filings.toolsItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
7K characters. Original on sec.gov · Markdown
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information for Common Stock
On May 9, 2013, our common stock began trading on the NYSE under the symbol “Q.” Prior to that time, there was no public market for our common stock. The following table sets forth the high and low sales prices per share of our common stock as reported by the NYSE for the periods indicated.
| High | Low | |||||||
| Fiscal Year 2014 | ||||||||
| Fourth Quarter | $ | 60.79 | $ | 51.09 | ||||
| Third Quarter | $ | 58.89 | $ | 53.03 | ||||
| Second Quarter | $ | 53.55 | $ | 46.27 | ||||
| First Quarter | $ | 55.00 | $ | 45.25 |
| High | Low | |||||||
| Fiscal Year 2013 | ||||||||
| Fourth Quarter | $ | 46.75 | $ | 40.10 | ||||
| Third Quarter | $ | 47.50 | $ | 42.25 | ||||
| Second Quarter (from May 9, 2013) | $ | 46.50 | $ | 41.50 |
Holders of Record
On February 5, 2015, we had approximately 45 shareholders of record. This number does not include beneficial owners for whom shares are held by nominees in street name.
Dividend Policy
We do not currently intend to pay dividends on our common stock, and no dividends were declared or paid in 2014 or 2013. However, we expect to reevaluate our dividend policy on a regular basis and may, subject to compliance with the covenants contained in our credit facilities and other considerations, determine to pay dividends in the future. The declaration, amount and payment of any future dividends on shares of our common stock will be at the sole discretion of our Board, which may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, the implications of the payment of dividends by us to our shareholders or by our subsidiaries to us, and any other factors that our Board may deem relevant. Our long-term debt arrangements contain usual and customary restrictive covenants that, among other things, place limitations on our ability to declare dividends. For additional information regarding these restrictive covenants, see Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Recent Sales of Unregistered Securities
We did not sell any unregistered equity securities in 2014.
Purchases of Equity Securities by the Issuer
The following table summarizes the equity repurchase program activity for the three months ended December 31, 2014 and the approximate dollar value of shares that may yet be purchased pursuant to the Repurchase Program (as defined below):
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(1) | ||||||||||||
| (in thousands, except share and per share data) | ||||||||||||||||
| October 1, 2014 – October 31, 2014 | — | $ | — | — | $ | 59,486 | ||||||||||
| November 1, 2014 – November 30, 2014 (2) | 4,303,666 | $ | 58.09 | — | $ | 59,486 | ||||||||||
| December 1, 2014 – December 31, 2014 | — | $ | — | — | $ | 59,486 | ||||||||||
| 4,303,666 | — | |||||||||||||||
| 1. | On October 31, 2013, we announced that on October 30, 2013 our Board approved an equity repurchase program, or the Repurchase Program, authorizing the repurchase of up to $125.0 million of either our common stock or vested in-the-money employee stock options, or a combination thereof. We have used and intend to continue to use cash on hand to fund the Repurchase Program. The Repurchase Program does not obligate us to repurchase any particular amount of common stock or vested in-the-money employee stock options, and it could be modified, suspended or discontinued at any time. The timing and amount of repurchases are determined by our management based on a variety of factors such as the market price of our common stock, our corporate requirements, and overall market conditions. Purchases of our common stock may be made in open market transactions effected through a broker-dealer at prevailing market prices, in block trades, or in privately negotiated transactions. We may also repurchase shares of our common stock pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act, which would permit shares of our common stock to be repurchased when we might otherwise be precluded from doing so by law. Repurchases of vested in-the-money employee stock options were made through transactions between us and our employees (other than our executive officers, who were not eligible to participate in the program), and this aspect of the Repurchase Program expired in November 2013. The Repurchase Program for common stock does not have an end date. |
|---|
| 2. | On November 10, 2014, we completed the repurchase of 4,303,666 shares of our common stock for $58.09 per share for an aggregate purchase price of approximately $250.0 million in connection with a secondary offering by certain of our shareholders. We funded this repurchase transaction with a combination of cash on hand and a $150.0 million draw on our revolving credit facility. This repurchase transaction was separate from and in addition to the Repurchase Program. |
|---|
Stock Performance Graph
This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing of Quintiles Transnational Holdings Inc. under the Exchange Act or under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
The following graph shows a comparison from May 9, 2013 (the date our common stock commenced trading on the NYSE) through December 31, 2014 of the cumulative total return for our common stock, the Standard & Poor’s 500 Stock Index, or S&P 500 Index, and the Standard & Poor’s Healthcare Sector Index, or S&P 500 Healthcare. The graph assumes that $100 was invested at the market close on May 9, 2013 in the common stock of Quintiles Transnational Holdings Inc., the S&P 500 Index and the S&P 500 Healthcare, and assumes reinvestments of dividends, if any. The stock price performance of the following graph is not necessarily indicative of future stock price performance.
Previous: Item 4. Mine Safety Disclosures · Next: Item 6. Selected Financial Data