Attached files
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EX-99.2 - EX-99.2 - VANGUARD HEALTH SYSTEMS INC | g23915exv99w2.htm |
EX-99.1 - EX-99.1 - VANGUARD HEALTH SYSTEMS INC | g23915exv99w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) June 29, 2010 (June 29, 2010)
VANGUARD HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 333-71934 | 62-1698183 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification Number) |
20 Burton Hills Boulevard, Suite 100, Nashville, Tennessee | 37215 | |
(Address of principal executive offices) | (Zip Code) |
Registrants Telephone Number, including area code (615) 665-6000
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:
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)) |
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Item 2.02 Results of Operations and Financial Condition | ||||||||
Item 7.01 Regulation FD Disclosure | ||||||||
Item 8.01 Other Events | ||||||||
Item 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-99.1 | ||||||||
EX-99.2 |
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Item 2.02 Results of Operations and Financial Condition.
The information set forth below under Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.02.
Item 7.01 Regulation FD Disclosure.
In connection with the Notes
Offering (as defined in Item 8.01) Vanguard is disclosing under
Item 7.01 of this Current Report on Form 8-K the information included as Exhibit 99.1. This information,
some of which has not been previously reported (including certain supplemental and revised disclosure
regarding Vanguards business, such as recent developments, risk factors, capitalization data and certain unaudited pro forma financial information), is excerpted from the Confidential Offering Memorandum dated June 29, 2010 that is being
circulated in connection with the Notes Offering described in Item 8.01.
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Item 8.01 Other Events.
On June 29, 2010, Vanguard announced that its wholly-owned
subsidiaries Vanguard Health Holding Company II, LLC (VHS
Holdco II) and Vanguard Health Holding Company I, LLC (VHS
Holdco I),
plan
to issue an aggregate principal amount of up to $225.0 million
of 8% senior notes due 2018 (the Notes) in a private
placement (Notes Offering). The Issuers intend to use the
net proceeds from the Notes Offering, together with cash on
hand, to finance Vanguards acquisition of substantially all of
the assets of The Detroit Medical Center, a Michigan non-profit
corporation, consisting primarily of eight acute care and specialty hospitals in the Detroit, Michigan metropolitan area and related healthcare facilities, and to pay related fees and
expenses. If the acquisition is not consummated, the proceeds of the Notes Offering will be used for general corporate purposes, including other acquisitions. A copy of the press release, dated June 29,
2010, announcing the Notes Offering is attached as Exhibit 99.2 and is
incorporated herein by this reference.
The
Notes have not been registered under the Securities Act of 1933, as
amended. The Notes may not be offered or sold within the United
States or to U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and to certain persons in offshore transactions in reliance on Regulation S. You are hereby notified that sellers of the Notes may be
relying on the exemption from the provisions of Section 5 of the Securities Act of 1933, as amended, provided by Rule 144A. This announcement does not constitute an offer to sell or the solicitation of an offer to buy Notes in any jurisdiction in which such an offer or sale would be unlawful.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. | The exhibits filed as part of this Current Report on Form 8-K are listed in the Exhibit Index which is located at the end of this Current Report on Form 8-K. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
DATE: June 29, 2010 | VANGUARD HEALTH SYSTEMS, INC. | |||||
(Registrant) | ||||||
BY: | /s/ Gary D. Willis
|
|||||
Senior Vice President & Chief Accounting Officer |
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