Form 8-K

 

 

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 3, 2015

 

 

EMDEON INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-34435   20-5799664

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

3055 Lebanon Pike, Suite 1000

Nashville, TN

   37214
(Address of Principal Executive Offices)   (Zip Code)

(615) 932-3000

(Registrant’s telephone number, including area code)

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 7.01. Regulation FD Disclosure.

As previously disclosed, on July 3, 2015, Emdeon Inc. (the “Company”) entered into a commitment letter with a consortium of lender banks (the “Debt Commitment Parties”), pursuant to which, subject to customary conditions, the Debt Commitment Parties have committed to provide the Company with debt financing for the previously announced acquisition of Altegra Health, Inc. through a senior secured incremental term loan facility and senior unsecured bridge loans (the “Debt Commitment Financing”). Certain information that will be provided to prospective lenders in connection with the Debt Commitment Financing is attached as Exhibit 99.1 and is incorporated by reference herein. Such information is supplemental and is intended to be considered in conjunction with the Company’s previously disclosed financial and other information and other reports previously filed by the Company with the Securities and Exchange Commission.

The information furnished under Item 7.01 of this Current Report and in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Information set forth in this Current Report (including the exhibits attached hereto) contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are subject to a number of risk and uncertainties. A discussion of factors that may affect future results is contained in registrant’s filings with the Securities and Exchange Commission. Registrant disclaims any obligation to update forward-looking statements, except as may be required by law.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished herewith to this Current Report on Form 8-K.

 

Exhibit
No.

   

Description

99.1    Certain information to be provided to prospective debt financing sources.

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.

 

  EMDEON INC.
Date: August 3, 2015   By:  

/s/ Gregory T. Stevens

  Name:   Gregory T. Stevens
  Title:   Executive Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

 

Exhibit

No.

   

Description

99.1    Certain information to be provided to prospective debt financing sources.