INC RESEARCH HOLDINGS, INC. (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On May10, 2017, INC Research Holdings, Inc., a Delaware
corporation (the Company), entered into an Agreement and
Plan of Merger (the Merger Agreement) with Double Eagle
Parent, Inc., a Delaware corporation (inVentiv), the
indirect parent company of inVentiv Group Holdings, Inc., to
which inVentiv will merge with and into the Company (the
Merger), with the Company surviving the Merger.

Subject to the terms and conditions of the Merger Agreement, the
aggregate merger consideration (the Aggregate Merger
Consideration) to be paid in respect of all outstanding
shares of inVentivs common stock, par value $0.0001 per share
(each an inVentiv Share), inVentiv options and inVentiv
restricted stock units shall be 49,989,839 shares of the Companys
Common Stock, par value $0.01 per share (each, a share of
Company Common Stock).

In accordance with the terms of the applicable award agreement,
the Merger Agreement provides that each vested inVentiv stock
option will be converted into an economically equivalent option
for Company Common Stock on the same terms as before such
conversion and each vested inVentiv restricted stock unit will be
cancelled for Company Common Stock on the same basis as an
inVentiv Share. Each inVentiv stock option and restricted stock
unit that does not vest as of the Effective Time (as defined in
the Merger Agreement) will be forfeited and cancelled for no
consideration.

The Merger Agreement contains customary representations and
warranties of the Company and inVentiv relating to their
respective businesses, financial statements and public filings,
in each case generally subject to customary materiality
qualifiers. Additionally, the Merger Agreement provides for
customary pre-closing covenants of the Company and inVentiv,
including covenants relating to conducting their respective
businesses in the ordinary course consistent with past practice
and to refrain from taking certain actions without the other
partys consent. The Merger Agreement also contains covenants not
to solicit proposals relating to alternative transactions or,
subject to certain exceptions, enter into discussions concerning
or provide information in connection with alternative
transactions and, subject to certain exceptions, to recommend
that the respective partys stockholders adopt the Merger
Agreement and, in the case of the Company, approve the necessary
issuance of shares to pay the Aggregate Merger Consideration.

Prior to the adoption of the Merger Agreement by the Companys
stockholders, the board of directors of the Company (the
Board) may withhold, withdraw, qualify or modify its
recommendation that the Companys stockholders adopt the Merger
Agreement in connection with a Superior Proposal or an
Intervening Event (in each case, as defined in the Merger
Agreement), if the Board determines that the failure to make such
change in recommendation would be inconsistent with its fiduciary
duties, or terminate the Merger Agreement to enter into an
alternative acquisition agreement providing for a Superior
Proposal, in each case, subject to complying with certain notice
and other specified

2

conditions, including giving inVentiv the opportunity to propose
revisions to the terms of the transaction contemplated by the
Merger Agreement during a match right period, and the payment of
a termination fee prior to or concurrently with such termination.

Consummation of the Merger is subject to various conditions,
including, among others, customary conditions relating to the
adoption of the Merger Agreement by the requisite vote of the
Companys and inVentivs respective stockholders; expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended; certain foreign regulatory
approvals; and that for U.S. federal income tax purposes, the
Merger will not fail to qualify for treatment as a reorganization
under Section368 of the Code as a result of any change to or
interpretation of U.S. federal income Tax Law (as defined in the
Merger Agreement), in each case as of the date of the Merger
Agreement. The obligation of each party to consummate the Merger
is also conditioned upon the other partys representations and
warranties being true and correct (subject to certain materiality
exceptions) and the other party having performed in all material
respects its obligations under the Merger Agreement.

The Merger Agreement contains termination rights for each of the
Company and inVentiv, including, among others, if the closing of
the Merger does not occur on or before November10, 2017, subject
to extension until February12, 2018 in certain circumstances (the
Termination Date). Upon termination of the Merger
Agreement under specified circumstances, including (1)a
termination by the Company to enter into an agreement for an
alternative transaction in connection with a superior proposal
that did not result from a breach of the non-solicitation
provisions and with respect to which the Board concludes that
failure to take such action would reasonably be expected to be
inconsistent with its fiduciary duties, or (2)termination by
inVentiv following a change of recommendation by the Board that
does not relate to an Intervening Event, the Company would be
required to pay inVentiv a termination fee of $82.1million. The
Company would be required to pay inVentiv a termination fee of
$70.7million if inVentiv terminates the Merger Agreement
following a change of recommendation by the Board that relates to
an Intervening Event. In addition, if the Merger Agreement is
terminated by either party for failure of the Closing to occur by
the Termination Date, by either party for failure to obtain the
approval of the Companys stockholders, or by inVentiv for certain
material breaches by the Company of its representations and
covenants under the Merger Agreement, and in each case a
competing acquisition proposal has previously been made but not
withdrawn, and within 12 months following such termination, the
Company enters into an agreement for, or consummates, an
alternative change of control transaction that is later
consummated, then the Company shall pay inVentiv a termination
fee of $82.1million (which fee is payable upon consummation of
the alternative transaction).

The foregoing summary of the Merger Agreement is qualified in its
entirety by the full text of the Merger Agreement, which is
attached hereto as Exhibit 2.1 and is incorporated by reference
herein.

3

Voting Agreements

On May10, 2017, concurrently with the execution of the Merger
Agreement, the Company and inVentiv entered into voting
agreements (each, a Voting Agreement) with certain
investment funds affiliated with Thomas H. Lee Partners, L.P.
(the THL Stockholder) and certain investment funds
affiliated with Advent International Corporation (the Advent
Stockholder and each of the THL Stockholder and the Advent
Stockholder, a Stockholder and collectively, the
Stockholders) to each of which, among other things and
subject to the terms and conditions therein, the Stockholders
have agreed to act by written consent to vote all of the inVentiv
Shares beneficially owned by them (the Covered Shares) in
favor of the adoption of the Merger Agreement and the approval of
the transactions contemplated by the Merger Agreement, including
the Merger, and to not vote in favor of any alternative
acquisition proposal or other action or agreement that would
reasonably be expected to materially impede, interfere with or
delay the consummation of the Merger.

The Voting Agreements also generally prohibit the Stockholders
from transferring the Covered Shares. The Voting Agreements
terminate upon the earliest of (i)the termination of the Merger
Agreement, (ii)the time the Merger becomes effective or (iii)the
date of any modification or amendment to the Merger Agreement, as
in effect on the date of the applicable Voting Agreement, in a
manner that reduces the amount and/or form of consideration
payable thereunder to the Stockholder or otherwise adversely
affects the Stockholder in any material respect without the prior
written approval of the Stockholder.

The foregoing description of the Voting Agreements does not
purport to be complete and is qualified in its entirety by
reference to the actual Voting Agreements, copies of which are
attached hereto as Exhibits 10.1 and 10.2 to this Current Report
on Form 8-K and incorporated herein by reference.

Stockholders Agreements

On May10, 2017, concurrently with the execution of the Merger
Agreement, the Company entered into a stockholders agreement with
the THL Stockholder (the THL Stockholders Agreement) and a
stockholders agreement with the Advent Stockholder (the Advent
Stockholders Agreement and together with the THL Stockholders
Agreement, the Stockholders Agreements).

The Stockholders Agreements provide that following the effective
time of the Merger, the Board will be comprised of ten directors,
provided, that from and after the second annual meeting of the
stockholders of the Company following the closing date of the
Merger (the Second Annual Meeting), the Board will be
comprised of nine directors. On the closing date of the Merger,
the Board will consist of: (i)Michael Bell, (ii)Alistair
Macdonald, (iii)four incumbent directors of the Company (other
than Mr.Macdonald) selected by the Board prior to the closing of
the Merger, (iv)two directors nominated by the THL Stockholder,
which directors shall be Todd Abbrecht and Joshua Nelson (the
THL Nominees) and (v)two directors nominated by the Advent
Stockholder, which directors shall be Tom Allen and John
Maldonado (the Advent Nominees and together with the
Advent Nominees, the Investor Nominees).

4

to both of the Stockholders Agreements, if the applicable
Stockholder and its affiliates beneficially own at least 16.5% of
the then outstanding shares of Company Common Stock, then the
Stockholder may designate two Investor Nominees. From and after
the time the Stockholder and its affiliates beneficially own at
least 5% but less than 16.5% of the then outstanding shares of
Company Common Stock, then the Stockholder may designate one
Investor Nominee. After the applicable Stockholder and its
affiliates beneficially own less than 5% of the then outstanding
shares of Company Common Stock, then such Stockholder will no
longer have the right to designate any Investor Nominees.

The Stockholders Agreements also provide the applicable
Stockholder with the right, subject to certain limitations, to
designate its Investor Nominees that have been elected to the
Board to serve as members of certain committees of the Board as
set forth in the Stockholders Agreement.

The Stockholders Agreements also provide, among other things,
that:

Non-Affiliated
Directors means the directors other than
(i)the Investor Nominees, (ii)the CEO and (iii)the Chairperson of
the Board prior to the Second Annual Meeting.