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): February 28, 2020
Premier, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
001-36092 |
35-2477140 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
13034 Ballantyne Corporate Place
Charlotte, NC 28277
(Address of Principal Executive Offices) (Zip Code)
(704) 357-0022
(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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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Class A Common Stock, $0.01 Par Value |
PINC |
NASDAQ Global Select Market |
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). Emerging growth company ☐
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. ☐
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On February 4, 2020, Premier, Inc. (“Premier”) announced that Premier, through two newly formed consolidated subsidiaries (the “Buyers”), entered into an asset purchase agreement (the “Purchase Agreement”) dated as of February 3, 2020 by and among the Buyers, Acurity, Inc. (“Acurity”), Nexera, Inc. (“Nexera”, and together with Acurity, the “Sellers”), and Premier Healthcare Alliance, L.P. (“Premier LP”) and GNYHA Management Corporation, each as guarantors, pursuant to which the Buyers have agreed to acquire substantially all of the assets and assume certain liabilities of the Sellers. The Sellers are each indirect wholly-owned subsidiaries of Greater New York Hospital Association, Inc. (“GNYHA”).
The transaction closed on February 28, 2020. As previously announced, pursuant to the terms of the Purchase Agreement, Premier agreed to pay an aggregate amount of approximately $291.5 million, of which approximately $46.5 million represents the agreed upon net present value of the amounts that would have been payable to GNYHA Purchasing Alliance, LLC (“GNYHA Purchasing”) pursuant to that certain Tax Receivable Agreement (the “TRA”), made as of September 25, 2013, as amended to date, by and among Premier and the limited partners of Premier LP, had GNYHA Purchasing remained a limited partner of Premier LP throughout the term of the TRA (“Discounted TRA Payments”). Premier paid approximately $166.1 million at closing, which included Discounted TRA Payments of approximately $41.1 million. An additional $120.0 million will be paid to Sellers in four equal annual installments of $30.0 million on or about June 30, 2021, 2022, 2023 and 2024. An additional approximately $5.4 million in Discounted TRA Payments is expected to be paid to GNYHA Purchasing during Premier’s third fiscal quarter of 2021. Premier funded the closing payments with borrowings under its revolving credit facility and expects to fund any remaining payments with available cash on hand and/or additional borrowings under its then existing revolving credit facility.
In addition to the aggregate amount of approximately $291.5 million, the Purchase Agreement provides for a graduated contingent payment of up to $30.0 million based upon Premier’s achievement of a range of member renewals on terms to be agreed to by Premier and GNYHA based on prevailing market conditions in December 2023.
Premier and its affiliates, and certain of its directors and officers, have previously disclosed relationships with GNYHA and its affiliates, including the Sellers, in addition to the transaction. These relationships are discussed (i) in Note 17—Related Party Transactions and Note 19—Segments to the consolidated financial statements included in Premier’s Form 10-K for the year ended June 30, 2019 (“2019 Form 10-K”) and Item 1—Business—Our Membership of the 2019 Form 10-K and (ii) under the headings “Related Person Transactions” and “Security Ownership of Certain Beneficial Owners and Management” in our Definitive Proxy Statement dated October 23, 2019, each of which is incorporated herein by reference.
On February 26, 2020, the parties executed the First Amendment to the Purchase Agreement to correct certain descriptions of and references to the parties in the preamble. Shortly after the date of this Current Report on Form 8-K, the Buyers, Prince A Purchaser, LLC and Prince N Purchaser, LLC, will change their legal names to Acurity, LLC and Nexera, LLC, respectively.
The information provided under this Item 2.01 is a summary of certain portions of the Purchase Agreement, as amended, and does not purport to be a complete description and is subject to, and qualified in its entirety by, (i) the information provided under Item 1.01 of Premier’s Current Report on Form 8-K filed on February 4, 2020 and (ii) the text of the Purchase Agreement, as amended, a copy of which was attached as (a) Exhibit 2.1 to Premier’s Current Report on Form 8-K filed on February 4, 2020 and (b) Exhibit 2.1.1 hereto. To the extent not superseded by this Form 8-K, Item 1.01 of Premier’s Current Report on Form 8-K filed on February 4, 2020 and Exhibit 2.1 to such Form 8-K, are incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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2.1 |
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2.1.1 |
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104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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.
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Premier, Inc. |
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By: |
/s/ Susan D. DeVore |
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Name: |
Susan D. DeVore |
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Title: |
Chief Executive Officer |
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Date: February 28, 2020
Exhibit 2.1.1
EXECUTION
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This FIRST AMENDMENT to the Asset Purchase Agreement, dated February 26, 2020 (this “Amendment”), is entered into by and among Prince A Purchaser, LLC and Prince N Purchaser, LLC, each a Delaware limited liability company (together, the “Purchasers”) and Acurity Inc. and Nexera, Inc., each a New York corporation (together, the “Company Parties”).
WHEREAS, reference is hereby made to that certain Asset Purchase Agreement, dated February 3, 2020 (the “Agreement”), by and among the Purchasers, the Company Parties, Premier Healthcare Alliance, L.P., a California limited partnership (“Purchaser Guarantor”), and GNYHA Management Corporation, a New York corporation; and
WHEREAS, in accordance with Section 10.3 of the Agreement, the Purchasers and Company Parties desire to amend the Agreement as set forth herein to ameliorate certain errors in the description of and references to the Purchaser Guarantor. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the Agreement.
NOW, THEREFORE, in further consideration of the mutual promises and covenants contained in the Agreement and without the requirement of any additional consideration, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Amendments. The preamble of the Agreement is hereby amended and restated in its entirety as follows:
THIS ASSET PURCHASE AGREEMENT (along with the exhibits and schedules hereto, this “Agreement”) is made as of February 3, 2020, by and among Prince A Purchaser, LLC, a Delaware limited liability company (the “Premier Acurity Purchaser”), and Prince N Purchaser, LLC, a Delaware limited liability company (the “Premier Nexera Purchaser,” and, together with Premier Acurity Purchaser, the “Purchasers,” and each, individually, a “Purchaser”), Acurity, Inc., f/k/a GNYHA Services, Inc., a New York corporation (“Acurity”) and Nexera, Inc., f/k/a GNYHA Consulting, Inc., a New York corporation (“Nexera” and, together with Acurity, the “Company Parties” and each, individually, a “Company Party”), Premier Healthcare Alliance, L.P., a California limited partnership (the “Purchaser Guarantor” or “Premier LP”) (solely for purposes of Sections 4.1, 4.5, 4.8, 6 and 8.5 and the other provisions in which Purchaser Guarantor is named) and GNYHA Management Corporation, a New York corporation (the “Guarantor” solely for purposes of Sections 3.3(a), 6.2, 6.3, 6.4, 6.5, 6.6, 6.10(b), 6.13, 6.15, 6.16, 6.17, 6.18 and 8.4 and the other provisions in which the Guarantor is named). Certain terms used in this Agreement shall have the meaning ascribed to them in Section 9 hereof.
2. Entire Agreement. This Amendment, the Agreement, the other Transaction Documents and any documents, agreements, instruments and certificates delivered pursuant hereto or thereto (together with the recitals, the schedules and exhibits herein and therein), embody the entire agreement and understanding among the parties hereto and thereto with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings relating to such subject matter.
3. Miscellaneous. Sections 10.5 (Notices), 10.7 (Headings; Gender), 10.8 (Severability), 10.11 (Governing Law), 10.12 (Dispute Resolution), 10.14 (Waiver of Jury Trial); and 10.17 (Construction) of the Agreement are incorporated by reference herein, mutatis mutandis.
4. Counterparts. This Amendment may be executed in two or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic mail in PDF or similar format shall be effective as delivery of a mutually executed counterpart to this Amendment.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed on its behalf of the day and year first above written.
| PURCHASERS: | ||
| PRINCE A PURCHASER, LLC | ||
| By: |
/s/ Craig McKasson |
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| Name: | Craig McKasson | |
| Title: | Chief Financial Officer | |
| PRINCE N PURCHASER, LLC | ||
| By: |
/s/ Craig McKasson |
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| Name: | Craig McKasson | |
| Title: | Chief Financial Officer | |
| COMPANY PARTIES: | ||
| ACURITY, INC. | ||
| By: |
/s/ Lee H. Perlman |
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| Name: | Lee H. Perlman | |
| Title: | Chief Executive Officer | |
| NEXERA, INC. | ||
| By: |
/s/ Lee H. Perlman |
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| Name: | Lee H. Perlman | |
| Title: | Chief Executive Officer | |
[Signature Page to First Amendment]