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EX-99.1 - EX-99.1 - IPC Healthcare, Inc.d588281dex991.htm

 

 

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): August 19, 2013

 

 

IPC THE HOSPITALIST COMPANY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33930   No. 95-4562058

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

4605 Lankershim Boulevard, Suite 617

North Hollywood, California

(Address of principal executive offices including Zip Code)

(888) 447-2362

(Registrant’s telephone number, including area code)

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

 

¨ 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 8.01. Other Events.

On August 19, 2013, IPC The Hospitalist Company, Inc. (the “Company”) announced that it has signed definitive agreements with Steward Health Care System LLC (the “Steward”) and its wholly-owned medical group Steward Medical Group, Inc. (the “SMG”) for the provision of acute care hospitalist services. Upon the closing of the transaction, the Company will assume responsibility for the operation and management of hospitalist services at nine Steward acute care hospitals. The Company will acquire the existing hospitalist operations of SMG. The Company’s combined incremental hospitalist volume from this expanded partnership is estimated at approximately 150,000 encounters on an annualized basis. Subject to completion of due diligence and other customary closing conditions, the transaction is scheduled to close in September 2013.

The Company’s press release announcing the transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Safe Harbor for Forward-Looking Statements

This Current Report on Form 8-K, including the copy of the press release attached hereto as Exhibit 99.1, contains forward-looking statements, including statements regarding the expected closing of IPC The Hospitalist Company’s transaction with Steward and estimated encounters resulting from the expanded relationship with Steward. Forward-looking statements are subject to both known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied in the forward-looking statements, and that are outside the Company’s control. These risks and uncertainties include, among others: the ability of the parties to consummate the acquisition in a timely manner or at all; the satisfaction of the conditions precedent to consummation of the transaction; the effect of the announcement of the transaction on the Company’s and Steward’s respective businesses; the Company’s ability to operate or integrate Steward’s business successfully. Other risks and uncertainties that may apply are set forth in the Risk Factors section of the Company’s most recently filed Annual Report on Form 10-K. The Company assumes no obligation to update any forward-looking statement contained in this Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

 

Exhibit

Number

  

Description

99.1    Press release dated August 19, 2013.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  IPC THE HOSPITALIST COMPANY, INC.

Date: August 19, 2013

  By:  

/s/ Adam D. Singer, M.D.

    Adam D. Singer, M.D.
    Chief Executive Officer


EXHIBIT INDEX

 

Exhibit

Number

  

Description

99.1    Press release dated August 19, 2013.