SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

SCHEDULE 13D/A

(Amendment No. 1)

 

Under the Securities Exchange Act of 1934

 

 

 

QUINTILES IMS HOLDINGS, INC.  

(Name of Issuer)

 

Common Stock, $0.01 par value per share   74876Y101
(Title of class of securities)   (CUSIP number)

 

Patrice Walch-Watson

Canada Pension Plan Investment Board

One Queen Street East, Suite 2500

Toronto, ON M5C 2W5 Canada

Tel: (416) 868-1171

(Name, address and telephone number of person authorized
to receive notices and communications)

 

May 31, 2017

(Date of event which requires filing of this statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨ .

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

 

 

 

 

CUSIP No. 74876Y101 SCHEDULE 13D Page 2 of 9 Pages

 

1

NAMES OF REPORTING PERSONS

 

Canada Pension Plan Investment Board

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   ¨

(b)   x

3 SEC USE ONLY
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

 

1,569,600

8

SHARED VOTING POWER

 

15,468,826

9

SOLE DISPOSITIVE POWER

 

1,569,600

10

SHARED DISPOSITIVE POWER

 

15,468,826

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

17,038,426

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.9% (1)

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

 

(1) Based on a total of 219,391,845 shares of Common Stock of the issuer outstanding as of May 19, 2017, as reported in the prospectus supplement filed by the issuer with the Securities and Exchange Commission on May 26, 2017.

 

 

 

CUSIP No. 74876Y101 SCHEDULE 13D Page 3 of 9 Pages

 

1

NAMES OF REPORTING PERSONS

 

CPP Investment Board Private Holdings, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   ¨

(b)   x

3 SEC USE ONLY
4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

15,462,226

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

15,462,226

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,462,226

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.0% (2)

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

 

(2) Based on a total of 219,391,845 shares of Common Stock of the issuer outstanding as of May 19, 2017, as reported in the prospectus supplement filed by the issuer with the Securities and Exchange Commission on May 26, 2017.

 

 

 

CUSIP No. 74876Y101 SCHEDULE 13D Page 4 of 9 Pages

 

Explanatory Note

 

This Amendment No. 1 (this “ Amendment No. 1 ”) to Schedule 13D is being filed to reflect the sale of shares (the “ Common Shares ”) of common stock, par value $0.01 per share, of Quintiles IMS Holdings, Inc., a Delaware corporation (the “ Issuer ”) by CPP Investment Board Private Holdings, Inc. (“ CPPIB-PHI ”). Such sale was made in connection with an underwritten secondary offering pursuant to a prospectus supplement filed by the Issuer on May 26, 2017 (the “ Offering ”).

 

Unless otherwise indicated, all references to “$” in this Schedule 13D are to U.S. dollars.

 

Information reported in the original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 1.

 

Item 2. Identity and Background

 

The last paragraph of Item 2 of the original Schedule 13D is hereby amended and replaced with the following, and Schedule I of the original Schedule 13D is hereby amended and replaced with Schedule I attached hereto:

 

In accordance with the provisions of General Instruction C to Schedule 13D, with respect to each Reporting Person, information concerning the name, business address, principal occupation and citizenship of its general partners, executive officers and board of directors and each person controlling such Reporting Person (collectively, the “ Covered Persons ”), required by Item 2 of Schedule 13D, is provided on Schedule I and is incorporated by reference herein. To the Reporting Persons’ knowledge, none of the Covered Persons listed on Schedule I has been, during the last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 4. Purpose of Transaction

 

Item 4 of Schedule 13D is hereby supplemented as follows:

 

In connection with the Offering, CPPIB-PHI agreed to sell an aggregate of 2,377,055 Common Shares owned by CPPIB-PHI at a price of $84.01 per Common Share for an aggregate purchase price of $199,696,391 pursuant to that certain Underwriting Agreement, dated as of May 24, 2017 among the Issuer, Morgan Stanley & Co. LLC, CPPIB-PHI and certain other selling stockholders of the Issuer. The Offering closed on May 31, 2017.

 

In connection with the Offering, and as required under the Underwriting Agreement, CPPIB-PHI entered into a lock-up letter agreement with Morgan Stanley & Co. LLC, dated May 24, 2017 (the “ Lock-Up Agreement ”). Pursuant to the Lock-Up Agreement, CPPIB-PHI agreed that, with limited exceptions, it will not, without the prior written consent of the underwriter, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Common Shares, or any securities convertible into or exercisable or exchangeable for Common Shares, beneficially owned (as such term is used in Rule 13d-3 under the Exchange Act) by it or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares (regardless of whether any of these transactions described in clause (i) or (ii) above are to be settled by the delivery of Common Shares or such other securities, in cash or otherwise) or (iii) make any demand for or exercise any right with respect to the registration of any Common Shares or any security convertible into or exercisable for Common Shares.

 

The foregoing summary of the Underwriting Agreement and the Lock-Up Agreement is qualified, respectively, by reference to the actual text of the Underwriting Agreement and the Lock-Up Agreement. A copy of the Underwriting Agreement is filed as Exhibit 99.3 hereto and is hereby incorporated by reference in its entirety in response to this Item 4. A copy of the form of Lock-Up Agreement is filed as Exhibit 99.4 hereto and is hereby incorporated by reference in its entirety in response to this Item 4.

 

 

 

CUSIP No. 74876Y101 SCHEDULE 13D Page 5 of 9 Pages

 

Item 5. Interest in Securities of the Issuer

 

Items 5(a)-(b) of Schedule 13D are hereby amended and replaced in its entirety as follows:

 

(a)-(b) See items 7 to 11 and 13 on pages 2 and 3 of this Schedule 13D.

 

CPPIB beneficially owns 17,038,426 Common Shares, representing approximately 7.9% of the outstanding Common Shares. CPPIB-PHI beneficially owns 15,462,226 Common Shares, representing approximately 7.0% of the outstanding Common Shares. Such percentages are calculated based on a total of 219,391,845 Common Shares outstanding as of May 19, 2017, as reported in the prospectus supplement filed by the Issuer with the Securities and Exchange Commission on May 26, 2017.

 

CPPIB-PHI directly owns 15,462,226 Common Shares and CPPIB is an indirect beneficial owner of such Common Shares owned by CPPIB-PHI. CPPIB-PHI and CPPIB have shared voting power and shared dispositive power with respect to such 15,462,226 Common Shares.

 

In addition, CPPIB directly owns 1,569,600 Common Shares, with respect to which it has sole voting power and sole dispositive power, and indirectly owns 6,600 Common Shares through CPPIB MAP Cayman SPC, a wholly-owned subsidiary of CPPIB, with respect to which it has shared voting power and shared dispositive power. The 6,600 Common Shares directly owned by CPPIB MAP Cayman SPC are subject to investment management agreements with an unaffiliated investment manager who may be deemed to have direct voting and investment power and dispositive power with respect to such shares.

 

As a result of the Shareholders Agreement, the Reporting Persons may be deemed to be members of a group (the “ Group ”) holding over 10% of the outstanding Common Shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any of the Issuer’s securities owned by any member of the Group, other than the securities covered by this Schedule 13D, as listed in items 7-11 on pages 2 and 3 of this Schedule 13D.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of Schedule 13D is hereby supplemented as follows:

 

The information set forth in Item 4 above is hereby incorporated by reference in response to this Item 6.

 

Item 7. Material to be Filed as Exhibits.

 

  Exhibit 99.3   Underwriting Agreement, dated May 24, 2017 (incorporated by reference to Exhibit 1.1 to the Issuer’s Report on Form 8-K filed with the Securities and Exchange Commission on May 31, 2017)   
  Exhibit 99.4   Form of Lock-Up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuer’s Report on Form 8-K filed with the Securities and Exchange Commission on May 31, 2017)

 

 

 

CUSIP No. 74876Y101 SCHEDULE 13D Page 6 of 9 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: June 6, 2017

 

  CANADA PENSION PLAN INVESTMENT BOARD
   
   
  By:   /s/ Patrice Walch-Watson
    Name: Patrice Walch-Watson
    Title Senior Managing Director, General Counsel & Corporate Secretary
     
     
  CPP INVESTMENT BOARD PRIVATE HOLDINGS, INC.
   
   
  By: /s/ Pierre Abinakle
    Name: Pierre Abinakle
    Title: Director & Secretary

 

 

 

CUSIP No. 74876Y101 SCHEDULE 13D Page 7 of 9 Pages

 

SCHEDULE I

 

Directors of CPPIB

 

Heather Munroe-Blum

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Director

Citizenship: Canada

 

Ian A. Bourne

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Director

Citizenship: Canada

 

Robert L. Brooks

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Director

Citizenship: Canada, Ireland

 

Ashleigh Everett

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Director

Citizenship: Canada

 

Tahira Hassan

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Director

Citizenship: Canada, Pakistan

 

Douglas W. Mahaffy

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Director

Citizenship: Canada

 

John Montalbano

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Director

Citizenship: Canada

 

Mary Phibbs

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Director

Citizenship: Great Britain, Australia

 

Karen Sheriff

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Director

Citizenship: Canada, United States

 

Jackson Tai

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Director

Citizenship: United States

 

 

 

CUSIP No. 74876Y101 SCHEDULE 13D Page 8 of 9 Pages

 

Kathleen Taylor

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Director

Citizenship: Canada

 

Jo Mark Zurel

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Director

Citizenship: Canada, South Africa

 

Executive Officers of CPPIB

 

Mark Machin

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: President & Chief Executive Officer

Citizenship: Great Britain

 

Alain Carrier

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Head of International, Head of Europe

Citizenship: Canada and Great Britain

 

Edwin D. Cass

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Chief Investment Strategist

Citizenship: Canada

 

Graeme Eadie

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Global Head of Real Assets

Citizenship: Canada

 

Shane Feeney

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Global Head of Private Investments

Citizenship: Canada

 

Pierre Lavallée

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Global Head of Investment Partnerships

Citizenship: Canada

 

Michel Leduc

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Global Head of Public Affairs and Communications

Citizenship: Canada

 

Mary Sullivan

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Chief Talent Officer

Citizenship: Canada

 

 

 

CUSIP No. 74876Y101 SCHEDULE 13D Page 9 of 9 Pages

 

Patrice Walch-Watson

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director, General Counsel & Corporate Secretary

Citizenship: Canada

 

Benita M. Warmbold

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Chief Financial Officer

Citizenship: Canada, Germany

 

Eric M. Wetlaufer

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Global Head of Public Market Investments

Citizenship: United States

 

Nicholas Zelenczuk

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Chief Operations Officer

Citizenship: Canada

 

Directors of CPPIB-PHI

 

 

Karen Rowe

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Managing Director, Head of Investment Finance, CPPIB

Citizenship: Canada

 

Pierre Abinakle

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Director, Legal, CPPIB

Citizenship: Canada

 

Officers of CPPIB-PHI

 

Mark Machin

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: President & Chief Executive Officer, CPPIB

Citizenship: Great Britain

 

Karen Rowe

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Managing Director, Head of Investment Finance, CPPIB

Citizenship: Canada

 

Pierre Abinakle

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Director, Legal, CPPIB

Citizenship: Canada

 

 

 

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