
/s/ Brendan Brennan | | | Director, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | | | April 26, 2024 |
Brendan Brennan | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | | |
| | | | CLINICAL RESOURCE NETWORK, LLC | ||
| | | | |||
| | By: | | | /s/ Brendan Brennan | |
| | | | Brendan Brennan | ||
| | | | Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Director of the Member, CRN Holdings, LLC |
Name | | | Title | | | Date |
| | | | |||
/s/ Brendan Brennan | | | Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Director of the Member, CRN Holdings, LLC | | | April 26, 2024 |
Brendan Brennan | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | | |
| | | | CRN HOLDINGS, LLC | ||
| | | | |||
| | By: | | | /s/ Brendan Brennan | |
| | | | Brendan Brennan | ||
| | | | Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer |
Name | | | Title | | | Date |
| | | | |||
/s/ Simon Hollywood | | | Manager | | | April 26, 2024 |
Simon Hollywood | | |||||
| | | | |||
/s/ Brendan Brennan | | | Manager, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | | | April 26, 2024 |
Brendan Brennan | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | | |
| | | | RESEARCH PHARMACEUTICAL SERVICES, INC. | ||
| | | | |||
| | By: | | | ||
| | | | /s/ Brendan Brennan | ||
| | | | Brendan Brennan | ||
| | | | Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer |
Name | | | Title | | | Date |
| | | | |||
/s/ Diarmaid Cunningham | | | Director | | | April 26, 2024 |
Diarmaid Cunningham | | |||||
| | | | |||
/s/ Brendan Brennan | | | Director, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | | | April 26, 2024 |
Brendan Brennan | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | | |
| | | | SOURCE HEALTHCARE ANALYTICS, LLC | ||
| | | | |||
| | By: | | | /s/ Brendan Brennan | |
| | | | Brendan Brennan | ||
| | | | Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Director of the Member, Symphony Health Solutions Corporation |
Name | | | Title | | | Date |
| | | | |||
/s/ Brendan Brennan | | | Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Director of the Member, Symphony Health Solutions Corporation | | | April 26, 2024 |
Brendan Brennan | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | |
| | | | SYMPHONY HEALTH SOLUTIONS CORPORATION | ||
| | | | |||
| | By: | | | /s/ Brendan Brennan | |
| | | | Brendan Brennan | ||
| | | | Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer |
Name | | | Title | | | Date |
| | | | |||
/s/ Diarmaid Cunningham | | | Director | | | April 26, 2024 |
Diarmaid Cunningham | | |||||
| | | | |||
/s/ Brendan Brennan | | | Director, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer | | | April 26, 2024 |
Brendan Brennan | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | | |
| | | | PHARMACEUTICAL RESEARCH ASSOCIATES, INC. | ||
| | | | PRA HEALTH SCIENCES, INC. | ||
| | | | PRA HOLDINGS, INC. | ||
| | | | |||
| | By: | | | /s/ Brendan Brennan | |
| | | | Brendan Brennan | ||
| | | | Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer |
Name | | | Title | | | Date |
| | | | |||
/s/ Diarmaid Cunningham | | | Director | | | April 26, 2024 |
Diarmaid Cunningham | | |||||
| | | | |||
/s/ Brendan Brennan | | | Director, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | | | April 26, 2024 |
Brendan Brennan | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | | |
| | | | PRA INTERNATIONAL, LLC | ||
| | | | RPS GLOBAL HOLDINGS, LLC | ||
| | | | RPS PARENT HOLDING LLC | ||
| | | | |||
| | By: | | | /s/ Brendan Brennan | |
| | | | Brendan Brennan | ||
| | | | Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director of the Member, PRA Holdings, Inc. |
Name | | | Title | | | Date |
| | | | |||
/s/ Brendan Brennan | | | Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director of the Member, PRA Holdings, Inc. | | | April 26, 2024 |
Brendan Brennan | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 | |||
| | Diarmaid Cunningham, Attorney-in-Fact | |
| | | | ROY RPS HOLDINGS LLC | ||
| | | | |||
| | By: | | | /s/ Brendan Brennan | |
| | | | Brendan Brennan | ||
| | | | Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director of the Member, RPS Parent Holding LLC |
Name | | | Title | | | Date |
| | | | |||
/s/ Brendan Brennan | | | Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director of the Member, RPS Parent Holding LLC | | | April 26, 2024 |
Brendan Brennan | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 | |||
| | Diarmaid Cunningham, Attorney-in-Fact | |
| | | | ICON LUXEMBOURG S.À R.L. | ||
| | | | |||
| | By: | | | /s/ Emer Lyons | |
| | | | Emer Lyons | ||
| | | | Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer |
Name | | | Title | | | Date |
| | | | |||
/s/ Emer Lyons | | | Director, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer | | | April 26, 2024 |
Emer Lyons | | |||||
| | | | |||
/s/ Diarmaid Cunningham | | | Authorized Representative in the United States | | | April 26, 2024 |
Diarmaid Cunningham | | |||||
| | | | |||
/s/ Daniel Boone | | | Director | | | April 26, 2024 |
Daniel Boone | | |||||
| | | | |||
/s/ Peter Connolly | | | Director | | | April 26, 2024 |
Peter Connolly | |
*By: | | | /s/ Diarmaid Cunningham | | | April 26, 2024 |
| | Diarmaid Cunningham, Attorney-in-Fact | |
Exhibit 4.1
ICON INVESTMENTS SIX DESIGNATED ACTIVITY COMPANY
and
ICON PLC
INDENTURE
Dated as of [ ], 2024
Citibank, N.A.,
as Trustee
TABLE OF CONTENTS
Page
Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE | 1 |
Section 1.01 Definitions | 1 |
Section 1.02 Other Definitions | 6 |
Section 1.03 Rules of Construction | 6 |
Section 1.04 Divisions | 7 |
Section 1.05 Incorporation by Reference of Trust Indenture Act | 7 |
Article 2 THE NOTES | 7 |
Section 2.01 Issuable in Series | 7 |
Section 2.02 Establishment of Terms of Series of Notes | 8 |
Section 2.03 Execution and Authentication | 9 |
Section 2.04 Registrar and Paying Agent | 10 |
Section 2.05 Paying Agent to Hold Money | 11 |
Section 2.06 Holder Lists | 11 |
Section 2.07 Transfer and Exchange | 12 |
Section 2.08 Replacement Notes | 12 |
Section 2.09 Outstanding Notes | 12 |
Section 2.10 Treasury Notes | 13 |
Section 2.11 Temporary Notes | 13 |
Section 2.12 Cancellation | 13 |
Section 2.13 Persons Deemed Owners | 14 |
Section 2.14 Defaulted Interest | 14 |
Section 2.15 Global Notes | 14 |
Section 2.16 CUSIP, ISIN and Common Code Numbers | 15 |
Section 2.17 Agents | 15 |
Article 3 REDEMPTION AND PREPAYMENT | 18 |
Section 3.01 Notices to Trustee | 18 |
Section 3.02 Selection of Notes to Be Redeemed or Purchased | 18 |
Section 3.03 Notice of Redemption | 18 |
Section 3.04 Effect of Notice of Redemption | 20 |
Section 3.05 Deposit of Redemption or Purchase Price | 20 |
Section 3.06 Notes Redeemed or Purchased in Part | 20 |
Article 4 COVENANTS | 20 |
Section 4.01 Payment of Notes | 20 |
Section 4.02 Maintenance of Office or Agency | 21 |
Section 4.03 SEC Reports; Financial Statements | 21 |
Section 4.04 Stay, Extension and Usury Laws | 22 |
Section 4.05 Compliance Certificate | 22 |
Section 4.06 Additional Amounts | 23 |
Article 5 SUCCESSORS | 25 |
Section 5.01 Consolidation, Merger or Sale of Assets | 25 |
Section 5.02 Successor Corporation Substituted | 27 |
Article 6 DEFAULTS AND REMEDIES | 27 |
Section 6.01 Events of Default | 27 |
Section 6.02 Acceleration | 28 |
Section 6.03 Other Remedies | 29 |
Section 6.04 Waiver of Past Defaults | 29 |
Section 6.05 Control by Majority | 29 |
Section 6.06 Limitation on Suits | 30 |
Section 6.07 Rights of Holders of Notes to Receive Payment | 30 |
Section 6.08 Collection Suit by Trustee | 30 |
Section 6.09 Trustee May File Proofs of Claim | 30 |
Section 6.10 Priorities | 31 |
Section 6.11 Undertaking for Costs | 31 |
Section 6.12 Restoration of Rights and Remedies | 31 |
Article 7 TRUSTEE | 32 |
Section 7.01 Duties of Trustee | 32 |
Section 7.02 Rights of Trustee | 33 |
Section 7.03 Individual Rights of Trustee | 34 |
Section 7.04 Trustee’s Disclaimer | 34 |
Section 7.05 Notice of Defaults | 35 |
Section 7.06 Reports by Trustee to Holders of the Notes | 35 |
Section 7.07 Compensation and Indemnity | 35 |
Section 7.08 Replacement of Trustee | 36 |
Section 7.09 Successor Trustee by Merger, etc. | 37 |
Section 7.10 Eligibility; Disqualification | 37 |
Section 7.11 Preferential Collection of Claims Against Issuer | 38 |
Article 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE | 38 |
Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance | 38 |
Section 8.02 Legal Defeasance and Discharge | 38 |
Section 8.03 Covenant Defeasance | 39 |
Section 8.04 Conditions to Legal or Covenant Defeasance | 39 |
Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions | 41 |
Section 8.06 Repayment to Issuer | 41 |
Section 8.07 Reinstatement | 42 |
Article 9 AMENDMENT, SUPPLEMENT AND WAIVER | 42 |
Section 9.01 Without Consent of Holders of Notes | 42 |
Section 9.02 With Consent of Holders of Notes | 44 |
Section 9.03 Compliance with Trust Indenture Act | 45 |
Section 9.04 Revocation and Effect of Consents | 45 |
Section 9.05 Notation on or Exchange of Notes | 46 |
Section 9.06 Trustee to Sign Amendments, etc. | 46 |
Article 10 NOTE GUARANTEES | 46 |
Section 10.01 Guarantee | 46 |
Section 10.02 Limitation on Guarantor Liability | 48 |
Section 10.03 Issuance and Delivery of Note Guarantee | 48 |
Section 10.04 Releases | 48 |
Article 11 SATISFACTION AND DISCHARGE | 49 |
Section 11.01 Satisfaction and Discharge | 49 |
Section 11.02 Application of Trust Money | 50 |
Article 12 Miscellaneous | 51 |
Section 12.01 Trust Indenture Act Controls | 51 |
Section 12.02 Notices | 51 |
Section 12.03 Communication by Holders of Notes with Other Holders of Notes | 52 |
Section 12.04 Certificate and Opinion as to Conditions Precedent | 53 |
Section 12.05 Statements Required in Certificate or Opinion | 53 |
Section 12.06 Form of Documents Delivered to Trustee | 53 |
Section 12.07 Rules by Trustee and Agents | 54 |
Section 12.08 No Personal Liability of Directors, Officers, Employees and Stockholders | 54 |
Section 12.09 Governing Law; Waiver of Jury Trial; Jurisdiction | 54 |
Section 12.10 No Adverse Interpretation of Other Agreements | 55 |
Section 12.11 Successors | 55 |
Section 12.12 Severability | 55 |
Section 12.13 Counterpart Originals | 55 |
Section 12.14 Table of Contents, Headings, etc. | 55 |
Section 12.15 U.S.A. Patriot Act | 56 |
Article 13 Security | 56 |
Section 13.01 Security | 56 |
CROSS-REFERENCE TABLE*
Trust Indenture Act Section | Indenture Section |
310(a) | 7.10 |
311(a) | 7.11 |
(b) | 7.11 |
312(a) | 2.06 |
(b) | 12.03 |
(c) | 12.03 |
313(a) | 7.06 |
(b)(2) | 7.07 |
(d) | 7.06 |
314(a) | 1.03 |
(a)(4) | 4.05, 12.05 |
(b) | Not Applicable |
(c)(1) | 12.04 |
(c)(2) | 12.04 |
(c)(3) | Not Applicable |
(d) | Not Applicable |
(e) | 12.05 |
315(a) | 7.01, 7.02 |
(b) | 7.05, 12.02 |
(c) | 7.01 |
(d) | 7.01 |
(e) | 6.11 |
316(a) | 2.10 |
(a)(1)(A) | 6.05 |
(a)(1)(B) | 6.04 |
(a)(2) | Not Applicable |
(b) | 6.07 |
(c) | 2.13 |
317(a)(1) | 6.08 |
(a)(2) | 6.09 |
(b) | 2.05 |
318(a) | 12.01 |
(b) | Not Applicable |
(c) | 12.01 |
*This Cross-Reference Table is not part of the Indenture.
INDENTURE (this “Base Indenture”) dated as of [ ], 2024, among ICON INVESTMENTS SIX DESIGNATED ACTIVITY COMPANY, a designated activity company limited by shares in Ireland, ICON PUBLIC LIMITED COMPANY, a public limited company in Ireland and Citibank, N.A., a national banking association, as trustee (in such capacity the “Trustee”).
The Issuer, the Parent and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the Notes issued from time to time under this Indenture.
Article 1
DEFINITIONS AND INCORPORATION
BY REFERENCE
Section 1.01 Definitions.
“Additional Notes” with respect to a Series of Notes shall have the meaning assigned to such term in the Board Resolution, supplemental indenture or Officer’s Certificate pursuant to which such Series of Notes are issued.
“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.
“Agent” means any Registrar, co-Registrar, Paying Agent, additional paying agent, or transfer agent.
“Authentication Order” means a written order signed in the name of the Issuer by at least one Officer.
“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now or hereafter in effect, and any successor thereto.
“Bankruptcy Custodian” means any receiver, interim receiver, receiver and manager, trustee, assignee, liquidator, examiner, custodian or similar official under any Bankruptcy Law.
“Bankruptcy Law” means the Bankruptcy Code or any similar federal or state law for the relief of debtors or similar foreign law (including, without limitation, laws of Ireland relating to bankruptcy, insolvency, receivership, winding up, liquidation, examinership, reorganization or relief of debtors).
“Board of Directors” means:
(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;
(2) with respect to a partnership, the board of directors of the general partner of the partnership;
(3) with respect to a limited liability company managed by the member or members, the managing member or members or any controlling committee of managing members thereof;
(4) with respect to a limited liability company managed by a manager or managers, the manager or managers and any controlling committee of managers; and
(5) with respect to any other Person, the board or committee of such Person serving a similar function.
“Board Resolution” means a copy of a resolution certified by an Officer of the Issuer to have been adopted by the Board of Directors of the Issuer or pursuant to authorization or delegation of authority by the Board of Directors of the Issuer and to be in full force and effect on the date of the certificate and delivered to the Trustee.
“Business Day” means, unless otherwise specified with respect to any Series of Notes, any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.
“Capital Stock” of any Person means any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock, partnership interests (whether general or limited), limited liability company interests, shares (parts sociales) in a Luxembourg private limited liability company, beneficial interests in a trust and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, including any Preferred Stock.
“Code” means the U.S. Internal Revenue Code of 1986, as amended.
“Companies Act” means the Companies Act 2014 of Ireland (as amended).
“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.
“Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Issuer.
“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.
“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.
“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.04 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“GAAP” means generally accepted accounting principles in the United States of America.
“Global Note” or “Global Notes” means a Note or Notes, as the case may be, in the form established pursuant to Section 2.02 or 2.15 evidencing all or part of a Series of Notes, issued to the Depositary for such Series or its nominee, and registered in the name of such Depositary or nominee.
“Government Securities” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.
“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any indebtedness of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:
(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or
(2) entered into for the purpose of assuring in any other manner the obligee against loss in respect thereof (in whole or in part);
provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.
The terms “Guarantee” and “Guaranteed” shall have correlative meanings.
“Guarantor” means collectively, with respect to the Notes of any Series, the Parent Guarantor or any Subsidiary Guarantor, until such Note Guarantee is released in accordance with the terms of this Indenture.
“Holder” means a Person in whose name a Note is registered.
“Indenture” means, with respect to any Series of Notes, this Indenture, as amended or supplemented from time to time in respect of such Series of Notes, and will include the form and terms of such Series of Notes established as contemplated hereunder. For the avoidance of doubt, for purposes of determining the rights of Holders of any Series of Notes, and the terms applicable to such Series of Note, references herein to “this Indenture” shall mean the Indenture with respect to such Series.
“Issue Date” means the effective date of the Board Resolution, Officer’s Certificate or supplemental indenture pursuant to which the first Series of Notes is issued under this Base Indenture.
“Issuer” means ICON Investments Six Designated Activity Company, a designated activity company limited by shares incorporated in Ireland, and not any of its Subsidiaries, until a successor Person shall have become such in accordance with the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor Person.
“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, license, pledge, hypothecatio