Item 8.01 Other Events.
On November 20, 2008, PharmaNet Development Group, Inc. (the "Company")
issued a press release announcing the commencement of an Exchange Offer (the
"Exchange Offer") in which its outstanding 2.25% Convertible Senior Notes due
2024 ("Outstanding Notes") could be exchanged for new 8.00% Convertible Senior
Notes due 2014 and cash.
At the time the Company commenced the Exchange Offer, it stated that
beneficial owners of approximately 57% of the outstanding aggregate principal
amount of the Outstanding Notes had indicated to the Company their intention to
tender their Outstanding Notes in accordance with the terms of the Exchange
Offer, based on pre-commencement discussions with these holders regarding the
proposed terms and conditions of the Exchange Offer. Subsequent to the
commencement of the Exchange Offer, certain of these beneficial owners of
Outstanding Notes instead sold the Outstanding Notes beneficially owned by them
in the open market. Based on discussions with certain current beneficial owners
of Outstanding Notes, the Company understands that the current beneficial owners
of a majority of the aggregate principal amount of the Outstanding Notes do not
intend to tender their Outstanding Notes in the Exchange Offer on the proposed
terms. Consequently, the Company believes that the minimum tender condition of
the Exchange Offer will not be satisfied.
As a result, the Company has decided to allow the Exchange Offer to terminate
at its expiration time and date of 11:59 PM on December 18, 2008. The Company
has had and continues to have discussions with certain noteholders to attempt to
come to an agreement on the terms of an exchange offer of the Outstanding Notes,
but the Company cannot assure you that it will come to such an agreement.
Separately, the Company is working with its financial advisor, UBS Investment
Bank, to pursue strategic alternatives, including the potential sale of the
Company and the exploration of alternatives to retire the Company's Outstanding
Notes. In connection with this process, the Company recently received several
confidential, non-binding written expressions of interest from a number of
parties, none of whom are direct competitors. The Company does not intend to
comment further on the strategic alternative process unless and until a
definitive agreement has been reached or the Company changes its strategic
direction. The Company cannot assure you that it will enter into such a
definitive agreement.
The full text of the press release is attached to this current report on Form
8-K as Exhibit 99.1.
Add
PDGI to Portfolio
Set Alert
Email to a
Friend