UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
$0.01 par value per share |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. | Other Events. |
On November 18, 2020, Syneos Health, Inc. (the “Company”) announced the upsizing and pricing of an offering of $600.0 million aggregate principal amount of 3.625% Senior Notes due 2029 (the “Notes”), an upsize of $100.0 million over the amount previously announced. The Notes were priced at par value and will bear an interest rate of 3.625% per annum. The Notes are being offered in a private offering to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A and to certain persons outside the United States under Regulation S of the Securities Act of 1933, as amended. The Company also announced that it intends to enter into an amendment to the credit agreement governing its existing senior secured credit facilities pursuant to which, among other things, the Issuer expects to extend the maturity date thereof to August 2024 (the “Amendment”). The closing of the offering is not conditioned upon the effectiveness of the Amendment.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
99.1 | Press Release issued on November 18, 2020 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SYNEOS HEALTH, INC. | ||||||
Date: November 19, 2020 | By: | /s/ Jason Meggs | ||||
Name: | Jason Meggs | |||||
Title: | Chief Financial Officer (Principal Financial Officer) |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Syneos Health Announces Upsizing and Pricing of Offering of $600.0 Million of Senior Notes due 2029
MORRISVILLE, N.C. November 18, 2020 Syneos Health, Inc. (Nasdaq: SYNH) (the Company or Syneos Health), the only fully integrated biopharmaceutical solutions organization combining a CRO (Contract Research Organization) and a CCO (Contract Commercial Organization), today announced the upsizing and pricing of an offering of $600.0 million aggregate principal amount of 3.625% senior notes due 2029 (the Notes), an upsize of $100.0 million over the amount previously announced. The Notes were priced at par value and will bear an interest rate of 3.625% per annum. The Notes are being offered in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act). The Notes will be guaranteed, jointly and severally, on a senior unsecured basis, by certain of the Companys subsidiaries. Syneos Health expects to close the offering of the Notes on November 24, 2020, subject to the satisfaction of customary closing conditions.
Syneos Health intends to use the net proceeds of this offering for general corporate purposes, including the funding of acquisitions, and for repayment of indebtedness.
The Company also announced that it intends to enter into an amendment to the credit agreement governing its existing senior secured credit facilities pursuant to which, among other things, the Company expects to extend the maturity date thereof to August 2024 (the Amendment). The closing of the offering is not conditioned upon the effectiveness of the Amendment.
The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S. The Notes will not be and have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers of the Notes will be made only by means of a private offering memorandum.
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 economic environment; any inability to satisfy or any failure to waive the closing conditions related to our
1
acquisition of SHCR Holdings Corporation (Synteract); any failure to realize the anticipated benefits of the acquisition of Synteract; risks related to the COVID-19 pandemic; the Companys ability to adequately price its contracts and not overrun cost estimates; any adverse effects from the Companys customer or therapeutic area concentration; the Companys ability to maintain or generate new business awards; the Companys ability to increase its market share, grow its business, and execute its growth strategies; the Companys backlog not being indicative of future revenues and its ability to realize the anticipated future revenue reflected in its backlog; fluctuations in the Companys operating results and effective income tax rate; risks related to the Companys information systems and cybersecurity; changes and costs of compliance with regulations related to data privacy; risks related to the United Kingdoms withdrawal from the European Union; risks related to the Companys transfer pricing policies; failure to perform services in accordance with contractual requirements, regulatory requirements and ethical considerations; risks relating to litigation and government investigations; risks associated with the Companys early phase clinical facilities; insurance risk; risks of liability resulting from harm to patients; success of investments in the Companys customers business or drugs; foreign currency exchange rate fluctuations; risks associated with acquired businesses, including the ability to integrate acquired operations, products, and technologies in our business; risks related to the Companys income tax expense and tax reform; risks relating to the Companys intellectual property; risks associated with the Companys acquisition strategy; failure to realize the full value of goodwill and intangible assets; restructuring risk; potential violations of anti-corruption and anti-bribery laws; risks related to the Companys dependence on third parties; downgrades of the Companys credit ratings; competition in the biopharmaceutical services industry; changes in outsourcing trends; regulatory risks; trends in the Companys customers businesses; the Companys ability to keep pace with rapid technological change; risks related to the Companys indebtedness; fluctuations in the Companys financial results and stock price; and other risk factors set forth in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019 as updated by the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, and other SEC filings, copies of which are available free of charge on the SEC website at www.sec.gov. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
About Syneos Health
Syneos Health® (Nasdaq:SYNH) is the only fully integrated biopharmaceutical solutions organization. The Company, including a Contract Research Organization (CRO) and Contract Commercial Organization (CCO), is purpose-built to accelerate customer performance to address modern market realities. We bring together approximately 24,000 clinical and commercial minds with the ability to support customers in more than 110 countries. Together we share insights, use the latest technologies and apply advanced business practices to speed our customers delivery of important therapies to patients.
Investor Relations Contact:
Ronnie Speight Senior Vice President, Investor Relations Phone: +1 919 745 2745 Email: Investor.Relations@syneoshealth.com |
Press/Media Contact:
Danielle DeForge Executive Director, External Communications Phone: +1 202 210 5992 Email: danielle.deforge@syneoshealth.com |
2
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end
Document and Entity Information |
Nov. 19, 2020 |
---|---|
Cover [Abstract] | |
Amendment Flag | false |
Entity Central Index Key | 0001610950 |
Document Type | 8-K |
Document Period End Date | Nov. 19, 2020 |
Entity Registrant Name | SYNEOS HEALTH, INC. |
Entity Incorporation State Country Code | DE |
Entity File Number | 001-36730 |
Entity Tax Identification Number | 27-3403111 |
Entity Address, Address Line One | 1030 Sync Street |
Entity Address, City or Town | Morrisville |
Entity Address, State or Province | NC |
Entity Address, Postal Zip Code | 27560-5468 |
City Area Code | (919) |
Local Phone Number | 876-9300 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Class A Common Stock,$0.01 par value per share |
Trading Symbol | SYNH |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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end