Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-228559
May 3, 2021
Syneos Health Announces Secondary Offering of Common Stock
MORRISVILLE, N.C. – May 3, 2021 — Syneos Health, Inc. (Nasdaq: SYNH) (the “Company” or “Syneos Health”), the only fully integrated biopharmaceutical solutions organization, today announced it commenced an underwritten secondary offering by affiliates of Thomas H. Lee Partners, L.P. and Advent International Corporation (the “Selling Stockholders”) of an aggregate of 7,000,000 shares of the Company’s common stock (the “Offering”) pursuant to the Company’s shelf registration statement filed with the Securities and Exchange Commission (“SEC”). The Selling Stockholders intend to grant the underwriter a 30-day option to purchase up to 1,050,000 additional shares of common stock. Syneos Health is not selling any shares and will not receive any proceeds from the sale of the shares by the Selling Stockholders in the Offering.
In addition, Syneos Health entered into an agreement with the Selling Stockholders to repurchase an aggregate of 400,000 shares of common stock from such Selling Stockholders in a private transaction, concurrently with the closing of the Offering, at the price at which the shares of common stock are sold to the public in the Offering, less underwriting discounts and commissions. The closing of the share repurchase is contingent on, and expected to occur simultaneously with, the closing of the Offering, subject to the satisfaction of other customary conditions. The closing of the Offering is not contingent on the closing of the share repurchase.
BofA Securities is acting as the sole underwriter of the Offering.
The underwriter proposes to offer the shares of common stock from time to time for sale in one or more transactions on the Nasdaq, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.
An automatic shelf registration statement (including a prospectus) relating to the Offering was filed with the SEC on November 27, 2018 and became effective upon filing. Before you invest, you should read the registration statement, prospectus and other documents Syneos Health has made available with the SEC for information about Syneos Health and the Offering. You may obtain these documents free of charge by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus and accompanying prospectus supplement, when available, may be obtained from:
BofA Securities, Inc.
NC1-004-03-43
200 North College Street, 3rd floor
Charlotte NC 28255-0001
Attn: Prospectus Department
Email: dg.prospectus_requests@bofa.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Forward-Looking Statements
Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to: reliance on key personnel; principal investigators and patients; general and international economic, political, and other risks, including currency and stock market fluctuations and the uncertain
