|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
7372
(Primary Standard Industrial
Classification Code Number) |
| |
82-2180925
(I.R.S. Employer
Identification Number) |
|
|
William B. Brentani
Simpson Thacher & Bartlett LLP 2475 Hanover Street Palo Alto, California 94304 Tel: (650) 251-5000 Fax: (650) 251-5002 |
| |
Jason M. Licht
Wesley C. Holmes Christopher J. Clark Latham & Watkins LLP 555 Eleventh Street, NW—Suite 1000 Washington, D.C. 20004 Tel: (202) 637-2200 Fax: (202) 637-2201 |
|
|
Large accelerated filer
☐
|
| | | | | | | |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| | | | | | | |
Smaller reporting company
☐
Emerging growth company
☒
|
|
|
CALCULATION OF REGISTRATION FEE
|
| |||||||||||||||||||||||||
|
TITLE OF EACH CLASS
OF SECURITIES TO BE REGISTERED |
| | |
AMOUNT TO BE
REGISTERED(1) |
| | |
PROPOSED MAXIMUM
OFFERING PRICE PER SHARE(2) |
| | |
PROPOSED MAXIMUM
AGGREGATE OFFERING PRICE(1)(2) |
| | |
AMOUNT OF
REGISTRATION FEE |
| |||||||||
|
Common stock, $0.01 par value per share
|
| | |
|
| | | | $ | | | | | | $ | | | | | | $ | | |
| TABLE OF CONTENTS | | | |||||
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| | | | | 49 | | | |
| | | | | 51 | | | |
| | | | | 54 | | | |
| | | | | 62 | | | |
| | | | | 62 | | |
| | |
NINE MONTHS ENDED September 30,
|
| |
YEAR ENDED DECEMBER 31,
|
| ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
| | |
(in thousands, except share and per share data)
|
| |||||||||||||||||||||||||||
Statement of operations and comprehensive loss data: | | ||||||||||||||||||||||||||||||
Revenues
|
| | | $ | 210,758 | | | | | $ | 178,889 | | | | | $ | 243,530 | | | | | $ | 208,511 | | | | | $ | 163,719 | | |
Cost of revenues
|
| | | | 82,327 | | | | | | 65,860 | | | | | | 100,765 | | | | | | 79,770 | | | | | | 71,043 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales and marketing
|
| | | | 13,423 | | | | | | 8,773 | | | | | | 19,202 | | | | | | 10,732 | | | | | | 9,416 | | |
Research and development
|
| | | | 13,862 | | | | | | 9,139 | | | | | | 19,644 | | | | | | 11,633 | | | | | | 10,478 | | |
General and administrative
|
| | | | 60,795 | | | | | | 36,125 | | | | | | 88,482 | | | | | | 47,926 | | | | | | 43,393 | | |
Intangible asset amortization
|
| | | | 28,527 | | | | | | 28,056 | | | | | | 37,414 | | | | | | 36,241 | | | | | | 31,625 | | |
Depreciation and amortization expense
|
| | | | 1,687 | | | | | | 1,836 | | | | | | 2,443 | | | | | | 2,596 | | | | | | 2,416 | | |
Total operating expenses
|
| | | | 118,294 | | | | | | 83,929 | | | | | | 167,185 | | | | | | 109,128 | | | | | | 97,328 | | |
(Loss) income from operations
|
| | | | 10,137 | | | | | | 29,100 | | | | | | (24,420) | | | | | | 19,613 | | | | | | (4,652) | | |
Other income (expenses): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | (13,549) | | | | | | (19,810) | | | | | | (25,296) | | | | | | (28,004) | | | | | | (27,802) | | |
Miscellaneous, net
|
| | | | 194 | | | | | | 456 | | | | | | (465) | | | | | | (760) | | | | | | (107) | | |
Total other (expenses)
|
| | | | (13,355) | | | | | | (19,354) | | | | | | (25,761) | | | | | | (28,764) | | | | | | (27,909) | | |
(Loss) income before income taxes
|
| | | | (3,218) | | | | | | 9,746 | | | | | | (50,181) | | | | | | (9,151) | | | | | | (32,561) | | |
(Benefit) provision of income taxes
|
| | | | 349 | | | | | | 4,696 | | | | | | (784) | | | | | | (225) | | | | | | 697 | | |
Net (loss) income
|
| | | | (3,567) | | | | | | 5,050 | | | | | | (49,397) | | | | | | (8,926) | | | | | | (33,258) | | |
Other comprehensive (loss) income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | (4,041) | | | | | | 513 | | | | | | 5,045 | | | | | | 433 | | | | | | (16,721) | | |
Change in fair value of interest rate
swap, net of tax |
| | | | 430 | | | | | | (1,530) | | | | | | (1,135) | | | | | | (4,283) | | | | | | 1,079 | | |
Reclassification of fair value of interest rate swap, net of tax
|
| | | | 2,268 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total other comprehensive (loss) income
|
| | | | (1,343) | | | | | | (1,017) | | | | | | 3,910 | | | | | | (3,850) | | | | | | (15,642) | | |
Comprehensive (loss) income
|
| | | $ | (4,910) | | | | | $ | 4,033 | | | | | $ | (45,487) | | | | | $ | (12,776) | | | | | $ | (48,900) | | |
|
| | |
NINE MONTHS ENDED
September 30, |
| |
YEAR ENDED DECEMBER 31,
|
| ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
Per share data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income per share attributable to common stockholders:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | (0.02) | | | | | $ | 0.04 | | | | | $ | (0.37) | | | | | $ | (0.07) | | | | | $ | (0.25) | | |
Diluted
|
| | | $ | (0.02) | | | | | $ | 0.04 | | | | | $ | (0.37) | | | | | $ | (0.07) | | | | | $ | (0.25) | | |
Weighted average common shares outstanding:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 147,894,227 | | | | | | 132,407,786 | | | | | | 133,247,212 | | | | | | 132,407,786 | | | | | | 132,407,786 | | |
Diluted
|
| | | | 147,894,227 | | | | | | 132,407,786 | | | | | | 133,247,212 | | | | | | 132,407,786 | | | | | | 132,407,786 | | |
| | |
NINE MONTHS ENDED
September 30, |
| |
YEAR ENDED DECEMBER 31,
|
| ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||
Cash flow data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating activities
|
| | | $ | 39,557 | | | | | $ | 32,129 | | | | | $ | 44,810 | | | | | $ | 38,025 | | | | | $ | 11,592 | | |
Investing activities
|
| | | | (20,599) | | | | | | (7,209) | | | | | | (8,612) | | | | | | (9,517) | | | | | | (73,905) | | |
Financing activities
|
| | | | 127,035 | | | | | | (24,103) | | | | | | 208,214 | | | | | | (8,489) | | | | | | 57,296 | | |
Cash paid for interest
|
| | | | 10,671 | | | | | | 21,077 | | | | | | 27,607 | | | | | | 26,428 | | | | | | 25,713 | | |
Cash paid for income taxes
|
| | | | 6,744 | | | | | | 6,675 | | | | | | 12,278 | | | | | | 4,109 | | | | | | 3,165 | | |
Non-GAAP Metrics: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA(1)
|
| | | $ | 75,531 | | | | | $ | 65,713 | | | | | $ | 87,877 | | | | | $ | 68,411 | | | | | $ | 44,964 | | |
Adjusted Net Income (Loss)(1)
|
| | | $ | 24,383 | | | | | $ | 9,003 | | | | | $ | 22,037 | | | | | $ | 839 | | | | | $ | (17,586) | | |
Adjusted Diluted Earnings Per Share(1)
|
| | | $ | 0.16 | | | | | $ | 0.06 | | | | | $ | 0.17 | | | | | $ | 0.01 | | | | | $ | (0.14) | | |
| | |
AS OF
September 30, 2021 |
| |
AS OF
DECEMBER 31, 2020 |
| ||||||
| | |
(in thousands)
|
| |||||||||
Balance sheet data: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 416,850 | | | | | $ | 271,382 | | |
Total assets
|
| | | | 1,414,789 | | | | | | 1,269,400 | | |
Total liabilities
|
| | | | 443,469 | | | | | | 447,268 | | |
Total stockholders’ equity
|
| | | | 971,320 | | | | | | 822,132 | | |
| | |
NINE MONTHS ENDED
September 30, |
| |
YEAR ENDED DECEMBER 31,
|
| ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||
Adjusted EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income(a)
|
| | | $ | (3,567) | | | | | $ | 5,050 | | | | | $ | (49,397) | | | | | $ | (8,926) | | | | | $ | (33,258) | | |
Interest expense(a)
|
| | | | 13,549 | | | | | | 19,810 | | | | | | 25,296 | | | | | | 28,004 | | | | | | 27,802 | | |
Interest income(a)
|
| | | | (255) | | | | | | (36) | | | | | | (44) | | | | | | (9) | | | | | | (9) | | |
(Benefit) provision for income taxes(a)
|
| | | | 349 | | | | | | 4,696 | | | | | | (784) | | | | | | (225) | | | | | | 697 | | |
Depreciation and amortization expense(a)
|
| | | | 1,687 | | | | | | 1,836 | | | | | | 2,443 | | | | | | 2,596 | | | | | | 2,416 | | |
Intangible asset amortization(a)
|
| | | | 30,436 | | | | | | 29,804 | | | | | | 40,310 | | | | | | 38,964 | | | | | | 34,595 | | |
Currency gain (loss) (a)
|
| | | | (189) | | | | | | (190) | | | | | | 715 | | | | | | 431 | | | | | | 23 | | |
Equity-based compensation expense(b)
|
| | | | 20,846 | | | | | | 2,286 | | | | | | 64,507 | | | | | | 1,691 | | | | | | 1,711 | | |
Acquisition-related expenses(c)
|
| | | | 9,713 | | | | | | 1,165 | | | | | | 1,456 | | | | | | 2,471 | | | | | | 6,718 | | |
Integration expense(d)
|
| | | | — | | | | | | 57 | | | | | | 78 | | | | | | 546 | | | | | | 2,822 | | |
Transaction related expenses(e)
|
| | | | 1,776 | | | | | | 487 | | | | | | 1,908 | | | | | | — | | | | | | — | | |
Severance expense(f)
|
| | | | — | | | | | | 361 | | | | | | 557 | | | | | | 2,057 | | | | | | 1,356 | | |
Reorganization expense(g)
|
| | | | — | | | | | | 190 | | | | | | 525 | | | | | | 222 | | | | | | — | | |
First-year Sarbanes-Oxley implementation costs(h)
|
| | | | 469 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Loss on disposal of fixed assets(i)
|
| | | | 304 | | | | | | 9 | | | | | | 19 | | | | | | 113 | | | | | | 91 | | |
Executive recruiting expense(j)
|
| | | | 413 | | | | | | 188 | | | | | | 288 | | | | | | 476 | | | | | | — | | |
Adjusted EBITDA
|
| | | $ | 75,531 | | | | | $ | 65,713 | | | | | $ | 87,877 | | | | | $ | 68,411 | | | | | $ | 44,964 | | |
|
| | |
NINE MONTHS ENDED
September 30, |
| |
YEAR ENDED DECEMBER 31,
|
| ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||
Adjusted Net Income (Loss): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income(a)
|
| | | $ | (3,567) | | | | | $ | 5,050 | | | | | $ | (49,397) | | | | | $ | (8,926) | | | | | $ | (33,258) | | |
Currency gain (loss) (a)
|
| | | | (189) | | | | | | (190) | | | | | | 715 | | | | | | 431 | | | | | | 23 | | |
Equity-based compensation expense(b)
|
| | | | 20,846 | | | | | | 2,286 | | | | | | 64,507 | | | | | | 1,691 | | | | | | 1,711 | | |
Acquisition-related expense(c)
|
| | | | 9,713 | | | | | | 1,165 | | | | | | 1,456 | | | | | | 2,471 | | | | | | 6,718 | | |
Integration expense(d)
|
| | | | — | | | | | | 57 | | | | | | 78 | | | | | | 546 | | | | | | 2,822 | | |
Transaction related expenses(e)
|
| | | | 1,776 | | | | | | 487 | | | | | | 1,908 | | | | | | — | | | | | | — | | |
Severance expense(f)
|
| | | | — | | | | | | 361 | | | | | | 557 | | | | | | 2,057 | | | | | | 1,356 | | |
Reorganization expense(g)
|
| | | | — | | | | | | 190 | | | | | | 525 | | | | | | 222 | | | | | | — | | |
First-year Sarbanes-Oxley implementation costs(h)
|
| | | | 469 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Loss on disposal of fixed assets(i)
|
| | | | 304 | | | | | | 9 | | | | | | 19 | | | | | | 113 | | | | | | 91 | | |
Executive recruiting expense(j)
|
| | | | 413 | | | | | | 188 | | | | | | 288 | | | | | | 476 | | | | | | — | | |
Income tax expense impact of adjustments(k)
|
| | | | (5,382) | | | | | | (600) | | | | | | 1,381 | | | | | | 1,758 | | | | | | 2,951 | | |
Adjusted Net Income (Loss)
|
| | | $ | 24,383 | | | | | $ | 9,003 | | | | | $ | 22,037 | | | | | $ | 839 | | | | | $ | (17,586) | | |
|
| | |
NINE MONTHS ENDED
September 30, |
| |
YEAR ENDED DECEMBER 31,
|
| ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||
Adjusted Diluted Earnings Per Share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted earnings per share(a)
|
| | | $ | (0.02) | | | | | $ | 0.04 | | | | | $ | (0.37) | | | | | $ | (0.07) | | | | | $ | (0.25) | | |
Currency gain (loss)(a)
|
| | | | — | | | | | | — | | | | | | 0.01 | | | | | | — | | | | | | — | | |
Equity-based compensation expense(b)
|
| | | | 0.13 | | | | | | 0.02 | | | | | | 0.48 | | | | | | 0.01 | | | | | | 0.01 | | |
Acquisition-related expense(c)
|
| | | | 0.06 | | | | | | — | | | | | | 0.01 | | | | | | 0.02 | | | | | | 0.05 | | |
Integration expense(d)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 0.01 | | | | | | 0.02 | | |
Transaction related expenses(e)
|
| | | | 0.02 | | | | | | — | | | | | | 0.01 | | | | | | — | | | | | | — | | |
Severance expense(f)
|
| | | | — | | | | | | — | | | | | | 0.01 | | | | | | 0.02 | | | | | | 0.01 | | |
Reorganization expense(g)
|
| | | | — | | | | | | — | | | | | | 0.01 | | | | | | — | | | | | | — | | |
Executive recruiting expense(j)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 0.01 | | | | | | — | | |
Income tax expense impact of adjustments(k)
|
| | | | (0.03) | | | | | | — | | | | | | 0.01 | | | | | | 0.01 | | | | | | 0.02 | | |
Adjusted Diluted Earnings (Loss) Per Share
|
| | | $ | 0.16 | | | | | $ | 0.06 | | | | | $ | 0.17 | | | | | $ | 0.01 | | | | | $ | (0.14) | | |
Diluted weighted average common shares outstanding
|
| | | | 147,894,227 | | | | | | 132,407,786 | | | | | | 133,247,212 | | | | | | 132,407,786 | | | | | | 132,407,786 | | |
Effect of potentially dilutive shares outstanding(l)
|
| | | | 4,584,295 | | | | | | — | | | | | | 229,383 | | | | | | — | | | | | | — | | |
Diluted weighted average common shares outstanding
|
| | | | 152,478,522 | | | | | | 132,407,786 | | | | | | 133,476,595 | | | | | | 132,407,786 | | | | | | 132,407,786 | | |
|
| | |
AS OF
September 30, 2021 |
| |||
| | |
(in thousands)
|
| |||
Cash and cash equivalents
|
| | | $ | 416,850 | | |
Long term debt, including current portion of long-term debt: | | | | | | | |
Credit Agreements:
|
| | | | | | |
Term loans
|
| | | $ | 301,245 | | |
Revolving credit facility
|
| | | | — | | |
Debt issuance costs
|
| | | | (6,042) | | |
Total debt
|
| | | | 295,203 | | |
Stockholders’ Equity: | | | | | | | |
Common stock, $0.01 par value, voting common stock; 600,000,000 shares authorized, 157,353,191 shares issued and outstanding
|
| | | | 1,574 | | |
Additional paid-in capital
|
| | | | 1,038,581 | | |
Accumulated deficit
|
| | | | (65,905) | | |
Accumulated other comprehensive loss
|
| | | | (2,930) | | |
Total stockholders’ equity
|
| | | | 971,320 | | |
Total capitalization
|
| | | $ | 1,266,523 | | |
|
NAME
|
| |
AGE
|
| |
POSITION
|
| |||
William F. Feehery
|
| | | | 51 | | | | Chief Executive Officer and Director | |
M. Andrew Schemick
|
| | | | 47 | | | | Chief Financial Officer | |
Robert Aspbury
|
| | | | 50 | | | | President, Simcyp | |
Justin Edge
|
| | | | 53 | | | | President, Regulatory and Access | |
Leif E. Pedersen
|
| | | | 57 | | | | President, Software | |
Patrick F. Smith
|
| | | | 51 | | | | President, Integrated Drug Development | |
Richard M. Traynor
|
| | | | 49 | | | | Senior Vice President and General Counsel | |
Jieun W. Choe
|
| | | | 47 | | | | Chief Strategy and Marketing Officer | |
Nicolette D. Sherman
|
| | | | 53 | | | | Chief Human Resources Officer | |
Sherilyn S. McCoy
|
| | | | 63 | | | | Chairman of the Board | |
James E. Cashman III
|
| | | | 68 | | | | Director | |
Eric C. Liu
|
| | | | 45 | | | | Director | |
Stephen M. McLean
|
| | | | 64 | | | | Director | |
Mason P. Slaine
|
| | | | 68 | | | | Director | |
Matthew Walsh
|
| | | | 55 | | | | Director | |
Ethan Waxman
|
| | | | 33 | | | | Director | |
Carol G. Gallagher
|
| | | | 57 | | | | Director | |
Cynthia Collins
|
| | | | 63 | | | | Director | |
Nancy Killefer
|
| | | | 67 | | | | Director | |
| | |
SHARES BENEFICIALLY
OWNED PRIOR TO THE OFFERING |
| |
SHARES BENEFICIALLY
OWNED AFTER THE OFFERING |
| ||||||||||||||||||||||||
| | | | | | | | | | | | | | |
IF UNDERWRITERS’ OPTION
TO PURCHASE ADDITIONAL SHARES IS NOT EXERCISED |
| |
IF UNDERWRITERS’ OPTION
TO PURCHASE ADDITIONAL SHARES IS EXERCISED IN FULL |
| ||||||||||||
NAME OF BENEFICIAL OWNER
|
| |
SHARES
|
| |
PERCENTAGE
|
| |
SHARES
OFFERED HEREBY |
| |
SHARES
|
| |
PERCENTAGE
|
| |
SHARES
OFFERED HEREBY |
| |
SHARES
|
| |
PERCENTAGE
|
| ||||||
5% Stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EQT Investor(1)
|
| | | | 45,576,594 | | | | | | 28.5% | | | | | | | | | | | | | | | | | | | | |
Mubadala Investor(2)
|
| | | | 9,615,384 | | | | | | 6.0% | | | | | | | | | | | | | | | | | | | | |
Directors and Named Executive Officers: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
William F. Feehery(3)
|
| | | | 2,846,476 | | | | | | 1.8% | | | | | | | | | | | | | | | | | | | | |
Leif E. Pedersen(4)
|
| | | | 204,895 | | | | | | * | | | | | | | | | | | | | | | | | | | | |
M. Andrew Schemick(5)
|
| | | | 528,710 | | | | | | * | | | | | | | | | | | | | | | | | | | | |
Sherilyn S. McCoy
|
| | | | 614,084 | | | | | | * | | | | | | | | | | | | | | | | | | | | |
James E. Cashman III(6)
|
| | | | 476,723 | | | | | | * | | | | | | | | | | | | | | | | | | | | |
Eric C. Liu(7)
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | |
Stephen M. McLean
|
| | | | 22,000 | | | | | | * | | | | | | | | | | | | | | | | | | | | |
Mason P. Slaine(8)
|
| | | | 2,111,887 | | | | | | 1.3% | | | | | | | | | | | | | | | | | | | | |
Matthew Walsh(9)
|
| | | | 172,901 | | | | | | * | | | | | | | | | | | | | | | | | | | | |
Ethan Waxman(7)
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | |
Carol G. Gallagher
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | |
Cynthia Collins
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | |
Nancy Killefer
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | |
All directors and executive officers as a group (19 persons)(10)
|
| | | | 8,264,239 | | | | | | 5.2% | | | | | | | | | | | | | | | | | | | | |
Other Selling Stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Santo Holding (Deutschland) GmbH(11)
|
| | | | 3,195,658 | | | | | | 2.0% | | | | | | | | | | | | | | | | | | | | |
Sampension Private Equity K/S(12)
|
| | | | 1,629,913 | | | | | | 1.0% | | | | | | | | | | | | | | | | | | | | |
Kirkbi Invest A/S(13)
|
| | | | 1,629,785 | | | | | | 1.0% | | | | | | | | | | | | | | | | | | | | |
Monte Rosa Opportunities, SICAV-SIF(14)
|
| | | | 1,096,749 | | | | | | * | | | | | | | | | | | | | | | | | | | | |
Howard Hughes Medical Institute(15)
|
| | | | 901,885 | | | | | | * | | | | | | | | | | | | | | | | | | | | |
Additional selling stockholder (1 person)
|
| | | | 2,556 | | | | | | * | | | | | | | | | | | | | | | | | | | | |
NAME
|
| |
NUMBER OF SHARES
|
| |||
Jefferies LLC
|
| | | | | | |
Morgan Stanley & Co. LLC
|
| | | | | | |
BofA Securities, Inc.
|
| | | | | | |
Total:
|
| | | | | | |
|
| | |
PER
SHARE |
| |
TOTAL
|
| ||||||||||||
| | |
NO EXERCISE
|
| |
FULL
EXERCISE |
| ||||||||||||
Public offering price
|
| | | $ | | | | | $ | | | | | $ | | | |||
Underwriting discount to be paid by the selling stockholders
|
| | | $ | | | | | | $ | | | | | | $ | | | |
Proceeds, before expenses, to selling stockholders
|
| | | $ | | | | | $ | | | | | $ | | | |
| | |
AMOUNT TO
BE PAID |
| |||
SEC Registration Fee
|
| | | $ | * | | |
FINRA Filing Fee
|
| | | | * | | |
Legal Fees and Expenses
|
| | | | * | | |
Accounting Fees and Expenses
|
| | | | * | | |
Printing Fees and Expenses
|
| | | | * | | |
Transfer Agent and Registrar Fees
|
| | | | * | | |
Miscellaneous Expenses
|
| | | | * | | |
Total
|
| | | $ | * | | |
EXHIBIT
NUMBER |
| |
DESCRIPTION
|
| |||
| | 1.1† | | | | Form of Underwriting Agreement | |
| | 2.1 | | | | Agreement and Plan of Merger, dated as of August 2, 2021, by and among Certara, Inc., Puma Merger Sub, LLC, Pinnacle 21, LLC and Shareholder Representative Services LLC, as the Equityholder Representative thereunder (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 001-39799) filed with the SEC on August 5, 2021) | |
| | 3.1 | | | |
Amended and Restated Certificate of Incorporation of Certara, Inc. (incorporated by reference to
Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No. 333-251368) filed with the SEC on December 15, 2020) |
|
| | 3.2 | | | | Amended and Restated Bylaws of Certara, Inc. (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (File No. 333-251368) filed with the SEC on December 15, 2020) | |
| | 4.1 | | | | Form of Stock Certificate for Common Stock (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-250182) filed with the SEC on December 3, 2020) | |
| | 4.2 | | | |
Description of Certara, Inc.’s Securities (incorporated by reference to Exhibit 4.2 to the
Company’s Annual Report on Form 10-K (File No. 001-39799) filed with the SEC on March 15, 2021) |
|
| | 5.1† | | | | Opinion of Simpson Thacher & Bartlett LLP | |
| | 10.1 | | | |
Stockholders Agreement, dated as of December 10, 2020, by and among Certara, Inc. and the
other parties named therein (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-8 (File No. 333-251368) filed with the SEC on December 15, 2020) |
|
| | 10.2 | | | |
Amended and Restated Registration Rights Agreement, dated as of December 10, 2020, by and
among Certara, Inc. and the other parties named therein (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K (File No. 001-39799) filed with the SEC on March 15, 2021) |
|
| | 10.3 | | | |
Credit Agreement, dated as of August 15, 2017, among Certara Holdings, Inc. (f/k/a EQT Avatar
Holdings, Inc.), Certara Holdco, Inc., Certara USA, Inc., EQT Avatar Intermediate, Inc., Jefferies Finance LLC, as Administrative Agent and Issuing Bank, Golub Capital LLC as Issuing Bank and each lender from time to time party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-250182) filed with the SEC on November 18, 2020) |
|
| | 10.4 | | | |
First Amendment, dated as of January 24, 2018, to the Credit Agreement, among Certara
Holdings, Inc. (f/k/a EQT Avatar Holdings, Inc.), Certara Holdco, Inc., Certara USA, Inc., EQT Avatar Intermediate, Inc., Jefferies Finance LLC, as Administrative Agent and Issuing Bank, Golub Capital LLC as Issuing Bank and each lender from time to time party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-250182) filed with the SEC on November 18, 2020) |
|
| | 10.5 | | | |
Second Amendment, dated as of April 3, 2018, to the Credit Agreement, among Certara
Holdings, Inc. (f/k/a EQT Avatar Holdings, Inc.), Certara Holdco, Inc., Certara USA, Inc., Certara Intermediate, Inc. (f/k/a EQT Avatar Intermediate, Inc.), Jefferies Finance LLC, as Administrative Agent and Issuing Bank, Golub Capital LLC as Issuing Bank and each lender from time to time party thereto (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-250182) filed with the SEC on November 18, 2020) |
|
EXHIBIT
NUMBER |
| |
DESCRIPTION
|
| |||
| | 10.6 | | | |
Loan Guaranty, dated as of August 15, 2017, by and among the Loan Guarantors, as defined
therein, and Jefferies Finance LLC, as Administrative Agent (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-250182) filed with the SEC on November 18, 2020) |
|
| | 10.7 | | | | Pledge and Security Agreement, dated as of August 15, 2017, by and among the Grantors, as defined therein, and Jefferies Finance LLC, as Agent (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-250182) filed with the SEC on November 18, 2020) | |
| | 10.8 | | | | Third Amendment, dated as of June 17, 2021, to the Credit Agreement, among Certara Holdings, Inc., Certara Holdco, Inc., Certara USA, Inc., Certara Intermediate, Inc., Bank of America, N.A. as administrative agent for the lenders from time to time party thereto and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 1.01 to the Company’s Current Report on Form 8-K (File No. 001-39799) filed with the SEC on June 22, 2021 | |
| | 10.9* | | | |
Form of Indemnification Agreement between Certara, Inc. and directors and executive officers of
Certara, Inc. (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-250182) filed with the SEC on November 25, 2020) |
|
| | 10.10* | | | | Employment Agreement, dated as of May 14, 2019, by and among EQT Avatar Parent L.P., Certara USA, Inc. and William Feehery (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-250182) filed with the SEC on November 18, 2020) | |
| | 10.11* | | | |
Employment Agreement, dated as of July 11, 2014, between Certara USA, Inc. and M. Andrew
Schemick (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K (File No. 001-39799) filed with the SEC on March 15, 2021) |
|
| | 10.12* | | | | Employment Agreement, dated as of July 20, 2020, between Certara USA, Inc. and Leif E. Pedersen (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K (File No. 001-39799) filed with the SEC on March 15, 2021) | |
| | 10.13* | | | | Certara, Inc. 2020 Incentive Plan (incorporated by reference to Exhibit 10.18 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-250182) filed with the SEC on November 25, 2020) | |
| | 10.14* | | | |
Form of Restricted Stock Unit Grant and Award Agreement (Certara, Inc. 2020 Incentive Plan)
(incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K (File No. 001-39799) filed with the SEC on March 15, 2021) |
|
| | 10.15* | | | |
Form of Exchange Acknowledgement and Agreement (incorporated by reference to Exhibit 10.19
to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333- 250182) filed with the SEC on December 3, 2020) |
|
| | 10.16* | | | |
Form of Stock Restriction Agreement (incorporated by reference to Exhibit 10.20 to Amendment
No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-250182) filed with the SEC on December 3, 2020) |
|
| | 10.17* | | | |
Certara, Inc. 2020 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.21 to
Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333- 250182) filed with the SEC on November 25, 2020) |
|
| | 10.18* | | | |
Certara, Inc. Directors Deferral Plan (incorporated by reference to Exhibit 10.18 to the
Company’s Annual Report on Form 10-K (File No. 001-39799) filed with the SEC on March 15, 2021) |
|
| | 10.19* | | | |
Form of Performance Stock Unit Grant Notice and Agreement for Certara, Inc. 2020 Incentive
Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-39799) filed with the SEC on August 6, 2021) |
|
| | 21.1 | | | | Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K (File No. 001-39799) filed with the SEC on March 15, 2021) | |
EXHIBIT
NUMBER |
| |
DESCRIPTION
|
| |||
| | 23.1† | | | | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1) | |
| | 23.2† | | | | Consent of CohnReznick LLP | |
| | 24.1† | | | | Power of Attorney (included in the signature page to the Registration Statement) | |
|
SIGNATURE
|
| |
TITLE
|
|
|
William F. Feehery
|
| |
Chief Executive Officer and Director
(Principal Executive Officer) |
|
|
M. Andrew Schemick
|
| |
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
|
|
Sherilyn S. McCoy
|
| |
Chairman
|
|
|
James E. Cashman III
|
| |
Director
|
|
|
Eric C. Liu
|
| |
Director
|
|
|
Stephen M. McLean
|
| |
Director
|
|
|
SIGNATURE
|
| |
TITLE
|
|
|
Mason P. Slaine
|
| |
Director
|
|
|
Matthew Walsh
|
| |
Director
|
|
|
Ethan Waxman
|
| |
Director
|
|
|
Carol G. Gallagher
|
| |
Director
|
|
|
Cynthia Collins
|
| |
Director
|
|
|
Nancy Killefer
|
| |
Director
|
|