Sec Form 13D Filing - THOMAS H. LEE ADVISORS LLC filing for SYNEOS HEALTH INC (SYNH) - 2020-12-07

(1) As of December 3, 2020.

 

(2) Based on 103,920,013 shares of Common Stock outstanding following the completion of the December 2020 Offering (as defined in Item 4 of this Amendment No. 4), as reported in the December 2020 Prospectus Supplement.

1	NAMES OF REPORTING PERSONS
	Thomas H. Lee Equity Fund VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			983,231(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			983,231(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	983,231(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.95% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) As of December 3, 2020.

(2) Based on 103,920,013 shares of Common Stock outstanding following the completion of the December 2020 Offering (as defined in Item 4 of this Amendment No. 4), as reported in the December 2020 Prospectus Supplement.

1	NAMES OF REPORTING PERSONS
	Thomas H Lee Parallel Fund VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			775,809(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			775,809(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	775,809(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.75% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) As of December 3, 2020.

 

(2) Based on 103,920,013 shares of Common Stock outstanding following the completion of the December 2020 Offering (as defined in Item 4 of this Amendment No. 2), as reported in the December 2020 Prospectus Supplement.

1	NAMES OF REPORTING PERSONS
	Thomas H. Lee Parallel (Cayman) Fund VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,039,826(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,039,826(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,039,826(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.00% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) As of December 3, 2020.

 

(2) Based on 103,920,013 shares of Common Stock outstanding following the completion of the December 2020 Offering (as defined in Item 4 of this Amendment No. 4), as reported in the December 2020 Prospectus Supplement.

1	NAMES OF REPORTING PERSONS
	THL Executive Fund VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			86,185(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			86,185(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	86,185(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.08% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) As of December 3, 2020.

 

(2) Based on 103,920,013 shares of Common Stock outstanding following the completion of the December 2020 Offering (as defined in Item 4 of this Amendment No. 4), as reported in the December 2020 Prospectus Supplement.

1	NAMES OF REPORTING PERSONS
	THL Fund VII Coinvestment Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			149,942(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			149,942(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	149,942(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.14%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) As of December 3, 2020.

 

(2) Based on 103,920,013 shares of Common Stock outstanding following the completion of the December 2020 Offering (as defined in Item 4 of this Amendment No. 4), as reported in the December 2020 Prospectus Supplement.

1	NAMES OF REPORTING PERSONS
	THL Managers VI, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,166(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,166(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,166(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	Less than 0.01%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) As of December 3, 2020.

 

(2) Based on 103,920,013 shares of Common Stock outstanding following the completion of the December 2020 Offering (as defined in Item 4 of this Amendment No. 4), as reported in the December 2020 Prospectus Supplement.

1	NAMES OF REPORTING PERSONS
	THL Managers VII, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			831(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			831(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	831(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)			< /td>
	Less than 0.01%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) As of December 3, 2020.

 

(2) Based on 103,920,013 shares of Common Stock outstanding following the completion of the December 2020 Offering (as defined in Item 4 of this Amendment No. 4), as reported in the December 2020 Prospectus Supplement.

This Amendment No. 4 (“Amendment No. 4”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on August 10, 2017 (as amended from time to time, the “Schedule 13D”).  Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 4 shall have the meaning assigned to such term in the Schedule 13D.

 

Item 4 is supplemented as follows:

 

The information set forth under Item 5 of this Amendment No. 4 is incorporated herein by reference.

 

Pursuant to the Underwriting Agreement, dated December 1, 2020 (the “Underwriting Agreement”), by and among Fund VI 2019, Fund VI 2019 Coinvest, Equity Fund VII inVentiv, Equity Fund VII, Parallel Fund VII, Parallel (Cayman) Fund VII, Executive Fund VII, Fund VII Coinvest, Managers VI and Managers VII (the “THL Selling Stockholders”), the Issuer, and Goldman Sachs & Co. LLC and BofA Securities (collectively, the “Underwriters”) and other selling stockholders named therein, the THL Selling Stockholders sold an aggregate of 2,771,759 shares of Common Stock to the Underwriters for $61.28 per share as part of an underwritten public offering on December 3, 2020 (the “December 2020 Offering”). Specifically, (i) Equity Fund VII sold 205,859 shares of Common Stock, (ii) Parallel Fund VII sold 162,431 shares of Common Stock, (iii) Parallel (Cayman) Fund VII sold 217,709 shares of Common Stock, (iv) Executive Fund VII sold 18,045 shares of Common Stock, (v) Fund VII Coinvest sold 31,394 shares of Common Stock, (vi) Equity Fund VII inVentiv sold 1,342,891 shares of Common Stock, (vii) Fund VI 2019 sold 770,946 shares of Common Stock, (viii) Fund VI 2019 Coinvest sold 21,857 shares of Common Stock, (ix) Managers VI sold 453 shares of Common Stock, and (x) Managers VII sold 174 shares of Common Stock in the December 2020 Offering to the Underwriters.  The December 2020 Offering was made pursuant to the Issuer’s shelf registration statement on Form S-3 (File No. 333-228559), as supplemented by a prospectus, dated December 1, 2020, and filed with the SEC on December 3, 2020 (the “December 2020 Prospectus Supplement”).

 

In connection with the December 2020 Offering, the THL Selling Stockholders entered into customary “lock-up” agreements with the Underwriters, dated December 1, 2020 (the “Lock-up Agreements”) pursuant to which the THL Selling Stockholders generally agreed, subject to certain exceptions, not to sell, transfer, or otherwise dispose of any shares of Common Stock or securities convertible into, or exchangeable or exercisable for, shares of Common Stock, for 30-days after the date of the final prospectus relating to the December 2020 Offering without prior written consent from the Underwriters.

 

The foregoing descriptions of the Underwriting Agreement and the Lock-up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 99.9, and a form of the Lock-up Agreement attached as Annex IV to the Underwriting Agreement, all of which are incorporated by reference herein.

 

 

(a)(b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 4 as of December 3, 2020, are incorporated herein by reference.  As of December 3, 2020, after giving effect to the December 2020 Offering, the Reporting Persons beneficially own, in the aggregate, 13,238,542 shares of Common Stock, which represents 12.74% of the Common Stock issued and outstanding.  The following table sets forth the number of shares and percentage of Common Stock owned by each Reporting Person.  The percentage of Common Stock owned was calculated based on 103,920,013 shares of Common Stock outstanding following the completion of the December 2020 Offering, as reported in the December 2020 Prospectus Supplement.

 

 

On account of the THL Stockholders’ Agreement (as defined and more fully described in Item 6 of the Schedule 13D), the Reporting Persons may be deemed to constitute a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

(c) Other than as reported in this Amendment No. 4, no Reporting Person has entered into any transactions in the securities of the Issuer within the last 60 days.

 

(d) Under certain circumstances, partners or members of a Reporting Person, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by such Reporting Person.

 

(e) Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  December 7, 2020

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