false0001498068 0001498068 2020-05-06 2020-05-06


 
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): May 6, 2020
 
American Renal Associates Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-37751
27-2170749
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer
Identification Number)
 
 
 
 
 
500 Cummings Center
Beverly,
Massachusetts
 
01915
(Address of principal executive offices)
 
(Zip code)

(978) 922-3080
(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))
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
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.
☒
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
ARA
New York Stock Exchange
 


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Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On May 6, 2020, Steven M. Silver, a member of the Board of Directors (the “Board”) of American Renal Associates Holdings, Inc. (the “Company”) notified the Company of his decision to resign from the Board, effective upon the appointment of a successor director. Mr. Silver informed the Company that his decision to resign was not because of a disagreement with the Company on any matter relating to its operations, policies or practices.

On May 7, 2020, the Board increased the size of the Board from nine to ten members and appointed Jeremy Gelber, M.D. and Christopher Hocevar as directors of the Company to fill the vacancy created by Mr. Silver’s resignation and the additional vacancy created by the increase in the size of the Board. Dr. Gelber and Mr. Hocevar were appointed as Class III directors with an initial term expiring at the Company’s 2022 Annual Meeting of Stockholders. Dr. Gelber also has been designated as Chairman of the Nominating and Corporate Governance Committee of the Board and as a member of the Compensation Committee. Mr. Hocevar has not been and, as of the date of this Current Report on Form 8-K, is not expected to be designated as a member of any committees of the Board. The Board has determined that each of Dr. Gelber and Mr. Hocevar qualify as an independent director under New York Stock Exchange listing standards applicable to the full Board and, in the case of Dr. Gelber, the committees of which he is a member.

Dr. Gelber currently serves as a Senior Managing Director of Centerbridge Partners, L.P. (“Centerbridge”), where he leads the firm’s investment team in the healthcare sector. Prior to joining Centerbridge, Dr. Gelber was a Partner at Pamplona Capital Management, LLP, a private equity firm, where he led the healthcare investing group. Prior to Pamplona Capital, he was an Executive Director in the Healthcare Investment Banking Division at Morgan Stanley. Previously, Dr. Gelber was a physician and completed his medical degree at Jefferson Medical College. He also holds a Bachelor of Science degree from Dartmouth College. Dr. Gelber serves on the board of directors of Civitas Solutions, Inc., GoHealth, LLC and Remedi SeniorCare Holding Corporation.

Mr. Hocevar currently serves as an independent consultant to Centerbridge. He previously had a 16-year career at Cigna Corporation, where he most recently served as President, U.S. Commercial Healthcare Segments and Specialty Businesses until 2018. He joined Cigna in 2002 and held numerous roles of progressive responsibility leading customer segments, specialty lines of business and operational units. Prior to Cigna, Mr. Hocevar worked in Deloitte & Touche’s global insurance consulting practice. He holds a Bachelor of Business Administration from the University of Toledo and a Master of Business Administration from Case Western Reserve University.

The Company is party to an amended and restated stockholders agreement with affiliates of Centerbridge and certain of the Company’s executive officers, which provides that until the Company ceases to be a controlled company, such affiliates of Centerbridge will have the right to designate a majority of the Company’s directors. After the Company ceases to be a controlled company, affiliates of Centerbridge will continue to have the right to designate nominees to the Company’s board of directors, subject to the maintenance of certain ownership requirements in the Company. Affiliates of Centerbridge have selected Dr. Gelber as a director.

Except as described above, each of Dr. Gelber and Mr. Hocevar has (i) no arrangements or understandings with any other person pursuant to which he was appointed as a director and (ii) no family relationship with any current director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.

Each of Dr. Gelber and Mr. Hocevar has had no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K.

In accordance with the Company’s non-employee director compensation policy, on May 7, 2020, the Board granted to Mr. Hocevar 18,679 shares of restricted stock of the Company as compensation for service as a director in 2020. Subject to his continued service, 100% of the shares of restricted stock will vest on the first anniversary of the grant date. He will also receive a $55,000 annual cash fee for service on the Board. As an employee of Centerbridge, Dr. Gelber will not be separately compensated for his service as a director.

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Item 9.01.
Financial Statements and Exhibits

(d) Exhibits. The following exhibit is being furnished with this Current Report on Form 8-K.

Exhibit
Number
 
Description
 
104
 
Cover Page Interactive Data File (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.
 
 
 
 
 
 
AMERICAN RENAL ASSOCIATES HOLDINGS, INC.
 
 
 
 
 
Dated:
May 8, 2020
 
 
 
By:
 
/s/ Mark Herbers
 
 
 
 
 
Name:
 
Mark Herbers
 
 
 
 
 
Title:
 
Interim Chief Financial Officer


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ARAIMAGEA05.JPG

American Renal Associates Holdings, Inc. Announces Changes to its Board of Directors

BEVERLY, MA (May 8, 2020) - American Renal Associates Holdings, Inc. (NYSE: ARA) (the “Company”), a leading kidney care and dialysis provider focused on partnering with local nephrologists, today announced that Christopher J. Hocevar has been appointed to join the Company’s board of directors and that Steve M. Silver, who has served on ARA’s board for a number of years, has transitioned his board seat to Jeremy W. Gelber, M.D. With these changes, the Company’s board has 10 members and new board members who bring deep healthcare and medical experience.

Joseph (Joe) Carlucci, Chairman and Chief Executive Officer of ARA, said, “I am very pleased to welcome Jeremy and Chris to the ARA board. They join ARA at an important time as we continue to build upon and adapt the strengths of our operating model to remain well positioned as a leader in kidney care. The addition of these directors complements our board of directors' skills and experiences, and we are confident they will provide valuable perspectives as we continue to execute our strategy and enhance value for ARA's shareholders.”

Carlucci added, “I want to also thank Steven Silver for his many contributions to the ARA board, his friendship and outstanding guidance to the ARA team during his 10 years of board service.”

Jeremy Gelber, age 44, joins the Company’s board with significant experience as a healthcare investor. Dr. Gelber joined Centerbridge Partners, L.P. (“Centerbridge”) in 2018 as a Senior Managing Director and currently leads the firm’s investment team in the healthcare sector. Prior to joining Centerbridge, Dr. Gelber was a Partner at Pamplona Capital Management, LLP, a private equity firm, where he led the healthcare investing group. Prior to Pamplona Capital, he was an Executive Director in the Healthcare Investment Banking Division at Morgan Stanley. Previously, Dr. Gelber was a physician and completed his medical degree at Jefferson Medical College. He also holds a Bachelor of Science degree from Dartmouth College. Dr. Gelber serves on the board of directors of Civitas Solutions, Inc., GoHealth, LLC, and Remedi SeniorCare Holding Corporation. Dr. Gelber will chair the board’s Nominating and Corporate Governance Committee and serve on the board’s Compensation Committee. The board has determined that Dr. Gelber qualifies as an independent director under New York Stock Exchange listing standards applicable to members of such committees and the full Board, and, as a Class III member of the board, he will stand for election at our 2022 Annual Meeting of Stockholders.

Christopher Hocevar, age 46, joins the Company’s board with significant experience in the health insurance industry. Mr. Hocevar currently serves as an independent consultant to Centerbridge. He previously had a 16-year career at Cigna Corporation, where he most recently served as President, U.S. Commercial Healthcare Segments and Specialty Businesses until 2018. He joined Cigna in 2002 and held numerous roles of progressive responsibility leading customer segments, specialty lines of business and operational units. Prior to Cigna, Mr. Hocevar worked in Deloitte & Touche’s global insurance consulting practice. He holds a Bachelor of Business Administration from the University of Toledo and a Master of Business Administration from Case Western Reserve University. The board has determined that Mr. Hocevar qualifies as an independent director under New York Stock Exchange listing standards applicable to members of the full Board, and, as a Class III member of the board, he will stand for election at our 2022 Annual Meeting of Stockholders.

About American Renal Associates

American Renal Associates (“ARA”) is a leading provider of outpatient dialysis services in the United States. As of December 31, 2019, ARA operated 246 dialysis clinic locations in 27 states and the District of Columbia serving more than 17,300 patients with end stage renal disease. ARA operates principally through a physician partnership model, in which it partners with approximately 400 local nephrologists to develop, own and operate dialysis clinics. ARA’s Core Values emphasize taking good care of patients, providing physicians with clinical autonomy and operational support, hiring and retaining the best possible staff and providing comprehensive management services. For more information about American Renal Associates, visit www.americanrenal.com.

Investor Contact:
Darren Lehrich
Telephone: (978)-522-6063; Email: dlehrich@americanrenal.com

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