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EX-99.1 - EX-99.1 - MEDASSETS INCg24798exv99w1.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): October 4, 2010
MedAssets, Inc.
 
(Exact name of registrant as specified in its charter)
         
Delaware   001-33881   51-0391128
         
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
     
100 North Point Center E, Suite 200,
Alpharetta, Georgia
  30022
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: 678-323-2500
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))
 
 

 


 

Item 7.01   Regulation FD Disclosure.
MedAssets, Inc. (the “Company”) is hereby disclosing certain financial information (attached in Exhibit 99.1 and incorporated herein by reference) with respect to Broadlane Intermediate Holdings, Inc. (“Broadlane Intermediate Holdings”) in connection with the Company’s acquisition of Broadlane Intermediate Holdings (the “Acquisition”) contemplated by the previously announced Stock Purchase Agreement, dated as of September 14, 2010, by and among the Company, Broadlane Holdings, LLC, a Delaware limited liability company (“Broadlane LLC”), and Broadlane Intermediate Holdings, a Delaware corporation and a wholly-owned subsidiary of Broadlane LLC. Portions of the information will be used for presentations to potential lenders in connection with the Company obtaining $750 million in senior secured first-lien loan facilities and, if up to $360 million of senior notes are not issued by the Company on or prior to the closing date of the Acquisition, $360 million of senior unsecured increasing rate bridge loans under a senior unsecured bridge facility, the proceeds of which will be used to, among other things, finance the Acquisition and refinance the Company’s existing indebtedness, as contemplated by the previously disclosed debt commitment letter among the Company, Barclays Bank PLC, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC, dated as of September 14, 2010.
The information furnished pursuant to, and incorporated by reference in, Item 7.01 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 in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.
The financial information and operating data do not represent a comprehensive statement of the financial results for Broadlane Intermediate Holdings for the periods presented. KPMG LLP, Broadlane Intermediate Holdings’ independent registered public accounting firm, has not audited the accompanying financial information and operating data. Accordingly, KPMG does not express an opinion or any other form of assurance with respect thereto. Furthermore, the results for periods of less than a full year are not necessarily indicative of the results to be expected for any other interim period or for a full year. Accordingly, investors and stockholders should not place undue reliance on the financial information and operating data.
Item 9.01   Financial Statements and Exhibits.
(d) Exhibits
     
Exhibit    
Number   Description
 
   
99.1
  Certain financial information of Broadlane Intermediate Holdings, Inc.

 


 

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.
         
  MedAssets, Inc.
 
 
October 4, 2010  By:   /s/ L. Neil Hunn    
    Name:   L. Neil Hunn   
    Title:   Executive Vice President, Chief Financial Officer and President of Revenue Cycle Technology   

 


 

         
EXHIBIT INDEX
     
Exhibit No.   Description
 
   
99.1
  Certain financial information of Broadlane Intermediate Holdings, Inc.