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

Date of Report (Date of Earliest Event Reported): January 11, 2017

Team Health Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34583	36-4276525
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
265 Brookview Centre Way, Suite 400 Knoxville, Tennessee		37919
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (865) 693-1000

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))

Item 5.07 Submission of Matters to a Vote of Security Holders.

A special meeting (the “Special Meeting”) of the stockholders of Team Health Holdings, Inc. (“TeamHealth”) was convened at 2:00 p.m., Eastern Time on January 11, 2017 to consider and vote upon (i) a proposal to adopt the Agreement and Plan of Merger, dated as of October 30, 2016 (as amended or modified from time to time, the “Merger Agreement”), among TeamHealth, Tennessee Parent, Inc. and Tennessee Merger Sub, Inc. (the “Merger Proposal”) pursuant to which Merger Sub will merge with and into TeamHealth (the “Merger”) with TeamHealth remaining as the surviving entity upon completion of the transaction, (ii) a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by TeamHealth to its named executive officers that is based on or otherwise relates to the Merger (the “Compensation Proposal”) and (iii) a proposal to approve an adjournment of the Special Meeting from time to time, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Merger Proposal (the “Adjournment Proposal”).

The final voting results as to each proposal (each of which proposals is described in greater detail in the definitive proxy statement filed by TeamHealth with the Securities Exchange Commission on December 12, 2016) are set forth below.

Proposal One – The Merger Proposal. The Merger Agreement was adopted. Voting results were as follows:

For	Against	Abstain	Broker Nonvotes
54,566,613	6,165,051	3,173,261	0

Proposal Two – The Compensation Proposal. The Compensation Proposal was not approved. Voting results were as follows:

For	Against	Abstain	Broker Nonvotes
28,697,447	31,793,853	3,413,625	0

Proposal Three – The Adjournment Proposal. In connection with the Special Meeting, TeamHealth solicited proxies with respect to the Adjournment Proposal. Because there were sufficient votes from TeamHealth stockholders to approve the Merger Proposal, adjournment of the Special Meeting was unnecessary and the Adjournment Proposal was not called.

Item 8.01 Other Events.

On January 11, 2017, TeamHealth issued a press release entitled “TeamHealth Stockholders Approve Acquisition By Funds Affiliated with Blackstone.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated January 11, 2017

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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 hereunto duly authorized.

	TEAM HEALTH HOLDINGS, INC.
Dated: January 11, 2017	By:	/s/ David P. Jones
		Name:  David P. Jones Title:    Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 11, 2017

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE INVESTOR CONTACT: David Jones Executive Vice President and Chief Financial Officer 865-293-5299   MEDIA CONTACT: Pat Ball Senior Vice President Strategic Resources Group 865-293-5352

TeamHealth Stockholders Approve Acquisition By Funds Affiliated with Blackstone

KNOXVILLE, Tenn., Jan. 11, 2017 – Team Health Holdings, Inc. (“TeamHealth” or the “Company”) (NYSE: TMH), a leading physician services organization, today announced that its stockholders approved the acquisition of TeamHealth by funds affiliated with Blackstone and certain co-investors at its special meeting of stockholders held today. Subject to the satisfaction of the remaining customary closing conditions, TeamHealth expects the transaction to close in the first quarter of 2017. Upon the closing of the transaction, TeamHealth stockholders will be entitled to receive $43.50 per share in cash.

About TeamHealth

At TeamHealth (NYSE: TMH), our purpose is to perfect physicians’ ability to practice medicine, every day, in everything we do. Through our more than 20,000 affiliated healthcare professionals and advanced practice clinicians, TeamHealth offers outsourced emergency medicine, hospital medicine, critical care, anesthesiology, orthopedic hospitalist, acute care surgery, obstetrics and gynecology hospitalist, ambulatory care, post-acute care and medical call center solutions to approximately 3,300 acute and post-acute facilities and physician groups nationwide. Our philosophy is as simple as our goal is singular: we believe better experiences for physicians lead to better outcomes—for patients, hospital partners and physicians alike. Join our team; we value and empower clinicians. Partner with us; we deliver on our promises. Learn more at http://www.teamhealth.com.

The term “TeamHealth” as used throughout this release includes Team Health Holdings, Inc., its subsidiaries, affiliates, affiliated medical groups and providers, all of which are part of the TeamHealth organization. “Providers” are physicians, advanced practice clinicians and other healthcare providers who are employed by or contract with subsidiaries or affiliated entities of Team Health Holdings, Inc. All such providers exercise independent clinical judgment when providing patient care. Team Health Holdings, Inc. does not have any employees, does not contract with providers and does not practice medicine.

Forward-Looking Statements

This communication contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 that such “forward looking statements,” including without limitation, those relating to the acquisition of the Company by funds affiliated with Blackstone (the “acquisition”) being completed within the anticipated timeframe or at all, the realization of the expected benefits of the acquisition, the Company’s and the combined business’s 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 Company’s 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 our 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 that could give rise to a termination of the merger agreement between the Company and affiliates of Blackstone, the risks that the proposed acquisition disrupts current plans and operations, current or future government regulation of the healthcare industry, exposure to professional liability lawsuits and governmental agency investigations, the adequacy of insurance coverage and insurance reserves, as well as those factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission.

The Company’s forward looking statements speak only as of the date hereof and the date they are made. The Company disclaims any intent or obligation to update “forward looking statements” made in this communication to reflect changed assumptions, the occurrence of unanticipated events, or changes to future operating results over time.