Syneos Health, Inc.: M&A transaction — Syneos Health completes $43.00/share all-cash acquisition; delisted from Nasdaq

Parent, as the borrower, entered into that certain Credit Agreement with Goldman Sachs Bank USA, as administrative agent and collateral agent, the lenders from time to time party thereto, the guarantors from time to time party thereto and the other parties from time to time party thereto (the “ New Credit Agreement ”), which provides for (i) a senior secured term loan facility in an aggregate principal amount equal to $2.7 billion and (ii) a senior secured revolving credit facility in an aggregate principal amount equal to $500 million.

On September 28, 2023, Parent issued $1,000,000,000 aggregate principal amount of 9.00% Senior Secured Notes due 2030 (the “ Notes ”).

Colin Shannon, Michelle Keefe, Jim Momtazee, Justin Sabet-Peyman, Marc Steinberg, Chris Hsu, James Dimitri, and Sumit Khatod became the directors of the Company, effective as of the Effective Time.

Colin Shannon, Michelle Keefe, Jim Momtazee, Justin Sabet-Peyman, Marc Steinberg, Chris Hsu, James Dimitri, and Sumit Khatod became the directors of the Company, effective as of the Effective Time.

each member of the Company’s board of directors (except for Michelle Keefe), resigned from and ceased serving on the Company’s board of directors and any and all committees thereof.

Colin Shannon, Michelle Keefe, Jim Momtazee, Justin Sabet-Peyman, Marc Steinberg, Chris Hsu, James Dimitri, and Sumit Khatod became the directors of the Company, effective as of the Effective Time.

each member of the Company’s board of directors (except for Michelle Keefe), resigned from and ceased serving on the Company’s board of directors and any and all committees thereof.

each member of the Company’s board of directors (except for Michelle Keefe), resigned from and ceased serving on the Company’s board of directors and any and all committees thereof.

Colin Shannon, Michelle Keefe, Jim Momtazee, Justin Sabet-Peyman, Marc Steinberg, Chris Hsu, James Dimitri, and Sumit Khatod became the directors of the Company, effective as of the Effective Time.

Colin Shannon, Michelle Keefe, Jim Momtazee, Justin Sabet-Peyman, Marc Steinberg, Chris Hsu, James Dimitri, and Sumit Khatod became the directors of the Company, effective as of the Effective Time.

Colin Shannon, Michelle Keefe, Jim Momtazee, Justin Sabet-Peyman, Marc Steinberg, Chris Hsu, James Dimitri, and Sumit Khatod became the directors of the Company, effective as of the Effective Time.

each member of the Company’s board of directors (except for Michelle Keefe), resigned from and ceased serving on the Company’s board of directors and any and all committees thereof.

each member of the Company’s board of directors (except for Michelle Keefe), resigned from and ceased serving on the Company’s board of directors and any and all committees thereof.

each member of the Company’s board of directors (except for Michelle Keefe), resigned from and ceased serving on the Company’s board of directors and any and all committees thereof.

Colin Shannon, Michelle Keefe, Jim Momtazee, Justin Sabet-Peyman, Marc Steinberg, Chris Hsu, James Dimitri, and Sumit Khatod became the directors of the Company, effective as of the Effective Time.

each member of the Company’s board of directors (except for Michelle Keefe), resigned from and ceased serving on the Company’s board of directors and any and all committees thereof.

each member of the Company’s board of directors (except for Michelle Keefe), resigned from and ceased serving on the Company’s board of directors and any and all committees thereof.

At the Effective Time, each holder of Common Stock outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right to receive the Merger Consideration for such shares pursuant to the terms of the Merger Agreement).

who properly exercised and perfected appraisal of his, her or its shares under Delaware law, automatically converted into and thereafter represented the right to receive $43.00 in cash without interest and minus any applicable withholding taxes (the “ Merger Consideration ”). In addition, immediately prior to the Effective Time and as a result of the

On September 28, 2023, Parent, as the borrower, entered into that certain Credit Agreement with Goldman Sachs Bank USA, as administrative agent and collateral agent, the lenders from time to time party thereto, the guarantors from time to time party thereto and the other parties from time to time party thereto (the “ New Credit Agreement ”), which provides for (i) a senior secured term loan facility in an aggregate principal amount equal to $2.7 billion and (ii) a senior secured revolving credit facility in an aggregate principal amount equal to $500 million.

On September 28, 2023, in connection with the consummation of the Merger, the Company repaid in full all outstanding loans, together with interest and all other amounts due in connection with such repayment, under that certain Amended and Restated Credit Agreement, dated as of November 4, 2022 among the Company, as administrative borrower, Syneos Health US, Inc., as borrower, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended, modified or otherwise supplemented) (the “ Company Credit Agreement ”), and terminated all commitments thereunder.

On September 28, 2023, in connection with the consummation of the Merger, the Company repaid in full all outstanding loans, together with interest and all other amounts due in connection with such repayment, under that certain Receivables Financing Agreement, dated as of June 29, 2018 among Syneos Health Receivables, LLC, as borrower, PNC Bank, National Association, as administrative agent, and the various other parties thereto (as amended, modified or otherwise supplemented) (the “ Company Receivables Financing Agreement ”), and terminated all commitments thereunder.

On September 28, 2023, in connection with the consummation of the Merger, the Company satisfied and discharged all of its obligations under that certain Indenture, dated as of November 24, 2020, among the Company, each of the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (together with any supplemental indentures thereunder and including the terms and provisions of the Senior Notes due 2029 issued thereunder, the “ Company 2029 Indenture ”), and delivered and irrevocably deposited funds sufficient for the redemption of all outstanding Senior Notes due 2029 issued by the Company under the Company 2029 Indenture into trust for the benefit of the holders thereof.

On September 28, 2023, Parent issued $1,000,000,000 aggregate principal amount of 9.00% Senior Secured Notes due 2030 (the “ Notes ”).