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 (October 1, 2010)
EMDEON INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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001-34435
(Commission File Number)
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20-5799664
(IRS Employer
Identification No.) |
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3055 Lebanon Pike, Suite 1000
Nashville, TN
(Address of Principal Executive Offices)
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37214
(Zip Code) |
(615) 932-3000
(Registrant’s telephone number, including area code)
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01 |
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Entry into a Material Definitive Agreement |
On October 1, 2010, Emdeon Business Services LLC (“EBS”) and Medifax-EDI Holding Company
(“Medifax”, and together with EBS, the “Borrowers”), each an indirect subsidiary of Emdeon Inc., a
Delaware corporation (“Emdeon”), and EBS Master LLC (“EBS Master”), a subsidiary of Emdeon, entered
into Amendment No. 3 to First Lien Credit Agreement (the “Amendment”), which amends the First Lien
Credit Agreement, dated as of November 16, 2006 (as amended by Amendment No. 1 dated as of March 9,
2007, Amendment No. 2 dated as of July 7, 2009, and the Amendment, the “Credit Agreement”), by and
among the Borrowers, EBS Master, the lenders and agents party thereto from time to time and
Citibank, N.A., as administrative agent and collateral agent (in such capacity, the “Agent”).
The Amendment was entered into in connection with the incurrence of an additional $100 million
of term loan indebtedness under the Credit Agreement pursuant to an incremental term loan facility
(the “Incremental Facility”). The term loans under the Incremental Facility will bear interest at
the Borrowers’ option at either (i) the Adjusted LIBO Rate (as defined in the Credit Agreement),
plus 3.00% per annum with an Adjusted LIBO Rate floor of 1.50% or (ii) the Alternate Base Rate (as
defined in the Credit Agreement), plus 2.00% per annum, with an Alternate Base Rate floor of 2.50%.
Other than the interest rate, the incremental term loans incurred under the Incremental Facility
are on substantially the same terms as the existing term loans incurred under the Credit Agreement.
The proceeds of the borrowing under the Incremental Facility were used to finance, in part, 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”) and any remaining proceeds will be used for general corporate purposes.
The foregoing summary is qualified in its entirety by reference to the Amendment, which is
filed herewith as Exhibit 4.1 and is incorporated herein by reference.
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| Item 2.01 |
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Completion of Acquisition or Disposition of Assets. |
On October 1, 2010, Medifax 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 the CEA Entities, pursuant to the terms of an Agreement and
Plan of Merger dated as of September 3, 2010 (the “Merger Agreement”). The execution of the Merger
Agreement was previously disclosed in a Current Report on Form 8-K filed by Emdeon on September 8,
2010.
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 $260,000,000, prior to giving
effect to certain working capital and other balance sheet adjustments as of the closing.
Emdeon will file with the Securities and Exchange Commission (the “SEC”) the financial
statements and pro forma financial information required to be filed pursuant to Rule 3-05 of
Regulation S-X and Article 11 of Regulation S-X within 71 days of the date on which this Current
Report on Form 8-K was required to be filed with the SEC.