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): July 23, 2015
CATAMARAN CORPORATION
(Exact name of registrant as specified in its charter)
Commission
File Number: 000-52073
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Yukon Territory, Canada |
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98-0167449 |
(State or other jurisdiction of incorporation) |
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(I.R.S. Employer Identification No.) |
1600 McConnor Parkway
Schaumburg, Illinois 60173-6801
(Address of principal executive offices, including zip code)
(800) 282-3232
(Registrants telephone number, including area code)
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:
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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)) |
Item 1.02. |
Termination of a Material Definitive Agreement. |
In anticipation of the completion of
the Arrangement (as defined below), effective as of July 23, 2015 (the Closing Date), but prior to the Effective Time (as defined below), all fees and other amounts outstanding under the Credit Agreement, dated as of July 2,
2012 (as it may have been amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the Credit Agreement), among Catamaran Corporation, a Yukon Territory corporation (Catamaran),
certain of Catamarans subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, were paid and the Credit Agreement was terminated and without any party to the Credit Agreement incurring any
penalties in connection with the termination.
On the Closing Date, Catamaran announced that it will redeem all of its outstanding 4.75%
Senior Notes due 2021 (the Notes) issued pursuant to the Indenture (the Base Indenture), dated as of March 6, 2014, between Catamaran and Wilmington Trust, National Association (the Trustee), as
supplemented by the First Supplemental Indenture, dated as of March 12, 2014, among Catamaran, certain of Catamarans subsidiary guarantors signatory thereto and the Trustee (together with the Base Indenture, the
Indenture), and that the Trustee, on behalf of Catamaran, has delivered an irrevocable notice of redemption to holders of the outstanding Notes. In connection therewith, Catamaran irrevocably deposited with the Trustee on the Closing
Date sufficient funds to fund the redemption in full of the Notes on August 23, 2015. As a result, Catamaran and the guarantors under the Notes have been released from their respective obligations under the Notes and the Indenture has ceased to
be of further effect as to the Notes (in each case, subject to certain limited exceptions), pursuant to the satisfaction and discharge provisions thereunder, effective as of the Closing Date.
Item 2.01. |
Completion of Acquisition or Disposition of Assets. |
On the Closing Date, pursuant to
the previously announced Arrangement Agreement (as it may have been amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the Arrangement Agreement), dated as of March 29, 2015, among
UnitedHealth Group Incorporated, a Delaware corporation (UnitedHealth Group), Catamaran and 1031387 B.C. Unlimited Liability Company, a British Columbia unlimited liability company and wholly owned subsidiary of UnitedHealth Group
(Purchaser), the statutory arrangement under section 195 of the Business Corporations Act (Yukon) contemplated by the Arrangement Agreement, whereby Purchaser acquired all of the outstanding shares of Catamaran capital stock (the
Arrangement) was completed.
Pursuant to the Arrangement, all of the common shares (each, a Common Share) of
Catamaran, issued and outstanding immediately prior to the effective time of the Arrangement (the Effective Time), were converted into the right to receive an amount in cash equal to $61.50 per share (the Arrangement
Consideration), without interest and less applicable withholding taxes.
Pursuant to the Arrangement, Catamaran equity-based awards
outstanding immediately prior to the Effective Time were generally subject to the following treatment:
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each option to acquire Common Shares granted prior to January 1, 2014 and outstanding immediately prior to the Effective Time fully vested and was cancelled in exchange for the right to receive (without interest)
an amount in cash equal to the product of the number of Common Shares subject to such option immediately prior to such time, multiplied by the excess, if any, of the Arrangement Consideration over the exercise price per Common Share for such option,
less any withholding taxes; |
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each option to acquire Common Shares granted on or after January 1, 2014 and outstanding immediately prior to the Effective Time was converted into an option to purchase a number of common shares of UnitedHealth
Group (Parent Shares) based on the equity award conversion ratio set forth in the Arrangement Agreement (with (a) the exercise price of each such option adjusted based on such equity award conversion ratio and (b) each such
converted option remaining subject to all other terms and conditions applicable to the option (including vesting and exercisability terms) immediately prior to the Effective Time); |
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each restricted stock unit granted prior to January 1, 2014 and outstanding immediately prior to the Effective Time fully vested (with performance-based restricted stock unit awards (PBRSUs) vesting at
200% of the target level applicable to such PBRSUs), and each such restricted stock unit was cancelled in exchange for the right to receive (without interest) the Arrangement Consideration (less any withholding taxes) for each Common Share subject
to such award; and |
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each restricted stock unit granted on or after January 1, 2014 and outstanding immediately prior to the Effective Time, whether vested or unvested, was converted into a restricted stock unit denominated in Parent
Shares based on the equity award conversion ratio set forth in the Arrangement Agreement (with (a) the number of Common Shares subject to PBRSUs determined based on a level of performance of 166.67% of the target level for any PBRSUs granted in
2014 and 133.33% of the target level for any PBRSUs granted in 2015 and (b) such converted restricted stock units remaining subject to all other terms and conditions applicable to such restricted stock units (including time-based vesting terms)
immediately prior to the Effective Time). |
The foregoing equity award treatment was subject to the terms of any employment or
individual award agreement providing for accelerated vesting upon a change in control of Catamaran or, for awards that were converted into equity awards of UnitedHealth Group, accelerated vesting upon a qualifying termination of employment following
a change in control.
The foregoing description of the Arrangement Agreement and the Arrangement does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the Arrangement Agreement, a copy of which was attached as Exhibit 2.1 to Catamarans Current Report on Form 8-K filed with the United States Securities and Exchange Commission (the
SEC) on March 30, 2015, the terms of which are incorporated herein by reference.
The disclosure regarding the Arrangement Agreement and the Arrangement set forth under
Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.01. Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On the Closing Date, Catamaran notified the NASDAQ Stock
Market LLC (NASDAQ) that the Arrangement had been completed and requested that trading in Common Shares be suspended and that the Common Shares be withdrawn from listing on NASDAQ, effective as of the close of trading on the Closing
Date. On the Closing Date, NASDAQ filed with the SEC a notification of removal from listing on Form 25 to report that the Common Shares will no longer be listed on NASDAQ. Common Shares will cease trading on NASDAQ effective as of the close of
trading on the Closing Date and will be delisted from NASDAQ.
On the Closing Date, Catamaran notified the Toronto Stock Exchange (the
TSX) that the Arrangement had been completed and has requested that the Common Shares be delisted from the TSX. It is expected that the Common Shares will be delisted from the TSX shortly following the Closing Date.
Catamaran intends to file with the SEC a certification and notice of termination on Form 15 to terminate the registration of Common Shares
under the Securities Exchange Act of 1934 (as amended, the Exchange Act) and to suspend Catamarans reporting obligations under Sections 13 and 15(d) of the Exchange Act. Additionally, once delisting from the TSX and NASDAQ is
complete, Catamaran intends to file the required notices and applications for it to cease to be a reporting issuer in all jurisdictions in Canada where it is currently a reporting issuer.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.
Item 3.03. |
Material Modification to Rights of Security Holders. |
In connection with the
Arrangement, holders of Common Shares and outstanding stock options and restricted stock units immediately prior to such time ceased to have any rights as stockholders in Catamaran (other than their right to receive the Arrangement Consideration or
other applicable amount pursuant to the Arrangement Agreement).
The information set forth in Items 2.01, 3.01 and 5.01 of this Current
Report on Form 8-K is incorporated by reference in this Item 3.03.
Item 5.01. |
Changes in Control of Registrant. |
In connection with the Arrangement, a change in
control of Catamaran occurred and Catamaran became an indirect wholly owned subsidiary of UnitedHealth Group.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by
reference in this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On the Closing Date, all of the directors of Catamaran submitted letters of resignation
to resign from their respective positions as directors of Catamaran, effective as of the Effective Time.
The executive officers of
Catamaran immediately prior to the Effective Time, including the Chief Executive Officer, Mark A. Thierer, will continue to serve in their current positions with Catamaran, except for Mike Shapiro and Cliff Berman, each of whom separated from
Catamaran on the Closing Date, effective as of the Effective Time.
Item 7.01. |
Regulation FD Disclosure. |
On the Closing Date, Catamaran issued a press release
announcing, among other things, the scheduled redemption of the Notes and the satisfaction and discharge of the Indenture, the payoff and termination of the Credit Agreement, and the completion of the Arrangement. A copy of the press release is
furnished as Exhibit 99.1 hereto and incorporated in this Item 7.01 by reference.
The information set forth in this Item 7.01
and Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
Item 9.01. |
Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
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2.1 |
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Arrangement Agreement, dated as of March 29, 2015, among UnitedHealth Group Incorporated, 1031387 B.C. Unlimited Liability Company and Catamaran Corporation (incorporated by reference to Exhibit 2.1 to Catamarans Current
Report on Form 8-K filed on March 30, 2015) |
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99.1 |
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Press Release, dated July 23, 2015 |
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.
Date: July 23, 2015
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CATAMARAN CORPORATION |
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By: |
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/s/ Mark A. Thierer |
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Mark A. Thierer |
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Chief Executive Officer |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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2.1 |
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Arrangement Agreement, dated as of March 29, 2015, among UnitedHealth Group Incorporated, 1031387 B.C. Unlimited Liability Company and Catamaran Corporation (incorporated by reference to Exhibit 2.1 to Catamarans Current
Report on Form 8-K filed on March 30, 2015) |
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99.1 |
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Press Release, dated July 23, 2015 |
Exhibit 99.1
For Immediate Release
OPTUMRX, CATAMARAN COMPLETE COMBINATION
Schaumburg, IL (July 23, 2015) Catamaran Corporation [NASDAQ: CTRX, TSX: CCT] announced that Optum completed its acquisition of Catamaran
effective earlier today.
Under the terms of the agreement, all of the shares of Catamaran were acquired for $61.50 per share in cash, with all Catamaran
shares expected to be delisted from NASDAQ effective as of close of trading today and from the Toronto Stock Exchange (TSX) shortly.
In connection with
the completion of the acquisition, Catamaran repaid in full and terminated its existing senior credit facilities. On July 23, 2015, Catamaran also delivered an irrevocable notice of redemption to holders of all of its outstanding 4.75% Senior
Notes due 2021 (CUSIP No. 148887AA0) (the Notes) and irrevocably deposited with the trustee for the Notes sufficient funds to fund the redemption in full of the Notes on August 23, 2015. As a result, Catamaran and the
subsidiary guarantors under the Notes have been released from their respective obligations under the Notes indenture (subject to certain limited exceptions), effective as of July 23, 2015.
About Catamaran
Catamaran, one of the industrys
fastest-growing pharmacy benefits manager, helps organizations and the communities they serve take control of prescription drug costs. Managing more than 400 million prescriptions each year on behalf of 35 million members, our flexible,
holistic solutions improve patient care and empower individuals to take charge of their health. Processing one in every five prescription claims in the U.S., Catamarans skill and scale deliver compelling financial results and sustainable
improvement in the overall health of members. Catamaran is headquartered in Schaumburg, IL., with multiple locations in the United States and Canada. For more information, please visit www.CatamaranRx.com, and for industry news and information
follow Catamaran on Twitter, @CatamaranCorp.
Investor and Media Contact:
Tony Perkins
Tel: (312) 261-7805
tony.perkins@catamaranrx.com
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