--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-245005" form_type: "8-K" ticker: null cik: "0001610950" company_name: "Syneos Health, Inc." filed_at: "2023-09-28T23:59:59+00:00" generated_at: "2026-06-10T07:38:21.213189+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Syneos Health completes $43.00/share all-cash acquisition; delisted from Nasdaq ## Summary - Merger closed Sept 28, 2023; shareholders receive $43.00 per share in cash. - Company became wholly owned subsidiary of Star Parent, Inc. - New debt financing: $2.7B term loan, $500M revolver, $1B 9% Senior Secured Notes due 2030. - Entire board resigned; new directors appointed including Colin Shannon and Michelle Keefe. - Common stock delisted from Nasdaq; company intends to deregister under Section 12(b) of Exchange Act. ## SEC filing metadata - accession: 0001193125-23-245005 - form_type: 8-K - cik: 0001610950 - company_name: Syneos Health, Inc. - filed_at: 2023-09-28T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.03, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/d559944d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-245005 - JSON: https://secwatch.observer/filing/0001193125-23-245005.json - Plain text: https://secwatch.observer/filing/0001193125-23-245005.txt ## Key facts - Debt Financings Syneos Health, Inc. incurred credit facility of $2.7 billion with Goldman Sachs Bank USA, as administrative agent and collateral agent, the lenders from time to time party thereto. - Instrument: credit facility - Principal: $2.7 billion - Counterparty: Goldman Sachs Bank USA, as administrative agent and collateral agent, the lenders from time to time party thereto - Event: incurrence source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Debt Financings Syneos Health, Inc. incurred senior notes of $1,000,000,000 aggregate principal amount at 9.00% maturing due 2030. - Instrument: senior notes - Principal: $1,000,000,000 aggregate principal amount - Rate: 9.00% - Maturity: due 2030 - Event: incurrence source text: On September 28, 2023, Parent issued $1,000,000,000 aggregate principal amount of 9.00% Senior Secured Notes due 2030 (the “ Notes ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Executive change Chris Hsu was appointed as Director at Syneos Health, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Executive change Justin Sabet-Peyman was appointed as Director at Syneos Health, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Executive change David Wilkes resigned as Director at Syneos Health, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Executive change Jim Momtazee was appointed as Director at Syneos Health, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Executive change Bernadette Connaughton resigned as Director at Syneos Health, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Executive change Matthew E. Monaghan resigned as Director at Syneos Health, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Executive change Marc Steinberg was appointed as Director at Syneos Health, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Executive change Colin Shannon was appointed as Director at Syneos Health, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Executive change Sumit Khatod was appointed as Director at Syneos Health, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Executive change Barbara W. Bodem resigned as Director at Syneos Health, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Executive change John M. Dineen resigned as Director at Syneos Health, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Executive change Kenneth F. Meyers resigned as Director at Syneos Health, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Executive change James Dimitri was appointed as Director at Syneos Health, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Executive change Alfonso G. Zulueta resigned as Director at Syneos Health, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Executive change William E. Klitgaard resigned as Director at Syneos Health, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Governance Changes Syneos Health, Inc.: Effective at the Merger Effective Time, holders of Common Stock ceased to have any rights as stockholders (other than the right to receive Merger Consideration), which is a material modification to the rights of security holders related to the consummation of a merger. source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - M&A Transactions Syneos Health, Inc. underwent a change of control involving Star Parent, Inc. for $43.00 per share in cash. - Action: change of control - Counterparty: Star Parent, Inc. - Consideration: $43.00 per share in cash source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Material Agreements Syneos Health, Inc. entered into New 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 valued at $2.7 billion and (ii) a senior secured revolving credit facility in an aggregate principal amount eq (effective 2023-09-28). - Action: entry - Agreement: credit facility - Counterparty: 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 - Value: $2.7 billion and (ii) a senior secured revolving credit facility in an aggregate principal amount eq - Effective: 2023-09-28 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Material Agreements Syneos Health, Inc. terminated Company Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent valued at (not stated) (effective 2023-09-28). - Action: termination - Agreement: credit facility - Counterparty: JPMorgan Chase Bank, N.A., as administrative agent and collateral agent - Value: (not stated) - Effective: 2023-09-28 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Material Agreements Syneos Health, Inc. terminated Company Receivables Financing Agreement with PNC Bank, National Association, as administrative agent valued at (not stated) (effective 2023-09-28). - Action: termination - Agreement: credit facility - Counterparty: PNC Bank, National Association, as administrative agent - Value: (not stated) - Effective: 2023-09-28 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Material Agreements Syneos Health, Inc. terminated Company 2029 Indenture with Wells Fargo Bank, National Association, as trustee valued at (not stated) (effective 2023-09-28). - Action: termination - Agreement: notes offering - Counterparty: Wells Fargo Bank, National Association, as trustee - Value: (not stated) - Effective: 2023-09-28 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm - Material Agreements Syneos Health, Inc. entered into Notes with (not stated) valued at $1,000,000,000 aggregate principal amount of 9.00% Senior Secured Notes due 2030 (effective 2023-09-28). - Action: entry - Agreement: notes offering - Counterparty: (not stated) - Value: $1,000,000,000 aggregate principal amount of 9.00% Senior Secured Notes due 2030 - Effective: 2023-09-28 source text: On September 28, 2023, Parent issued $1,000,000,000 aggregate principal amount of 9.00% Senior Secured Notes due 2030 (the “ Notes ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1610950/000119312523245005/0001193125-23-245005-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.