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): October 4, 2010

MedAssets, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33881	51-0391128
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 North Point Center E, Suite 200, Alpharetta, Georgia	30022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 678-323-2500

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:

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))

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

Item 7.01 Regulation FD Disclosure.

MedAssets, Inc. (the “Company”) is hereby disclosing certain financial information (attached in Exhibit 99.1 and incorporated herein by reference) with respect to Broadlane Intermediate Holdings, Inc. (“Broadlane Intermediate Holdings”) in connection with the Company’s acquisition of Broadlane Intermediate Holdings (the “Acquisition”) contemplated by the previously announced Stock Purchase Agreement, dated as of September 14, 2010, by and among the Company, Broadlane Holdings, LLC, a Delaware limited liability company (“Broadlane LLC”), and Broadlane Intermediate Holdings, a Delaware corporation and a wholly-owned subsidiary of Broadlane LLC. Portions of the information will be used for presentations to potential lenders in connection with the Company obtaining $750 million in senior secured first-lien loan facilities and, if up to $360 million of senior notes are not issued by the Company on or prior to the closing date of the Acquisition, $360 million of senior unsecured increasing rate bridge loans under a senior unsecured bridge facility, the proceeds of which will be used to, among other things, finance the Acquisition and refinance the Company’s existing indebtedness, as contemplated by the previously disclosed debt commitment letter among the Company, Barclays Bank PLC, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC, dated as of September 14, 2010.

The information furnished pursuant to, and incorporated by reference in, Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.

The financial information and operating data do not represent a comprehensive statement of the financial results for Broadlane Intermediate Holdings for the periods presented. KPMG LLP, Broadlane Intermediate Holdings’ independent registered public accounting firm, has not audited the accompanying financial information and operating data. Accordingly, KPMG does not express an opinion or any other form of assurance with respect thereto. Furthermore, the results for periods of less than a full year are not necessarily indicative of the results to be expected for any other interim period or for a full year. Accordingly, investors and stockholders should not place undue reliance on the financial information and operating data.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number	Description
99.1	Certain financial information of Broadlane Intermediate Holdings, Inc.

SIGNATURES

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.

	MedAssets, Inc.
October 4, 2010	By:	/s/ L. Neil Hunn
		Name:	L. Neil Hunn
		Title:	Executive Vice President, Chief Financial Officer and President of Revenue Cycle Technology

EXHIBIT INDEX

Exhibit No.	Description
99.1	Certain financial information of Broadlane Intermediate Holdings, Inc.

EX-99.1

Exhibit 99.1

CERTAIN FINANCIAL INFORMATION
OF BROADLANE INTERMEDIATE HOLDINGS, INC.
(UNAUDITED) ⁽¹⁾

	Six Months Ended
	June 30,
In 000s	2010			2009
Total net revenue	$	86,303		$	81,316
Net (loss) income	$	(7,415	)	$	436
Non-GAAP Adjusted EBITDA (2)	$	22,853		$	26,395

CERTAIN FINANCIAL INFORMATION
OF BROADLANE INTERMEDIATE HOLDINGS, INC.
RECONCILIATION OF SELECTED NON-GAAP MEASURES TO GAAP MEASURES
(UNAUDITED) ⁽¹⁾

	Six Months Ended
	June 30,
In 000s	2010			2009
Net (loss) income	$	(7,415	)	$	436
Depreciation and amortization		13,193			12,428
Interest expense, net (3)		8,223			12,411
Loss on extinguishment of debt (4)		11,754			—
Other (gains) (5)		(21	)		(946	)
Income tax (benefit) expense		(3,440	)		943
Non-GAAP EBITDA (2)	$	22,294		$	25,272
Share-based compensation (6)		435			320
Purchase accounting adjustments (7)		124			803
Non-GAAP Adjusted EBITDA (2)	$	22,853		$	26,395

(1)	As reported by the management of Broadlane Intermediate Holdings, Inc. for the six months ended June 30, 2010 and 2009.
(2)	Non-GAAP financial measures reported by the management of Broadlane Intermediate Holdings, Inc. may have limitations as analytical tools and should not be considered by investors in isolation or as a substitute for analysis of Broadlane Intermediate Holdings, Inc.’s or the Company’s results as reported under GAAP. The Company compensates for such limitations by relying primarily on the Company’s GAAP results and using non-GAAP financial measures only supplementally. Where possible, the Company provides reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures. Investors are encouraged to carefully review those reconciliations. In addition, because these non-GAAP measures are not measures of financial performance under GAAP and are susceptible to varying calculations, these measures may differ from and may not be comparable to similarly titled measures used by other companies. Broadlane Intermediate Holdings, Inc. measures are for illustrative and informational purposes only and are not intended to represent or be indicative of what the Company’s results of operations would have been if the acquisition of Broadlane Intermediate Holdings, Inc. had occurred at the beginning of such periods.
	Broadlane Intermediate Holdings, Inc. EBITDA and Adjusted EBITDA measures are used by our management and the board of directors to facilitate a comparison of Broadlane Intermediate Holdings, Inc. operating performance on a consistent basis from period to period and provide for a more complete understanding of factors and trends affecting their business. These measures assist our management and the board of directors and may be useful to investors in comparing Broadlane Intermediate Holdings, Inc. operating performance consistently over time. EBITDA and Adjusted EBITDA are not measures of liquidity under GAAP, or otherwise, and are not an alternative to cash flow from continuing operating activities.
(3)	Interest income is included in other income/expense and is not netted against interest expense in Broadlane Intermediate Holdings, Inc’s condensed consolidated statement of operations.
(4)	Loss on extinguishment of debt is due to refinancing of Broadlane Intermediate Holdings, Inc’s senior term loan and extinguishment of senior subordinated notes and the resulting premium and write-off of debt discount and deferred financing costs.
(5)	Primarily represents gains resulting from interest rate derivative financial instruments.
(6)	Represents non-cash share based compensation to both employees and directors.
(7)	For the six months ended June 30, 2010, this adjustment represents costs related to certain acquisitions completed in 2010. For the six months ended June 30, 2009, this adjustment represents purchase accounting adjustments related to the acquisition of Broadlane Intermediate Holdings, Inc. by TowerBrook on August 15, 2008. In applying purchase accounting required by GAAP, certain amounts that absent purchase accounting would have been recorded as revenue after the date of the acquisition were required to be recorded as an accounts receivable asset at the acquisition date. Accordingly, as a result of purchase accounting, administrative fee revenue for the six months ended June 30, 2009 was reduced by $0.8 million. Including this adjustment in calculating Adjusted EBITDA eliminates this effect of purchase accounting.