Fortrea Completes $75.7 Million Senior Notes Tender Offer Utilizing Cash on Hand

Rhea-AI Summary

Fortrea (Nasdaq: FTRE) completed a tender offer, purchasing $75,743,000 aggregate principal of its 7.500% Senior Secured Notes due 2030 on November 21, 2025.

The repurchase reduced principal outstanding on the Notes from $570,000,000 to $494,257,000. The company said it funded the transaction entirely with cash on hand and that the Tender Offer satisfied a requirement related to its June 2024 divestiture of Fortrea Patient Access and Endpoint Clinical businesses.

U.S. Bank Trust reported that valid tenders exceeded $75,744,000; Fortrea accepted $75,743,000 based on a Final Proration Factor of 0.154199 and rounding rules.

Positive

• $75,743,000 principal repurchased on November 21, 2025
• Outstanding notes reduced from $570,000,000 to $494,257,000
• Transaction funded entirely with cash on hand
• Tender satisfied divestiture-related requirement from June 2024

Negative

• Remaining principal still substantial at $494,257,000
• Acceptance limited by Final Proration Factor 0.154199

Insights

Capital Structure Analyst

Repurchased $75,743,000 of 7.500% notes, lowering outstanding principal to $494,257,000 and paid with cash on hand.

Fortrea reduced the outstanding principal on its 7.500% Senior Secured Notes due 2030 from $570,000,000 to $494,257,000 by purchasing $75,743,000 of Notes in the completed Tender Offer. The company funded the purchase entirely with cash on hand and accepted tendered Notes based on a Final Proration Factor of 0.154199, after rounding to the nearest $1,000.

The transaction directly lowers reported debt and the headline principal amount of the specific Note series; it also eliminates the related contractual obligation tied to the repurchased Notes. Key dependencies include the remaining principal balance of $494,257,000, the fixed 7.500% coupon on the retained Notes, and the 2030 maturity date for the series. Watch near-term liquidity metrics and any follow-on capital actions tied to the earlier divestiture requirement; the repurchase satisfied a condition related to the June 2024 divestiture and was executed on November 21, 2025.

DURHAM, N.C., Nov. 24, 2025 (GLOBE NEWSWIRE) -- Fortrea (Nasdaq: FTRE) (the “Company”), a leading global contract research organization (CRO), today announced that it has completed its debt tender offer (the “Tender Offer”) described in the Offer to Purchase dated October 20, 2025 by purchasing $75,743,000 in aggregate of the Company’s outstanding 7.500% Senior Secured Notes due 2030 (CUSIP No. 34965K AA5 (Rule 144A); U31685 AA5 (Reg S)) (each, a “Note” and collectively, the “Notes”). The Tender Offer to repurchase of a portion of the Notes satisfied a requirement relating to the Company’s divestiture of its Fortrea Patient Access and Endpoint Clinical businesses completed in June 2024. Fortrea’s purchase of the tendered Notes on November 21, 2025, reduced the principal outstanding on the Notes from $570,000,000 to $494,257,000.

“We’re pleased to have completed this Tender Offer as part of our ongoing efforts to optimize Fortrea’s capital structure,” said Fortrea Chief Financial Officer Jill McConnell. “Fortrea’s funding of the transaction entirely with cash on hand reinforces the strength of our balance sheet and demonstrates our disciplined financial management.”

According to U.S. Bank Trust Company, National Association, as tender agent for the Tender Offer, the aggregate principal amount of Notes validly tendered and not validly withdrawn on or before the expiration date exceeded $75,744,000 (the “Maximum Amount”). In accordance with the terms and conditions of the Tender Offer, the Company accepted for purchase $75,743,000 in aggregate principal amount of the Notes validly tendered, based on a Final Proration Factor of 0.154199 and after rounding down to the nearest $1,000 principal amount.

About Fortrea
Fortrea (Nasdaq: FTRE) is a leading global provider of clinical development solutions to the life sciences industry. We partner with emerging and large biopharmaceutical, biotechnology, medical device and diagnostic companies to drive healthcare innovation that accelerates life changing therapies to patients. Fortrea provides phase I-IV clinical trial management, clinical pharmacology and consulting services. Fortrea’s solutions leverage three decades of experience spanning more than 20 therapeutic areas, a passion for scientific rigor, exceptional insights and a strong investigator site network. Our talented and diverse team working in about 100 countries is scaled to deliver focused and agile solutions to customers globally. Learn more about how Fortrea is becoming a transformative force from pipeline to patient at Fortrea.com and follow us on LinkedIn and X (formerly Twitter).

Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements often contain words such as “guidance,” “expect,” “assume,” “anticipate,” “intend,” “plan,” “forecast,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from the Company’s expectations due to a number of factors, including, but not limited to, the Company’s ability to optimize its capital structure and realize the benefits of completing the Tender Offer and other factors described from time to time in documents that the Company files with the SEC. For a further discussion of the risks relating to the Company’s business, see the “Risk Factors” Section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (the "SEC"), as such factors may be amended or updated from time to time in the Company’s subsequent periodic and other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in the Company’s filings with the SEC. All forward-looking statements are made only as of the date of this release and the Company does not undertake any obligation, other than as may be required by law, to update or revise any forward-looking statements to reflect future events or developments.

Fortrea Contacts:

Tracy Krumme (Investors) – 984-385-6707, Tracy.Krumme@fortrea.com
Sue Zaranek (Media) – 919-943-5422, media@fortrea.com
Kate Dillon (Media) – 646-818-9115, kdillon@prosek.com

FAQ

How much principal did Fortrea (FTRE) repurchase in the November 21, 2025 tender offer?

Fortrea repurchased $75,743,000 aggregate principal of its 7.500% Senior Secured Notes due 2030.

What is Fortrea's outstanding senior secured notes balance after the tender offer (FTRE)?

After the tender offer, principal outstanding on the Notes is $494,257,000.

How was Fortrea (FTRE) funding the $75.7 million tender offer?

Fortrea funded the transaction entirely with cash on hand, according to the company.

Why did Fortrea (FTRE) conduct the tender offer for its 7.500% notes due 2030?

The Tender Offer satisfied a requirement related to Fortrea's June 2024 divestiture of Patient Access and Endpoint Clinical businesses.

What was the Final Proration Factor used in Fortrea's (FTRE) November 2025 tender offer?

The company accepted tenders based on a Final Proration Factor of 0.154199 and rounding to the nearest $1,000.