Attached files
file | filename |
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EX-1.1 - UNDERWRITING AGREEMENT - TEAM HEALTH HOLDINGS INC. | d412518dex11.htm |
EX-5.1 - OPINION OF SIMPSON THACHER & BARTLETT LLP - TEAM HEALTH HOLDINGS INC. | d412518dex51.htm |
EX-99.1 - TEAM HEALTH HOLDINGS PRESS RELEASE - TEAM HEALTH HOLDINGS INC. | d412518dex991.htm |
EX-99.2 - TEAM HEALTH HOLDINGS PRESS RELEASE - TEAM HEALTH HOLDINGS INC. | d412518dex992.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): September 12, 2012
TEAM HEALTH HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-34583 | 36-4276525 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
265 Brookview Centre Way, Suite 400 Knoxville, Tennessee |
37919 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (865) 693-1000
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 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 8.01. Other Events
On September 12, 2012, Team Health Holdings, Inc. (the Company) and Ensemble Parent LLC (the Selling Stockholder) entered into an underwriting agreement (the Underwriting Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the Underwriter), pursuant to which the Selling Stockholder agreed to sell to the Underwriter 8,000,000 shares of the Companys common stock, par value $0.01 per share (Common Stock), in a registered public offering pursuant to the Companys registration statement on Form S-3, as amended, filed on June 28, 2012 (File No. 333-182406). Pursuant to the Underwriting Agreement, Ensemble granted an option to the Underwriter to purchase up to 1,200,000 additional shares of Common Stock to cover over-allotments. The closing of the transaction occurred on September 17, 2012, at which the Selling Stockholder sold 8,000,000 outstanding shares of Common Stock. The executed Underwriting Agreement, an Opinion of Simpson Thacher & Bartlett LLP, the pricing press release and the closing press release are filed herewith as Exhibits 1.1, 5.1, 99.1 and 99.2, respectively.
Item 9.01. Financial Statements and Exhibits
(d) | Exhibits. |
Exhibit |
Description | |
1.1 | Underwriting Agreement, dated September 12, 2012 | |
5.1 | Opinion of Simpson Thacher & Bartlett LLP | |
99.1 | Team Health Holdings Press Release dated September 12, 2012 | |
99.2 | Team Health Holdings Press Release dated September 18, 2012 |
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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. | ||||||
Date: September 18, 2012 | By: | /s/ David P. Jones | ||||
Name: | David P. Jones | |||||
Title: | Executive Vice President and Chief Financial Officer |
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EXHIBIT INDEX
Exhibit |
Description | |
1.1 | Underwriting Agreement, dated September 12, 2012 | |
5.1 | Opinion of Simpson Thacher & Bartlett LLP | |
99.1 | Team Health Holdings Press Release dated September 12, 2012 | |
99.2 | Team Health Holdings Press Release dated September 18, 2012 |
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