| Item 1.01 | Entry into a Material Definitive Agreement. |
Share Repurchase Agreement
On April 30, 2021, Syneos Health, Inc. (the “Company”) entered into a Share Repurchase Agreement (the “Repurchase Agreement”) with certain selling stockholders named therein (the “Selling Stockholders”). Pursuant to the Repurchase Agreement, the Company agreed to repurchase 400,000 shares of the Company’s Class A common stock, $0.01 par value per share (the “Common Stock”) from the Selling Stockholders in a private transaction for an aggregate purchase price of approximately $32.4 million or $81.04 per share. The repurchase of the Common Stock is expected to close on May 6, 2021. The Company will fund this private repurchase transaction with cash on hand.
The description of the Repurchase Agreement contained herein is qualified in its entirety by reference to the Repurchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Underwriting Agreement
On May 3, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. (the “Underwriter”) and the Selling Stockholders. Pursuant to the Underwriting Agreement, the Selling Stockholders agreed to sell 7,000,000 shares of the Company’s Common Stock to the Underwriter at a price of $81.04 per share. The Selling Stockholders have also granted the underwriter a 30-day option to purchase up to 1,050,000 additional shares of Common Stock.
Following the closing of this offering (assuming the full exercise of the Underwriter’s option to purchase additional shares) and the share repurchase discussed above, affiliates of Advent International Corporation will own approximately 6.5% of our Common Stock and affiliates of Thomas H. Lee Partners, L.P. will own approximately 5.5% of our Common Stock.
The Underwriting Agreement contains customary representations, warranties, and covenants of the Company and also provides for customary indemnification by each of the Company, the Selling Stockholders, and the Underwriter against certain liabilities and customary contribution provisions in respect of those liabilities.
The sale of the Common Stock by the Selling Stockholders was made pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-228559), including a prospectus supplement dated May 3, 2021 to the prospectus contained therein dated November 27, 2018, filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended. The sale of the Common Stock is expected to close on May 6, 2021.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| | |
Exhibit
No. | | Description |
| |
| 1.1 | | Underwriting Agreement, dated May 3, 2021, by and among Syneos Health, Inc., the selling stockholders named therein and BofA Securities, Inc.. |
| |
| 5.1 | | Opinion of Latham & Watkins LLP. |
| |
| 10.1 | | Share Repurchase Agreement, dated April 30, 2021, by and among Syneos Health, Inc. and certain selling stockholders named therein. |
| |
| 23.1 | | Consent of Latham & Watkins LLP (included in Exhibit 5.1). |
| |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
