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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ENVISION HEALTHCARE HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
29413U 103
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's 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 cover 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 (Act) 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).
CUSIP No. 29413U 103 | |||||
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
x | ||
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(b) |
o | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
(1) See Item 4(c) below.
(2) Based on 181,131,273 shares of common stock outstanding as of February 14, 2014.
CUSIP No. 29413U 103 | |||||
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
x | ||
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(b) |
o | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
(1) See Item 4(c) below.
(2) Based on 181,131,273 shares of common stock outstanding as of February 14, 2014.
CUSIP No. 29413U 103 | |||||
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
(1) See Item 4(c) below.
(2) Based on 181,131,273 shares of common stock outstanding as of February 14, 2013.
CUSIP No. 29413U 103 | |||||
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
x | ||
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(b) |
o | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
(1) See Item 4(c) below.
(2) Based on 181,131,273 shares of common stock outstanding as of February 14, 2013.
CUSIP No. 29413U 103 | |||||
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
(1) See Item 4(c) below.
(2) Based on 181,131,273 shares of common stock outstanding as of February 14, 2014.
CUSIP No. 29413U 103 | |||||
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
(1) See Item 4(c) below.
(2) Based on 181,131,273 shares of common stock outstanding as of February 14, 2014.
CUSIP No. 29413U 103 | |||||
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
(1) See Item 4(c) below.
(2) Based on 181,131,273 shares of common stock outstanding as of February 14, 2014.
Item 1. | ||
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(a) |
Name of Issuer |
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(b) |
Address of Issuers Principal Executive Offices Suite 200 Greenwood Village, CO 80111 |
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Item 2. | ||
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(a) |
Name of Person Filing |
Name of Person Filing |
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Address |
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Citizenship |
Clayton, Dubilier & Rice Fund VIII, L.P. |
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c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104 |
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Cayman Islands |
CD&R Associates VIII, Ltd. |
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c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104 |
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Cayman Islands |
CD&R Associates VIII, L.P. |
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c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104 |
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Cayman Islands |
CD&R Investment Associates VIII, Ltd. |
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c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104 |
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Cayman Islands |
CD&R EMS Co-Investor, L.P. |
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c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104 |
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Cayman Islands |
CD&R Advisor Fund VIII Co-Investor, L.P. |
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c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104 |
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Cayman Islands |
CD&R Friends & Family Fund VIII, L.P. |
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c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104 |
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Cayman Islands |
Clayton, Dubilier & Rice Fund VIII, L.P., CD&R Associates VIII, Ltd., CD&R Associates VIII, L.P., CD&R Investment Associates VIII, Ltd., CD&R EMS Co-Investor, L.P., CD&R Advisor Fund VIII Co-Investor, L.P. and CD&R Friends & Family Fund VIII, L.P. have entered into a Joint Filing Agreement, dated February 14, 2014, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which such Reporting Persons have agreed to file this statement jointly in accordance with the provisions of 13d-1(k)(1) under the Act.
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(b) |
Address of Principal Business Office or, if none, Residence | |
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(c) |
Citizenship | |
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(d) |
Title of Class of Securities, | |
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(e) |
CUSIP Number | |
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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: | ||
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(a) |
o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
o |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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N/A |
Item 4. |
Ownership | ||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
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(a) |
Amount beneficially owned: See below. | |
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(b) |
Percent of class: See below. | |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote See below. |
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(ii) |
Shared power to vote or to direct the vote See below. |
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(iii) |
Sole power to dispose or to direct the disposition of See below. |
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(iv) |
Shared power to dispose or to direct the disposition of See below. |
As of the date of this report, each of the Reporting Persons beneficially owned the number and percentage of issued and outstanding shares of common stock of Envision Healthcare Holdings, Inc. (the Company) listed opposite its name:
Reporting Person |
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Amount Beneficially Owned |
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Percent of Class(a) |
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Clayton, Dubilier & Rice Fund VIII, L.P. |
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49,811,004 |
(b)(d) |
27.50 |
% |
CD&R EMS Co-Investor, L.P. |
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48,125,445 |
(b)(d) |
26.57 |
% |
CD&R Advisor Fund VIII Co-Investor, L.P. |
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187,987 |
(b)(d) |
0.10 |
% |
CD&R Friends & Family Fund VIII, L.P. |
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64,204 |
(b)(d) |
0.04 |
% |
CD&R Associates VIII, Ltd. |
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0 |
(b) |
0 |
% |
CD&R Associates VIII, L.P. |
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0 |
(b)(d) |
0 |
% |
CD&R Investment Associates VIII, Ltd. |
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0 |
(b)(c) |
0 |
% |
(a) Based on 181,131,273 shares of common stock outstanding as of February 14, 2014, after giving effect to the sale by Clayton, Dubilier & Rice Fund VIII, L.P., CD&R EMS Co-Investor, L.P., CD&R Advisor Fund VIII Co-Investor, L.P. and CD&R Friends & Family Fund VIII, L.P. (the CD&R Affiliates) of their shares, pursuant to a registration statement filed by the Company on February 3, 2014 that provided for the sale by the CD&R Affiliates and certain other selling stockholders of shares of the Companys common stock (Shares). Pursuant to the related Underwriting Agreement, dated February 5, 2014, between the Company, the CD&R Affiliates, certain other selling stockholders and the several underwriters named therein, on February 11, 2014, Clayton, Dubilier & Rice Fund VIII, L.P. sold 15,579,621 Shares, CD&R EMS Co-Investor, L.P. sold 15,052,421 Shares, CD&R Advisor Fund VIII Co-Investor, L.P. sold 58,797 Shares and CD&R Friends & Family Fund VIII, L.P. sold 20,081 Shares.
(b) CD&R Associates VIII, Ltd., as the general partner of each of the CD&R Affiliates, CD&R Associates VIII, L.P., as the sole stockholder of CD&R Associates VIII, Ltd., and CD&R Investment Associates VIII, Ltd., as the general partner of CD&R Associates VIII, L.P., may each be deemed to beneficially own the shares of the Companys common stock held by the CD&R Affiliates. Each of CD&R Associates VIII, Ltd., CD&R Associates VIII, L.P. and CD&R Investment Associates VIII, Ltd. expressly disclaims beneficial ownership of the shares of the Companys common stock held by the CD&R Affiliates.
(c) CD&R Investment Associates VIII, Ltd. is managed by a two-person board of directors. Donald J. Gogel and Kevin J. Conway, as the directors of CD&R Investment Associates VIII, Ltd., may be deemed to share beneficial ownership of the shares of the Companys common stock shown as beneficially owned by the CD&R Affiliates. Such persons expressly disclaim such beneficial ownership.
(d) Investment and voting decisions with respect to shares held by each of the CD&R Affiliates are made by an investment committee of limited partners of CD&R Associates VIII, L.P., currently consisting of more than ten individuals (the Investment Committee). All members of the Investment Committee expressly disclaim beneficial ownership of the shares shown as beneficially owned by the CD&R Affiliates.
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 o. | |
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N/A |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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See Item 4 above. |
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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N/A |
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Item 8. |
Identification and Classification of Members of the Group |
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N/A |
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Item 9. |
Notice of Dissolution of Group |
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N/A |
Item 10. |
Certification |
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N/A |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true and correct.
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CLAYTON, DUBILIER & RICE FUND VIII, L.P. | |
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By: CD&R Associates VIII, Ltd., its general partner | |
Date: February 14, 2014 |
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By: |
/s/ Theresa A. Gore |
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Name: |
Theresa A. Gore |
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Title: |
Vice President, Treasurer and Assistant Secretary |
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CD&R EMS CO-INVESTOR, L.P. | |
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Date: February 14, 2014 |
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By: CD&R Associates VIII, Ltd., its general partner | |
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By: |
/s/ Theresa A. Gore |
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Name: |
Theresa A. Gore |
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Title: |
Vice President, Treasurer and Assistant Secretary |
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CD&R ADVISOR FUND VIII CO-INVESTOR, L.P. | |
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By: CD&R Associates VIII, Ltd., its general partner | |
Date: February 14, 2014 |
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By: |
/s/ Theresa A. Gore |
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Name: |
Theresa A. Gore |
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Title: |
Vice President, Treasurer and Assistant Secretary |
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CD&R FRIENDS & FAMILY FUND VIII, L.P. | |
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By: CD&R Associates VIII, Ltd., its general partner | |
Date: February 14, 2014 |
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By: |
/s/ Theresa A. Gore |
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Name: |
Theresa A. Gore |
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Title: |
Vice President, Treasurer and Assistant Secretary |
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CD&R ASSOCIATES VIII, LTD. | |
Date: February 14, 2014 |
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By: |
/s/ Theresa A. Gore |
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Name: |
Theresa A. Gore |
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Title: |
Vice President, Treasurer and Assistant Secretary |
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CD&R ASSOCIATES VIII, L.P. | |
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Date: February 14, 2014 |
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By: CD&R Investment Associates VIII, Ltd., its general partner | |
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By: |
/s/ Theresa A. Gore |
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Name: |
Theresa A. Gore |
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Title: |
Vice President, Treasurer and Assistant Secretary |
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CD&R INVESTMENT ASSOCIATES VIII, LTD. | |
Date: February 14, 2014 |
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By: |
/s/ Theresa A. Gore |
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Name: |
Theresa A. Gore |
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Title: |
Vice President, Treasurer and Assistant Secretary |
Exhibit 99.1
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
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CLAYTON, DUBILIER & RICE FUND VIII, L.P. | |
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By: CD&R Associates VIII, Ltd., its general partner | |
Date: February 14, 2014 |
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By: |
/s/ Theresa A. Gore |
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Name: |
Theresa A. Gore |
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Title: |
Vice President, Treasurer and Assistant Secretary |
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CD&R EMS CO-INVESTOR, L.P. | |
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Date: February 14, 2014 |
By: CD&R Associates VIII, Ltd., its general partner | |
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By: |
/s/ Theresa A. Gore |
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By: |
Theresa A. Gore |
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Name: |
Vice President, Treasurer and Assistant Secretary |
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CD&R ADVISOR FUND VIII CO-INVESTOR, L.P. | |
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By: CD&R Associates VIII, Ltd., its general partner | |
Date: February 14, 2014 |
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By: |
/s/ Theresa A. Gore |
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Name: |
Theresa A. Gore |
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Title: |
Vice President, Treasurer and Assistant Secretary |
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CD&R FRIENDS & FAMILY FUND VIII, L.P. | |
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By: CD&R Associates VIII, Ltd., its general partner | |
Date: February 14, 2014 |
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By: |
/s/ Theresa A. Gore |
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Name: |
Theresa A. Gore |
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Title: |
Vice President, Treasurer and Assistant Secretary |
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CD&R ASSOCIATES VIII, LTD. | |
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Date: February 14, 2014 |
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By: |
/s/ Theresa A. Gore |
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Name: |
Theresa A. Gore |
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Title: |
Vice President, Treasurer and Assistant Secretary |
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CD&R ASSOCIATES VIII, L.P. | |
Date: February 14, 2014 |
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By: CD&R Investment Associates VIII, Ltd., its general partner | |
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By: |
/s/ Theresa A. Gore |
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Name: |
Theresa A. Gore |
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Title: |
Vice President, Treasurer and Assistant Secretary |
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CD&R INVESTMENT ASSOCIATES VIII, LTD. | |
Date: February 14, 2014 |
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By: |
/s/ Theresa A. Gore |
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Name: |
Theresa A. Gore |
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Title: |
Vice President, Treasurer and Assistant Secretary |