Attached files
file | filename |
---|---|
EX-99.1 - EX-99.1 - Change Healthcare Holdings, Inc. | g25312exv99w1.htm |
EX-23.1 - EX-23.1 - Change Healthcare Holdings, Inc. | g25312exv23w1.htm |
EX-99.2 - EX-99.2 - Change Healthcare Holdings, Inc. | g25312exv99w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 30, 2010 (October 1, 2010)
EMDEON INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 001-34435 | 20-5799664 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
of Incorporation) | Identification No.) |
3055 Lebanon Pike, Suite 1000 | ||
Nashville, TN | 37214 | |
(Address of Principal Executive Offices) | (Zip Code) |
(615) 932-3000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report.)
(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)) |
TABLE OF CONTENTS
Item 2.01 Completion of Acquisition or Disposition of Assets | ||||||||
Item 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
INDEX TO EXHIBITS | ||||||||
EX-23.1 | ||||||||
EX-99.1 | ||||||||
EX-99.2 |
Table of Contents
Emdeon Inc., a Delaware corporation (Emdeon), hereby amends this Current Report on Form 8-K
(Form 8-K),
which was initially filed on October 4, 2010, to include the financial statements and pro forma
financial information permitted pursuant to Item 9.01 of Form 8-K to be excluded from the initial
Form 8-K and filed by amendment to the initial Form 8-K no later than 71 days after the date the
initial Form 8-K was required to be filed. Except for the filing of the financial statements and
pro forma financial information required by Item 9.01 hereof, and the consent of BDO USA, LLP filed
herewith as Exhibit 23.1, the initial Form 8-K is not being amended or updated
in any substantive manner.
Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On October 1, 2010, Medifax-EDI Holding Company (Medifax), an indirect subsidiary of Emdeon,
and two newly-formed wholly-owned subsidiaries of Medifax (referred to herein as Merger Sub and
CEA Merger Sub, and together with Medifax, the Emdeon Entities)
completed the acquisition of Chamberlin Edmonds Holdings, Inc. (CEA Holdings) and Chamberlin
Edmonds & Associates, Inc., a subsidiary of CEA Holdings
(CEA, and together with CEA Holdings,
the CEA Entities), pursuant to the terms of an Agreement and Plan of Merger dated
as of September 3, 2010 (the Merger Agreement).
Pursuant to the Merger Agreement, Merger Sub merged with and into CEA Holdings, with CEA
Holdings being the surviving entity, and CEA Merger Sub merged with and into CEA, with CEA being
the surviving entity. As a result, CEA Holdings and CEA each became subsidiaries of Medifax. The
merger consideration paid by the Emdeon Entities at closing was $260.0 million, which consisted of:
(i) payments of approximately $209.5 million to former stockholders of the CEA Entities and $44.5
million in satisfaction of the CEA Entities debt and transaction related obligations and (ii)
other transaction related adjustments benefiting the Emdeon Entities of approximately $6.0
million.
Item 9.01 | Financial Statements and Exhibits. |
Emdeon hereby files the following financial statements and pro forma
financial information in connection with the acquisition of the CEA Entities.
(a) Financial Statements of Businesses Acquired.
The
audited consolidated financial statements of CEA Holdings as of
and for the year ended December 31, 2009 and the unaudited consolidated financial statements
of CEA Holdings as of June 30, 2010 and for the six months ended June 30, 2010
and June 30, 2009 are filed herewith as Exhibit 99.1.
(b) Pro Forma Financial Information.
The
required pro forma financial information as of and for the six months ended June 30,
2010 and for the year ended December 31, 2009 is filed herewith
as Exhibit 99.2.
Table of Contents
(d) Exhibits.
Exhibit No. | Description | |
23.1
|
Consent of BDO USA, LLP (formerly known as BDO Seidman, LLP), independent certified public accounting firm, with respect to the Chamberlin Edmonds Holdings, Inc. audited consolidated financial statements. | |
99.1
|
Audited consolidated financial statements of Chamberlin Edmonds Holdings, Inc. as of and for the year ended December 31, 2009 and unaudited consolidated financial statements of Chamberlin Edmonds Holdings, Inc. as of June 30, 2010 and for the six months ended June 30, 2010 and June 30, 2009. | |
99.2
|
Unaudited pro forma consolidated financial statements as of and for the six months ended June 30, 2010 and for the year ended December 31, 2009. |
Table of Contents
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: November 30, 2010
|
By: Name: |
/s/ Gregory T. Stevens
|
||||
Title: | Executive Vice President, General Counsel and | |||||
Secretary |
Table of Contents
INDEX TO EXHIBITS
Exhibit No. | Description | |
23.1
|
Consent of BDO USA, LLP (formerly known as BDO Seidman, LLP), independent certified public accounting firm, with respect to the Chamberlin Edmonds Holdings, Inc. audited consolidated financial statements. | |
99.1
|
Audited consolidated financial statements of Chamberlin Edmonds Holdings, Inc. as of and for the year ended December 31, 2009 and unaudited consolidated financial statements of Chamberlin Edmonds Holdings, Inc. as of June 30, 2010 and for the six months ended June 30, 2010 and June 30, 2009. | |
99.2
|
Unaudited pro forma consolidated financial statements as of and for the six months ended June 30, 2010 and for the year ended December 31, 2009. |