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EX-99.1 - EX-99.1 - Envision Healthcare Holdings, Inc.a14-15669_1ex99d1.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):  June 18, 2014

 

 

ENVISION HEALTHCARE HOLDINGS, INC.

 

ENVISION HEALTHCARE CORPORATION

(Exact name of each registrant as specified in its charter)

 

Delaware

 

001-36048

 

45-0832318

Delaware

 

001-32701

 

20-3738384

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Numbers)

 

Identification Nos.)

 

6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado

 

80111

(Address of principal executive offices)

 

(Zip Code)

 

(303) 495-1200

(Each 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 (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Section 7 — Regulation FD

 

Item 7.01.  Regulation FD Disclosure.

 

On June 18, 2014, Envision Healthcare Holdings, Inc. issued a press release announcing that its indirect wholly-owned subsidiary, Envision Healthcare Corporation, closed its previously announced offering of $750 million aggregate principal amount of 5.125% Senior Notes due 2022.  The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

 

A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

 

This report does not constitute an offer to sell or a solicitation of an offer to purchase the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Section 9 — Financial Statements and Exhibits

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)                   Exhibits

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release dated June 18, 2014.

 

2



 

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.

 

 

 

ENVISION HEALTHCARE HOLDINGS, INC.

 

 

(Registrant)

 

 

 

 

 

 

 

 

June 18, 2014

 

By:

/s/ Craig A. Wilson

 

 

 

Craig A. Wilson

 

 

 

Senior Vice President, General Counsel and Secretary

 

3



 

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.

 

 

 

ENVISION HEALTHCARE CORPORATION

 

 

(Registrant)

 

 

 

 

 

 

 

 

June 18, 2014

 

By:

/s/ Craig A. Wilson

 

 

 

Craig A. Wilson

 

 

 

Senior Vice President, General Counsel and Secretary

 

4



 

EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release dated June 18, 2014.

 

5