UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 13, 2011
CATALYST HEALTH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-31014 | 52-2181356 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 800 King Farm Boulevard Rockville, Maryland |
20850 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (301) 548-2900
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously reported, on March 8, 2011, Catalyst Health Solutions, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Walgreen Co. (“Parent”), whereby the Company, subject to the terms and conditions of the Purchase Agreement, agreed to purchase all of the outstanding shares of capital stock of Walgreens Health Initiatives, Inc. (“WHI”) (the acquisition by the Company of WHI, the “Acquisition”) for an aggregate purchase price of $525,000,000, subject to certain adjustments. WHI provides pharmacy benefit management services to approximately 11 million lives and manages over 85 million prescriptions annually.
The closing of the Acquisition (the “Closing”) occurred on June 13, 2011. Following the Closing, the Company will manage the Parent’s pharmacy benefits under the terms of a new 10-year contract.
The Company funded the Acquisition with a combination of cash on hand and its revolving credit facility. The revolving credit facility is part of the Company’s Amended and Restated Revolving Credit and Term Loan Agreement dated April 14, 2011 (the “Credit Agreement”). The description of the Credit Agreement in the Company’s Current Report on Form 8-K dated April 20, 2011 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The Company intends to file with the Securities and Exchange Commission (the “Commission”) the historical financial statements and pro forma financial information with respect to WHI required to be filed pursuant to Rule 3-05 of Regulation S-X under the Securities Act within 71 days of the date on which this Current Report on Form 8-K was required to be filed with the Commission.
(b) Pro forma financial information.
See paragraph (a) above.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CATALYST HEALTH SOLUTIONS, INC. | ||||||||
| Date: June 17, 2011 | By: | /s/ Bruce F. Metge | ||||||
| Name: Title: |
Bruce F. Metge General Counsel and Corporate Secretary | |||||||
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