Amendment No. 1 to

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

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SYNEOS HEALTH, INC.

(Name of Issuer)

 

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

45329R109

(CUSIP Number)

 

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Michael J. Aiello, Esq.

Sachin Kohli , Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212) 310-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

August 9, 2018

(Date of Event Which Requires Filing of this Statement)

 

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ☐.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form

with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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CUSIP No. 45329R109

13D

 

1	NAMES OF REPORTING PERSONS
	Thomas H. Lee Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	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
			19,239,664
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			19,239,664
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	19,239,664
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.70% (1)
14	TYPE OF REPORTING PERSON
	OO

 

(1) The percent of class was calculated based on 102,911,079 shares of Class A common stock outstanding as of August 6, 2018, as disclosed in the Issuer’s prospectus supplement filed with the SEC on August 8, 2018.

 

(1) The percent of class was calculated based on 102,911,079 shares of Class A common stock outstanding as of August 6, 2018, as disclosed in the Issuer’s prospectus supplement filed with the SEC on August 8, 2018.

 

(1) The percent of class was calculated based on 102,911,079 shares of Class A common stock outstanding as of August 6, 2018, as disclosed in the Issuer’s prospectus supplement filed with the SEC on August 8, 2018.

 

(1) The percent of class was calculated based on 102,911,079 shares of Class A common stock outstanding as of August 6, 2018, as disclosed in the Issuer’s prospectus supplement filed with the SEC on August 8, 2018.

 

(1) The percent of class was calculated based on 102,911,079 shares of Class A common stock outstanding as of August 6, 2018, as disclosed in the Issuer’s prospectus supplement filed with the SEC on August 8, 2018.

 

(1) The percent of class was calculated based on 102,911,079 shares of Class A common stock outstanding as of August 6, 2018, as disclosed in the Issuer’s prospectus supplement filed with the SEC on August 8, 2018.

 

(1) The percent of class was calculated based on 102,911,079 shares of Class A common stock outstanding as of August 6, 2018, as disclosed in the Issuer’s prospectus supplement filed with the SEC on August 8, 2018.

 

(1) The percent of class was calculated based on 102,911,079 shares of Class A common stock outstanding as of August 6, 2018, as disclosed in the Issuer’s prospectus supplement filed with the SEC on August 8, 2018.

 

(1) The percent of class was calculated based on 102,911,079 shares of Class A common stock outstanding as of August 6, 2018, as disclosed in the Issuer’s prospectus supplement filed with the SEC on August 8, 2018.

 

(1) The percent of class was calculated based on 102,911,079 shares of Class A common stock outstanding as of August 6, 2018, as disclosed in the Issuer’s prospectus supplement filed with the SEC on August 8, 2018.

 

(1) The percent of class was calculated based on 102,911,079 shares of Class A common stock outstanding as of August 6, 2018, as disclosed in the Issuer’s prospectus supplement filed with the SEC on August 8, 2018.

 

 

(1) The percent of class was calculated based on 102,911,079 shares of Class A common stock outstanding as of August 6, 2018, as disclosed in the Issuer’s prospectus supplement filed with the SEC on August 8, 2018.

 

(1) The percent of class was calculated based on 102,911,079 shares of Class A common stock outstanding as of August 6, 2018, as disclosed in the Issuer’s prospectus supplement filed with the SEC on August 8, 2018.

 

(1) The percent of class was calculated based on 102,911,079 shares of Class A common stock outstanding as of August 6, 2018, as disclosed in the Issuer’s prospectus supplement filed with the SEC on August 8, 2018.

 

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on August 10, 2017 (the “Schedule 13D”).  Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 1 shall have the meaning assigned to such term in the Schedule 13D.

Item 1.

Security and Issuer

 

This Schedule 13D relates to the Reporting Persons’ (as defined in Item 2) beneficial ownership interest in the Class A Common Stock, par value $0.01 per share (the “Syneos Common Stock”), of Syneos Health, Inc. (the “Issuer”). The address of the principal executive office of the Issuer is 3201 Beechleaf Court, Suite 600, Raleigh, North Carolina 27604.

 

Item 4.

Purpose of Transaction

 

Item 4 is supplemented as follows:

 

On August 9, 2018, Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., Great-West Investors, L.P., Putnam Investments Employees’ Securities Company III, LLC, THL Coinvestment Partners, L.P. and THL Operating Partners, L.P. (the “THL Selling Stockholders”) sold 6,000,000 shares of Syneos Common Stock to Morgan Stanley & Co. LLC (“Morgan Stanley”) at a price of $49.73 per share in a registered offering (the “Offering”).  The Offering closed on August 9, 2018.

 

In connection with the Offering, the THL Funds entered into a lock-up agreement (a “Lock-up Agreement”) with Morgan Stanley. Under the Lock-up Agreement, the THL Funds generally agreed, subject to certain exceptions, not to sell, transfer or otherwise dispose of any shares of Syneos Common Stock or securities convertible into, or exchangeable or exercisable for, shares of Syneos Common Stock, for 30 days after the date of the final prospectus relating to the Offering without first obtaining the written consent of Morgan Stanley. The Lock-up Agreement is filed as Exhibit 99.3 hereto.

 

Item 5.

Interest in Securities of the Issuer

 

(a)(b) As of the date hereof, the Reporting Persons beneficially own, in the aggregate, 19,239,664 shares of Syneos Common Stock, which represents 18.70% of Syneos Common Stock issued and outstanding.  The following table sets forth the number and percentage of Syneos Common Stock owned by each Reporting Persons named in Item 2 of this Schedule 13D.  The percentage of Syneos Common Stock owned was calculated based upon 102,911,079 shares outstanding as of August 6, 2018, as disclosed to the Reporting Persons by the Issuer.

 

Reporting Persons		Number of Shares Beneficially Owned				Percentage of Common Stock
Thomas H. Lee Advisors, LLC			19,239,664				18.70	%
Thomas H. Lee Equity Fund VI, L.P.			3,029,630				2.94	%
Thomas H. Lee Parallel (DT) Fund VI, L.P.			358,357				0.35	%
THL Operating Partners, L.P.			5,399				0.01	%
Great-West Investors, L.P.			15,515				0.02	%
Putnam Investments Employees’ Securities Company III, LLC			15,502				0.02	%
THL Coinvestment Partners, L.P.			28,433				0.03	%
Thomas H. Lee Parallel Fund VI, L.P.			2,051,504				1.99	%
THL Equity Fund VII Investors (Inventiv), L.P.			9,323,549				9.06	%
Thomas H. Lee Equity Fund VII, L.P.			1,429,259				1.39	%
Thomas H. Lee Parallel Fund VII, L.P.			1,127,743				1.10	%
Thomas H. Lee Parallel (Cayman) Fund VII, L.P.			1,511,529				1.47	%
THL Executive Fund VII, L.P.			125,282				0.12	%
THL Fund VII Coinvestment Partners, L.P.			217,962				0.21	%

 

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 the Offering, no Reporting Person has entered into any transactions in the securities of the Issuer within the last 60 days.

 

(d)(e) Not applicable.

 

Item 7.

Material to Be Filed as Exhibits

 

 

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*	Filed herewith.

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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