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): November 16, 2015

IPC HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33930	No. 95-4562058
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4605 Lankershim Boulevard, Suite 617

North Hollywood, California 91602

(Address of principal executive offices including Zip Code)

(888) 447-2362

(Registrant’s telephone number, including area code)

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 of stockholders of IPC Healthcare, Inc., a Delaware corporation (the “Company”), was held on November 16, 2015 in Universal City, California (the “Special Meeting”). A total of 13,713,851 shares of the Company’s common stock, out of a total of 17,452,664 shares of common stock issued and outstanding and entitled to vote as of October 14, 2015 (the “Record Date”), were present in person or represented by proxy at the Special Meeting, which constituted a quorum. A summary of the voting results for the following proposals, each of which is described in detail in the Company’s proxy statement dated October 15, 2015 and first mailed to the Company’s stockholders on or about October 16, 2015, is set forth below:

Adoption of the Merger Agreement

As previously disclosed, on August 4, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Team Health Holdings, Inc., a Delaware corporation (“Team Health”), together with Intrepid Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Team Health, providing for, subject to the satisfaction or waiver of certain specified conditions in the Merger Agreement, the acquisition of the Company by Team Health at a price of $80.25 per share in cash, without interest and subject to any applicable withholding taxes, pursuant to a merger of Merger Sub with and into the Company.

At the Special Meeting, the Company’s stockholders voted upon and approved a proposal to adopt the Merger Agreement. Approximately 99.88% of the shares present in person or represented by proxy at the Special Meeting were voted in favor of the proposal. The voting results on this proposal were as follows:

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
13,696,850	12,456	4,545	N/A

Advisory Vote on Named Executive Officer Merger-Related Compensation

At the Special Meeting, the Company’s stockholders, on a non-binding, advisory basis, also voted upon and approved a proposal to approve the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger contemplated by the Merger Agreement. Approximately 69.75% of the shares present in person or represented by proxy at the Special Meeting were voted in favor of the proposal. The voting results on this proposal were as follows:

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
9,565,192	3,952,535	196,124	N/A

Adjournment of the Special Meeting

In connection with the Special Meeting, the Company also solicited proxies on a proposal with respect to the adjournment of the Special Meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the adoption of the Merger Agreement if there were not sufficient votes at the time of the Special Meeting to adopt the Merger Agreement. Because stockholders holding at least a majority of the shares of the Company’s common stock outstanding and entitled to vote at the close of business on the Record Date approved the proposal to adopt the Merger Agreement, the vote was not called on this proposal.

Item 8.01 Other Events.

On November 17, 2015, the Company issued a press release announcing that the Merger Agreement had been approved by the Company’s stockholders. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated November 17, 2015.

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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.

	IPC HEALTHCARE, INC.
Date: November 17, 2015	By:	/s/ Adam D. Singer, M.D.
		Adam D. Singer, M.D.
		Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated November 17, 2015.

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EX-99.1

Exhibit 99.1

Contacts: Rick Kline IPC Healthcare, Inc. (818) 766-3502 Evan Pondel PondelWilkinson, Inc. (310) 279-5980 epondel@pondel.com

IPC HEALTHCARE, INC. STOCKHOLDERS APPROVE ACQUISITION BY TEAM HEALTH

HOLDINGS, INC.

IPC Healthcare Stockholders Entitled to Receive $80.25 per Share upon Closing of Transaction;

Acquisition on Track for Completion on or around November 23rd

North Hollywood, California—November 17, 2015— IPC Healthcare, Inc. (“IPC”) (NASDAQ:IPCM) today announced that stockholders of IPC formally approved the pending $1.6 billion acquisition of IPC by Team Health Holdings, Inc. Upon completion of the transaction, each share of IPC common stock will convert into the right to receive $80.25 in cash.

“Shareholder approval of the acquisition by Team Health is a reflection of the substantial value created for our investors over the past several years, culminating in this transaction,” said Adam Singer, M.D., chairman and chief executive officer of IPC. “We appreciate the confidence IPC shareholders have placed in our company, and we’re pleased that confidence is being rewarded.”

The transaction remains subject to customary closing conditions, and the companies expect the acquisition will be completed on or around November 23rd in accordance with terms of the Merger Agreement.

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About IPC Healthcare

IPC is a leading national acute hospitalist and post-acute provider group practice company. IPC’s affiliated physicians and other clinical providers practice in over 375 hospitals and 2,025 post-acute care facilities. The Company offers its more than 2,125 employed clinicians comprehensive training, information technology, and management support systems to improve the quality and reduce the cost of patient care in the facilities it serves. For more information, visit the IPC website at http://www.ipchealthcare.com.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication may constitute “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by the words “will,” “expects,” “believes” and words or phrases of similar import. Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that could cause actual results to differ materially include, without limitation, risks or uncertainties associated with: the satisfaction of the conditions precedent to the consummation of the proposed transaction with Team Health Holdings, Inc., including, without limitation, the receipt of regulatory approvals; unanticipated difficulties or expenditures relating to the proposed transaction; legal proceedings instituted against IPC and others following announcement of the proposed transaction; disruptions of current plans and operations caused by the announcement and pendency of the proposed transaction;

potential difficulties in employee retention as a result of the announcement and pendency of the proposed transaction; the response of customers, distributors, suppliers and competitors to the announcement of the proposed transaction; and other factors described in IPC’s annual report on Form 10-K for the year ended December 31, 2014 and quarterly report on Form 10-Q for the quarterly period ended September 30, 2015 filed with the U.S. Securities and Exchange Commission (the “SEC”). IPC assumes no obligation to update the information in this communication, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

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