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): May 6, 2016
Quorum Health Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-37550 | 47-4725208 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1573 Mallory Lane, Suite 100
Brentwood, Tennessee 37027
(Address of principal executive offices)
Registrant’s telephone number, including area code: (615) 221-1400
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 8.01 | Other Events |
As previously disclosed, on April 29, 2016, Community Health Systems, Inc. (“CHS”) completed the spin-off of Quorum Health Corporation (the “Company”) through the distribution of 100% of the outstanding common stock, par value $.0001 per share, of the Company, to CHS stockholders (the “Spin-Off”). As a result of the Spin-Off, a pension plan sponsored by a subsidiary of the Company experienced a change in contributing sponsor or controlled group, which is a “reportable event” pursuant to section 4043(c) of the Employee Retirement Income Protection Act of 1974, as amended (“ERISA”) requiring notice to the Pension Benefit Guaranty Corporation (“PBGC”). As permitted by applicable regulations of the PBGC, specifically, 29 CFR § 4043.29, the Company is filing this Current Report on Form 8-K in order to satisfy the public company notice waiver with respect to the reportable event. Pursuant to PGBC guidance, set forth below is the information required by the PBGC in order to satisfy the public company notice waiver.
| • | Plan Name: Watsonville Community Hospital Cash Balance Pension Plan (the “Plan”) |
| • | Brief description of the pertinent facts relating to the event: In connection with the Spin-Off, the Company and CHS entered into a separation and distribution agreement on April 29, 2016, pursuant to which several entities, including Watsonville Hospital Corporation, ceased to be subsidiaries of CHS and became subsidiaries solely of the Company. |
| • | Date of the event: April 29, 2016 |
| • | Type of event: Change in contributing sponsor or controlled group |
| • | Description of the change in the plan’s controlled group structure: As a result of the Spin-Off, the entities listed below under “Company Controlled Group” are no longer members of the CHS controlled group and are now members of the Company’s controlled group. |
| • | Name of each plan maintained by any member of the plan’s old and new controlled groups, its contributing sponsor(s) and EIN/PN: Before the Spin-Off, the following defined benefit pension plans were sponsored by members of the CHS controlled group: |
| 1. | Watsonville Community Hospital Cash Balance Pension Plan |
Contributing Sponsor: Watsonville Hospital Corporation
EIN: 91-1894113
PN: 007
| 2. | CHS/Community Health Systems, Inc. Retirement Income Plan |
Contributing Sponsor: CHS/Community Health Systems, Inc.
EIN: 76-0137985
PN: 003
The Watsonville Community Hospital Cash Balance Pension Plan continues to be sponsored by Watsonville Hospital Corporation, which is a member of the Company’s controlled group.
Company Controlled Group
| Alfaro, Ltd. | Knox Clinic Corp. | |
| Ambulance Services of Forrest City, LLC | Lexington Clinic Corp. | |
| Ambulance Services of Lexington, Inc. | Lexington Family Physicians, LLC | |
| Ambulance Services of McKenzie, Inc. | Lexington Hospital Corporation | |
| Ambulance Services of Tooele, LLC | Lindenhurst Illinois Hospital Company, LLC | |
| Anna Clinic Corp. | Lindenhurst Surgery Center, LLC | |
| Anna Hospital Corporation | Lock Haven Clinic Company, LLC | |
| Augusta Health System, LLC | Marion Hospital Corporation | |
| Augusta Hospital, LLC | Massillon Community Health System LLC | |
| Augusta Physician Services, LLC | Massillon Health System LLC | |
| Barrow Health Ventures, Inc. | Massillon Holdings, LLC | |
| Barstow Healthcare Management, Inc. | Massillon Physician Services, LLC |
| Barstow Primary Care Clinic | McKenzie Clinic Corp. | |
| Big Bend Hospital Corporation | McKenzie Physician Services, LLC | |
| Big Spring Hospital Corporation | McKenzie Tennessee Hospital Company, LLC | |
| Blue Island Clinic Company, LLC | McKenzie-Willamette Regional Medical Center Associates, LLC | |
| Blue Island HBP Medical Group, LLC | Memorial Management, Inc. | |
| Blue Island Hospital Company, LLC | Mesa View Physical Rehabilitation, LLC | |
| Blue Island Illinois Holdings, LLC | Mesa View PT, LLC | |
| Blue Ridge Georgia Holdings, LLC | Mesquite Clinic Management Company, LLC | |
| Blue Ridge Georgia Hospital Company, LLC | MMC of Nevada, LLC | |
| Central Alabama Physician Services, Inc. | Monroe County Surgical Center, LLC | |
| Centre Clinic Corp. | Monroe Diagnostic Testing Centers, LLC | |
| Centre HBP Services, LLC | Monroe HMA Physician Management, LLC | |
| Centre Hospital Corporation | Monroe HMA, LLC | |
| Centre RHC Corp. | MWMC Holdings, LLC | |
| CHS Utah Holdings, LLC | National Healthcare of Mt. Vernon, Inc. | |
| Clinton Hospital Corporation | National Imaging of Carterville, LLC | |
| Coastal Health Partners | National Imaging of Mount Vernon, LLC | |
| Cottage Rehabilitation and Sports Medicine, L.L.C. | OHANI, LLC | |
| Crossroads Physician Corp. | Paintsville HMA Physician Management, LLC | |
| CSRA Holdings, LLC | Paintsville Hospital Company, LLC | |
| Deming Clinic Corporation | Phillips Clinic Corp. | |
| Deming Hospital Corporation | Phillips Hospital Corporation | |
| Deming Nursing Home Company, LLC | QHC California Holdings, LLC | |
| DHSC, LLC | QHCCS, LLC | |
| Doctors Hospital Physician Services, LLC | QHC HIM Shared Services, LLC | |
| Edwardsville Ambulatory Surgery Center, L.L.C. | QHG of Massillon, Inc. | |
| Evanston Clinic Corp. | QHR Development, LLC | |
| Evanston Hospital Corporation | QHR Healthcare Affiliates, LLC | |
| Fannin Regional Orthopaedic Center, Inc. | QHR Intensive Resources, LLC | |
| Forrest City Arkansas Hospital Company, LLC | QHR International, LLC | |
| Forrest City Clinic Company, LLC | Quorum Health Corporation | |
| Forrest City Hospital Corporation | Quorum Health Investment Company, LLC | |
| Fort Payne Clinic Corp. | Quorum Health Resources, LLC | |
| Fort Payne Hospital Corporation | Quorum Purchasing Advantage, LLC | |
| Fort Payne RHC Corp. | Quorum Solutions, LLC | |
| Galesburg Hospital Corporation | Red Bud Clinic Corp. | |
| Galesburg Professional Services, LLC | Red Bud Hospital Corporation | |
| Gateway Malpractice Assistance Fund, Inc. | Red Bud Illinois Hospital Company, LLC | |
| Georgia HMA Physician Management, LLC | Red Bud Physician Group, LLC | |
| Granite City ASC Investment Company, LLC | Red Bud Regional Clinic Company, LLC | |
| Granite City Clinic Corp | River to River Heart Group, LLC | |
| Granite City HBP Corp | San Miguel Clinic Corp. | |
| Granite City Hospital Corporation | San Miguel Hospital Corporation | |
| Granite City Illinois Hospital Company, LLC | SMMC Medical Group | |
| Granite City Orthopedic Physicians Company, LLC | Southern Illinois Medical Care Associates, LLC | |
| Granite City Physicians Corp. | Springfield Oregon Holdings, LLC | |
| Greenville Clinic Corp. | Sunbury Clinic Company, LLC | |
| Greenville Hospital Corporation | Sunbury Hospital Company, LLC | |
| Hamlet H.M.A., LLC | Three Rivers Medical Clinics, Inc. | |
| Hamlet HMA Physician Management, LLC | Tooele Clinic Corp. | |
| Hamlet HMA PPM, LLC | Tooele Hospital Corporation | |
| Haven Clinton Medical Associates, LLC | Triad of Oregon, LLC |
| Heartland Rural Healthcare, LLC | Watsonville Healthcare Management, LLC | |
| Hidden Valley Medical Center, Inc. | Watsonville Hospital Corporation | |
| HMA Foundation, Inc. | Waukegan Clinic Corp. | |
| Hospital of Barstow, Inc. | Waukegan Hospital Corporation | |
| Hospital of Louisa, Inc. | Waukegan Illinois Hospital Company, LLC | |
| In-Home Medical Equipment Supplies and Services, Inc. | Western Illinois Kidney Center, LLC | |
| Jackson Hospital Corporation | Williamston Clinic Corp. | |
| Jackson Physician Corp. | Williamston HBP Services, LLC | |
| Kentucky River HBP, LLC | Williamston Hospital Corporation | |
| Kentucky River Physician Corporation | Winder HMA, LLC | |
| King City Physician Company, LLC |
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.
| Date: May 6, 2016 | QUORUM HEALTH CORPORATION | |||||
| (Registrant) | ||||||
| By: | /s/ Michael J. Culotta | |||||
| Michael J. Culotta | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
| (principal financial officer and principal accounting officer) | ||||||