UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 628, 2023

SYNEOS HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36730	27-3403111
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1030 Sync Street Morrisville, North Carolina		27560-5468
1030 Sync StreetMorrisville, North Carolina		27560-5468
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (919) 876-9300

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
Class A Common Stock, $0.01 par value per share	SYNH	The Nasdaq Stock Market LLC

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 7.01~~EXPLANATORY ~~Regulation~~NOTE ~~FD Disclosure.~~

AsOn ~~previously~~September ~~disclosed~~28, on2023, pursuant to that certain Agreement and Plan of Merger, dated as of May 10, 2023 (the “Merger Agreement”), by and among Syneos Health, Inc., a Delaware corporation (the “Company”), ~~entered into an Agreement and Plan of Merger (the “Merger Agreement”) with~~ Star Parent, Inc., a Delaware corporation (“Parent”), ~~and~~ Star Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”)~~. The Merger Agreement provides that~~, ~~upon the terms and subject to the satisfaction or waiver of the conditions set forth therein,~~ Merger Sub ~~will~~merged ~~merge~~ with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent.

~~Parent~~Pursuant ~~intends~~ to ~~share~~the ~~certain~~terms ~~supplemental~~of ~~information~~the ~~about~~Merger ~~the~~Agreement, ~~Company~~at ~~with~~the ~~potential~~effective ~~investors~~time asof itthe ~~seeks~~Merger to(the ~~raise~~“Effective ~~its~~Time”) ~~debt~~and ~~financing~~as toa ~~fund~~result of the Merger, aseach ~~described~~share inof Class A common stock of the Company’s ~~Definitive~~(“Common ~~Proxy~~Stock”) ~~Statement~~issued ~~filed~~and ~~with~~outstanding immediately prior to the ~~Securities~~Effective ~~and~~Time ~~Exchange~~was ~~Commission~~cancelled onand ~~June 27~~extinguished and, ~~2023.~~except ~~The~~with ~~Company~~respect ~~expects~~to ~~that~~shares ~~its~~held ~~existing~~by ~~Senior~~Parent ~~Notes~~or ~~due~~any ~~January~~subsidiary ~~2029~~of ~~will~~Parent be(or ~~redeemed~~any inof ~~connection~~their ~~with~~respective subsidiaries), by a subsidiary of the ~~Merger~~Company, ~~and~~in ~~related~~the ~~debt~~treasury ~~financing.~~of ~~The~~the Company or by a stockholder who properly exercised and ~~Parent’s~~perfected ~~joint~~appraisal ~~press~~of ~~release~~his, ~~announcing~~her ~~the~~or ~~financing~~its isshares ~~attached~~under ~~hereto~~Delaware aslaw, ~~Exhibit~~automatically ~~99.1.~~converted ~~Relevant~~into ~~excerpts~~and ofthereafter represented the ~~supplemental~~right ~~information~~ to bereceive ~~shared~~$43.00 ~~with~~in ~~investors~~cash ~~are~~without ~~provided~~interest ~~below:~~and minus any applicable withholding taxes (the “Merger Consideration”).

~~Certain~~In ~~Supplemental~~addition, ~~Metrics~~immediately prior to the Effective Time and as a result of the Merger:

~~The~~• ~~below~~Company ~~percentages~~Options. (a) each option to purchase shares of ~~revenue~~Common Stock with a per share exercise price that was less than the Merger Consideration that was outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, was cancelled, terminated, and converted into the right to receive a cash payment (without interest) equal to the product of (i) the Merger Consideration, net ~~revenue~~of bythe ~~business~~applicable ~~line~~per ~~are~~share ~~provided~~exercise ~~for~~price, and (ii) the ~~year~~aggregate ~~ended~~number ~~December 31~~of shares of Common Stock subject to the option, ~~2022:~~less any applicable withholding taxes and (b) each option to purchase shares of Common Stock with a per share exercise price that was equal to or greater than the Merger Consideration that was outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, was automatically terminated and cancelled for no consideration.

Business Line	% ofRevenue			% of NetRevenue (1)
Clinical Solutions
Full Service (“FSO”)		80	%		73	%
Functional Service (“FSP”)		13	%		19	%
Early Phase, Real World Evidence & Late Phase Services		7	%		8	%
Commercial Solutions
Deployment Solutions		68	%		66	%
Public Relations (“PR”) / Medical Communications		15	%		15	%
Advertising		9	%		10	%
Consulting Services & Other		8	%		9	%

•

Company Restricted Stock Unit Awards and Performance Stock Unit Awards. Each award of restricted stock units (“RSUs”) and performance stock units (“PSUs”) covering shares of Common Stock that was outstanding immediately prior to the Effective Time (other than the Specified Awards (as defined below)), was cancelled, terminated, and converted into a contingent right to receive an amount in cash (without interest) (a “Contingent Cash Award”) equal to the product of (i) the Merger Consideration and (ii) the aggregate number of shares of Common Stock subject to the award (with any performance-based goals with respect to PSU awards deemed to be achieved at the “target” level of performance or based on the actual level of achievement of performance goals, in each case, as set forth in the applicable PSU award agreement) (such amount, the “Award Consideration”), less any applicable withholding taxes. Each Contingent Cash Award will vest and become payable pursuant to the same time-vesting schedule applicable to the underlying RSU award or PSU award from which it was converted (including any accelerated vesting terms and conditions), subject to the holder’s continued employment with or service to Parent and its subsidiaries through the applicable vesting date.

• Specified Awards. Certain RSU awards and PSU awards set forth in the disclosure schedules delivered in connection with the Merger Agreement (1the “Specified Awards”) ~~Net~~that ~~revenue~~were isoutstanding immediately prior to the Effective Time were cancelled, terminated and converted into the right to receive a ~~non~~cash payment (without interest) equal to the Award Consideration, less any applicable withholding taxes, subject to claw-~~GAAP~~back ~~financial~~if ~~metric.~~the ~~See~~holder’s employment is terminated by the Company for “~~Information~~cause” ~~Regarding~~or ~~Non-GAAP~~by ~~Financial~~the ~~Metrics~~holder without “good reason,” ~~below~~in ~~for~~either acase ~~reconciliation~~prior to the ~~most~~first ~~comparable~~anniversary ~~GAAP~~of ~~equivalent~~the Effective Time. Holders of Specified Awards will receive an aggregate amount in cash not to exceed $20,000,000, with any remaining value converted into a Contingent Cash Award.

~~The~~Item ~~below~~1.01 isEntry ~~the~~into ~~Company’s~~a ~~previously~~Material ~~disclosed~~Definitive ~~Consolidated Statements of Operations for the six months ended June 30, 2023 and 2022 and the year ended December 31, 2022 and 2021:~~ Agreement.

	Six Months EndedJune 30,						Year EndedDecember 31,
(in thousands)	2023			2022			2022			2021
Consolidated Statements of Operations:
Revenue	$	2,722,880		$	2,696,992		$	5,393,082		$	5,212,970
Costs and operating expenses:
Direct costs (exclusive of depreciation and amortization)		2,159,912			2,079,329			4,138,816			3,994,484
Selling, general, and administrative expenses		344,040			279,206			547,254			570,765
Restructuring and other costs		95,328			24,540			56,641			22,816
Depreciation		43,950			41,820			86,053			73,832
Amortization		76,969			81,603			161,126			161,793
Total operating expenses		2,720,199			2,506,498			4,989,890			4,823,690
Income from operations		2,681			190,494			403,192			389,280
Total other expense, net:
Interest income		(2,236	)		(39	)		(1,609	)		(111	)

The information set forth in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

	Six Months EndedJune 30,						Year EndedDecember 31,
(in thousands)	2023			2022			2022		2021
Consolidated Statements of Operations:
Interest expense		64,664			33,867			82,397		79,252
Loss on extinguishment of debt		—			—			817		3,612
Other expense (income), net		14,754			(510	)		7,022		(8,633	)
Total other expense, net		77,182			33,318			88,627		74,120
(Loss) income before provision for income taxes		(74,501	)		157,176			314,565		315,160
Income tax (benefit) expense		(3,145	)		33,256			48,068		80,329
Net (loss) income	$	(71,356	)	$	123,920		$	266,497	$	234,831

Parent funded the acquisition through equity and debt financing. Additional information regarding the equity and debt financing is contained in the definitive proxy statement of the Company (the “Proxy Statement”), filed with the Securities and Exchange Commission (the “SEC”) on June 27, 2023, and the supplemental disclosure to the proxy statement of the Company (the “Proxy Supplement”), filed with the SEC on July 26, 2023, each of which are incorporated herein by reference.

	Six Months EndedJune 30,				Year EndedDecember 31,
	2023		2022		2022		2021
(in thousands, except ratios or as otherwise stated)
Other Supplemental Data:
Adjusted net income(1)	$	165,857	$	234,156	$	488,171	$	468,432
Clinical Solutions net new business awards (in millions)(2)						2,841.6		4,372.9
Clinical Solutions backlog (in millions)(3)		8,862.1		10,634.4		9,262.7		10,569.0
Reported EBITDA(1)		108,846		314,427		642,532		629,926
Management Adjusted EBITDA(1)		323,185		381,734		800,829		765,303
Adjusted EBITDA(1)						727,829

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. The Company and certain of its subsidiaries are guarantors under the New Credit Agreement. The obligations under the Credit Agreement are secured on a first priority basis by substantially all assets of the borrower and the guarantors (subject to certain exclusions and exceptions). The Credit Agreement includes representations and warranties, covenants, events of default and other provisions that are customary for facilities of these types.

~~(1)~~On ~~Adjusted~~September 28, ~~net income~~2023, ~~Reported~~Parent ~~EBITDA~~issued $1,000,000,000 ~~Management~~aggregate ~~Adjusted~~principal ~~EBITDA~~amount ~~and~~of ~~Adjusted~~9.00% ~~EBITDA~~Senior ~~are~~Secured ~~non-GAAP~~Notes ~~financial~~due ~~metrics.~~2030 ~~See~~(the “~~Information~~Notes”). ~~Regarding~~The ~~Non-GAAP~~Notes ~~Financial~~are ~~Metrics”~~secured ~~below~~on ~~for~~ a ~~reconciliation~~first priority basis by substantially all assets of ~~each~~the borrower and the guarantors (subject to certain exclusions and exceptions). The indenture governing the ~~most~~Notes ~~comparable~~includes ~~GAAP~~representations ~~equivalent~~and warranties, covenants, events of default and other provisions that are customary for facilities of these types.

~~(2)~~Item ~~Clinical~~1.02. ~~Solutions~~Termination ~~net new business awards represent new business awards~~ of ~~the~~Material ~~Clinical~~Definitive ~~Solutions segment, net of cancellations and are presented on a trailing twelve month basis~~Agreements.

~~(3)~~The ~~Clinical~~information ~~Solutions~~provided ~~backlog~~in ~~is presented as of~~ the ~~last~~Explanatory ~~day~~Note of ~~the~~this ~~period~~Current ~~shown~~Report ~~and~~on ~~represents~~Form ~~anticipated~~8-K ~~revenue~~(this ~~for~~“Report”) ~~work not yet completed or performed under executed contracts and other forms of written confirmation, where there~~ is ~~sufficient~~incorporated orherein ~~reasonable~~by ~~certainty about the customer’s availability and intent to fund~~reference. Our backlog also reflects any cancellation or adjustment activity related to these awards. The Company’s backlog policy is conservative relative to the industry, as the Clinical Solutions awards and backlog policy requires that work must be expected to begin within six months of the end of the quarter in which the award was recognized in order to be added to the backlog. FSP awards are only booked on a twelve-month basis.

~~The~~On ~~Company’s~~September ~~Clinical~~28, ~~Solutions~~2023, ~~book-to-bill~~in ~~ratio~~connection ~~excluding~~with ~~reimbursable~~the ~~out-~~consummation of~~-pocket~~ ~~expenses~~the ~~for~~Merger, the ~~three~~Company ~~months~~repaid ~~ended~~in ~~June~~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 304, ~~2023~~2022 ~~was~~among 0the Company, as administrative borrower, Syneos Health US, Inc.~~9x.~~, ~~Clinical~~as ~~Solutions~~borrower, ~~book-~~the lenders party thereto from time to~~-bill~~ ~~ratio~~time, ~~excluding~~and ~~reimbursable~~JPMorgan ~~out-of-pocket~~Chase ~~expenses~~Bank, ~~represents~~N.A., ~~Clinical~~as ~~Solutions~~administrative ~~net~~agent ~~new~~and ~~business~~collateral ~~awards~~agent (as amended, ~~excluding~~modified ~~reimbursable~~or ~~out-of-pocket~~otherwise ~~expenses~~supplemented) (the “Company Credit Agreement”), ~~divided~~and byterminated ~~Clinical~~all ~~Solutions~~commitments ~~revenue,~~thereunder. ~~excluding~~The ~~reimbursable~~termination ~~out-~~of~~-pocket~~ ~~expenses,~~the inCompany ~~each~~Credit ~~case~~Agreement ~~for~~became effective at the ~~respective~~Effective ~~period~~Time.

~~Information~~On ~~Regarding~~September ~~Non-GAAP~~28, ~~Financial~~2023, ~~Metrics~~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. The termination of the Company Receivables Financing Agreement became effective at the Effective Time.

~~This~~On ~~Current~~September ~~Report~~28, on2023, ~~Form~~in ~~8-K~~connection ~~(“Form~~with ~~8-K”)~~the ~~includes~~consummation ~~certain~~of ~~supplemental~~the ~~financial~~Merger, ~~measures of~~ the Company’s ~~performance~~satisfied ~~that~~and ~~have~~discharged ~~not~~all ~~been~~of ~~calculated~~its inobligations ~~accordance~~under ~~with~~that ~~GAAP,~~certain ~~including~~Indenture, ~~for~~dated ~~example,~~as ~~net~~of ~~revenue~~November 24, ~~adjusted net income~~2020, ~~Reported~~among ~~EBITDA~~the Company, ~~Management~~each ~~Adjusted~~of ~~EBITDA,~~the ~~and~~guarantors ~~Adjusted~~party ~~EBITDA.~~thereto ~~Parent~~and ~~anticipates~~Wells ~~that~~Fargo ~~each~~Bank, ofNational ~~the~~Association, ~~non-GAAP~~as ~~measures~~trustee ~~noted~~(together inwith ~~this~~any ~~Form~~supplemental ~~8-K~~indentures ~~will~~thereunder beand ~~used~~including bythe ~~management~~terms and provisions of the ~~Board,~~Senior ~~following~~Notes ~~closing~~due of2029 issued thereunder, the ~~Merger~~“Company 2029 Indenture”), toand ~~evaluate~~delivered and irrevocably deposited funds sufficient for the ~~Company’s~~redemption ~~core~~of ~~operating~~all ~~results~~outstanding ~~because~~Senior ~~they~~Notes ~~exclude~~due ~~certain~~2029 ~~items~~issued ~~whose~~by ~~fluctuations~~the ~~from~~Company ~~period-to-period~~under dothe ~~not~~Company ~~necessarily~~2029 ~~correspond~~Indenture tointo ~~changes~~trust infor the ~~core~~benefit ~~operations~~ of the ~~business~~holders thereof.

~~Such~~Item non-GAAP financial measures are not prepared with a view towards compliance with published guidelines of the SEC, and are not measures of net income, operating income or any other performance measure derived in accordance with GAAP, and are subject to important limitations2.01. ~~These~~Completion ~~non-GAAP financial measures exclude or include amounts from the most directly comparable measure calculated and presented in accordance with GAAP in the statements~~ of ~~operations,~~Acquisition ~~balance sheets,~~ or ~~statements~~Disposition of ~~cash flows of the Company, and they do not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP~~Assets. Also, other companies might calculate these measures differently. Reconciliation of such non-GAAP financial measures to the most closely comparable financial measure calculated in accordance with GAAP are provided below.

~~Clinical~~The ~~Solutions~~information ~~Business~~provided ~~Unit~~in ~~Revenue~~the toExplanatory ~~Net~~Note ~~Revenue~~of this Report is incorporated herein by reference.

~~Net~~The ~~revenue~~Proxy isStatement ~~defined~~and asthe ~~revenue~~Proxy ~~less~~Supplement ~~reimbursable~~contain ~~out-of-pocket~~additional ~~expenses.~~information ~~The~~about ~~table~~the ~~below~~Merger ~~shows~~and ~~each~~the ~~business~~other ~~unit’s~~transactions ~~revenue~~contemplated by the Merger Agreement, ~~reimbursable~~including ~~out-~~information concerning the interests of~~-pocket~~ ~~expenses~~directors, ~~and~~executive ~~net~~officers ~~revenue~~and ~~for~~affiliates of the ~~year~~Company ~~ended~~in ~~December 31,~~the ~~2022~~Merger.

Business Unit	FSO			FSP			EarlyPhase &Other			Total
Revenue	$	3,252.0		$	533.0		$	285.6		$	4,070.6
Reimbursable out-of-pocket expenses		(1,203.6	)		(11.0	)		(49.0	)		(1,263.6	)
Net Revenue	$	2,048.4		$	522.0		$	236.6		$	2,807.0

The foregoing description of the Merger Agreement and the Merger is not complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 to this Report and is incorporated herein by reference.

~~Commercial~~Item ~~Solutions~~2.03 ~~Business~~Creation ~~Unit~~of ~~Revenue~~a toDirect ~~Net~~Financial ~~Revenue~~Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

~~Net~~The ~~revenue~~information isset ~~defined~~forth asunder ~~revenue~~Item ~~less~~1.01 ~~reimbursable out-~~of~~-pocket~~ ~~expenses.~~this ~~The~~Current ~~table~~Report ~~below~~on ~~shows~~Form ~~each business unit’s revenue, reimbursable out~~8-~~of-pocket~~K ~~expenses~~is ~~and~~incorporated ~~net~~by ~~revenue~~reference ~~for~~into ~~the~~this ~~year~~Item ~~ended December 31, 2022~~2.03.

Business Unit	DeploymentSolutions			PR / MedicalCommunications			Advertising			ConsultingServices & Other			Total
Revenue	$	894.0		$	193.2		$	124.4		$	110.9		$	1,322.5
Reimbursable out-of-pocket expenses		(156.0	)		(29.4	)		(13.6	)		(4.6	)		(203.6	)
Net Revenue	$	738.0		$	163.8		$	110.8		$	106.3		$	1,118.9

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Adjusted~~The ~~Net~~information ~~Income~~provided in the Explanatory Note and Item 2.01 of this Report is incorporated herein by reference.

~~Adjusted~~On ~~net~~September ~~income~~28, is2023, ~~defined~~in asconnection ~~net~~with ~~income~~the ~~excluding~~consummation ~~amortization;~~of ~~restructuring~~the ~~and~~Merger, ~~other~~the ~~costs;~~Company ~~transaction,~~notified ~~integration-related,~~The ~~and~~Nasdaq ~~other~~Stock ~~expenses;~~Market ~~share-based~~LLC ~~compensation~~(“Nasdaq”) ~~expense;~~that ~~other~~a ~~income~~certificate of merger was filed with the Secretary of State of the State of Delaware for purposes of consummating the Merger. The Company requested that Nasdaq file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(~~expense~~b) of the Securities Exchange Act of 1934, ~~net;~~as ~~loss~~amended (the “Exchange Act”), on ~~extinguishment~~Form 25 in order to effect the delisting of ~~debt;~~the Common Stock from Nasdaq and the ~~income~~deregistration ~~tax~~of ~~effect~~the Common Stock under Section 12(b). As a result, trading of the ~~above~~Common ~~adjustments.~~Stock, ~~The~~which ~~below~~traded ~~table~~under ~~presents~~the aticker ~~reconciliation~~symbol ~~from~~“SYNH” ~~net~~on ~~income~~Nasdaq, was suspended prior to ~~adjusted~~the ~~net~~opening ~~income~~of trading on Nasdaq on September 28, 2023.

	Six Months EndedJune 30,						Year EndedDecember 31,
	2023			2022			2022			2021
(in thousands)
Adjusted net income:
Net (loss) income, as reported	$	(71,356	)	$	123,920		$	266,497		$	234,831
Amortization (a)		76,969			81,603			161,126			161,793
Restructuring and other costs (b)		95,328			24,540			56,641			22,816
Transaction, integration-related, and other expenses (c)		65,431			9,753			36,547			52,378
Share-based compensation expense (d)		38,826			33,524			57,270			65,204
Other income (expense), net (e)		14,754			(510	)		7,022			(8,633	)
Loss on extinguishment of debt (f)		—			—			817			3,612
Income tax adjustment to normalized rate (g)		(54,095	)		(38,674	)		(97,749	)		(63,569	)
Adjusted net income	$	165,857		$	234,156		$	488,171		$	468,432

Upon effectiveness of the Form 25, the Company intends to file a Certification and Notice of Termination on Form 15 with the SEC to deregister the Company’s Common Stock and suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~(a)~~Item ~~Represents~~3.03. ~~the~~Material ~~amortization~~Modification ofto ~~intangible~~Rights ~~assets~~of ~~associated~~Security ~~with acquired backlog, customer relationships, trade names and trademarks, intellectual property, patient communities, and acquired technologies~~Holders.

~~(b)~~The ~~Restructuring~~information ~~and~~provided ~~other~~in ~~costs~~the ~~consist~~Explanatory ~~primarily~~Note, ofItem ~~termination~~2.01, ~~costs~~Item ~~associated~~3.01, ~~with~~Item ~~abandonment~~5.01 and ~~closure~~Item of5.03 ~~redundant facilities and other lease-related charges and severance costs associated with reduction/optimization~~ of ~~our~~this ~~workforce~~Report asis ~~part~~incorporated ofherein ~~our~~by ~~business transformation initiatives~~reference.

~~(c)~~At ~~Represents~~the ~~fees~~Effective ~~associated~~Time, ~~with~~each ~~acquisitions,~~holder ~~debt~~of ~~placement~~Common ~~and~~Stock ~~refinancings,~~outstanding ~~and~~immediately ~~other~~prior ~~corporate~~to ~~costs~~the ~~that~~Effective ~~management~~Time ~~believes~~ceased ~~are~~to ~~not~~have ~~representative~~any ofrights ~~our~~as ~~operating~~a ~~performance,~~stockholder ~~including~~of ~~one-time~~the ~~costs~~Company ~~associated~~(other ~~with~~than ~~our~~the ~~business~~right ~~transformation~~to ~~initiatives,~~receive the ~~pending~~ Merger, ~~implementation~~Consideration ~~costs~~for ~~associated~~such ~~with~~shares apursuant ~~new~~to ~~enterprise~~the ~~resource~~terms ~~planning~~of ~~system, and incremental costs resulting from~~ the ~~war~~Merger ~~in Ukraine~~Agreement).

~~(d)~~Item ~~Represents~~5.01. ~~non-cash~~Changes ~~share-based~~in ~~compensation~~Control ~~expense~~of ~~related to awards granted under equity incentive plans~~Registrant.

~~(e)~~The ~~Other~~information ~~expense~~provided ~~(income),~~in ~~net~~the isExplanatory ~~comprised~~Note, ~~primarily~~Item ~~of foreign currency exchange gains and losses~~1.01, ~~other~~Item ~~gains~~2.01 and ~~losses~~Item ~~related~~5.02 toof ~~investments,~~this ~~and~~Report ~~contingent~~is ~~consideration~~incorporated ~~related~~herein toby ~~divested businesses~~reference.

~~(f)~~As ~~Loss~~a onresult ~~extinguishment~~of the consummation of ~~debt~~the isMerger, ~~associated~~a ~~with~~change ~~debt~~of ~~prepayments~~control of the Company occurred and ~~refinancing~~the ~~activities~~Company became a wholly owned subsidiary of Parent.

~~(g)~~Item ~~Represents~~5.02. ~~the~~Departure ~~income tax effect~~ of ~~the~~Directors ~~non-GAAP~~or ~~adjustments~~Certain ~~made~~Officers; toElection ~~arrive at adjusted net income using an estimated effective tax rate~~ of ~~approximately~~Directors; ~~23.5%~~Appointment ~~for the six months ended June 30, 2023 and June 30, 2022. Represents the income tax effect~~ of ~~the~~Certain ~~non-GAAP~~Officers; ~~adjustments~~Compensatory ~~made~~Arrangement ~~to arrive at adjusted net income using estimated effective tax rates~~ of ~~approximately~~Certain 23Officers.0% and 23.5% for the years ended December 31, 2022 and December 31, 2021, respectively. These rates have been adjusted to exclude tax impacts related to valuation allowances recorded against deferred tax assets.

~~Reported~~Directors ~~EBITDA, Management Adjusted EBITDA, Adjusted EBITDA~~

~~Reported~~Immediately ~~EBITDA~~prior ~~represents~~to ~~earnings~~the ~~before~~Effective ~~interest~~Time, ~~taxes,~~in ~~depreciation~~connection ~~and~~with ~~amortization.~~the ~~The~~consummation ~~Company~~of ~~defines~~the ~~Management~~Merger ~~Adjusted~~and ~~EBITDA~~in asaccordance ~~Reported~~with ~~EBITDA,~~the ~~further~~Merger ~~adjusted~~Agreement, toeach ~~exclude~~member ~~expenses~~of ~~and transactions that~~ the Company’s ~~believes~~board ~~are~~of ~~not~~directors ~~representative~~(except offor ~~its~~Michelle ~~core operations~~Keefe), ~~namely:~~resigned ~~restructuring~~from and ~~other~~ceased ~~costs;~~serving ~~transaction,~~on ~~integration-related,~~the ~~and~~Company’s ~~other~~board ~~expenses;~~of ~~share-based~~directors ~~compensation~~and ~~expense;~~any and ~~other~~all ~~income~~committees ~~(expense), net~~thereof. ~~The~~No ~~Company~~director ~~defines~~resigned ~~Adjusted EBITDA~~ as ~~Management~~a ~~Adjusted~~result ~~EBITDA,~~of ~~further~~any ~~adjusted~~disagreement towith ~~add expenses or exclude gains that~~ the Company ~~believes~~on ~~are~~any ~~not~~matter ~~representative~~relating ofto ~~its~~the ~~normal~~Company’s operations, ~~namely:~~policies ~~adding~~or ~~certain~~practices. The ~~bonus~~members ~~costs,~~of ~~excluding~~the ~~certain~~Company’s ~~gains~~board onof ~~sales~~directors ofimmediately ~~fleet~~prior ~~vehicles,~~to ~~and~~the ~~accounting~~Effective ~~for~~Time ~~other~~were ~~normalizing~~John ~~adjustments~~M. ~~The~~Dineen, ~~below~~Barbara ~~table~~W. ~~reconciles~~Bodem, ~~net~~Bernadette ~~income~~Connaughton, ~~the~~Michelle ~~most~~Keefe, ~~directly~~William ~~comparable~~E. ~~GAAP~~Klitgaard, ~~measure~~Kenneth F. Meyers, toMatthew ~~Reported~~E. ~~EBITDA~~Monaghan, ~~Management~~David ~~Adjusted~~Wilkes, ~~EBITDA~~M.D., and ~~Adjusted~~Alfonso ~~EBITDA~~G. Zulueta.

	Six Months EndedJune 30,					Year EndedDecember 31,
	2023			2022		2022		2021
(in thousands)
Reported EBITDA:
Net (loss) income, as reported	$	(71,356	)	$	123,920	$	266,497	$	234,831
Interest expense, net		62,428			33,828		80,788		79,141
Income tax (benefit) expense		(3,145	)		33,256		48,068		80,329
Depreciation		43,950			41,820		86,053		73,832
Amortization (a)		76,969			81,603		161,126		161,793
Reported EBITDA (b)	$	108,846		$	314,427	$	642,532	$	629,926

In connection with the consummation of the Merger and in accordance with the terms of the Merger Agreement, 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.

	Six Months EndedJune 30,						Year EndedDecember 31,
	2023			2022			2022		2021
(in thousands)
Management Adjusted EBITDA:
Net (loss) income, as reported	$	(71,356	)	$	123,920		$	266,497	$	234,831
Interest expense, net		62,428			33,828			80,788		79,141
Income tax (benefit) expense		(3,145	)		33,256			48,068		80,329
Depreciation		43,950			41,820			86,053		73,832
Amortization (a)		76,969			81,603			161,126		161,793
Restructuring and other costs (c)		95,328			24,540			56,641		22,816
Transaction, integration-related, and other expenses (d)		65,431			9,753			36,547		52,378
Share-based compensation (e)		38,826			33,524			57,270		65,204
Other expense (income), net (f)		14,754			(510	)		7,022		(8,633	)
Loss on extinguishment of debt (g)		—			—			817		3,612
Management Adjusted EBITDA	$	323,185		$	381,734		$	800,829	$	765,303

Equity Incentive Plans

	Year EndedDecember 31,2022
(in thousands)
Adjusted EBITDA:
Net (loss) income, as reported	$	266,497
Interest expense, net		80,788
Income tax (benefit) expense		48,068
Depreciation		86,053
Amortization (a)		161,126
Restructuring and other costs (c)		56,641
Transaction, integration-related, and other expenses (d)		36,547
Share-based compensation (e)		57,270
Other expense (income), net (f)		7,022
Loss on extinguishment of debt (g)		817
Bonus normalization (h)		(48,000	)
Gain on sale of fleet vehicles (i)		(15,000	)
Other normalizing adjustments		(10,000	)
Adjusted EBITDA	$	727,829

In accordance with the terms of the Merger Agreement, immediately prior to the Effective Time, each of the following equity compensation plans of the Company was terminated: (i) the 2018 Equity Incentive Plan, (ii) the Double Eagle Parent, Inc. 2016 Omnibus Equity Incentive Plan, (iii) the INC Research Holdings, Inc. 2010 Equity Incentive Plan, (iv) the INC Research Holdings, Inc. 2014 Equity Incentive Plan and (v) the 2016 Employee Stock Purchase Plan.

~~(a)~~Item ~~Represents~~5.03. ~~the~~Amendments ~~amortization~~to Articles of ~~intangible~~Incorporation ~~assets~~or ~~associated~~Bylaws; ~~with~~Change ~~acquired~~in ~~backlog,~~Fiscal ~~customer relationships, trade names and trademarks, intellectual property, patient communities, and acquired technologies~~Year.

~~(b)~~The ~~Reported~~information ~~EBITDA~~provided ~~for~~in ~~historical~~the ~~periods~~Explanatory ~~represents~~Note ~~EBITDA~~and asItem ~~previously~~2.01 ~~reported~~of ~~(except~~this ~~for~~Report ~~the~~is ~~six~~incorporated ~~months~~herein ~~ended~~by ~~June 30, 2023, which was not previously disclosed)~~reference.

~~(c)~~In ~~Restructuring~~accordance ~~and~~with ~~other~~the ~~costs~~terms ~~consist~~of ~~primarily~~the Merger Agreement, at the Effective Time, the certificate of ~~termination~~incorporation ~~costs~~of ~~associated~~the ~~with~~Company ~~abandonment~~in ~~and~~effect ~~closure~~immediately prior to the Effective Time continued to be the certificate of ~~redundant~~incorporation ~~facilities~~of the Company as the surviving corporation following the consummation of the Merger and ~~other~~the ~~lease~~by-~~related~~laws ~~charges~~of the Company were amended and ~~severance~~restated ~~costs~~in ~~associated~~their ~~with~~entirety ~~reduction/optimization~~to be in the form of ~~our~~the ~~workforce~~Fifth asAmended ~~part~~and Restated Bylaws of ~~our~~the ~~business~~Company, ~~transformation~~as ~~initiatives~~set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.

(d) Represents fees associated with acquisitions, debt placement and refinancings, ongoing sponsor management fees, and other corporate costs that management believes are not representative of our operating performance, including one-time costs associated with our business transformation initiatives, implementation costs associated with a new enterprise resource planning system, and incremental costs resulting from the war in Ukraine.

(e) Represents non-cash share-based compensation expense related to awards granted under equity incentive plans.

(f) Other expense, net is comprised primarily of foreign currency exchange gains and losses, other gains and losses related to investments, and contingent consideration related to divested businesses.

(g) Loss on extinguishment of debt is associated with debt prepayments and refinancing activities.

(h) In 2022, no bonuses were paid that were associated with the annual plan other than clinical consulting related bonuses. Syneos instituted a new plan in 2023 with specific targeted metrics in order to receive a pay-out.

(i) Vehicle sales were accelerated in 2022 to take advantage of macro-economic supply and demand factors driving unusually high prices for used vehicles. This adjustment utilized the 2019-2021 average to adjust the 2022 gain to historical levels.

The information in this Item 7.01 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. This Form 8-K and the information contained herein shall not constitute an offering to buy or sell securities of the Company.

Forward-Looking Statements

Certain statements contained in this Form 8-K may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements containing the words “predicts,” “plans,” “expects,” “anticipates,” “believes,” “goal,” “target,” “estimate,” “potential,” “may,” “might,” “could,” “see,” “seek,” “forecast,” and similar words. All statements, other than historical facts, including statements regarding the financing for the Merger and the expected retirement of the Company’s Senior Notes due January 2029, are forward-looking statements. The forward-looking statements are based on the Company’s current plans and expectations and involve risks and uncertainties which are, in many instances, beyond its control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and uncertainties include, among others: (i) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including the failure to close the proposed transaction by November 10, 2023; (ii) the failure to obtain certain required regulatory approvals to the completion of the proposed transaction or the failure to satisfy any of the other conditions to the completion of the proposed transaction; (iii) any difficulties of Star Parent, Inc., an affiliated entity of Elliott Investment Management, Patient Square Capital and Veritas Capital, in financing the transaction as a result of uncertainty or adverse developments in the debt or equity capital markets or otherwise; (iv) the effect of the announcement of the proposed transaction on the ability of the Company to retain and hire key personnel and maintain relationships with its key business partners and customers, and others with whom it does business, or on its operating results and businesses generally; (v) the response of competitors to the proposed transaction; (vi) risks associated with the disruption of management’s attention from ongoing business operations due to the proposed transaction; (vii) the ability to meet expectations regarding the timing and completion of the proposed transaction; (viii) significant costs associated with the proposed transaction; (ix) litigation relating to the proposed transaction; (x) restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities; and (xi) the risk factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as updated by the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, and its other filings with the Securities and Exchange Commission, copies of which are available free of charge on the Company’s website at investor.syneoshealth.com. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are included with this Form 8-K:


Exhibit No.		Description

2.1*		Agreement and Plan of Merger, dated as of May 10, 2023, by and among Syneos Health, Inc., Star Parent, Inc., and Star Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on May 10, 2023 (File No. 001-36730))

3.1		Certificate of Incorporation of Syneos Health, Inc.

3.2		Fifth Amended and Restated Bylaws of Syneos Health, Inc.

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

Exhibit No.
99.1		Press Release, dated September 6, 2023.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded with the Inline XBRL document.

*	The schedules to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such schedules to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		SYNEOS HEALTH, INC.
Date: September 6, 2023	By:	/s/ Michael J. Bonello
Date: September 28, 2023	By:	/s/ Jonathan Olefson
		Name:	Michael J. Bonello
		Name: Jonathan Olefson
		Title:	Chief Financial Officer
		Title: General Counsel and Corporate Secretary

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