SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): February 3, 2014

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ExamWorks Group, Inc. 

(Exact name of registrant as specified in its charter)

Commission File Number: 001-34930

3280 Peachtree Road, N.E.

Suite 2625

Atlanta, GA 30305

(Address of principal executive offices, including zip code)

(404) 952-2400

(Registrant’s telephone number, including area code)

(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:

Item 1.01.      Entry into a Material Definitive Agreement.

The information set forth in Sections 2.01 and 2.03 below is incorporated by reference into this Item 1.01.

Item 2.01.      Completion of Acquisition or Disposition of Assets.

On February 3, 2014, ExamWorks Group, Inc., a Delaware corporation (the “Company”), through its wholly-owned subsidiary, ExamWorks, Inc. (the “Purchaser”), acquired (the “Acquisition”) 100% of the issued and outstanding shares (the “Shares”) of capital stock of G&L Intermediate Holdings, Inc. (“Holdings”), the parent company of Gould & Lamb, LLC (“G&L”), for a purchase price of approximately $75 million in cash plus a potential earnout payment as described below. The Acquisition was completed pursuant to the terms of a Stock Purchase Agreement dated February 3, 2014 (the “Purchase Agreement”), by and among the Purchaser, Holdings, G&L Investment Holdings, LLC (the “Shareholder”), ABRY Partners V, L.P. and ABRY Senior Equity II, L.P.

Pursuant to the Purchase Agreement, ExamWorks agreed to pay the Shareholder an all-cash purchase price (subject to adjustment as provided in the Purchase Agreement) for the Shares consisting of (i) $75 million (the “Closing Payment”), and, additionally, (ii) up to $18 million in an earnout payment to be made by Purchaser (if at all) during the 2015 fiscal year based upon G&L’s revenue performance during the fiscal year ended December 31, 2014.

The foregoing summary of the Purchase Agreement and the transactions contemplated thereby is not intended to be complete and is qualified in its entirety by the terms and the conditions of the Purchase Agreement filed as Exhibit 2.1 hereto, which is incorporated by reference herein. Furthermore, the warranties and covenants contained in the Purchase Agreement are made solely for the benefit of the parties thereto and are qualified by confidential disclosures that the parties have exchanged in connection with the agreements.

Item 2.03.      Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The Company financed the purchase price for the Acquisition with proceeds from its senior revolving credit facility. In connection with the Acquisition, the Company entered into a sixth amendment (the “Sixth Amendment”) to its senior secured revolving credit facility. The Sixth Amendment (i) allowed the Company to consummate the Acquisition, and (ii) allows the Company to acquire a target (a) with negative trailing twelve month adjusted EBITDA (as defined in the senior secured revolving credit facility) if the purchase price of such acquisition is less than $5.0 million, (b) with trailing twelve month adjusted EBITDA (as defined in the senior secured revolving credit facility) of less than or equal to $3,000,000 without delivering to the lenders a quality of earnings report regarding such target and (c) without delivering pro forma projections of the Company to the lenders if the purchase price of such acquisition is less than $75.0 million, in each case, without prior lender consent. A copy of such amendment, the Sixth Amendment to Credit Agreement and Consent dated as of February 3, 2014, by and among ExamWorks Group, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, and the Guarantors and Lenders party thereto, amending the Credit Agreement dated as of October 10, 2010 (as amended), is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 7.01.     Regulation FD Disclosure.

On February 4, 2014, the Company issued a press release announcing the completion of the Acquisition and for other acquisitions and other matters, a copy of which is furnished as Exhibit 99.1 hereto. The information contained in, or incorporated into this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference. This report shall not be deemed an admission as to the materiality of any information in this report that is being disclosed pursuant to Regulation FD.

Item 9.01.     Financial Statements and Exhibits.

Financial statements relating to the Acquisition are not included in this Current Report on Form 8-K, and to the extent required by this Item 9.01, will be filed by amendment to this Current Report on Form 8-K within seventy-one (71) calendar days from the date that this Current Report on Form 8-K must be filed.

Pro forma financial information relating to the Acquisition are not included in this Current Report on Form 8-K, and to the extent required by this Item 9.01, will be filed by amendment to this Current Report on Form 8-K within seventy-one (71) calendar days from the date that this Current Report on Form 8-K must be filed.

Cautionary Statements

The Purchase Agreement has been included to provide investors with information regarding its terms.  Except for its status as a contractual document that establishes and governs the legal relations among the parties thereto with respect to the transactions described above, the Purchase Agreement is not intended to be a source of factual, business or operational information about the parties.

The Purchase Agreement contains representations and warranties made by the parties to each other regarding certain matters.  The assertions embodied in the representations and warranties are as of specific dates and are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the Purchase Agreement.  The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties. Moreover, certain representations and warranties may not be complete or accurate as of a particular date because they are subject to a contractual standard of materiality and/or were used for the purpose of allocating risk among the parties rather than establishing certain matters as facts.  Information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in ExamWorks’ public disclosures.  Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or otherwise.              

SIGNATURES

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

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