ICON plc (NASDAQ: ICLR) prices $2.15B notes to refinance secured debt
Rhea-AI Filing Summary
ICON plc, a global clinical research organization, has arranged the private pricing of $2.15 billion in senior unsecured notes through its wholly owned subsidiary, ICON Investments Six DAC. The notes comprise $500 million of 5.064% notes due 2029, $1.0 billion of 5.421% notes due 2031 and $650 million of 5.995% notes due 2036, all guaranteed on a senior unsecured basis by ICON. The offering is expected to close on August 13, 2026, subject to customary conditions, and is being sold in a private transaction to qualified institutional buyers.
ICON intends to use the net proceeds to repay all borrowings under its Bridge Secured Credit Facility, repay all outstanding senior secured term loans and redeem in full its 5.809% Senior Secured Notes due 2027. Upon these repayments, the collateral securing ICON’s revolving credit facility and existing notes, as well as related subsidiary guarantees, will be automatically released. ICON cautions that there can be no assurance the offering will be completed or that these debt repayments and collateral releases will occur.
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Key Figures
Total notes offering: $2.15 billion
2029 notes tranche: $500 million 5.064% Notes due 2029
2031 notes tranche: $1.0 billion 5.421% Notes due 2031
+4 more
7 metrics
Total notes offering
$2.15 billion
Aggregate principal amount of senior unsecured notes priced by ICON Investments Six DAC
2029 notes tranche
$500 million 5.064% Notes due 2029
First series of ICON’s senior unsecured notes
2031 notes tranche
$1.0 billion 5.421% Notes due 2031
Second series of ICON’s senior unsecured notes
2036 notes tranche
$650 million 5.995% Notes due 2036
Third series of ICON’s senior unsecured notes
Existing secured notes
5.809% Senior Secured Notes due 2027
Outstanding notes that ICON intends to redeem in full with proceeds
Employees
40,200
Number of employees as at June 30, 2026
Global footprint
99 locations in 55 countries
Operational presence as at June 30, 2026
Key Terms
senior unsecured notes, bridge facility credit agreement, revolving credit facility, qualified institutional buyers, +2 more
6 terms
senior unsecured notes financial
"pricing of $2.15 billion of senior unsecured notes, consisting of"
Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.
bridge facility credit agreement financial
"repay all outstanding borrowings under ICON Global Treasury Unlimited Company’s bridge facility credit agreement"
revolving credit facility financial
"the collateral securing ICON’s revolving credit facility and ICON group’s existing notes will be automatically released"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
qualified institutional buyers financial
"The Notes (and the guarantees) are being offered (i) to persons reasonably believed to be qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
indenture financial
"This press release does not constitute a notice of redemption under the indenture governing the 2027 Notes"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
forward-looking statements financial
"Statements included herein which are not historical facts are forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What is ICON plc (ICLR) issuing in this new debt transaction?
ICON is issuing $2.15 billion in senior unsecured notes via its subsidiary ICON Investments Six DAC. The issue includes three series due in 2029, 2031 and 2036, all guaranteed on a senior unsecured basis by ICON.
How is the $2.15 billion ICON plc (ICLR) notes offering structured?
The offering consists of $500 million 5.064% notes due 2029, $1.0 billion 5.421% notes due 2031 and $650 million 5.995% notes due 2036. These series together make up ICON’s $2.15 billion senior unsecured notes issuance.
What will ICON plc (ICLR) use the net proceeds of the notes for?
ICON intends to use net proceeds to repay its Bridge Secured Credit Facility, repay all outstanding senior secured term loans and redeem in full 5.809% Senior Secured Notes due 2027, effectively refinancing existing secured indebtedness.
How will ICON plc’s (ICLR) collateral and guarantees be affected by this financing?
ICON states that upon repayment of the Bridge Secured Credit Facility and senior secured term loans, the collateral securing its revolving credit facility and existing notes will be automatically released, and subsidiary guarantees under existing notes will also be released.
When is ICON plc’s (ICLR) $2.15 billion notes offering expected to close?
The $2.15 billion senior unsecured notes offering is expected to close on August 13, 2026, subject to satisfaction of customary closing conditions. ICON also notes there is no assurance the offering will be completed.
Who can purchase ICON plc’s (ICLR) new senior notes?
The notes are being offered in a private transaction to persons reasonably believed to be qualified institutional buyers. They are not registered under the Securities Act and may only be sold under an applicable registration or exemption.
How large is ICON plc’s (ICLR) global workforce and footprint mentioned in this filing?
ICON reports having approximately 40,200 employees in 99 locations across 55 countries as of June 30, 2026. This highlights the company’s global scale as a world-leading clinical research organization.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number: 333-08704
ICON plc
(Translation of registrant's name into English)
South County Business Park, Leopardstown, Dublin 18, D18 X5R3, Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
| EXHIBIT LIST | |||||
| Exhibit | Description | ||||
99.1 | ICON Announces Private Offering of Notes | ||||
99.2 | ICON Announces Pricing of USD 2.15 Billion Notes | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ICON plc | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Date: August 6, 2026 | By: | /s/ Nigel Clerkin | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name: | Nigel Clerkin | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Title: | Chief Financial Officer | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exhibit 99.1
ICON Announces Private Offering of Notes
Dublin, Ireland, August 4, 2026 - ICON plc (NASDAQ: ICLR) (“ICON”), a world-leading clinical research organization, announced today that its wholly-owned subsidiary, ICON Investments Six Designated Activity Company (the “Issuer”), intends to offer one or more series of senior notes (the “Notes”), in a private offering (the “Offering”) with registration rights, subject to market and other conditions. The Notes will be guaranteed on a senior unsecured basis by ICON.
The net proceeds of the Offering are intended to be used to (i) repay all outstanding borrowings under ICON Global Treasury Unlimited Company’s bridge facility credit agreement (the “Bridge Secured Credit Facility”), (ii) repay all outstanding term loans under ICON’s senior secured term loan facility (the “Existing Term Loans”) and (iii) redeem, in full, the Issuer’s outstanding 5.809% Senior Secured Notes due 2027 (the “2027 Notes”).
Upon repayment of the Bridge Secured Credit Facility and the Existing Term Loans, the collateral securing ICON’s revolving credit facility and ICON group’s existing notes will be automatically released, and the subsidiary guarantees under the existing notes will be automatically released. There can be no assurance that the proposed Offering will close and that the Bridge Secured Credit Facility and Existing Term Loans will be repaid, or that the collateral and guarantees will be released.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes (and the guarantees) or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. This press release does not constitute a notice of redemption under the indenture governing the 2027 Notes or an offer to purchase the 2027 Notes.
The Notes (and the guarantees) are being offered (i) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) outside the United States pursuant to Regulation S under the Securities Act. None of the Notes or related guarantees have been registered under the Securities Act or the securities laws of any state or other jurisdiction, and the Notes (and such guarantees) may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and the securities laws of any applicable state or other jurisdiction. There can be no assurance that the proposed offering of Notes will be completed.
About ICON plc
ICON plc is a world-leading clinical research organization. Offering deep operational and medical expertise we accelerate innovation, driving emerging therapies forward to improve patient outcomes. From molecule to medicine, we deliver integrated consulting, clinical development, commercialization and post-marketing solutions to pharmaceutical, biotechnology, medical device, government and public health organizations worldwide. With headquarters in Dublin, Ireland, ICON employed approximately 40,200 employees in 99 locations in 55 countries as at June 30, 2026.
Statements included herein which are not historical facts are forward-looking statements. Such forward-looking statements are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to, statements regarding the following: contracted revenue; the repayment of indebtedness (including, the completion of this offering, the repayment of the Bridge Secured Credit Facility or the Existing Terms Loans and the redemption of the 2027 Notes); the company's expectations regarding business momentum, market opportunity, demand trends, growth, and commercial performance; and the company's expectations with respect to its long-term value creation and competitive
positioning. You can identify many forward-looking statements by words such as “aims,” “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “focused,” “guidance,” “intends,” “look,” “may,” “opportunities,” “plans,” “positions,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and other similar expressions and the negatives of such expressions. However, not all forward-looking statements contain these words. These statements are based on management’s current expectations and information currently available, including current economic and industry conditions. The forward looking statements involve a number of risks and uncertainties and are subject to change at any time. In the event such risks or uncertainties materialize, our results could be materially adversely affected. The risks and uncertainties include, but are not limited to, dependence on the pharmaceutical industry and certain clients, the need to regularly win projects and then to execute them efficiently and correctly, the challenges presented by rapid growth, competition and the continuing consolidation of the industry, the impact of market conditions on demand for the company's services, risks related to the company's ability to execute on its commercial strategy and maintain relationships with large pharmaceutical customers, and risks relating to the company's strategic partnerships, the dependence on certain key executives, changes in the regulatory environment, exchange rate fluctuations, inflation and rising labor costs. Please also refer to the section entitled “Risk Factors” of our Annual Report on Form 20-F for the year ended December 31, 2025 for a discussion of some of the principal risks that could adversely affect our business, operations and financial results. The company’s forward-looking statements speak only as of the date of this document or as of the date they are made, and the company undertakes no obligation to update its forward-looking statements.
Source: ICON plc
Contact: Kate Haven Vice President Investor Relations +1888 381 7923
Nigel Clerkin Chief Financial Officer +353 1 291 2000
ICON/ICLR-F
Exhibit 99.2
ICON Announces Pricing of USD 2.15 Billion Notes
Dublin, Ireland, August 6, 2026 - ICON plc (NASDAQ: ICLR) (“ICON”), a world-leading clinical research organization, today announced the pricing by its wholly-owned subsidiary, ICON Investments Six Designated Activity Company (the “Issuer”) of $2.15 billion of senior unsecured notes, consisting of $500 million aggregate principal amount of 5.064% Notes due 2029, $1.0 billion aggregate principal amount of 5.421% Notes due 2031 and $650 million aggregate principal amount of 5.995% Notes due 2036 (collectively, the “Notes”). The Notes will be guaranteed on a senior unsecured basis by ICON.
The offering is expected to close on August 13, 2026, subject to the satisfaction of customary closing conditions.
The net proceeds of the offering are intended to be used to (i) repay all outstanding borrowings under ICON Global Treasury Unlimited Company’s bridge facility credit agreement (the “Bridge Secured Credit Facility”), (ii) repay all outstanding senior secured term loans under ICON’s senior secured term loan facility (the “Existing Term Loans”) and (iii) redeem, in full, the Issuer’s outstanding 5.809% Senior Secured Notes due 2027 (the “2027 Notes”).
Upon repayment of the Bridge Secured Credit Facility and the Existing Term Loans, the collateral securing ICON’s revolving credit facility and ICON group’s existing notes will be automatically released and the subsidiary guarantees under the existing notes will be automatically released.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes (and the guarantees) or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. This press release does not constitute a notice of redemption under the indenture governing the 2027 Notes or an offer to purchase the 2027 Notes.
The Notes (and the guarantees) are being offered (i) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) outside the United States pursuant to Regulation S under the Securities Act. None of the Notes or related guarantees have been registered under the Securities Act or the securities laws of any state or other jurisdiction, and the Notes (and such guarantees) may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and the securities laws of any applicable state or other jurisdiction. There can be no assurance that the proposed offering of Notes will be completed.
About ICON plc
ICON plc is a world-leading clinical research organization. Offering deep operational and medical expertise we accelerate innovation, driving emerging therapies forward to improve patient outcomes. From molecule to medicine, we deliver integrated consulting, clinical development, commercialization and post-marketing solutions to pharmaceutical, biotechnology, medical device, government and public health organizations worldwide. With headquarters in Dublin, Ireland, ICON employed approximately 40,200 employees in 99 locations in 55 countries as at June 30, 2026.
Statements included herein which are not historical facts are forward-looking statements. Such forward-looking statements are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to, statements regarding the following: contracted revenue; the repayment of indebtedness (including, the completion of this offering, the repayment of the
Bridge Secured Credit Facility or the Existing Term Loans and the redemption of the 2027 Notes); the company's expectations regarding business momentum, market opportunity, demand trends, growth, and commercial performance; and the company's expectations with respect to its long-term value creation and competitive positioning. You can identify many forward-looking statements by words such as “aims,” “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “focused,” “guidance,” “intends,” “look,” “may,” “opportunities,” “plans,” “positions,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and other similar expressions and the negatives of such expressions. However, not all forward-looking statements contain these words. These statements are based on management's current expectations and information currently available, including current economic and industry conditions. The forward-looking statements involve a number of risks and uncertainties and are subject to change at any time. In the event such risks or uncertainties materialize, our results could be materially adversely affected. The risks and uncertainties include, but are not limited to, dependence on the pharmaceutical industry and certain clients, the need to regularly win projects and then to execute them efficiently and correctly, the challenges presented by rapid growth, competition and the continuing consolidation of the industry, the impact of market conditions on demand for the company's services, risks related to the company's ability to execute on its commercial strategy and maintain relationships with large pharmaceutical customers, and risks relating to the company's strategic partnerships, the dependence on certain key executives, changes in the regulatory environment, exchange rate fluctuations, inflation and rising labor costs. Please also refer to the section entitled "Risk Factors" of our Annual Report on Form 20-F for the year ended December 31, 2025 for a discussion of some of the principal risks that could adversely affect our business, operations and financial results. The company’s forward-looking statements speak only as of the date of this document or as of the date they are made, and the company undertakes no obligation to update its forward-looking statements.
Source: ICON plc
Contact: Kate Haven Vice President Investor Relations +1888 381 7923
Nigel Clerkin Chief Financial Officer +353 1 291 2000
ICON/ICLR-F