UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 4
to
SCHEDULE 13E-3
RULE 13e-3
TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange
Act of 1934)
PRA INTERNATIONAL
(Name of the Issuer)
PRA International
GG Holdings I,
Inc.
GG Merger Sub I,
Inc.
Genstar Capital Partners V,
L.P.
Genstar Capital Partners IV,
L.P.
Genstar Capital Partners III,
L.P.
Stargen V, L.P.
Stargen IV, L.P.
Jean-Pierre L. Conte
Robert J. Weltman
(Name of Person(s) Filing
Statement)
Common Stock, par value $0.01
per share
(Title of Class of
Securities)
69353C101
(CUSIP Number of Class of
Securities)
William M.
Walsh, III
Secretary
PRA International
12120 Sunset Hills
Road
Suite 600
Reston, Virginia 20190
(703) 464-6300
Copies to:
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Morton A. Pierce
Chang-Do Gong
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000
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Charles Nathan
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
(212) 906-1200
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(Name, Address and Telephone
Number of Person Authorized to Receive Notices and
Communications on Behalf of
Person(s) Filing Statement)
This statement is filed in connection with (check the
appropriate box):
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a.
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The filing of solicitation materials or an information statement
subject to Regulation 14A,
Regulation 14-C
or
Rule 13e-3(c)
under the Securities Exchange Act of 1934.
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b.
o
The filing of a registration statement under the
Securities Act of 1933.
c.
o
A tender offer
d.
o
None of the above
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary
copies:
o
Check the following box if the filing is a final amendment
reporting the results of the
transaction:
o
CALCULATION OF FILING FEE
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Transactional Valuation*
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Amount of Filing Fee**
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$796,397,697.50
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$24,449.41
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*
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Calculated solely for the purpose of determining the filing fee.
The filing fee was calculated based on the sum of (1) an
aggregate cash payment of $755,797,228.50 for the proposed per
share cash payment of $30.50 for 24,780,237 outstanding shares
of PRA common stock and (2) an aggregate cash payment of
$40,600,469 expected to be paid upon the cancellation of
outstanding options having an exercise price of less than $30.50
(the sum of (1) and (2), the “Total Valuation”).
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**
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The filing fee, calculated in accordance with Exchange Act Rule
0-11(c)(1), was calculated by multiplying the transaction value
by 0.0000307.
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Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting of
the fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
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Amount Previously Paid: $24,449.41
Form or Registration No.: Schedule 14A —
Preliminary Proxy Statement
Filing Party: PRA International
Date Filed: August 28, 2007
INTRODUCTION
This Amendment No. 4 to the
Rule 13e-3
Transaction Statement on
Schedule 13E-3,
as amended, and together with the exhibits hereto (the
“Transaction Statement”), is being filed by:
(1) PRA International, a Delaware corporation
(“PRA”), the issuer of the common stock, par value
$0.01 per share (“Common Stock”), that is subject to
the
Rule 13e-3
transaction, (2) GG Holdings I, Inc., a Delaware
corporation (“Parent”), (3) GG Merger Sub I,
Inc., a Delaware corporation and a wholly-owned subsidiary of
Parent (“Merger Sub”), (4) Genstar Capital
Partners V, L.P., a Delaware limited partnership
(“Genstar V”), (5) Genstar Capital Partners
IV, L.P., a Delaware limited partnership (“Genstar
IV”), (6) Genstar Capital Partners III, L.P., a
Delaware limited partnership (“Genstar III”),
(7) Stargen V, L.P., a Delaware limited partnership
(“Stargen V”), (8) Stargen IV, L.P., a Delaware
limited partnership (“Stargen IV”),
(9) Jean-Pierre L. Conte, an individual
(“Conte”), and (10) Robert J. Weltman, an
individual (“Weltman,” and collectively with PRA,
Parent, Merger Sub, Genstar V, Genstar IV, Genstar
III, Stargen V, Stargen IV and Conte, the “Filing
Persons”).
Pursuant to the Agreement and Plan of Merger, dated as of
July 24, 2007 (the “Merger Agreement”), by and
among PRA, Parent and Merger Sub, Merger Sub will merge with and
into PRA, the separate corporate existence of Merger Sub will
cease, and PRA will continue as the surviving corporation and
become a wholly-owned subsidiary of Parent (the
“Merger”). Under the Merger Agreement, each share of
the Common Stock issued and outstanding immediately prior to the
effective time of the Merger (other than shares owned by Parent
or Merger Sub or held in the treasury of PRA or shares held by a
holder who has properly exercised and perfected his or her
appraisal rights under Delaware law, which are referred to as
company dissenting shares) will be converted into the right to
receive $30.50 in cash, without interest and less any applicable
withholding tax. In addition, all outstanding options for PRA
Common Stock will be cancelled in exchange for the right to
receive $30.50 multiplied by the number of shares subject to
such option less the aggregate exercise price of such option
(other than options that are exchanged for options to purchase
shares of Parent Common Stock). The Merger remains subject to
the satisfaction or waiver of the conditions set forth in the
Merger Agreement, including obtaining the approval of the
existing stockholders of PRA.
Concurrently with the filing of this Transaction Statement, PRA
is filing with the Securities and Exchange Commission a
definitive proxy statement (the “Proxy Statement”)
under Regulation 14A of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), relating to the
special meeting of the stockholders of PRA, at which the
stockholders will consider and vote upon a proposal to adopt the
Merger Agreement and the adjournment of the special meeting, if
necessary or appropriate, to solicit additional proxies in the
event there are insufficient votes at the time of the special
meeting to adopt the Merger Agreement. The adoption of both
proposals requires the affirmative vote of stockholders holding
at least a majority of the shares of the Common Stock
outstanding as of the close of business on the record date
relating to the special meeting of PRA’s stockholders.
The cross references below are being supplied pursuant to
General Instruction G to
Schedule 13E-3
and show the location in the Proxy Statement of the information
required to be included in response to the items of
Schedule 13E-3.
The information contained in the Proxy Statement, including all
annexes thereto, is incorporated in its entirety herein by this
reference, and the responses to each Item in this Transaction
Statement are qualified in their entirety by the information
contained in the Proxy Statement and the annexes thereto.
Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Proxy Statement. All
information contained in this Transaction Statement concerning
any of the Filing Persons has been provided by such Filing
Person and none of the Filing Persons, including PRA, takes
responsibility for the accuracy of any information not supplied
by such Filing Person.
The filing of this Transaction Statement shall not be construed
as an admission by any of the Filing Persons or by any affiliate
of a Filing Person, that PRA is “controlled” by any
other Filing Person or that any Filing Person is an
“affiliate” of PRA within the meaning of
Rule 13e-3
under Section 13(e) of the Exchange Act.
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Item 1.
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Summary
of Term Sheet.
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Regulation M-A
Item 1001
The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the
Merger”
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Item 2.
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Subject
Company Information.
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Regulation M-A
Item 1002
(a)
Name and Address.
PRA International
12120 Sunset Hills Road
Suite 600
Reston, Virginia 20190
(703) 464-6300
(b)
Securities.
The information set forth
in the Proxy Statement under the following captions is
incorporated herein by reference:
“Questions and Answers About the Special Meeting and the
Merger”
“The Special Meeting of Stockholders — Record
Date”
(c)
Trading Market and Price.
The
information set forth in the Proxy Statement under the caption
“Other Important Information Regarding PRA — PRA
Common Stock Market Price and Dividend Data” is
incorporated herein by reference.
(d)
Dividends.
The information set forth
in the Proxy Statement under the caption “Important
Information Regarding PRA — PRA Common Stock Market
Price and Dividend Data” is incorporated herein by
reference.
(e)
Prior Public Offerings.
The
information set forth in the Proxy Statement under the caption
“Other Important Information Regarding PRA — PRA
Common Stock Market Price and Dividend Data” is
incorporated herein by reference.
(f)
Prior Stock Purchases.
The
information set forth in the Proxy Statement under the caption
“Important Information Regarding PRA — Prior
Stock Purchases and Sales of PRA Common Stock” is
incorporated herein by reference.
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Item 3.
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Identity
and Background of Filing Person.
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Regulation M-A
Item 1003
The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
(a)
Name and Address
.
“Summary Term Sheet — The Parties to the
Merger”
“The Parties to the Merger”
“Appendix F”
(b)
Business and Background of Entities
.
“Summary Term Sheet — The Parties to the
Merger”
“The Parties to the Merger”
“Appendix F”
(c)
Business and Background of Natural Persons
.
“Appendix F”
2
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Item 4.
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Terms
of the Transaction.
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Regulation M-A
Item 1004
(a)
Material Terms.
The information set
forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the
Merger”
“Special Factors — Voting Agreement”
“Special Factors — Guaranty of Genstar V;
Remedies under the Merger Agreement”
“The Special Meeting of Stockholders — Voting
Rights; Quorum; Vote Required for Approval”
“The Merger Agreement — Merger Consideration”
“Special Factors — The Genstar Filers’
Purpose and Reasons for the Merger”
“Special Factors — Effects of the Merger”
“Special Factors — Accounting Treatment of the
Merger”
“Appendix A — Agreement and Plan of
Merger”
“Appendix D — Voting Agreement”
“Appendix E — Limited Guaranty”
(c)
Different Terms.
The information set
forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the
Merger”
“Special Factors — Effects of the Merger”
“Special Factors — Guaranty of Genstar V;
Remedies under the Merger Agreement”
“Special Factors — Interests of PRA’s
Directors and Executive Officers in the Merger”
“Special Factors — Voting Agreement”
“The Merger Agreement — Treatment of Stock
Options”
“The Merger Agreement — Directors’ and
Officers’ Indemnification Insurance of the Surviving
Corporation”
“Appendix A — Agreement and Plan of
Merger”
“Appendix D — Voting Agreement”
(d)
Appraisal Rights.
The information set
forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the
Merger”
“The Special Meeting of Stockholders — Rights of
Stockholders who Object to the Merger”
“Dissenters’ Appraisal Rights”
“Appendix C — Section 262 of the
General Corporation Law of the State of Delaware”
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(e)
Provisions of Unaffiliated Security
Holders.
The Filing Persons have not made any
provision in connection with the Merger to grant unaffiliated
stockholders access to the corporate files of the Filing Persons
or to obtain counsel or appraisal services at the expense of the
Filing Persons.
(f)
Eligibility of Listing or
Trading.
Not applicable.
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Agreements
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Regulation M-A
Item 1005
The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
(a)
Transactions
.
“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Interests of PRA’s
Directors and Executive Officers in the Merger”
(b)
Significant Corporate Events
.
“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Recommendations of the Special
Committee and Board of Directors; Reasons for Approval of the
Merger”
“Special Factors — The Genstar Filers’
Purpose and Reasons for the Merger”
“Special Factors — Plans for PRA after the
Merger”
“Special Factors — Effects of the Merger”
“Special Factors — Financing”
“Special Factors — Guaranty of Genstar V;
Remedies under the Merger Agreement”
“Special Factors — Interests of PRA’s
Directors and Executive Officers in the Merger”
“Special Factors — Voting Agreement”
“Other Important Information Regarding PRA —
Prior Purchases and Sales of PRA Common Stock”
“Appendix E — Limited Guaranty”
“Appendix D — Voting Agreement”
(c)
Negotiations or Contacts
.
“Summary Term Sheet”
“Special Factors — Background of the Merger”
(e)
Agreements Involving Securities.
“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Recommendations of the Special
Committee and Board of Directors; Reasons for Approval of the
Merger”
“Special Factors — Effects of the Merger”
4
“Special Factors — Financing”
“Special Factors — Guaranty of Genstar V;
Remedies under the Merger Agreement”
“Special Factors — Interests of PRA’s
Directors and Executive Officers in the Merger”
“Special Factors — Voting Agreement”
“The Merger Agreement”
“Other Important Information Regarding PRA —
Prior Purchases and Sales of PRA Common Stock”
“Appendix A — Agreement and Plan of
Merger”
“Appendix D — Voting Agreement”
“Appendix E — Limited Guaranty”
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Item 6.
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Purposes
of the Transaction and Plans or Proposals.
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Regulation M-A
Item 1006
The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
(b) Use of Securities Acquired.
“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the
Merger”
“Special Factors — The Genstar Filers’
Purpose and Reasons for the Merger”
“Special Factors — Recommendations of the Special
Committee and Board of Directors; Reasons for Approval of the
Merger”
“Special Factors — Plans for PRA after the
Merger”
“Special Factors — Effects of the Merger”
“Special Factors — Interests of PRA’s
Directors and Executive Officers in the Merger”
“The Merger Agreement — Merger Consideration and
Effects of Merger”
“Annex A — Agreement and Plan of Merger”
(c) (1)-(8) Plans.
“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the
Merger”
“Special Factors — Background of the Merger”
“Special Factors — The Genstar Filers’
Purpose and Reasons for the Merger”
“Special Factors — Recommendations of the Special
Committee and Board of Directors; Reasons for Approval of the
Merger”
“Special Factors — Plans for PRA after the
Merger”
“Special Factors — Effects of the Merger”
“Special Factors — Financing”
“Special Factors — Interests of PRA’s
Directors and Executive Officers in the Merger”
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“The Merger Agreement”
“Annex A — Agreement and Plan of Merger”
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Item 7.
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Purposes,
Alternatives, Reasons and Effects.
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Regulation M-A
Item 1013
The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
(a)
Purposes
.
“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the
Merger”
“Special Factors — Background of the Merger”
“Special Factors — The Genstar Filers’
Purpose and Reasons for the Merger”
“Special Factors — Recommendations of the Special
Committee and Board of Directors; Reasons for Approval of the
Merger”
“Special Factors — Plans for PRA after the
Merger”
“Special Factors — Effects of the Merger”
(b)
Alternatives
.
“Special Factors — Background of the Merger”
“Special Factors — The Genstar Filers’
Purpose and Reasons for the Merger”
“Special Factors — Recommendations of the Special
Committee and Board of Directors; Reasons for Approval of the
Merger”
“Special Factors — Effects on PRA if the Merger
is not Completed”
(c)
Reasons
.
“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — The Genstar Filers’
Purpose and Reasons for the Merger”
“Special Factors — Recommendations of the Special
Committee and Board of Directors; Reasons for Approval of the
Merger”
(d)
Effects
.
“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the
Merger”
“Special Factors — Background of the Merger”
“Special Factors — The Genstar Filers’
Purpose and Reasons for the Merger”
“Special Factors — Recommendations of the Special
Committee and Board of Directors; Reasons for Approval of the
Merger”
“Special Factors — Plans for PRA after the
Merger”
“Special Factors — Effects of the Merger”
“Special Factors — Effects on PRA if the Merger
is Not Completed”
6
“Special Factors — Material U.S. Federal
Income Tax Consequences”
“The Merger Agreement”
“Appendix — Agreement and Plan of Merger”
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Item 8.
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Fairness
of the Transaction.
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Regulation M-A
Item 1014
(a)
Fairness.
The information set forth
in the Proxy Statement under the following captions is
incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the
Merger”
“Special Factors — Background of the Merger”
“Special Factors — The Genstar Filers’
Purpose and Reasons for the Merger”
“Special Factors — Recommendations of the Special
Committee and Board of Directors; Reasons for Approval of the
Merger”
(b)
Factors Considered in Determining
Fairness.
The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the
Merger”
“Special Factors — Background of the Merger”
“Special Factors — Recommendations of the Special
Committee and Board of Directors; Reasons for Approval of the
Merger”
“Special Factors — Opinion of Credit Suisse
Securities (USA) LLC”
“Special Factors — The Genstar Filers’
Purpose and Reasons for the Merger”
“Special Factors — Recommendations of the Special
Committee and Board of Directors; Reasons for Approval of the
Merger”
“Annex B — Opinion of Credit Suisse
Securities (USA) LLC”
(c)
Approval of Security Holders.
The
transaction is not structured so that the approval of at least a
majority of unaffiliated security holders is required. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the
Merger”
“The Special Meeting — Voting Rights; Quorum;
Vote Required for Approval”
(d)
Unaffiliated Representative.
The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — The Genstar Filers’
Purpose and Reasons for the Merger”
“Special Factors — Recommendations of the Special
Committee and Board of Directors; Reasons for Approval of the
Merger”
“Special Factors — Opinion of Credit Suisse
Securities (USA) LLC”
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(e)
Approval of Directors.
The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — The Genstar Filers’
Purpose and Reasons for the Merger”
“Special Factors — Recommendations of the Special
Committee and Board of Directors; Reasons for Approval of the
Merger”
“Special Factors — Interests of PRA’s
Directors and Executive Officers in the Merger”
(f)
Other Offers.
The information set
forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“Special Factors — Background of the Merger”
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Item 9.
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Reports,
Opinions, Appraisals and Negotiations.
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Regulation M-A
Item 1015
(a)
Report, Opinion or Appraisal.
The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — The Genstar Filers’
Purpose and Reasons for the Merger”
“Special Factors — Recommendations of the Special
Committee and Board of Directors; Reasons for Approval of the
Merger”
“Special Factors — Opinion of Credit Suisse
Securities (USA) LLC”
“The Merger Agreement — Representations and
Warranties”
“Annex B — Opinion of Credit Suisse
Securities (USA) LLC”
(b)
Preparer and Summary of the Report, Opinion or
Appraisal.
The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — The Genstar Filers’
Purpose and Reasons for the Merger”
“Special Factors — Recommendations of the Special
Committee and Board of Directors; Reasons for Approval of the
Merger”
“Special Factors — Opinion of Credit Suisse
Securities (USA) LLC”
“The Merger Agreement — Representations and
Warranties”
“Appendix B — Opinion of Credit Suisse
Securities (USA) LLC”
(c)
Availability of Documents.
The
reports, opinions or appraisals referenced in this Item 9
will be made available for inspection and copying at the
principal executive offices of PRA during its regular business
hours by any interested holder of the Common Stock or his, her
or its representative who has been so designated in writing.
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Item 10.
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Source
and Amounts of Funds or Other Consideration.
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Regulation M-A
Item 1007
The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
(a)
Source of Funds
.
“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Financing”
“Special Factors — Guaranty of Genstar V;
Remedies under the Merger Agreement”
“Special Factors — Fees and Expenses”
“The Merger Agreement — Fees and Expenses”
“Appendix A — Agreement and Plan of
Merger”
(b)
Conditions
.
“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Effects of the Merger”
“Special Factors — Effects on PRA if the Merger
is not Completed”
“Special Factors — Financing”
“The Merger Agreement”
“Appendix A — Agreement and Plan of
Merger”
(c)
Expenses
.
“Special Factors — Background of the Merger”
“Special Factors — Financing”
“Special Factors — Fees and Expenses of the
Merger”
“The Merger Agreement — Termination”
“The Merger Agreement — Fees and Expenses”
“Appendix A — Agreement and Plan of
Merger”
(d)
Borrowed Funds
.
“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Financing of the Merger”
“Appendix A — Agreement and Plan of
Merger”
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Item 11.
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Interest
in Securities of the Subject Company.
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Regulation M-A
Item 1008
The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
(a)
Securities Ownership
.
“Summary Term Sheet”
“Special Factors — Interests of PRA’s
Directors and Executive Officers in the Merger”
“Other Important Information Regarding PRA —
Security Ownership of Certain Beneficial Owners and
Management”
(b)
Securities Transactions
.
“Other Important Information Regarding PRA —
Security Ownership of Certain Beneficial Owners and
Management”
“Other Important Information Regarding PRA —
Prior Purchases and Sales of PRA Common Stock”
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Item 12.
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The
Solicitation or Recommendation.
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Regulation M-A
Item 1012
The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
(d)
Intent to Tender or Vote in a Going-Private
Transaction
.
“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the
Merger”
“The Special Meeting of Stockholders — Voting
Rights; Quorum; Vote Required for Approval”
“Special Factors — The Genstar Filers’
Purpose and Reasons for the Merger”
“Special Factors — Recommendations of the Special
Committee and Board of Directors; Reasons for Approval of the
Merger”
“Special Factors — Voting Agreement”
Appendix D — Voting Agreement
(e)
Recommendations of Others
.
“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the
Merger”
“Special Factors — Background of the Merger”
“Special Factors — The Genstar Filers’
Purpose and Reasons for the Merger”
“Special Factors — Recommendations of the Special
Committee and Board of Directors; Reasons for Approval of the
Merger”
“Special Factors — Voting Agreement”
“Appendix D — Voting Agreement”
10
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Item 13.
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Financial
Statements.
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Regulation M-A
Item 1010
(a)
Financial Information.
The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Other Important Information Regarding PRA —
Selected Historical Financial Information”
“Other Important Information Regarding PRA —
Ratio of Earnings to Fixed Charges”
“Other Important Information Regarding PRA — Book
Value Per Share” “Where You Can Find Additional
Information”
(b)
Pro Forma Information.
Not applicable.
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Item 14.
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Persons/Assets,
Retained, Employed, Compensated or Used.
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Regulation M-A
Item 1009
The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
(a)
Solicitations or Recommendations
.
“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the
Merger”
“The Special Meeting of Stockholders —
Solicitation of Proxies”
“Special Factors — Background of the Merger”
“Special Factors — The Genstar Filers’
Purpose and Reasons for the Merger”
“Special Factors — Recommendations of the Special
Committee and Board of Directors; Reasons for Approval of the
Merger”
“Special Factors — Interests of PRA’s
Directors and Executive Officers in the Merger”
“Special Factors — Fees and Expenses of the
Merger”
(b)
Employees and Corporate Assets
.
“Summary Term Sheet”
“Questions and Answers About the Special Meeting and the
Merger”
“Special Factors — Background of the Merger”
“Special Factors — The Genstar Filers’
Purpose and Reasons for the Merger”
“Special Factors — Fees and Expenses of the
Merger”
“Special Factors — Recommendations of the Special
Committee and Board of Directors; Reasons for Approval of the
Merger”
“Special Factors — Interests of PRA’s
Directors and Executive Officers in the Merger”
“The Merger Agreement — Fees and Expenses”
“Appendix A — Agreement and Plan of
Merger”
11
|
|
|
|
Item 15.
|
Additional
Information.
|
Regulation M-A
Item 1011
(b)
Other Material Information.
The
information contained in the Proxy Statement, including all
annexes thereto, is incorporated herein by reference.
Regulation M-A
Item 1016
|
|
|
|
|
|
|
|
(a)(1)
|
|
|
Letter to Stockholders of PRA International, incorporated herein
by reference to the Proxy Statement.
|
|
|
(a)(2)
|
|
|
Notice of Special Meeting of Stockholders of PRA International,
incorporated herein by reference to the Proxy Statement.
|
|
|
(a)(3)
|
|
|
Proxy Statement of PRA International, incorporated herein by
reference to the Proxy Statement.
|
|
|
(a)(4)
|
|
|
Letter to PRA International employees, dated July 25, 2007,
incorporated herein by reference to the Schedule 14A filed
by PRA International with the Securities and Exchange Commission
on July 25, 2007.
|
|
|
(a)(5)
|
|
|
Form of proxy card, incorporated herein by reference to the
Proxy Statement.
|
|
|
(b)(1)
|
|
|
Amended and Restated First and Second Lien Facilities Commitment
Letter, Termination of Mezzanine Commitment Letter, dated
August 31, 2007, to GG Holdings I Inc., from UBS Loan
Finance LLC, UBS Securities LLC and Jefferies Finance LLC.†
|
|
|
(b)(2)
|
|
|
$170.0 Million Senior Subordinated Notes Commitment Letter,
dated August 31, 2007, to GG Holdings I, Inc., from
Caisse de dépôt et placement du Québec.†
|
|
|
(c)(1)
|
|
|
Opinion of Credit Suisse Securities (USA) LLC, dated as of
July 24, 2007.†
|
|
|
(c)(2)*
|
|
|
Presentation of Credit Suisse Securities (USA) LLC to the
Special Committee of the Board of Directors of PRA
International, dated April 9, 2007.†
|
|
|
(c)(3)*
|
|
|
Presentation of Credit Suisse Securities (USA) LLC to the
Special Committee of the Board of Directors of PRA
International, dated June 14, 2007.†
|
|
|
(c)(4)*
|
|
|
Presentation of Credit Suisse Securities (USA) LLC to the
Special Committee of the Board of Directors of PRA
International, dated July 24, 2007.†
|
|
|
(c)(5)*
|
|
|
Presentation of Credit Suisse Securities (USA) LLC to the
Special Committee of the Board of Directors of PRA
International, dated April 30, 2007.†
|
|
|
(c)(6)*
|
|
|
Presentation of Credit Suisse Securities (USA) LLC to the
Special Committee of the Board of Directors of PRA
International, dated May 8, 2007.†
|
|
|
(c)(7)*
|
|
|
Presentation of Credit Suisse Securities (USA) LLC to the
Special Committee of the Board of Directors of PRA
International, dated May 14, 2007.†
|
|
|
(d)(1)
|
|
|
Agreement and Plan of Merger, dated as of July 24, 2007, by
and among PRA International, GG Holdings I, Inc., and GG
Merger Sub I, Inc.†
|
|
|
(d)(2)
|
|
|
Equity Commitment Letter, dated July 24, 2007, to GG
Holdings I, Inc., from Genstar Capital Partners V,
L.P.†
|
|
|
(d)(3)
|
|
|
Voting Agreement, dated as of July 24, 2007, by and among
Genstar Capital Partners III, L.P., Stargen III, L.P. and PRA
International.†
|
|
|
(d)(4)
|
|
|
Limited Guaranty of Genstar Capital Partners V, L.P., dated
July 24, 2007.†
|
|
|
(f)(1)
|
|
|
Section 262 of the General Corporation Law of the State of
Delaware, incorporated herein by reference to Appendix C of
the Proxy Statement.
|
|
|
(g)
|
|
|
None.
|
|
|
|
|
|
*
|
|
Certain of the presentations filed as Exhibits c(2)-c(7) to this
Schedule 13E-3
include forecasted financial information. The financial
forecasts in these presentations were prepared by PRA’s
senior management for internal use and to assist potential
acquirers and the financial advisor to the special committee
with their evaluation of PRA and not with a view toward public
disclosure or toward complying with U.S. generally accepted
accounting principles, the published guidelines of the SEC
regarding forecasts or the guidelines established by the
American Institute of Certified Public Accountants for
preparation and presentation of prospective financial
information. PricewaterhouseCoopers LLP, PRA’s independent
registered certified public accounting firm, has not examined or
compiled any of the forecasted information included in any of
the presentations filed as Exhibits to this
Schedule 13E-3.
|
|
|
|
†
|
|
Previously filed.
|
12
SIGNATURES
After due inquiry and to the best of their knowledge and belief,
each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: November 9, 2007
PRA INTERNATIONAL
|
|
|
|
|
|
By:
|
/s/ Terrance
J. Bieker
|
Name: Terrance J. Bieker
|
|
|
|
|
|
Title:
|
Chief Executive Officer
|
GG HOLDINGS I, INC.
|
|
|
|
|
|
By:
|
/s/ Jean-Pierre
L. Conte
|
Name: Jean-Pierre L. Conte
GG MERGER SUB I, INC.
|
|
|
|
|
|
By:
|
/s/ Jean-Pierre
L. Conte
|
Name: Jean-Pierre L. Conte
GENSTAR CAPITAL PARTNERS V, L.P.
|
|
|
|
|
|
By:
|
Genstar Capital V, L.P.
|
|
|
Its:
|
General Partner
|
|
|
By:
|
Genstar V GP LLC
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Jean-Pierre
L. Conte
|
Name: Jean-Pierre L. Conte
13
GENSTAR CAPITAL PARTNERS IV, L.P.
|
|
|
|
|
|
By:
|
Genstar Capital
IV, L.P.
|
|
|
|
|
|
|
By:
|
/s/ Jean-Pierre
L. Conte
|
Name: Jean-Pierre L. Conte
GENSTAR CAPITAL PARTNERS III, L.P.
|
|
|
|
|
|
By:
|
Genstar Capital
III, L.P.
|
|
|
|
|
|
|
By:
|
Genstar Capital
III GP LLC
|
|
|
|
|
|
|
By:
|
/s/ Jean-Pierre
L. Conte
|
Name: Jean-Pierre L. Conte
14
STARGEN V, L.P.
|
|
|
|
|
|
By:
|
Genstar Capital V,
L.P.
|
|
|
|
|
|
|
By:
|
/s/ Jean-Pierre
L. Conte
|
Name: Jean-Pierre L. Conte
STARGEN IV, L.P.
|
|
|
|
|
|
By:
|
Genstar Capital
IV, L.P.
|
|
|
|
|
|
|
By:
|
/s/ Jean-Pierre
L. Conte
|
Name: Jean-Pierre L. Conte
JEAN-PIERRE L. CONTE
ROBERT J. WELTMAN
15
Exhibit Index
|
|
|
|
|
|
|
|
(a)(1)
|
|
|
Letter to Stockholders of PRA International, incorporated herein
by reference to the Proxy Statement.
|
|
|
(a)(2)
|
|
|
Notice of Special Meeting of Stockholders of PRA International,
incorporated herein by reference to the Proxy Statement.
|
|
|
(a)(3)
|
|
|
Proxy Statement of PRA International, incorporated herein by
reference to the Proxy Statement.
|
|
|
(a)(4)
|
|
|
Letter to PRA International employees, dated July 25, 2007,
incorporated herein by reference to the Schedule 14A filed
by PRA International with the Securities and Exchange Commission
on July 25, 2007.
|
|
|
(a)(5)
|
|
|
Form of proxy card, incorporated herein by reference to the
Proxy Statement.
|
|
|
(b)(1)
|
|
|
Amended and Restated First and Second Lien Facilities Commitment
Letter, Termination of Mezzanine Commitment Letter, dated
August 31, 2007, to GG Holdings I, Inc., from UBS Loan
Finance LLC, UBS Securities LLC and Jefferies Finance LLC.†
|
|
|
(b)(2)
|
|
|
$170.0 Million Senior Subordinated Notes Commitment Letter,
dated August 31, 2007, to GG Holdings I, Inc., from
Caisse de dépôt et placement du Québec.†
|
|
|
(c)(1)
|
|
|
Opinion of Credit Suisse Securities (USA) LLC, dated as of
July 24, 2007.†
|
|
|
(c)(2)*
|
|
|
Presentation of Credit Suisse Securities (USA) LLC to the
Special Committee of the Board of Directors of PRA
International, dated April 9, 2007.†
|
|
|
(c)(3)*
|
|
|
Presentation of Credit Suisse Securities (USA) LLC to the
Special Committee of the Board of Directors of PRA
International, dated June 14, 2007.†
|
|
|
(c)(4)*
|
|
|
Presentation of Credit Suisse Securities (USA) LLC to the
Special Committee of the Board of Directors of PRA
International, dated July 24, 2007.†
|
|
|
(c)(5)*
|
|
|
Presentation of Credit Suisse Securities (USA) LLC to the
Special Committee of the Board of Directors of PRA
International, dated April 30, 2007.†
|
|
|
(c)(6)*
|
|
|
Presentation of Credit Suisse Securities (USA) LLC to the
Special Committee of the Board of Directors of PRA
International, dated May 8, 2007.†
|
|
|
(c)(7)*
|
|
|
Presentation of Credit Suisse Securities (USA) LLC to the
Special Committee of the Board of Directors of PRA
International, dated May 14, 2007.†
|
|
|
(d)(1)
|
|
|
Agreement and Plan of Merger, dated as of July 24, 2007, by
and among PRA International, GG Holdings I, Inc., and
GG Merger Sub I, Inc.†
|
|
|
(d)(2)
|
|
|
Equity Commitment Letter, dated July 24, 2007, to GG
Holdings I Inc., from Genstar Capital Partners V, L.P.†
|
|
|
(d)(3)
|
|
|
Voting Agreement, dated as of July 24, 2007, by and among
Genstar Capital Partners III, L.P., Stargen III, L.P. and PRA
International.†
|
|
|
(d)(4)
|
|
|
Limited Guaranty of Genstar Capital Partners V. L.P., dated
July 24, 2007.†
|
|
|
(f)(1)
|
|
|
Section 262 of the General Corporation Law of the State of
Delaware, incorporated herein by reference to Appendix C of
the Proxy Statement.
|
|
|
(g)
|
|
|
None
|
|
|
|
|
|
*
|
|
Certain of the presentations filed as Exhibits c(2)-c(7) to this
Schedule 13E-3
include forecasted financial information. The financial
forecasts in these presentations were prepared by PRA’s
senior management for internal use and to assist potential
acquirers and the financial advisor to the special committee
with their evaluation of PRA and not with a view toward public
disclosure or toward complying with U.S. generally accepted
accounting principles, the published guidelines of the SEC
regarding forecasts or the guidelines established by the
American Institute of Certified Public Accountants for
preparation and presentation of prospective financial
information. PricewaterhouseCoopers LLP, PRA’s independent
registered certified public accounting firm, has not examined or
compiled any of the forecasted information included in any of
the presentations filed as Exhibits to this
Schedule 13E-3.
|
|
|
|
†
|
|
Previously filed.
|
16
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