SECURITIES AND EXCHANGE COMMISSION FORM 8-K Current report filing Filing Date: 2017-05-24 | Period of Report: 2017-05-18 SEC Accession No. 0001193125-17-181607 (HTML Version on secdatabase.com) FILER IASIS Healthcare LLC Mailing Address Business Address 117 SEABOARD LANE 117 SEABOARD LANE CIK:1294632| IRS No.: 201150104 | State of Incorp.:DE | Fiscal Year End: 0930 BUILDING E BUILDING E Type: 8-K | Act: 34 | File No.: 333-117362 | Film No.: 17866693 FRANKLIN TN 37067 FRANKLIN TN 37067 SIC: 8062 General medical & surgical hospitals, nec (615) 844-2747 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 24, 2017 (May 18, 2017) IASIS HEALTHCARE LLC (Exact Name of Registrant as Specified in Charter) Delaware 333-117362 20-1150104 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 117 Seaboard Lane, Building E Franklin, Tennessee 37067 (Address of Principal Executive Offices) (Zip Code) (615) 844-2747 (Registrants 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): ☐ 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)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 1.01 Entry into a Material Definitive Agreement. On May 18, 2017, IASIS Healthcare Corporation (the parent of IASIS Healthcare LLC) (Parent) agreed to be acquired by Steward Health Care System LLC (Steward) in a merger transaction (the Acquisition). In connection with Stewards financing for the Acquisition, on May 18, 2017, Parent and certain of its subsidiaries (the Real Property Sellers) entered into a Real Property Asset Purchase Agreement (the APA) with affiliates of Medical Properties Trust, Inc. (MPT). Pursuant to the APA, immediately prior to closing of the Acquisition, the Real Property Sellers will sell (the Real Property Sale and, together with the Acquisition, the Transactions) to MPT substantially all of the hospital real estate of Parent and its subsidiaries. The Acquisition (and Real Property Sale) are subject to regulatory and other customary approvals and conditions. Closing of the Transactions is expected to occur in the third calendar quarter of 2017. Item 7.01 Regulation FD Disclosure IASIS Healthcare LLC (the Company) issued a press release regarding the Transactions, which such press release is furnished herewith as Exhibit 99.1. Forward-Looking Statements Some of the statements we make in this press release are forward-looking within the meaning of the federal securities laws, which are intended to be covered by the safe harbors created thereby. Those forward-looking statements include all statements that are not historical statements of fact and those regarding the Companys intent, belief or expectations including, but not limited to, future financial and operating results the Companys ability to consummate the Transactions, the Companys plans, objectives, expectations and other statements that are not historical facts. Forward-looking statements involve known and unknown risks and uncertainties that may cause actual results in future periods to differ materially from those anticipated in the forward-looking statements. Important risks and uncertainties include that the Transactions remain subject to regulatory approvals, closing conditions and other terms and conditions contained within the definitive agreements for the Transactions, which may result in failure to close the Transactions in the timeframe we expect or at all. These additional risk factors and uncertainties are more fully described in Part I, Item 1A. Risk Factors of the Companys Annual Report on Form 10-K for the fiscal year ended September 30, 2016, as filed with the Securities and Exchange Commission. Although we believe that the assumptions underlying the forward-looking statements contained in this press release are reasonable, any of these assumptions could prove to be inaccurate, and, therefore, there can be no assurance that the forward-looking statements included in this press release will prove to be accurate. In light of the significant uncertainties inherent in the forward looking statements included herein, you should not regard the inclusion of such information as a representation by the Company or any other person that the Companys objectives and plans will be achieved. We undertake no obligation to publicly release any revisions to any forward-looking statements contained herein to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release dated May 19, 2017. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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. IASIS HEALTHCARE LLC Date: May 24, 2017 By: /s/ John M. Doyle John M. Doyle Chief Financial Officer Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated May 19, 2017. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exhibit 99.1 FOR IMMEDIATE RELEASE Friday, May 19, 2017 Contacts: Jeff Hall, Steward Health Care, 617-419-4773, [email protected] Joanie Brady, IASIS Healthcare, 615-467-1278, [email protected] STEWARD HEALTH CARE AND IASIS HEALTHCARE ANNOUNCE DEFINITIVE AGREEMENT TO MERGE Steward to Become Largest Privately-Owned For-Profit Hospital Operator in the U.S. BOSTON, MA Steward Health Care LLC (Steward) and IASIS Healthcare LLC (IASIS) today announced they have entered into a definitive agreement to merge their operations. The transaction will make Steward the largest private for-profit hospital operator in the United States with 36 hospitals across ten states, managed care operations in Arizona, Utah and Massachusetts, and projected revenues of almost $8 billion in 2018, the first year of consolidated operations. The merger is expected to close in the third calendar quarter of 2017, subject to customary regulatory approvals, terms and conditions. Terms of the transaction were not disclosed. Steward currently operates 18 hospitals and directly employs more than 1,300 multi-specialty physicians in locations across Massachusetts, Ohio, Florida and Pennsylvania. IASIS operates 17 hospitals and one behavioral health hospital in locations across Utah, Arizona, Colorado, Texas, Arkansas and Louisiana. Through this transaction, Steward will operate nearly 7,500 patient beds across ten states with approximately 38,000 employees including more than 1,800 directly employed multi-specialty physicians and several thousand aligned physicians. The merger with IASIS positions Steward to leverage IASISs multi-state operating experience to bring Stewards new model of health care and its award-winning health care services to patients across the nation. As part of the merger with IASIS, Steward Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document will also begin managing the Health Choice managed care operations, which covers more than 680,000 lives. This will bring the total number of covered lives within Stewards managed care and health insurance products to more than 1.1 million. Our physician-driven accountable care model focused on keeping patients healthy is transforming the health care industry as this transaction demonstrates, said Dr. Ralph de la Torre, Chairman and CEO of Steward Health Care. Our model shows how the industry can successfully shift toward a more cost-effective local, coordinated approach that puts patients first. The new model of health care practiced by Steward emphasizes quality care and wellness. Steward