8-K

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

September 26, 2006

Date of Report (Date of earliest event reported)

EMDEON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-24975	94-3236644
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361

(Address of principal executive offices, including zip code)

(201) 703-3400

(Registrant’s telephone number, including area code)

(Former name or 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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

þ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

     On September 26, 2006, the Registrant issued a press release announcing its intention to commence a tender offer within approximately two weeks to purchase up to 100,000,000 shares of its common stock at a price per share of $12.25 in cash. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. In addition, on September 26, 2006, the Registrant issued a press release announcing that it had agreed to sell to General Atlantic LLC a 52% interest in a limited liability company that will own the Registrant’s Emdeon Business Services segment (other than VIPS, Inc. and its subsidiaries). A copy of that press release, which is referred to in Exhibit 99.1, is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 9.01.		Financial Statements and Exhibits
	(c)	Exhibits
		The following exhibit is filed herewith:
		99.1	Press Release, dated September 26, 2006, announcing that the Registrant intends to commence a tender offer for up to 100,000,000 shares of its common stock
		99.2	Press Release, dated September 26, 2006, announcing agreement to sell a 52% interest in the Registrant’s Emdeon Business Services segment to General Atlantic LLC

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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 thereunto duly authorized.

	EMDEON CORPORATION
Dated: September 26, 2006	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release, dated September 26, 2006, announcing that the Registrant intends to commence a tender offer for up to 100,000,000 shares of its common stock
99.2	Press Release, dated September 26, 2006, announcing agreement to sell a 52% interest in the Registrant’s Emdeon Business Services segment to General Atlantic LLC

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EX-99.1

EXHIBIT 99.1

Contacts:
Investors:
Risa Fisher
rfisher@emdeon.com
201-414-2002

Media:
Jennifer Newman
jnewman@emdeon.com
212-624-3912

Emdeon Announces Intention to Commence Tender Offer

ELMWOOD PARK, NJ — September 26, 2006 — Emdeon Corporation (Nasdaq: HLTH) announced today that it intends to commence a tender offer within approximately two weeks to purchase up to 100 million shares of its common stock at a price per share of $12.25 to be funded out of the proceeds of the Emdeon Business Services transaction announced in a separate release today, pursuant to which the Company expects to receive approximately $1.2 billion in cash. The number of shares proposed to be purchased in the tender offer represents approximately 36% of the Company’s currently outstanding common shares. The last reported sales price per share of the Company’s common stock on the Nasdaq National Market on September 25, 2006 was $11.64 per share.

The tender offer will be subject to a number of conditions, including the completion of the Emdeon Business Services transaction announced today.

None of the Company, its Board of Directors, or the information agent will make any recommendations to stockholders as to whether to tender or refrain from tendering their shares into the tender offer. Stockholders must decide how many shares they will tender, if any.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF EMDEON CORPORATION COMMON STOCK. THE TENDER OFFER WILL BE MADE ONLY PURSUANT TO AN OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT THE COMPANY INTENDS TO DISTRIBUTE TO ITS STOCKHOLDERS AND FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. STOCKHOLDERS AND INVESTORS WILL BE ABLE TO OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE,

LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT THE COMPANY INTENDS TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE COMMISSION’S WEBSITE AT WWW.SEC.GOV OR BY CALLING THE INFORMATION AGENT (TO BE IDENTIFIED AT THE TIME THE OFFER IS MADE) FOR THE TENDER OFFER. STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER.

About Emdeon

Emdeon (Nasdaq: HLTH) is a leading provider of business, technology and information solutions that transform both the financial and clinical aspects of healthcare delivery. At the core of Emdeon’s vision is the commitment to connect providers, payers, employers, physicians and consumers in order to simplify business processes, to provide actionable knowledge at the right time and place and to improve healthcare quality.

Emdeon Business Services provides revenue cycle management and clinical communication solutions that enable payers, providers and patients to improve healthcare business processes. WebMD (Nasdaq: WBMD) provides health information services for consumers, physicians, healthcare professionals, employers and health plans through its public and private online portals and health-focused publications. Porex is a developer, manufacturer and distributor of proprietary porous plastic products and components used in healthcare, industrial and consumer applications.

All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: the expected timing of completion of the transaction described in this press release; ongoing business relationships between Emdeon Business Services and other Emdeon businesses; and the intent to commence a tender offer. These statements are based on our current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements, including risks and uncertainties regarding: the amount and timing of potential benefits of the transactions referred to in this release; relationships with customers and strategic partners; changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet and information technology industries; and changes in facts and circumstances and other uncertainties concerning the completion of the tender offer. Further information about these matters can be found in our Securities and Exchange Commission filings. We expressly disclaim any intent or obligation to update these forward-looking statements.

WebMD^®, WebMD Health^®, Emdeon™, Emdeon Business Services™ and POREX^® are trademarks of Emdeon Corporation or its subsidiaries.

EX-99.2

EXHIBIT 99.2

Contacts:
Investors (Emdeon):
Risa Fisher
rfisher@emdeon.com
201-414-2002

Media (Emdeon):
Jennifer Newman
jnewman@emdeon.com
212-624-3912

Media (General Atlantic)
Pat Hedley
phedley@generalatlantic.com
203-629-8658

Caroline Gentile/Adam Weiner
Kekst and Company (for GA)
212-521-4800

Emdeon Announces Sale of 52% Interest in Emdeon Business Services Segment
to General Atlantic

Emdeon to Receive $1.2 Billion in Cash and Retain 48% Stake in a Transaction That Values Emdeon
Business Services at $1.5 Billion

ELMWOOD PARK, NJ — September 26, 2006 — Emdeon Corporation (Nasdaq: HLTH) announced today that it has entered into a definitive agreement to sell a 52% interest in its Emdeon Business Services segment to General Atlantic LLC, a leading global private equity firm, in a transaction which values Emdeon Business Services at $1.5 billion.

Emdeon expects to receive approximately $1.2 billion in cash and to retain a 48% interest in Emdeon Business Services, valued at approximately $300 million. The acquisition will be financed with approximately $925 million in bank debt and an investment of approximately $320 million by General Atlantic. General Atlantic has received commitment letters for the bank debt from Citigroup Global Markets, Inc., Deutsche Bank Trust Company Americas and Bear, Stearns & Co. Inc. The transaction will be structured so that Emdeon and General Atlantic each own interests in a Limited Liability Company (LLC), which will own Emdeon Business Services. The bank debt will be an obligation of the LLC and not of Emdeon Corporation. ViPS, Inc. and its subsidiaries will not be sold in the transaction. The closing is expected to occur during the fourth quarter and is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Act.

“The transaction announced today allows Emdeon to realize significant value while preserving Emdeon’s ability to participate in the future growth of Emdeon Business Services through its 48% ownership stake,” said Kevin Cameron, CEO, Emdeon Corporation. “We look forward to partnering with General Atlantic, which brings to the table a long-term investment perspective and substantial healthcare and technology expertise.”

Mark Dzialga, managing director at General Atlantic commented, “Emdeon Business Services’ integrated solutions for payers and providers are an important means of streamlining the cost structure of the healthcare system and reducing billing and payment errors. We look forward to

working with Emdeon Business Services’ team to capitalize on the company’s very attractive growth opportunities.”

“We are excited about the opportunity to work with Emdeon Business Services to address the growing demand among the healthcare constituents for electronic claim payment and remittance solutions as payers and providers seek to eliminate paper from their processes. Given the company’s deep network of industry relationships, we believe that Emdeon Business Services is very well positioned to benefit from this strong secular trend going forward,” said Jonathan Korngold, head of General Atlantic’s global healthcare investment group.

Upon closing of the transaction, an Emdeon Business Services Board of Directors, consisting of three directors appointed by Emdeon and three directors appointed by General Atlantic, will be established to oversee the company’s management team and to set long-term strategy.

Emdeon expects to recognize a taxable gain on the transaction and expects to utilize approximately $400 million to $450 million of its federal net operating loss (“NOL”) carryforward to offset a significant portion of the tax liability resulting from this transaction. Approximately $130 million to $150 million of the NOL carryforward utilized will be from the NOL carryforward attributable to WebMD Health Corp. (NASDAQ: WBMD), Emdeon’s 85.8% owned subsidiary. Under the tax sharing agreement between Emdeon and WebMD, WebMD will be reimbursed for its NOL carryforward utilized by Emdeon in this transaction at the current federal statutory tax rate of 35%. Emdeon currently estimates that the amount of the resulting cash reimbursement to WebMD will be approximately $45 to $52 million. The amount of the utilization of the Emdeon and WebMD NOL carryforward and related reimbursement is based on various assumptions and will not be determined until the filing of Emdeon’s consolidated 2006 tax return.

Emdeon Business Services will continue its strategic relationship to closely align with WebMD and will exclusively market WebMD’s online decision-support platform and tools that support consumer directed health plans (CDHP) and health savings accounts (HSA) to its payer customers for integration into their CDHP offerings. WebMD’s online decision-support platform currently helps consumers plan for their healthcare needs in the near-term and in retirement in order to maximize use of their HSA funds.

Emdeon was represented by The Blackstone Group and Citigroup Corporate and Investment Banking in this transaction.

About Emdeon

Emdeon (Nasdaq: HLTH) is a leading provider of business, technology and information solutions that transform both the financial and clinical aspects of healthcare delivery. At the core of Emdeon’s vision is the commitment to connect providers, payers, employers, physicians and consumers in order to simplify business processes, to provide actionable knowledge at the right time and place and to improve healthcare quality.

Emdeon Business Services provides revenue cycle management and clinical communication solutions that enable payers, providers and patients to improve healthcare business processes. WebMD (Nasdaq: WBMD) provides health information services for consumers, physicians, healthcare professionals, employers and health plans through its public and private online portals

and health-focused publications. Porex is a developer, manufacturer and distributor of proprietary porous plastic products and components used in healthcare, industrial and consumer applications.

About General Atlantic

General Atlantic LLC is a leading global private equity firm providing capital for growth companies driven by information technology or intellectual property. The firm was founded in 1980 and has approximately $10 billion of capital under management. General Atlantic has invested in over 150 companies, with current holdings in 50 portfolio companies of which about one-half are based outside the United States. The firm is distinguished within the investment community by its global strategy and worldwide presence, its commitment to provide sustained value-added assistance for its portfolio companies and its long-term approach. General Atlantic has nearly 70 global investment professionals among its 145 employees worldwide with offices in Greenwich, New York, Palo Alto, London, Düsseldorf, Hong Kong and Mumbai. For further information and a listing of GA’s public and private portfolio companies see www.generalatlantic.com.

All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: the expected timing of completion of the transaction described in this press release and ongoing business relationships between Emdeon Business Services and other Emdeon businesses. These statements are based on our current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements, including risks and uncertainties regarding: the amount and timing of potential benefits of the transactions referred to in this release; relationships with customers and strategic partners; and changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet and information technology industries. Further information about these matters can be found in our Securities and Exchange Commission filings. We expressly disclaim any intent or obligation to update these forward-looking statements.

WebMD^®, WebMD Health^®, Emdeon™, Emdeon Business Services™ and POREX^® are trademarks of Emdeon Corporation or its subsidiaries.