0001140361-17-031154.txt : 20170810 0001140361-17-031154.hdr.sgml : 20170810 20170810170401 ACCESSION NUMBER: 0001140361-17-031154 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170801 FILED AS OF DATE: 20170810 DATE AS OF CHANGE: 20170810 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nelson Joshua M CENTRAL INDEX KEY: 0001375529 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36730 FILM NUMBER: 171022172 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ABBRECHT TODD M CENTRAL INDEX KEY: 0001260937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36730 FILM NUMBER: 171022173 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Fund VII Coinvestment Partners, L.P. CENTRAL INDEX KEY: 0001713702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36730 FILM NUMBER: 171022178 BUSINESS ADDRESS: STREET 1: C/O THOMAS H LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Coinvestment Partners, L.P. CENTRAL INDEX KEY: 0001429869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36730 FILM NUMBER: 171022177 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Operating Partners, L.P. CENTRAL INDEX KEY: 0001429868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36730 FILM NUMBER: 171022176 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMAS H. LEE ADVISORS, LLC CENTRAL INDEX KEY: 0001260943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36730 FILM NUMBER: 171022179 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FORMER NAME: FORMER CONFORMED NAME: LEE THOMAS H ADVISORS LLC DATE OF NAME CHANGE: 20030822 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Putnam Investments Employees' Securities Co III LLC CENTRAL INDEX KEY: 0001545929 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36730 FILM NUMBER: 171022174 BUSINESS ADDRESS: STREET 1: C/O THOMAS H.LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 -227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H.LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Great-West Investors LP CENTRAL INDEX KEY: 0001604101 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36730 FILM NUMBER: 171022175 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INC Research Holdings, Inc. CENTRAL INDEX KEY: 0001610950 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 273403111 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3201 BEECHLEAF COURT STREET 2: SUITE 600 CITY: RALEIGH STATE: NC ZIP: 27604 BUSINESS PHONE: 919-876-9300 MAIL ADDRESS: STREET 1: 3201 BEECHLEAF COURT STREET 2: SUITE 600 CITY: RALEIGH STATE: NC ZIP: 27604 3 1 form3.xml FORM 3 X0206 3 2017-08-01 0 0001610950 INC Research Holdings, Inc. INCR 0001260943 THOMAS H. LEE ADVISORS, LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001713702 THL Fund VII Coinvestment Partners, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001429869 THL Coinvestment Partners, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001429868 THL Operating Partners, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001604101 Great-West Investors LP C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001545929 Putnam Investments Employees' Securities Co III LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001260937 ABBRECHT TODD M C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001375529 Nelson Joshua M C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true Class A Common Stock 25239664 I See footnotes See Exhibit 99.1 for text of footnote (1). See Exhibit 99.1 for text of footnote (2). See Exhibit 99.1 for text of footnote (3). Exhibit 99.1 and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 3 is the second of two Forms 3 being filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by Designated Filer Thomas H. Lee Advisors, LLC. Thomas H. Lee Advisors, LLC By: THL Holdco, LLC, its Managing Member By: /s/ Charles P. Holden Title: Managing Director 2017-08-10 EX-99.1 2 ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Name and Address of Reporting Person:	Thomas H. Lee Advisors, LLC
	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02210

Issuer Name and Ticker or Trading Symbol:	INC Research Holdings, Inc. [INCR]

Date of Event Requiring Statement:	August 1, 2017
(Month/Day/Year)

Footnotes to Form 3

(1) This statement is being filed by the following Reporting Persons: Thomas H. Lee Advisors, LLC (“THL Advisors”),Thomas H. Lee Equity Fund VI, L.P. (“Equity Fund VI”); Thomas H. Lee Parallel (DT) Fund VI, L.P. (“(DT) Fund VI”); Thomas H. Lee Parallel Fund VI, L.P. (“Parallel Fund VI”); Thomas H. Lee Equity Fund VII, L.P. (“Equity Fund VII”); Thomas H. Lee Parallel Fund VII, L.P. (“Parallel Fund VII”); Thomas H. Lee Parallel (Cayman) Fund VII, L.P. (“Parallel (Cayman) Fund VII”); THL Executive Fund VII (“Executive Fund VII”); THL Equity Fund VII Investors (inVentiv), L.P. (“Equity Fund VII (inVentiv)”); THL Fund VII Coinvestment Partners, L.P. (“Fund VII Coinvest”); THL Coinvestment Partners, L.P. (“Coinvest Partners”); THL Operating Partners, L.P. (“THL Operating Partners”); Great-West Investors, L.P. (“Great-West Investors”); Putnam Investments Employees’ Securities Company III, LLC (“Putnam III”) (collectively, the “THL Funds”); Todd M. Abbrecht; and Joshua M. Nelson.

THL Advisors is the general partner of Thomas H. Lee Partners, L.P. (“THL”), which in turn is the sole member of THL Equity Advisors VI (“Equity Advisors VI”), the sole member of THL Equity Advisors VII (“Equity Advisors VII”) , and the general partner of THL Operating Partners, Fund VII Coinvest, and Coinvest Partners. Equity Advisors VI is the general partner of Equity Fund VI, (DT) Fund VI, and Parallel Fund VI. Equity Advisors VII is the general partner of Equity Fund VII, Parallel Fund VII, Parallel (Cayman) Fund VII, Executive Fund VII, and Equity Fund VII (inVentiv). THL Advisors is the attorney-in-fact of Great-West Investors and Putnam, LLC. Putnam, LLC is the managing member of Putnam Investments Holdings, LLC, which in turn is the managing member of Putnam III.

(2) Represents shares of the Issuer held directly by the following entities: 6,332,076 shares held by Equity Fund VI; 748,983 shares held by (DT) Fund VI; 4,287,744 shares held by Parallel Fund VI; 9,323,549 shares held by Equity Fund VII (inVentiv); 11,285 shares held by THL Operating Partners; 59,426 shares held by Coinvest Partners; 32,427 shares held by Great-West Investors; and 32,399 shares held by Putnam III. Represents shares of the Issuer held indirectly by the following entities, in each case through a wholly owned subsidiary the respective entity (the “Subsidiaries”): 1,429,259 shares held by Equity Fund VII; 1,127,743 shares held by Parallel Fund VII; 1,511,529 shares held by Parallel (Cayman) Fund VII; and 125,282 shares held by Executive Fund VII. Also represents 217,962 shares held indirectly by Fund VII Coinvest proportionally through the Subsidiaries.

(3) Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest.

EX-99.2 3 ex99_2.htm EXHIBIT 99.2

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	THL Fund VII Coinvestment Partners, L.P.

Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02110

Relationship of Joint Filer to Issuer:	10% Owner

Issuer Name and Ticker or Trading Symbol:	INC Research Holdings, Inc. [INCR]

Date of Event Requiring
Statement (Month/Day/Year):	August 1, 2017

Designated Filer:	Thomas H. Lee Advisors, LLC

Signature:

THL FUND VII COINVESTMENT PARTNERS, L.P.

By: Thomas H. Lee Partners, L.P., its General Partner

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:

/s/ Charles P. Holden
Name:	Charles P. Holden
Title:	Managing Director

August 10, 2017

Page 1 of 7

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	THL Coinvestment Partners, L.P.

Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02110

Relationship of Joint Filer to Issuer:	10% Owner

Issuer Name and Ticker or Trading Symbol:	INC Research Holdings, Inc. [INCR]

Date of Event Requiring
Statement (Month/Day/Year):	August 1, 2017

Designated Filer:	Thomas H. Lee Advisors, LLC

Signature:

THL COINVESTMENT PARTNERS, L.P.

By: Thomas H. Lee Partners, L.P., its General Partner

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:

/s/ Charles P. Holden
Name:	Charles P. Holden
Title:	Managing Director

August 10, 2017

Page 2 of 7

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	THL Operating Partners, L.P.

Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02110

Relationship of Joint Filer to Issuer:	10% Owner

Issuer Name and Ticker or Trading Symbol:	INC Research Holdings, Inc. [INCR]

Date of Event Requiring
Statement (Month/Day/Year):	August 1, 2017

Designated Filer:	Thomas H. Lee Advisors, LLC

Signature:

THL OPERATING PARTNERS, L.P.

By: Thomas H. Lee Partners, L.P., its General Partner

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:

/s/ Charles P. Holden
Name:	Charles P. Holden
Title:	Managing Director

August 10, 2017

Page 3 of 7

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	Great-West Investors, L.P.

Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02110

Relationship of Joint Filer to Issuer:	10% Owner

Issuer Name and Ticker or Trading Symbol:	INC Research Holdings, Inc. [INCR]

Date of Event Requiring
Statement (Month/Day/Year):	August 1, 2017

Designated Filer:	Thomas H. Lee Advisors, LLC

Signature:

GREAT-WEST INVESTORS, L.P.

By: Thomas H. Lee Partners, L.P., its Attorney-in-Fact

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:

/s/ Charles P. Holden
Name:	Charles P. Holden
Title:	Managing Director

August 10, 2017

Page 4 of 7

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	Putnam Investments Employees’ Securities Company III, LLC,

Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02110

Relationship of Joint Filer to Issuer:	10% Owner

Issuer Name and Ticker or Trading Symbol:	INC Research Holdings, Inc. [INCR]

Date of Event Requiring
Statement (Month/Day/Year):	August 1, 2017

Designated Filer:	Thomas H. Lee Advisors, LLC

Signature:

PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III, LLC

By: Putnam Investments Holdings, LLC, its Managing Member

By: Putnam, LLC, its Managing Member
By: Thomas H. Lee Partners, L.P., its Attorney-in-Fact

By: Thomas H. Lee Advisors, LLC, its General Partner

By: THL Holdco, LLC, its Managing Member

By:

/s/ Charles P. Holden
Name:	Charles P. Holden
Title:	Managing Director

August 10, 2017

Page 5 of 7

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	Todd M. Abbrecht

Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02110

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	INC Research Holdings, Inc. [INCR]

Date of Event Requiring
Statement (Month/Day/Year):	August 1, 2017

Designated Filer:	Thomas H. Lee Advisors, LLC

Signature:

By:

/s/ Todd M. Abbrecht
Name:	Todd M. Abbrecht

August 10, 2017

Page 6 of 7

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	Joshua M. Nelson

Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street, 35th Floor
	Boston, MA 02110

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	INC Research Holdings, Inc. [INCR]

Date of Event Requiring
Statement (Month/Day/Year):	August 1, 2017

Designated Filer:	Thomas H. Lee Advisors, LLC

Signature:

By:

/s/ Joshua M. Nelson
Name:	Joshua M. Nelson

August 10, 2017

Page 7 of 7