Patient Square Capital, LP, Elliott Investment Management L.P. and Veritas Capital Fund Management, L.L.C entered into an agreement to acquire Syneos Health, Inc. (NasdaqGS:SYNH) from a group of shareholders for $4.6 billion on May 10, 2023. As part of consideration a consortium of private investment will pay $43 per share in cash for each share of Syneos Health. Upon completion of the transaction, Syneos Health will become a private company and shares of Syneos Health Class A common stock will no longer trade on the Nasdaq. The Company expects to maintain its headquarters in Morrisville, North Carolina. Goldman Sachs Bank USA, UBS Securities LLC, UBS AG, Stamford Branch, Royal Bank of Canada, RBC Capital Markets, Bank of Montreal, BMO Capital Markets Corp., HSBC Bank USA, National Association, HSBC Securities (USA) Inc., Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Citigroup Global Markets inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc., Jefferies Finance LLC, Macquarie Capital (USA) Inc., Macquarie Capital Funding LLC, Natixis, New York Branch, Truist Bank and Truist Securities have provided debt financing in an aggregate principal amount of up to $2,200 million in term loans, $1,500 million in bridge loans and a $500 million revolver. Buyers received equity commitments from the Sponsors in an aggregate amount of up to approximately $3.8 billion. As of September 6, 2023, Star Parent intends to offer $1.7 billion of aggregate principal amount of Senior Secured Notes due 2030 and intends to use the proceeds from the offering together with other financing sources to fund the previously announced acquisition of Syneos Health.

The Syneos Health Board of Directors unanimously approved the merger agreement and intends to recommend that Syneos Health shareholders vote in favor of it at a Special Meeting of Stockholders, to be scheduled as soon as practicable. The transaction is subject to the approval of Syneos Health shareholders and the satisfaction of other customary closing conditions, including regulatory approvals, any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired or having been terminated. The transaction is not subject to a financing condition. The European Commission (EC) has received an application for approval of Syneos Health to be acquired by a consortium backed by hedge fund Elliott Investment Management. As of August 2, 2023, the transaction has been approved by stockholders of Syneos Health. The provisional deadline set for a ruling is August 28, 2023. The transaction is expected to close in the second half of 2023.

Joshua Dubofsky and Javier Stark of Latham & Watkins LLP acted as legal counsel, Ernst & Young LLP provided additional strategic advice, Centerview Partners and BofA Securities acted as financial advisors to Syneos Health. Richard J. Birns, Andrew Kaplan and Kristen P. Poole of Gibson Dunn & Crutcher LLP acted as legal advisor to Elliott. John M. Ilardo, Jason Kanner, Michael E. Weisser, Maggie D. Flores, Rohit A. Nafday, Zach Miller, Mark Schwed, Rohit Nafday, Paige Costakos, Mark Schwed, Alee Jamel and Daniel Wolf OF Kirkland & Ellis LLP acted as legal advisor to Patient Square and Richard Presutti and Lowell Dyer of Millbank LLP and Covington & Burling LLP acted as legal advisor to Veritas. Divya Mundra of AZB & Partners acted as legal advisor to Elliott Investment Management. Computershare Trust Company, National Association acted as transfer agent to Syneos Health, Inc. MacKenzie Partners, Inc. and Okapi Partners LLC acted as proxy solicitors to Syneos. Syneos has agreed to pay BofA Securities for its services in connection with the Merger an aggregate fee of $34.7 million, $2 million of which was payable upon delivery of BofA Securities? opinion and the remainder of which is payable contingent upon the consummation of the Merger. In connection with Centerview?s services as the financial advisor to the Board, the Company has agreed to pay Centerview an aggregate fee of approximately $52 million, $3 million of which was payable upon the rendering of Centerview?s opinion and the remainder of which is payable contingent upon consummation of the Transactions. Ryan Tomicic of Borden Ladner Gervais LLP served as legal advisor to Elliott Investment Management L.P, Patient Square Capital, LP and Veritas Capital Fund Management, L.L.C.

Patient Square Capital, LP, Elliott Investment Management L.P. and Veritas Capital Fund Management, L.L.C completed the acquisition of Syneos Health, Inc. (NasdaqGS:SYNH) from a group of shareholders on September 28, 2023.