8-K

 

 

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): December 3, 2014 (December 2, 2014)

 

 

EMDEON INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-34435   20-5799664

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

3055 Lebanon Pike, Suite 1000

Nashville, TN

   37214
(Address of Principal Executive Offices)   (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):

 

¨ 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 7.01. Regulation FD Disclosure.

On December 2, 2014, Emdeon Inc. (the “Company”) issued a press release announcing its intention to increase its outstanding term loan borrowings by up to $160 million (the “Contemplated Transaction”) for general corporate purposes, including acquisitions. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference. In connection with the Contemplated Transaction, the Company plans to provide certain third parties with the information set forth in Exhibit 99.2 hereto, which also is incorporated herein by reference. Such information is supplemental and is intended to be considered in conjunction with the Company’s previously disclosed financial and other information, including, without limitation, the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and other reports previously filed by the Company with the Securities and Exchange Commission.

The information included in this Current Report (including Exhibit 99.1 and Exhibit 99.2 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. In furnishing this information, the Company makes no admission as to the materiality of any information in this Current Report that is required to be disclosed solely by reason of Regulation FD.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished with this Current Report.

 

Exhibit

No.

   

Description

99.1    Press release dated December 2, 2014.
99.2    Certain information to be provided to prospective debt financing sources

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.

 

    EMDEON INC.
Date: December 3, 2014     By:  

/s/ Gregory T. Stevens

    Name:   Gregory T. Stevens
    Title:   Executive Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

 

Exhibit

No.

   

Description

99.1    Press release dated December 2, 2014.
99.2    Certain information to be provided to prospective debt financing sources