|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/29/20 Syneos Health, Inc. 10-Q 9/30/20 88:13M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.15M
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 371K
Liquidation or Succession
3: EX-10.1 Material Contract HTML 104K
4: EX-10.2 Material Contract HTML 375K
5: EX-10.3 Material Contract HTML 61K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 28K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 28K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 26K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 26K
16: R1 Cover Page HTML 77K
17: R2 Condensed Consolidated Statements of Operations HTML 101K
(Unaudited)
18: R3 Condensed Consolidated Statements of Comprehensive HTML 42K
Income (Loss) (Unaudited)
19: R4 Condensed Consolidated Statements of Comprehensive HTML 32K
Income (Loss) (Unaudited) (Parenthetical)
20: R5 Condensed Consolidated Balance Sheets (Unaudited) HTML 124K
21: R6 Condensed Consolidated Balance Sheets (Unaudited) HTML 41K
(Parenthetical)
22: R7 Condensed Consolidated Statements of Cash Flows HTML 114K
(Unaudited)
23: R8 Condensed Consolidated Statements of Shareholders' HTML 90K
Equity (Unaudited)
24: R9 Basis of Presentation and Changes in Significant HTML 33K
Accounting Policies
25: R10 Financial Statement Details HTML 321K
26: R11 Long-Term Debt Obligations HTML 92K
27: R12 Derivatives HTML 56K
28: R13 Fair Value Measurements HTML 230K
29: R14 Restructuring and Other Costs HTML 55K
30: R15 Shareholders' Equity HTML 114K
31: R16 Earnings Per Share HTML 100K
32: R17 Income Taxes HTML 35K
33: R18 Revenue from Contracts with Customers HTML 32K
34: R19 Segment Information HTML 194K
35: R20 Operations by Geographic Location HTML 97K
36: R21 Concentration of Credit Risk HTML 28K
37: R22 Related-Party Transactions HTML 29K
38: R23 Commitments and Contingencies HTML 35K
39: R24 Subsequent Events HTML 27K
40: R25 Basis of Presentation and Changes in Significant HTML 37K
Accounting Policies (Policies)
41: R26 Financial Statement Details (Tables) HTML 327K
42: R27 Long-Term Debt Obligations (Tables) HTML 91K
43: R28 Derivatives (Tables) HTML 54K
44: R29 Fair Value Measurements (Tables) HTML 230K
45: R30 Restructuring and Other Costs (Tables) HTML 52K
46: R31 Shareholders' Equity (Tables) HTML 111K
47: R32 Earnings Per Share (Tables) HTML 98K
48: R33 Segment Information (Tables) HTML 189K
49: R34 Operations by Geographic Location (Tables) HTML 100K
50: R35 Basis of Presentation and Changes in Significant HTML 61K
Accounting Policies - Narrative (Details)
51: R36 Financial Statement Details - Narrative (Details) HTML 30K
52: R37 Financial Statement Details - Accounts Receivable HTML 33K
and Unbilled Services, net (Details)
53: R38 Financial Statement Details - Schedule of Goodwill HTML 41K
(Details)
54: R39 Financial Statement Details - Transaction and HTML 36K
Integration-Related Expenses (Details)
55: R40 Financial Statement Details - Accumulated Other HTML 44K
Comprehensive Loss, Net of Taxes (Details)
56: R41 Financial Statement Details - Tax Effects HTML 48K
Allocated to Each Component of Other Comprehensive
(Loss) Income (Details)
57: R42 Financial Statement Details - Other Expense HTML 33K
(Income), Net (Details)
58: R43 Long-Term Debt Obligations - Schedule of Debt HTML 47K
Obligations (Details)
59: R44 Long-Term Debt Obligations - Narrative (Details) HTML 59K
60: R45 Long-Term Debt Obligations - Accounts Receivable HTML 52K
Financing Agreement (Details)
61: R46 Long-Term Debt Obligations - Contractual HTML 55K
Maturities of Debt Obligations (Details)
62: R47 Derivatives - Narrative (Details) HTML 36K
63: R48 Derivatives - Interest Rate Swaps Designated as HTML 43K
Hedging Instruments on Consolidated Balance Sheets
(Details)
64: R49 Fair Value Measurements - Schedule of Assets and HTML 66K
Liabilities Measured at Fair Value on a Recurring
Basis (Details)
65: R50 Fair Value Measurements - Schedule of Assets and HTML 33K
Liabilities Measured at Fair Value on a Recurring
Basis (Parenthetical) (Details)
66: R51 Fair Value Measurements - Reconciliation of HTML 34K
Changes in the Carrying Amount of Contingent
Consideration (Details)
67: R52 Fair Value Measurements - Narrative (Details) HTML 46K
68: R53 Fair Value Measurements - Schedule of Estimated HTML 39K
Fair Value (Details)
69: R54 Restructuring and Other Costs - Narrative HTML 36K
(Details)
70: R55 Restructuring and Other Costs - Schedule of HTML 40K
Restructuring and Related Costs (Details)
71: R56 Shareholders' Equity - Shares of Common Stock HTML 33K
Outstanding (Details)
72: R57 Shareholders' Equity - Narrative (Details) HTML 42K
73: R58 Shareholders' Equity - Repurchase Activity HTML 34K
(Details)
74: R59 Earnings Per Share - Schedule of Earnings Per HTML 58K
Share, Basic and Diluted (Details)
75: R60 Earnings Per Share - Narrative (Details) HTML 27K
76: R61 Income Taxes - Narrative (Details) HTML 42K
77: R62 Revenue from Contracts with Customers - Narrative HTML 37K
(Details)
78: R63 Segment Information (Details) HTML 68K
79: R64 Operations by Geographic Location - Total Revenue HTML 48K
by Geographic Area (Details)
80: R65 Operations by Geographic Location - Long-Lived HTML 38K
Assets by Geographic Area (Details)
81: R66 Concentration of Credit Risk - Narrative (Details) HTML 32K
82: R67 Related-Party Transactions - Narrative (Details) HTML 37K
83: R68 Commitments and Contingencies - Narrative HTML 41K
(Details)
84: R69 Subsequent Events - Additional Information HTML 30K
(Detail)
86: XML IDEA XML File -- Filing Summary XML 156K
15: XML XBRL Instance -- synh-10q_20200930_htm XML 3.18M
85: EXCEL IDEA Workbook of Financial Reports XLSX 95K
11: EX-101.CAL XBRL Calculations -- synh-20200930_cal XML 183K
12: EX-101.DEF XBRL Definitions -- synh-20200930_def XML 522K
13: EX-101.LAB XBRL Labels -- synh-20200930_lab XML 1.14M
14: EX-101.PRE XBRL Presentations -- synh-20200930_pre XML 921K
10: EX-101.SCH XBRL Schema -- synh-20200930 XSD 153K
87: JSON XBRL Instance as JSON Data -- MetaLinks 375± 574K
88: ZIP XBRL Zipped Folder -- 0001564590-20-048439-xbrl Zip 368K
Exhibit 10.1
EXECUTION VERSION
FOURTH AMENDMENT TO THE
PURCHASE AND SALE AGREEMENT
THIS FOURTH AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of September 25, 2020, is entered into among each of the entities listed on the signature pages hereto as a New Originator (each a “New Originator”, and collectively, the “New Originators”), each of the entities listed on the signature pages hereto as an Existing Originator (each, an “Existing Originator” and collectively, the “Existing Originators” and together with the New Originators, collectively, the “Originators” and each, an “Originator”), and SYNEOS HEALTH, LLC (f/k/a INC RESEARCH, LLC) (“Syneos Health”), as servicer (in such capacity, the “Servicer”) and SYNEOS HEALTH RECEIVABLES LLC (the “Buyer”).
Capitalized terms used but not otherwise defined herein (including such terms used above) have the respective meanings assigned thereto in the Purchase and Sale Agreement described below.
BACKGROUND
A.The parties hereto (except the New Originators) have entered into a Purchase and Sale Agreement, dated as of June 29, 2018 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Purchase and Sale Agreement”).
B.Concurrently herewith, the Buyer, as borrower, the Servicer and PNC Bank, National Association, as administrative agent and as a lender (the “Administrative Agent”) are entering into that certain Ninth Amendment to the Receivables Financing Agreement, dated as of the date hereof (the “RFA Amendment”).
C.Concurrently herewith, the Borrower, the Servicer, the Administrative Agent and Bank of America, N.A. are entering into that certain Third Amendment to the Deposit Account Control Agreement, dated as of the date hereof.
D.Each of the New Originators desires to become an Originator under the Purchase and Sale Agreement pursuant to Section 4.3 of the Purchase and Sale Agreement.
E.The parties hereto desire to join each of the New Originators to the Purchase and Sale Agreement and to amend the Purchase and Sale Agreement as hereinafter set forth.
NOW THEREFORE, with the intention of being legally bound hereby, and in consideration of the mutual undertakings expressed herein, each party to this Amendment hereby agrees as follows:
SECTION 1.Amendments to the Purchase and Sale Agreement. The Purchase and Sale Agreement is hereby amended as follows:
(a)With respect to each of the New Originators, each reference in the Purchase and Sale Agreement to “the Closing Date” or “the date hereof” when applicable to such New Originator shall be deemed to be a reference to “September 25, 2020”.
738117215 18569090
(b)With respect to the New Originators, each reference in the Purchase and Sale Agreement to “the Cut-Off Date” when applicable to the New Originator shall be deemed to be a reference to “August 31, 2020”.
(c)Section 1.5 of the Purchase and Sale Agreement is hereby amended by deleting the first sentence thereof and replacing it with the following:
“It is the express intent of each Originator and the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement of the Receivables, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as an absolute, irrevocable, valid and perfected sale (or contribution) and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Buyer be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator, and intend to treat each such conveyance as a “true sale” for all purposes under applicable law and accounting principles.”
(d)Section 3.2(c) of the Purchase and Sale Agreement is hereby amended and restated as follows:
“(c) Third, to the extent any portion of the Purchase Price remains unpaid, an Intercompany Loan shall automatically be made by such Originator to the Buyer with an initial principal amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum amount such that the Intercompany Loan Ratio shall not exceed 15%.”
(e)The proviso to Section 3.2 of the Purchase and Sale Agreement is hereby amended by adding “or in any way obligate any Originator to maintain or preserve the Buyer’s financial condition or cause the Buyer to achieve certain levels of operating results” at the end of such proviso.
(f)A new clause (vii) is hereby added to Section 6.1(b) of the Purchase and Sale Agreement to read as follows:
“(vii)Intercompany Loan Ratio. That the Intercompany Loan Ratio equals or exceeds 15%.”
|
738117215 18569090 |
2 |
|
(g)Section 9.1(s) of the Purchase and Sale Agreement is hereby amended and restated as follows:
“(s)any liability under Section 5.03 of the Receivables Financing Agreement; provided that, the collective obligations of the Originators with respect to any liability pursuant to this clause (s) shall be limited to 10% of the Outstanding Balance as of the date any such liability accrues; or”
(h)Schedule I to the Purchase and Sale Agreement is hereby replaced in its entirety with Schedule I attached hereto.
(i)Schedule II to the Purchase and Sale Agreement is hereby replaced in its entirety with Schedule II attached hereto.
(j)Schedule III to the Purchase and Sale Agreement is hereby replaced in its entirety with Schedule III attached hereto.
(k)Schedule IV to the Purchase and Sale Agreement is hereby replaced in its entirety with Schedule IV attached hereto.
(l)Exhibit B to the Purchase and Sale Agreement is hereby amended by deleting the proviso in Section 2(b) of such Exhibit B and replacing such proviso with “provided, however, that no Intercompany Loan shall be made by the Intercompany Lender on any Payment Date if the Intercompany Loan Ratio would exceed 15% after giving effect thereto”.
SECTION 2.Joinder. Each of the New Originators hereby absolutely and unconditionally agrees to become a party to the Purchase and Sale Agreement as an “Originator” thereunder and to be bound by all of the provisions thereof, including the provisions of Article IX thereof. For greater certainty, each New Originator hereby acknowledges that pursuant to (i) Section 1.2 of the Purchase and Sale Agreement, on and after the date hereof it hereby sells all of its right, title and interest in, to and under the Receivables, the Related Rights with respect thereto and all proceeds of the foregoing to the Buyer and (ii) Section 1.5 of the Purchase and Sale Agreement, it has granted and hereby grants a security interest to Buyer in, to and under all of such New Originator’s right, title and interest in and to: (A) the Receivables and the Related Rights now existing and hereafter arising transferred or purported to be transferred by such New Originator under the Purchase and Sale Agreement, (B) all monies due or to become due and all amounts received with respect thereto and (C) all books and records of such New Originator to the extent related to any of the foregoing, to secure such New Originator’s obligations under the Purchase and Sale Agreement. Upon effectiveness of this Amendment, each New Originator shall be an “Originator” for all purposes of the Purchase and Sale Agreement and each of the other Transaction Documents. Each New Originator further acknowledges that it has received copies of the Purchase and Sale Agreement and the other Transaction Documents. Each of the parties hereto hereby agrees that the provisions of this Amendment are in all material respects equivalent in form to the “Joinder Agreement” set forth as Exhibit C to the Purchase and Sale Agreement.
|
738117215 18569090 |
3 |
|
SECTION 3.Representations and Warranties of the Originators. Each Originator hereby represents and warrants as of the date hereof as follows:
(a)Representations and Warranties. The representations and warranties made by it in the Purchase and Sale Agreement and each of the other Transaction Documents to which it is a party are true and correct as of the date hereof.
(b)Enforceability. The execution and delivery by it of this Amendment, and the performance of its obligations under this Amendment, the Purchase and Sale Agreement (as amended hereby) and the other Transaction Documents to which it is a party are within its organizational powers and have been duly authorized by all necessary action on its part, and this Amendment, the Purchase and Sale Agreement (as amended hereby) and the other Transaction Documents to which it is a party are (assuming due authorization and execution by the other parties thereto) its valid and legally binding obligations, enforceable in accordance with their terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.
(c)No Event of Default. No Purchase and Sale Termination Event, Unmatured Purchase and Sale Termination Event, Event of Default or Unmatured Event of Default has occurred and is continuing, or would occur as a result of this Amendment or the transactions contemplated hereby.
(d)Intercompany Loan Balances. After giving effect to this Amendment and the sale of Receivables to the Buyer under the Purchase and Sale Agreement occurring on the date hereof, the ratio of (A) the aggregate outstanding principal balance of all Intercompany Loans on the date hereof to (B) the aggregate Purchase Price for all outstanding Receivables purchased on or prior to the date hereof does not exceed 5%.
SECTION 4.Effect of Amendment; Ratification. All provisions of the Purchase and Sale Agreement and the other Transaction Documents, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Purchase and Sale Agreement (or in any other Transaction Document) to “the Purchase and Sale Agreement”, “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Purchase and Sale Agreement shall be deemed to be references to the Purchase and Sale Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Purchase and Sale Agreement other than as set forth herein. The Purchase and Sale Agreement, as amended by this Amendment, is hereby ratified and confirmed in all respects.
SECTION 5.Effectiveness. This Amendment shall become effective concurrently with the effectiveness of the RFA Amendment.
SECTION 6.Severability. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
|
738117215 18569090 |
4 |
|
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
SECTION 7.Transaction Document. This Amendment shall be a Transaction Document for purposes of the Receivables Financing Agreement.
SECTION 8.Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart hereof by facsimile or other electronic means shall be equally effective as delivery of an originally executed counterpart. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SECTION 9.GOVERNING LAW AND JURISDICTION.
(a)THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).
(b)EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO (I) WITH RESPECT TO THE BUYER, THE ORIGINATORS AND THE SERVICER, THE EXCLUSIVE JURISDICTION, AND (II) WITH RESPECT TO EACH OF THE OTHER PARTIES HERETO, THE NON-EXCLUSIVE JURISDICTION, IN EACH CASE, OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING (I) IF BROUGHT BY THE BUYER, THE SERVICER, ANY ORIGINATOR OR ANY AFFILIATE THEREOF, SHALL BE HEARD AND DETERMINED, AND (II) IF BROUGHT BY ANY OTHER PARTY TO THIS AMENDMENT, MAY BE HEARD AND DETERMINED, IN EACH CASE, IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. NOTHING IN THIS SECTION 9 SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO BRING ANY ACTION OR PROCEEDING AGAINST THE BUYER OR THE SERVICER OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. EACH OF THE BUYER, EACH ORIGINATOR AND THE SERVICER HEREBY IRREVOCABLY WAIVES, TO THE
|
738117215 18569090 |
5 |
|
FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
SECTION 10.Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Purchase and Sale Agreement or any provision hereof or thereof.
[Signature pages follow]
|
738117215 18569090 |
6 |
|
IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their duly authorized officers as of the date first above written.
|
SYNEOS HEALTH, LLC, |
||
|
as the Servicer and as an Existing Originator |
||
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Jason Meggs |
|
Name: |
|
|
|
Title: |
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
INVENTIV COMMERCIAL SERVICES, LLC, |
||
|
as an Existing Originator |
||
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Jason Meggs |
|
Name: |
|
|
|
Title: |
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
ADDISON WHITNEY LLC, |
||
|
as a New Originator |
||
|
|
|
|
|
|
|
|
|
By: |
|
|
|
Name: |
|
|
|
Title: |
|
|
|
|
|
|
|
|
|
|
|
BIOSECTOR 2 LLC, |
||
|
as a New Originator |
||
|
|
|
|
|
|
|
|
|
By: |
|
|
|
Name: |
|
|
|
Title: |
|
|
|
738117215 18569090 |
S- 1 |
Fourth Amendment to the Purchase and Sale Agreement |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their duly authorized officers as of the date first above written.
|
SYNEOS HEALTH, LLC, |
||
|
as the Servicer and as an Existing Originator |
||
|
|
|
|
|
|
|
|
|
By: |
|
|
|
Name: |
|
|
|
Title: |
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
INVENTIV COMMERCIAL SERVICES, LLC, |
||
|
as an Existing Originator |
||
|
|
|
|
|
|
|
|
|
By: |
|
|
|
Name: |
|
|
|
Title: |
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
ADDISON WHITNEY LLC, |
||
|
as a New Originator |
||
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Sara Epstein |
|
Name: |
|
|
|
Title: |
|
Vice President and Assistant Secretary |
|
|
|
|
|
|
|
|
|
BIOSECTOR 2 LLC, |
||
|
as a New Originator |
||
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Sara Epstein |
|
Name: |
|
|
|
Title: |
|
Vice President and Assistant Secretary |
|
738117215 18569090 |
S- 1 |
Fourth Amendment to the Purchase and Sale Agreement |
|
CADENT MEDICAL COMMUNICATIONS, LLC, |
||
|
as a New Originator |
||
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Sara Epstein |
|
Name: |
|
|
|
Title: |
|
Vice President and Assistant Secretary |
|
|
|
|
|
|
|
|
|
CHAMBERLAIN COMMUNICATIONS GROUP LLC, |
||
|
as a New Originator |
||
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Sara Epstein |
|
Name: |
|
|
|
Title: |
|
Vice President and Assistant Secretary |
|
|
|
|
|
|
|
|
|
CHANDLER CHICCO AGENCY, L.L.C., |
||
|
as a New Originator |
||
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Sara Epstein |
|
Name: |
|
|
|
Title: |
|
Vice President |
|
|
|
|
|
|
|
|
|
GERBIG, SNELL/WEISHEIMER ADVERTISING, LLC, |
||
|
as a New Originator |
||
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Sara Epstein |
|
Name: |
|
|
|
Title: |
|
Vice President and Assistant Secretary |
|
738117215 18569090 |
S- 2 |
Fourth Amendment to the Purchase and Sale Agreement |
|
SYNEOS HEALTH MEDICAL COMMUNICATIONS, LLC, |
||
|
as a New Originator |
||
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Sara Epstein |
|
Name: |
|
|
|
Title: |
|
Vice President and Assistant Secretary |
|
|
|
|
|
|
|
|
|
NAVICOR GROUP, LLC, |
||
|
as a New Originator |
||
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Sara Epstein |
|
Name: |
|
|
|
Title: |
|
Vice President and Assistant Secretary |
|
|
|
|
|
|
|
|
|
PALIO + IGNITE, LLC, |
||
|
as a New Originator |
||
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Sara Epstein |
|
Name: |
|
|
|
Title: |
|
Vice President and Assistant Secretary |
|
|
|
|
|
|
|
|
|
THE SELVA GROUP, LLC |
||
|
as a New Originator |
||
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Sara Epstein |
|
Name: |
|
|
|
Title: |
|
Vice President and Assistant Secretary |
|
738117215 18569090 |
S- 3 |
Fourth Amendment to the Purchase and Sale Agreement |
|
SYNEOS HEALTH COMMUNICATIONS, INC., |
||
|
as a New Originator |
||
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Sara Epstein |
|
Name: |
|
|
|
Title: |
|
Vice President and Secretary |
|
|
|
|
|
|
|
|
|
TAYLOR STRATEGY PARTNERS, LLC, |
||
|
as a New Originator |
||
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Sara Epstein |
|
Name: |
|
|
|
Title: |
|
Vice President and Assistant Secretary |
|
738117215 18569090 |
S- 4 |
Fourth Amendment to the Purchase and Sale Agreement |
|
SYNEOS HEALTH RECEIVABLES LLC, |
||
|
as the Buyer |
||
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Robert Parks |
|
Name: |
|
|
|
Title: |
|
President |
|
738117215 18569090 |
S- 5 |
Fourth Amendment to the Purchase and Sale Agreement |
|
PNC BANK, NATIONAL ASSOCIATION, |
||
|
as Administrative Agent and as a Lender |
||
|
|
|
|
|
|
|
|
|
By: |
|
|
|
Name: |
|
|
|
Title: |
|
Senior Vice President |
|
738117215 18569090 |
S- 6 |
Fourth Amendment to the Purchase and Sale Agreement |
LIST AND LOCATION OF EACH ORIGINATOR
|
Originator |
Location |
|
Syneos Health, LLC |
Delaware |
|
inVentiv Commercial Services, LLC |
New Jersey |
|
Addison Whitney LLC |
North Carolina |
|
BioSector 2 LLC |
New York |
|
Cadent Medical Communications, LLC |
Ohio |
|
Chamberlain Communications Group LLC |
Delaware |
|
Chandler Chicco Agency, L.L.C. |
New York |
|
Gerbig, Snell/Weisheimer Advertising, LLC |
Ohio |
|
Syneos Health Medical Communications, LLC |
Ohio |
|
Navicor Group, LLC |
Ohio |
|
Palio + Ignite, LLC |
Ohio |
|
Syneos Health Communications, Inc. |
Ohio |
|
The Selva Group, LLC |
Ohio |
|
Taylor Strategy Partners, LLC |
Ohio |
|
738117215 18569090 |
Schedule I-1 |
Purchase and Sale Agreement (QINC) |
LOCATION OF BOOKS AND RECORDS OF ORIGINATORS
|
Originator |
Location of Books and Records |
|
Syneos Health, LLC |
1030 Sync Street, Morrisville, NC 27560 |
|
inVentiv Commercial Services, LLC |
|
|
Addison Whitney LLC |
|
|
BioSector 2 LLC |
|
|
CADENT MEDICAL COMMUNICATIONS, LLC |
|
|
Chamberlain Communications Group LLC |
|
|
CHANDLER CHICCO AGENCY, L.L.C. |
|
|
GERBIG, SNELL/WEISHEIMER ADVERTISING, LLC |
|
|
Syneos Health Medical Communications, LLC |
|
|
NAVICOR GROUP, LLC |
|
|
Palio + Ignite, LLC |
|
|
Syneos Health Communications, Inc. |
|
|
THE SELVA GROUP, LLC |
|
|
Taylor Strategy Partners, LLC |
|
738117215 18569090 |
Schedule II-1 |
Purchase and Sale Agreement (QINC) |
TRADE NAMES
Syneos Health, LLC
Syneos Health, LLC was formerly known as INC Research, LLC, INC Research, Inc., and Integrated Neuroscience Consortium, Inc.
Syneos Health has been used as a trade name since January 4, 2018.
Syneos Health, LLC has qualified to do business in the State of California.
inVentiv Commercial Services, LLC
inVentiv Commercial Services, LLC was formerly known as Ventiv Commercial Services, LLC, Ventiv Pharma Services, LLC, and Ventiv Health US. Sales LLC.
Syneos Health has been used as a trade name since January 4, 2018.
inVentiv Commercial Services, LLC has qualified to do business in the State of New Jersey and the State of Texas under the name “inVentiv Commercial, LLC”.
Addison Whitney LLC
Addison Whitney LLC was formerly known as AW Acquisition LLC.
BioSector 2 LLC
BioSector 2 LLC was formerly known as Sector 2 LLC.
Cadent Medical Communications, LLC
Cadent Medical Communications, LLC was formerly known as S.G. Madison & Associates, LLC.
Cadent Medical Communications, LLC has qualified to do business in the State of Ohio under the name “Cadent Medical Communications”.
Chamberlain Communications Group LLC
Chamberlain Communications Group LLC was formerly known as Chamberlin Communications LLC.
Chandler Chicco Agency, L.L.C.
N/A
|
738117215 18569090 |
Schedule III-1 |
Purchase and Sale Agreement |
Gerbig, Snell/Weisheimer Advertising, LLC
N/A
Syneos Health Medical Communications, LLC
Syneos Health Medical Communications, LLC was formerly known as inVentiv Medical Communications, LLC and inVentiv Medical Education Group, LLC.
Navicor Group, LLC
N/A
Palio + Ignite, LLC
Palio + Ignite, LLC was formerly known as Palio Communications, LLC.
The Selva Group, LLC
N/A
Syneos Health Communications, Inc.
Syneos Health Communications, Inc. was formerly known as inVentiv Health Communications, Inc, inVentiv Communications, Inc., inChord Communications, Inc., Gerbig, Snell/Weisheimer & Associates, Inc., and Gerbig, Snell, Weisheimer & Associates, Inc.
Syneos Health Communications, Inc. has qualified to do business in the state of New York under the name “inVentiv Communications, Inc.”
Taylor Strategy Partners, LLC
Taylor Strategy Partners, LLC was formerly known as Taylor Search Partners, LLC
|
738117215 18569090 |
Schedule III-2 |
Purchase and Sale Agreement |
NOTICE ADDRESSES
If to Syneos Health, LLC:
Syneos Health, LLC
c/o Syneos Health, Inc.
1030 Sync Street
Attention: General Counsel
with a copy to:
Latham & Watkins LLP
885 3rd Avenue
Attention: Graeme Smyth, Esq.
If to inVentiv Commercial Services, LLC:
inVentiv Commercial Services, LLC
c/o Syneos Health, Inc.
1030 Sync Street
Attention: General Counsel
with a copy to:
Latham & Watkins LLP
885 3rd Avenue
Attention: Graeme Smyth, Esq.
If to Addison Whitney LLC:
Addison Whitney LLC
c/o Syneos Health, Inc.
1030 Sync Street
Attention: General Counsel
with a copy to:
Latham & Watkins LLP
885 3rd Avenue
Attention: Graeme Smyth, Esq.
|
738117215 18569090 |
Schedule IV-1 |
|
If to BioSector 2 LLC:
BioSector 2 LLC
c/o Syneos Health, Inc.
1030 Sync Street
Attention: General Counsel
with a copy to:
Latham & Watkins LLP
885 3rd Avenue
Attention: Graeme Smyth, Esq.
If to Cadent Medical Communications, LLC :
Cadent Medical Communications, LLC
c/o Syneos Health, Inc.
1030 Sync Street
Attention: General Counsel
with a copy to:
Latham & Watkins LLP
885 3rd Avenue
Attention: Graeme Smyth, Esq.
If to Chamberlain Communications Group LLC :
Chamberlain Communications Group LLC
c/o Syneos Health, Inc.
1030 Sync Street
Attention: General Counsel
with a copy to:
Latham & Watkins LLP
885 3rd Avenue
Attention: Graeme Smyth, Esq.
|
738117215 18569090 |
Schedule IV-2 |
|
If to Chandler Chicco Agency, L.L.C.:
Chandler Chicco Agency, L.L.C.
c/o Syneos Health, Inc.
1030 Sync Street
Attention: General Counsel
with a copy to:
Latham & Watkins LLP
885 3rd Avenue
Attention: Graeme Smyth, Esq.
If to Gerbig, Snell/Weisheimer Advertising, LLC:
Gerbig, Snell/Weisheimer Advertising, LLC
c/o Syneos Health, Inc.
1030 Sync Street
Attention: General Counsel
with a copy to:
Latham & Watkins LLP
885 3rd Avenue
Attention: Graeme Smyth, Esq.
If to Syneos Health Medical Communications LLC:
Syneos Health Medical Communications LLC
c/o Syneos Health, Inc.
1030 Sync Street
Attention: General Counsel
with a copy to:
Latham & Watkins LLP
885 3rd Avenue
Attention: Graeme Smyth, Esq.
|
738117215 18569090 |
Schedule IV-3 |
|
Navicor Group, LLC
c/o Syneos Health, Inc.
1030 Sync Street
Attention: General Counsel
with a copy to:
Latham & Watkins LLP
885 3rd Avenue
Attention: Graeme Smyth, Esq.
If to Palio + Ignite, LLC:
Palio + Ignite, LLC
c/o Syneos Health, Inc.
1030 Sync Street
Attention: General Counsel
with a copy to:
Latham & Watkins LLP
885 3rd Avenue
Attention: Graeme Smyth, Esq.
If to The Selva Group, LLC:
The Selva Group, LLC
c/o Syneos Health, Inc.
1030 Sync Street
Attention: General Counsel
with a copy to:
Latham & Watkins LLP
885 3rd Avenue
Attention: Graeme Smyth, Esq.
|
738117215 18569090 |
Schedule IV-4 |
|
If to Syneos Health Communications, Inc.:
Syneos Health Communications, Inc.
c/o Syneos Health, Inc.
1030 Sync Street
Attention: General Counsel
with a copy to:
Latham & Watkins LLP
885 3rd Avenue
Attention: Graeme Smyth, Esq.
If to Taylor Strategy Partners, LLC:
Taylor Strategy Partners, LLC
c/o Syneos Health, Inc.
1030 Sync Street
Attention: General Counsel
with a copy to:
Latham & Watkins LLP
885 3rd Avenue
Attention: Graeme Smyth, Esq.
|
738117215 18569090 |
Schedule IV-5 |
|
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 10/29/20 | 8-K | ||
| Filed on: | 10/28/20 | 8-K | ||
| For Period end: | 9/30/20 | |||
| 9/25/20 | ||||
| 8/31/20 | ||||
| 6/29/18 | 8-K | |||
| 1/4/18 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/16/23 Syneos Health, Inc. 10-K 12/31/22 136:28M Donnelley … Solutions/FA 2/17/22 Syneos Health, Inc. 10-K 12/31/21 134:25M ActiveDisclosure/FA 2/18/21 Syneos Health, Inc. 10-K 12/31/20 130:23M ActiveDisclosure/FA 12/03/20 Syneos Health, Inc. 424B7 1:397K Donnelley … Solutions/FA |