TEAM HEALTH HOLDINGS DEFA14A 2016
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
Team Health Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
December 5, 2016
Learn more TeamHealth Partners with Blackstone: Visit Video Update from Oliver Rogers
TeamHealth.com/Blackstone to read FAQs and TeamHealth colleagues, submit questions. In October, TeamHealth announced its intent to partner with funds affiliated with Blackstone, a leading global asset manager. Why is the pending transaction good for TeamHealth, specifically TeamHealth non-clinicial Connect teams? We asked Oliver Rogers, Executive Vice President and Chief Operating Officer, to share his perspective. Watch this three-minute video to For the latest news learn more. from TeamHealth, visit our website, like us on Facebook and follow us on Twitter.
Associate FAQs provide information regarding the Blackstone transaction
(the Transaction) to TeamHealth clinical and non-clinical associates. The information provided in the Associate FAQs is subject to change as we continue to work toward the closing of the Transaction. We are committed to keeping clinical and non-clinical associates informed and will communicate as we reach new milestones. Associate communications are located at www.teamhealth.com/blackstone. If you have additional questions or concerns, please consult your direct leader or email email@example.com.
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Copyright © 2016
Unless the context requires otherwise, references to TeamHealth, we, our, us and the Company or Organization refer to
Team Health Holdings, Inc., its subsidiaries and its affiliates, including its affiliated medical groups, all of which are part of the TeamHealth system. Separate subsidiaries or other affiliates of Team Health Holdings, Inc., carry out all operations and employ all employees within the TeamHealth system. The terms clinical providers, TeamHealth physicians or providers, affiliated providers, our providers or our clinicians and similar terms mean and include: (i) physicians and other healthcare providers who are employed by subsidiaries or other affiliated entities of Team Health Holdings, Inc., and (ii) physicians and other healthcare providers who contract with subsidiaries or other affiliated entities of Team Health Holdings, Inc. All such physicians and other healthcare providers exercise their independent professional clinical judgment when providing clinical patient care. Team Health Holdings, Inc., does not contract with physicians to provide medical services nor does it practice medicine in any way.
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 Team Health Holdings, Inc. (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 Companys 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 Companys 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 the Companys 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 managements attention from the Companys ongoing business operations due to the transaction; the effect of the announcement of the proposed merger on the Companys 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; the
Companys exposure to financial risk under the BPCI program and other value based payment programs; the Companys ability to find suitable acquisition candidates or successfully integrate completed acquisitions, including the Companys acquisition of IPC Healthcare, Inc. (IPC); the Companys ability to realize the expected benefits of the acquisition of IPC; the risk that the IPC acquisition disrupts current plans and operations and disrupts the Companys relationship with payors, physicians and other healthcare professionals; the Companys ability to realize the value of intangible assets, including goodwill, recognized in connection with the Companys acquisitions; the effect and interpretation of current or future government regulation of the healthcare industry, and the Companys ability to comply with these regulations; the Companys exposure to billing investigations and audits by private payors and federal and state authorities, as well as auditing contractors for governmental programs; the
Companys exposure to professional liability lawsuits; the adequacy of the Companys insurance reserves; the Companys 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 the Companys 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 the Companys services; the general level of emergency department patient volumes at the Companys clients facilities; the Companys exposure to the financial risks associated with fee for service contracts; the Companys ability to timely or accurately bill for services; the Companys 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 the Companys 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; the Companys exposure to litigation; fluctuations in the Companys quarterly operating results, which could affect the Companys ability to raise new capital for its business; effect on the Companys revenues if it experiences a net loss of contracts; the Companys ability to accurately assess the costs it will incur under new contracts; the Companys ability to implement its business strategy and manage its growth effectively; the Companys future capital needs and ability to raise capital when needed; the Companys ability to successfully recruit and retain qualified healthcare professionals; enforceability of the
Companys non-competition and non-solicitation contractual arrangements with some affiliated physicians and professional corporations; the high level of competition in the Companys industry; the Companys dependence on numerous complex information systems and the Companys ability to maintain these systems or implement new systems or any disruptions in the Companys information systems; the Companys ability to protect its proprietary technology and services; the Companys loss of key personnel and/or ability to attract and retain highly qualified personnel; the Companys ability to comply with privacy regulations regarding the use and disclosure of patient information; the Companys ability to comply with federal or state anti-kickback laws; the Companys 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 the Companys financial statements; the Companys exposure to a loss of contracts with its physicians or termination of relationships with its affiliated professional corporations in order to comply with antitrust laws; our substantial indebtedness and ability to incur substantially more debt; the Companys ability to generate sufficient cash to service its debt; and restrictive covenants in its debt agreements, which may restrict the Companys ability to pursue its 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 Companys most recent
Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) and in the Companys Quarterly Reports on Form 10-Q filed on November 4, 2016, on August 2, 2016 and on May 9, 2016 and Managements Discussion and Analysis of Financial Condition and Results of Operations in the Companys most recent Annual Report on Form 10-K filed on February 22,
2016 and in the Companys Quarterly Reports on Form 10-Q filed on November 4, 2016, on August 2, 2016 and on May 9, 2016.
The Companys 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.
Additional Information and Where to Find It
This filing may be deemed solicitation material in respect of the proposed acquisition of the Company by Blackstone. In connection with the proposed merger transaction, the Company will file with the SEC and furnish to the Companys stockholders a definitive proxy statement, a preliminary version of which has been filed with the SEC, and other relevant documents. This filing does not constitute a solicitation of any vote or approval. Stockholders are urged to read the definitive proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the proposed merger or incorporated by reference in the definitive proxy statement because they will contain important information about the proposed merger.
Investors will be able to obtain free of charge the proxy statement and other documents filed with the SEC at the SECs website at http://www.sec.gov. In addition, the proxy statement and our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 are available free of charge through our website at www.teamhealth.com as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
The directors, executive officers and certain other members of management and employees of the Company may be deemed participants in the solicitation of proxies from stockholders of the Company in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of the Company in connection with the proposed merger will be set forth in the definitive proxy statement and the other relevant documents to be filed with the SEC. You can find information about the Companys executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, in its definitive proxy statement filed with the SEC on Schedule 14A on April 11, 2016 and in its Current Report filed with the SEC on Form 8-K on September 6, 2016.
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