UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Team Health Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
87817A107
(CUSIP Number)
December 31, 2011
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior coverage page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1
CUSIP No. 87817A107 | 13G | Page 2 of 18 Pages |
1. |
Name of Reporting Persons:
Ensemble Parent LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
35,506,562 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
35,506,562 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
35,506,562 | |||||
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. |
Percent of Class Represented by Amount in Row (9):
54.2%* | |||||
12. |
Type of Reporting Person (See Instructions):
OO |
* | The calculation of the foregoing percentage is based on 65,513,074 shares of common stock outstanding as of November 1, 2011, as reported in the Quarterly Report on Form 10-Q of Team Health Holdings, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 7, 2011. |
CUSIP No. 87817A107 | 13G | Page 3 of 18 Pages |
1. |
Name of Reporting Persons:
Blackstone Capital Partners IV L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
35,506,562 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
35,506,562 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
35,506,562 | |||||
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. |
Percent of Class Represented by Amount in Row (9):
54.2%* | |||||
12. |
Type of Reporting Person (See Instructions):
PN |
* | The calculation of the foregoing percentage is based on 65,513,074 shares of common stock outstanding as of November 1, 2011, as reported in the Quarterly Report on Form 10-Q of Team Health Holdings, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 7, 2011. |
CUSIP No. 87817A107 | 13G | Page 4 of 18 Pages |
1. |
Name of Reporting Persons:
Blackstone Management Associates IV L.L.C. | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
35,506,562 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
35,506,562 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
35,506,562 | |||||
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. |
Percent of Class Represented by Amount in Row (9):
54.2%* | |||||
12. |
Type of Reporting Person (See Instructions):
OO |
* | The calculation of the foregoing percentage is based on 65,513,074 shares of common stock outstanding as of November 1, 2011, as reported in the Quarterly Report on Form 10-Q of Team Health Holdings, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 7, 2011. |
CUSIP No. 87817A107 | 13G | Page 5 of 18 Pages |
1. |
Name of Reporting Persons:
Blackstone Holdings III L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization:
Quebec, Canada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
35,506,562 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
35,506,562 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
35,506,562 | |||||
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. |
Percent of Class Represented by Amount in Row (9):
54.2%* | |||||
12. |
Type of Reporting Person (See Instructions):
PN |
* | The calculation of the foregoing percentage is based on 65,513,074 shares of common stock outstanding as of November 1, 2011, as reported in the Quarterly Report on Form 10-Q of Team Health Holdings, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 7, 2011. |
CUSIP No. 87817A107 | 13G | Page 6 of 18 Pages |
1. |
Name of Reporting Persons:
Blackstone Holdings III GP L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
35,506,562 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
35,506,562 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
35,506,562 | |||||
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. |
Percent of Class Represented by Amount in Row (9):
54.2%* | |||||
12. |
Type of Reporting Person (See Instructions):
PN |
* | The calculation of the foregoing percentage is based on 65,513,074 shares of common stock outstanding as of November 1, 2011, as reported in the Quarterly Report on Form 10-Q of Team Health Holdings, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 7, 2011. |
CUSIP No. 87817A107 | 13G | Page 7 of 18 Pages |
1. |
Name of Reporting Persons:
Blackstone Holdings III GP Management L.L.C. | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
35,506,562 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
35,506,562 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
35,506,562 | |||||
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. |
Percent of Class Represented by Amount in Row (9):
54.2%* | |||||
12. |
Type of Reporting Person (See Instructions):
OO |
* | The calculation of the foregoing percentage is based on 65,513,074 shares of common stock outstanding as of November 1, 2011, as reported in the Quarterly Report on Form 10-Q of Team Health Holdings, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 7, 2011. |
CUSIP No. 87817A107 | 13G | Page 8 of 18 Pages |
1. |
Name of Reporting Persons:
The Blackstone Group L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
35,506,562 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
35,506,562 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
35,506,562 | |||||
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. |
Percent of Class Represented by Amount in Row (9):
54.2%* | |||||
12. |
Type of Reporting Person (See Instructions):
PN |
* | The calculation of the foregoing percentage is based on 65,513,074 shares of common stock outstanding as of November 1, 2011, as reported in the Quarterly Report on Form 10-Q of Team Health Holdings, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 7, 2011. |
CUSIP No. 87817A107 | 13G | Page 9 of 18 Pages |
1. |
Name of Reporting Persons:
Blackstone Group Management L.L.C. | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
35,506,562 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
35,506,562 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
35,506,562 | |||||
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. |
Percent of Class Represented by Amount in Row (9):
54.2%* | |||||
12. |
Type of Reporting Person (See Instructions):
OO |
* | The calculation of the foregoing percentage is based on 65,513,074 shares of common stock outstanding as of November 1, 2011, as reported in the Quarterly Report on Form 10-Q of Team Health Holdings, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 7, 2011. |
CUSIP No. 87817A107 | 13G | Page 10 of 18 |
1 |
Name of Reporting Persons:
Steven A. Schwarzman | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization:
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | Sole Voting Power:
35,506,562 | ||||
6 | Shared Voting Power:
0 | |||||
7 | Sole Dispositive Power:
35,506,562 | |||||
8 | Shared Dispositive Power:
0 | |||||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person:
35,506,562 | |||||
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11 |
Percent of Class Represented by Amount in Row (9):
54.2%* | |||||
12 |
Type of Reporting Person (See Instructions):
IN |
* | The calculation of the foregoing percentage is based on 65,513,074 shares of common stock outstanding as of November 1, 2011, as reported in the Quarterly Report on Form 10-Q of Team Health Holdings, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 7, 2011. |
Page 11 of 18 |
Item 1. | (a). | Name of Issuer |
||||||||||
Team Health Holdings, Inc. (the Company) | ||||||||||||
(b). | Address of Issuers Principal Executive Offices |
|||||||||||
1900 Winston Road, Knoxville, Tennessee 37919 | ||||||||||||
Item 2. | (a). | Name of Person Filing: | ||||||||||
Item 2. | (b). | Address of Principal Business Office | ||||||||||
Item 2. | (c). | Citizenship: | ||||||||||
(i) Ensemble Parent LLC c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware
(ii) Blackstone Capital Partners IV L.P. c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware
(iii) Blackstone Management Associates IV L.L.C. c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware
(iv) Blackstone Holdings III L.P. c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: Quebec, Canada
(v) Blackstone Holdings III GP L.P. c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware
(vi) Blackstone Holdings III GP Management L.L.C. c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware
(vii) The Blackstone Group L.P. c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware |
Page 12 of 18 |
(viii) Blackstone Group Management L.L.C. c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware
(ix) Steven A. Schwarzman c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: United States
The foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons.
Ensemble Parent LLC directly holds 35,506,562 shares of Common Stock (as defined below). The membership interests in Ensemble Parent LLC are held by Blackstone Capital Partners IV L.P., Blackstone Capital Partners IV-A L.P., Blackstone Family Investment Partnership IV-A L.P., and Blackstone Participation Partnership IV, L.P., with the majority of the membership interests held by Blackstone Capital Partners IV L.P. The general partner of Blackstone Capital Partners IV L.P. is Blackstone Management Associates IV L.L.C. The majority of the membership interests in Blackstone Management Associates IV L.L.C. are held by Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstones senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially own the membership units beneficially owned by the Blackstone Funds directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such membership units. |
||||||||||||
Item 2. |
(d) |
Title of Class of Securities: | ||||||||||
Common Stock, par value $0.01 (the Common Stock) | ||||||||||||
Item 2. |
(e) |
CUSIP Number: | ||||||||||
87817A107 | ||||||||||||
Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: | |||||||||||
Not Applicable. |
Page 13 of 18 |
Item 4. | Ownership. | |||||||||
(a) | Amount beneficially owned: | |||||||||
As of December 31, 2011, each of the Reporting Persons may be deemed to be the beneficial owner of the 35,506,562 shares of Common Stock held by Ensemble Parent LLC. |
||||||||||
(b) | Percent of class: | |||||||||
The Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 7, 2011, indicated that there were 65,513,074 shares of common stock outstanding as of November 1, 2011. Based on this number of outstanding shares of Common Stock, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 54.2% of the total number of outstanding shares of Common Stock. |
||||||||||
(c) | Number of Shares as to which the Reporting Person has: | |||||||||
Ensemble Parent LLC
(i) Sole power to vote or to direct the vote: 35,506,562
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 35,506,562
(iv) Shared power to dispose or to direct the disposition of: 0
Blackstone Capital Partners IV L.P.
(i) Sole power to vote or to direct the vote: 35,506,562
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 35,506,562
(iv) Shared power to dispose or to direct the disposition of: 0 |
Page 14 of 18 |
Blackstone Management Associates IV L.L.C.
(i) Sole power to vote or to direct the vote: 35,506,562
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 35,506,562
(iv) Shared power to dispose or to direct the disposition of: 0
Blackstone Holdings III L.P.
(i) Sole power to vote or to direct the vote: 35,506,562
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 35,506,562
(iv) Shared power to dispose or to direct the disposition of: 0
Blackstone Holdings III GP L.P.
(i) Sole power to vote or to direct the vote: 35,506,562
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 35,506,562
(iv) Shared power to dispose or to direct the disposition of: 0
Blackstone Holdings III GP Management L.L.C.
(i) Sole power to vote or to direct the vote: 35,506,562
(ii) Shared power to vote or to direct the vote: 0 |
Page 15 of 18 |
(iii) Sole power to dispose or to direct the disposition of: 35,506,562
(iv) Shared power to dispose or to direct the disposition of: 0
The Blackstone Group L.P.
(i) Sole power to vote or to direct the vote: 35,506,562
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 35,506,562
(iv) Shared power to dispose or to direct the disposition of: 0
Blackstone Group Management L.L.C.
(i) Sole power to vote or to direct the vote: 35,506,562
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 35,506,562
(iv) Shared power to dispose or to direct the disposition of: 0
Steven A. Schwarzman
(i) Sole power to vote or to direct the vote: 35,506,562
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 35,506,562
(iv) Shared power to dispose or to direct the disposition of: 0 |
Page 16 of 18 |
Item 5. | Ownership of Five Percent or Less of a Class | |||||||||
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨ |
||||||||||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||||||||
Not Applicable. | ||||||||||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | |||||||||
Not Applicable. | ||||||||||
Item 8. | Identification and Classification of Members of the Group. | |||||||||
Not Applicable. | ||||||||||
Item 9. | Notice of Dissolution of Group. | |||||||||
Not Applicable. | ||||||||||
Item 10. | Certification. | |||||||||
Not Applicable. |
Page 17 of 18 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2012
ENSEMBLE PARENT LLC | ||
By: | /s/ Neil Simpkins | |
Name: | Neil Simpkins | |
Title: | Manager | |
BLACKSTONE CAPITAL PARTNERS IV L.P. | ||
By: | Blackstone Management Associates IV L.L.C., its general partner | |
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer |
BLACKSTONE MANAGEMENT ASSOCIATES IV L.L.C. | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer |
BLACKSTONE HOLDINGS III L.P. | ||
By: | Blackstone Holdings III GP L.P., its general partner | |
By: | Blackstone Holdings III GP Management L.L.C., its general partner | |
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer |
BLACKSTONE HOLDINGS III GP L.P. | ||
By: | Blackstone Holdings III GP Management L.L.C., its general partner | |
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer |
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C. | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer |
Page 18 of 18 |
THE BLACKSTONE GROUP L.P. | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer |
BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer |
STEPHEN A. SCHWARZMAN | ||
By: | /s/ Stephen A. Schwarzman | |
Name: | Stephen A. Schwarzman |