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EX-99.1 - EX-99.1 - TEAM HEALTH HOLDINGS INC. | d33118dex991.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): November 16, 2015 (November 13, 2015)
TEAM HEALTH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-34583 | 36-4276525 | ||
(State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
265 Brookview Centre Way, Suite 400 Knoxville, Tennessee |
37919 | |||
(Address of registrants principal executive office) | (Zip code) |
(865) 693-1000
(Registrants telephone number, including area code)
N/A
(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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425) |
¨ | 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 November 16, 2015, Team Health Holdings, Inc. (the Company) issued a press release announcing the pricing of the previously announced offering by its indirect wholly-owned subsidiary, Team Health, Inc., of $545 million aggregate principal amount of Senior Notes due 2023 pursuant to a private placement transaction conducted under Rule 144A and Regulation S of the Securities Act of 1933, as amended. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Some of these statements can be identified by terms and phrases such as anticipate, believe, intend, estimate, expect, continue, could, should, may, plan, project, predict and similar expressions. The Company cautions that such forward looking statements, including without limitation, those relating to the acquisition being completed within the anticipated timeframe or at all, the realization of the expected benefits of the acquisition, the Companys, IPCs and the combined businesss future business prospects, revenue, working capital, professional liability expense, liquidity, capital needs, interest costs and income, wherever they occur in this press release or in other statements attributable to the Company or IPC are necessarily estimates reflecting the judgment of the Companys and IPCs senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward looking statements. Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements, include but are not limited to the occurrence of any event that could give rise to a termination of the merger agreement, the risks that the proposed acquisition disrupts current plans and operations, current or future government regulation of the healthcare industry, exposure to professional liability lawsuits and governmental agency investigations, the adequacy of insurance coverage and insurance reserves, as well as those factors detailed from time to time in the Companys and IPCs filings with the Securities and Exchange Commission.
The Companys forward looking statements speak only as of the date hereof and the date they are made. The Company disclaims any intent or obligation to update forward looking statements made in this press release to reflect changed assumptions, the occurrence of unanticipated events, or changes to future operating results over time.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 | Press Release of Team Health Holdings, Inc. dated November 16, 2015 |
SIGNATURE
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.
TEAM HEALTH HOLDINGS, INC. | ||||||
Dated: November 16, 2015 | By: | /s/ David P. Jones | ||||
Name: | David P. Jones | |||||
Title: | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press release of Team Health Holdings, Inc. dated November 16, 2015. |