KNOXVILLE, Tenn., Jan. 9, 2017 /PRNewswire/ -- Team Health
Holdings, Inc. (the "Company") (NYSE: TMH) today announced that
Tennessee Merger Sub, Inc. ("Merger Sub"), an affiliate of The
Blackstone Group L.P. (the "Sponsor"), formed in connection with
the previously announced proposed acquisition of the Company by
certain investment funds affiliated with the Sponsor pursuant to
the Agreement and Plan of Merger, dated as of October 30, 2016 (the "Merger Agreement"), by and
among the Company, Tennessee Parent, Inc., a Delaware corporation, and Merger Sub (the
"Merger"), intends to offer $1,015
million in aggregate principal amount of its Senior Notes
due 2025 (the "Notes"), subject to market and other conditions.
Merger Sub intends to use the proceeds from the offering of the
Notes to finance a portion of the cash consideration for the
Merger. Upon consummation of the Merger, Merger Sub will merge with
and into the Company, with the Company continuing as the surviving
corporation.
Unless the Merger and certain related transactions are
consummated simultaneously with the offering of the Notes, Merger
Sub will deposit (or cause to be deposited) the gross proceeds of
the offering of the Notes into a segregated escrow account until
the date that certain escrow release conditions, including the
consummation of the Merger, have been satisfied. The Notes will be
senior unsecured obligations of Merger Sub. Upon the release of the
proceeds from escrow, the Company will assume the obligations under
the Notes and the Notes will initially be guaranteed by certain of
the Company's subsidiaries on a senior unsecured basis.
The Notes and the related guarantees will be offered to persons
reasonably believed to be qualified institutional buyers in
accordance with Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"), and to non-U.S. persons outside
the United States pursuant to
Regulation S under the Securities Act. The Notes and the related
guarantees have not been registered under the Securities Act or any
state or other jurisdiction's securities laws. Accordingly, the
Notes may not be offered or sold in the
United States absent registration or an applicable exemption
from registration requirements under the Securities Act and any
applicable state or other jurisdiction's securities laws.
This press release is being issued pursuant to Rule 135c under
the Securities Act, and is neither an offer to sell nor a
solicitation of an offer to buy any securities and shall not
constitute an offer to sell or a solicitation of an offer to buy,
or a sale of any securities in any jurisdiction in which such
offer, solicitation or sale is unlawful.
About TeamHealth
At TeamHealth (NYSE: TMH), our purpose is to perfect physicians'
ability to practice medicine, every day, in everything we do.
Through our more than 20,000 affiliated healthcare professionals
and advanced practice clinicians, TeamHealth offers outsourced
emergency medicine, hospital medicine, critical care,
anesthesiology, orthopedic hospitalist, acute care surgery,
obstetrics and gynecology hospitalist, ambulatory care, post-acute
care and medical call center solutions to approximately 3,300 acute
and post-acute facilities and physician groups nationwide. Our
philosophy is as simple as our goal is singular: we believe better
experiences for physicians lead to better outcomes—for patients,
hospital partners and physicians alike. Join our team; we value and
empower clinicians. Partner with us; we deliver on our
promises.
The term "TeamHealth" as used throughout this release includes
Team Health Holdings, Inc., its subsidiaries, affiliates,
affiliated medical groups and providers, all of which are part of
the TeamHealth organization. "Providers" are physicians, advanced
practice clinicians and other healthcare providers who are employed
by or contract with subsidiaries or affiliated entities of Team
Health Holdings, Inc. All such providers exercise independent
clinical judgment when providing patient care. Team Health
Holdings, Inc. does not have any employees, does not contract with
providers and does not practice medicine.
Forward-looking Statements
This communication contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995 with respect to the financial condition, results of
operations and businesses of the Company. Some of these statements
can be identified by terms and phrases such as "anticipate,"
"believe," "intend," "estimate," "expect," "continue," "could,"
"should," "may," "plan," "project," "predict" and similar
expressions. The Company cautions readers of this communication
that such "forward looking statements," including without
limitation, those relating to the proposed Merger being completed
within the anticipated timeframe or at all, the realization of the
expected benefits of the proposed Merger, the Company's and the
combined business' future business prospects, revenue, working
capital, professional liability expense, liquidity, capital needs,
interest costs and income, wherever they occur in this
communication or in other statements attributable to the Company,
are necessarily estimates reflecting the judgment of the Company's
senior management and involve a number of risks and uncertainties
that could cause actual results to differ materially from those
suggested by the "forward looking statements."
Factors that could cause our actual results to differ materially
from those expressed or implied in such forward-looking statements
include, but are not limited to, the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Merger Agreement; the inability to
complete the proposed Merger due to the failure to obtain
stockholder approval for the proposed Merger or the failure to
satisfy other conditions to completion of the proposed Merger,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the transaction; risks
related to disruption of management's attention from the Company's
ongoing business operations due to the transaction; the effect of
the announcement of the proposed Merger on the Company's
relationships with its customers, operating results and business
generally; the risk that the proposed Merger will not be
consummated in a timely manner; exceeding the expected costs of the
Merger; the current U.S. and global economic conditions; the
current U.S. and state healthcare reform legislative initiatives;
our exposure to financial risk under the BPCI program and other
value based payment programs; our ability to find suitable
acquisition candidates or successfully integrate completed
acquisitions, including our acquisition of IPC Healthcare, Inc.
("IPC"); our ability to realize the expected benefits of the
acquisition of IPC; the risk that the IPC acquisition disrupts
current plans and operations and disrupts our relationship with
payors, physicians and other healthcare professionals; our ability
to realize the value of intangible assets, including goodwill,
recognized in connection with our acquisitions; the effect and
interpretation of current or future government regulation of the
healthcare industry, and our ability to comply with these
regulations; our exposure to billing investigations and audits by
private payors and federal and state authorities, as well as
auditing contractors for governmental programs; our exposure to
professional liability lawsuits; the adequacy of our insurance
reserves; our reliance on reimbursements by third-party payors, as
well as payments by individuals; the impact of recent or potential
federal and state legislation that restricts our ability to balance
bill patients, or prescribes how potential out of network charges
are calculated and reimbursed; change in rates or methods of
government payments for our services; the general level of
emergency department patient volumes at our clients' facilities;
our exposure to the financial risks associated with fee for service
contracts; our ability to timely or accurately bill for services;
our ability to timely enroll healthcare professionals in the
Medicare program; a reclassification of independent contractor
physicians by tax authorities; the concentration of a significant
number of our programs in certain states, particularly Florida, Ohio, and Tennessee; any loss of or failure to renew
contracts within the Military Health System Program, which are
subject to a competitive bidding process; our exposure to
litigation; fluctuations in our quarterly operating results, which
could affect our ability to raise new capital for our business;
effect on our revenues if we experience a net loss of contracts;
our ability to accurately assess the costs we will incur under new
contracts; our ability to implement our business strategy and
manage our growth effectively; our future capital needs and ability
to raise capital when needed; our ability to successfully recruit
and retain qualified healthcare professionals; enforceability of
our non-competition and non-solicitation contractual arrangements
with some affiliated physicians and professional corporations; the
high level of competition in our industry; our dependence on
numerous complex information systems and our ability to maintain
these systems or implement new systems or any disruptions in our
information systems; our ability to protect our proprietary
technology and services; our loss of key personnel and/or ability
to attract and retain highly qualified personnel; our ability to
comply with privacy regulations regarding the use and disclosure of
patient information; our ability to comply with federal or state
anti-kickback laws; our ability to comply with federal and state
physician self-referral laws and regulations or issuance of
additional legislative restrictions; changes in existing laws or
regulations, adverse judicial or administrative interpretations of
these laws and regulations or enactment of new legislation; changes
in accounting standards, rules and interpretations or inaccurate
estimates or assumptions in the application of accounting policies
and the impact on our financial statements; our exposure to a loss
of contracts with our physicians or termination of relationships
with our affiliated professional corporations in order to comply
with antitrust laws; our substantial indebtedness and ability to
incur substantially more debt; our ability to generate sufficient
cash to service our debt; and restrictive covenants in our debt
agreements, which may restrict our ability to pursue our business
strategies and our ability to comply with them. For a more detailed
discussion of these factors, see the information under the caption
"Risk Factors" in the Company's most recent Annual Report on Form
10-K filed with the Securities and Exchange Commission ("SEC") and
in the Company's Quarterly Reports on Form 10-Q filed with the SEC
on November 4, 2016, August 2, 2016 and May 9,
2016 and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Company's most recent
Annual Report on Form 10-K filed with the SEC on February 22, 2016 and in the Company's Quarterly
Reports on Form 10-Q filed with the SEC on November 4, 2016, August
2, 2016 and May 9, 2016.
The Company's forward-looking statements speak only as of the
date of this communication or as of the date they are made. The
Company disclaims any intent or obligation to update any "forward
looking statement" made in this communication to reflect changed
assumptions, the occurrence of unanticipated events or changes to
future operating results over time.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/team-health-holdings-inc-announces-1015-million-senior-notes-offering-by-tennessee-merger-sub-inc-300387542.html
SOURCE TeamHealth
