0001193125-15-313057.txt : 20150904 0001193125-15-313057.hdr.sgml : 20150904 20150904161535 ACCESSION NUMBER: 0001193125-15-313057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150903 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150904 DATE AS OF CHANGE: 20150904 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Emdeon Inc. CENTRAL INDEX KEY: 0001444598 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 205799664 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34435 FILM NUMBER: 151094766 BUSINESS ADDRESS: STREET 1: 3055 LEBANON PIKE STREET 2: SUITE 1000 CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 615-932-3000 MAIL ADDRESS: STREET 1: 3055 LEBANON PIKE STREET 2: SUITE 1000 CITY: NASHVILLE STATE: TN ZIP: 37214 8-K 1 d86474d8k.htm FORM 8-K Form 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): September 4, 2015 (September 3, 2015 )

 

 

EMDEON INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-34435   20-5799664

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

3055 Lebanon Pike, Suite 1000

Nashville, TN

(Address of Principal Executive Offices)

 

37214

(Zip Code)

(615) 932-3000

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

 

¨ 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 2.05. Costs Associated With Exit or Disposal Activities.

On September 3, 2015, Emdeon Inc. (the “Company”) announced its intention to rebrand its business as “Change Healthcare” beginning in the fourth quarter of 2015. In connection with this rebranding, the Company estimates that it will record total pre-tax non-cash charges related to accelerated trade name amortization of approximately $32 million and $94 million in the third and fourth quarters of 2015, respectively.

Item 7.01. Regulation FD Disclosure

On September 3, 2015, the Company issued a press release announcing its intention to rebrand its business as “Change Healthcare” beginning in the fourth quarter of 2015. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for the 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 into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Information set forth in this Current Report on Form 8-K (including the exhibit attached hereto) contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are subject to a number of risk and uncertainties. A discussion of factors that may affect future results is contained in the Company’s filings with the Securities and Exchange Commission. The Company disclaims any obligation to update forward-looking statements, except as may be required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished herewith to this Current Report on Form 8-K.

 

Exhibit No.

  

Description

99.1    Press Release dated September 3, 2015


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.

 

    EMDEON INC.

Date: September 4, 2015

    By:   /s/ Gregory T. Stevens
    Name:   Gregory T. Stevens
    Title:   Executive Vice President, General Counsel and Secretary


INDEX TO EXHIBITS

 

Exhibit No.

  

Description

99.1    Press Release dated September 3, 2015
EX-99.1 2 d86474dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE    LOGO

Emdeon To Rebrand as Change Healthcare

New brand strategy reflects the company’s evolution towards more

value-based solutions for its diverse customer base

NASHVILLE, Tenn. (September 3, 2015) — Emdeon, one of the largest, independent healthcare technology companies providing software and analytics, connectivity, communications, payments, consumer engagement and workflow optimization solutions, today announced that the company will rebrand as “Change Healthcare” to better reflect its diverse capabilities and solutions. The rebranding will begin in the fourth quarter of this year.

“The decision to evolve our brand reflects our significant and exciting business transformation over the past three years” said Neil de Crescenzo, Chief Executive Officer and President of Emdeon. “Today we serve virtually all constituencies in the healthcare system. It is critical that our brand reflects the full breadth and depth of our innovation and capabilities.”

Beginning in the fourth quarter of 2015, Emdeon and its associated business units will begin the migration of aligning under the Change Healthcare brand. These businesses include Chamberlin Edmonds and Associates, a technology-enabled provider of eligibility and enrollment solutions to healthcare providers; EquiClaim and TC3, which provide payment integrity analytics to healthcare payers; Goold Health Systems, a technology-enabled provider of pharmacy benefit services primarily to state Medicaid agencies; HTMS, a management consulting company providing business and technology services for the healthcare market; and the recently acquired Altegra Health, a national provider of technology and intervention platforms that combine data aggregation and analytics with unique member engagement and reporting capabilities to achieve actionable insights and improved management for value-based healthcare. The company’s current Change Healthcare business, a healthcare consumer engagement and transparency solutions provider acquired in November 2014, will also be rebranded as part of this initiative.

Working together, the businesses of the new Change Healthcare will enable smarter healthcare. The company’s solutions deliver integrated capabilities which enable customers to obtain actionable insights, collaboratively exchange mission-critical information, optimize revenue opportunities, control costs, increase cash flow and efficiently manage complex healthcare workflows. The foundation of these solutions is the company’s Intelligent Healthcare Network™, which facilitates the capture and standardization of healthcare data seamlessly in the customer’s workflow. This intelligent healthcare platform underpins the United States healthcare system, benefiting all major healthcare stakeholders: commercial and governmental payers, employers, hospitals, physician practices, laboratories, pharmacies and consumers.

The company’s Intelligent Healthcare Network is the single largest financial and administrative healthcare network in the United States, reaching approximately 750,000 physicians, 105,000 dentists, 60,000 pharmacies, 5,000 hospitals, 600 vendors, 450 laboratories and 1,200 government and commercial payers, and allows the company to bring actionable data, analytics and insights to the healthcare ecosystem. The company’s network processed approximately 8.1 billion healthcare-related transactions, covering $1.2 trillion in claims, in 2014. The company has developed this network of payers and providers over 30 years and connects to virtually all private and government payers, claim-submitting providers and pharmacies in a hybrid cloud-based, user-centric and secure infrastructure environment.


“In today’s dynamic healthcare markets, we need to make it easier for our customers and prospective customers to understand who we are, the value of what we do and how we can help them address some of their most exciting opportunities and solve some of their most pressing issues,” said Tom McEnery, Chief Strategic Marketing Officer of Emdeon. “Our customers care deeply about improving quality and delivering a better experience for all participants across the healthcare landscape in a cost effective manner. Our new brand better reflects the way we serve our customers, as they seek partners who can deliver insights and solutions that lead to better business decisions in an ever-changing healthcare environment. As Change Healthcare, we can better deliver the full scope of our capabilities to our customers and focus on enabling smarter healthcare.”

According to McEnery, “We’ve worked closely with our customers, our team members and many others as we explored the best way to articulate the intent and ambition of this tremendous organization. The theme of ‘change’ in healthcare was a constant. Our customers want help in navigating change. And they want that help to be proactive, innovative and measurable in impact. Our team members are inspired by change and their role in helping our customers navigate the evolving healthcare landscape. Over time, it became clear that Change Healthcare is a robust articulation of our intent to help our customers and partners move forward in a positive and collaborative fashion.”

The migration to the new brand will begin in the fourth quarter of this year. “All migration activities and the timing of those activities will be handled in a transparent fashion with our customers and partners,” according to McEnery. “A number of our customers and partners were involved in the planning of this decision and our strategy incorporates their valuable input. Our number one priority is their needs, and we will execute this transition in a manner that addresses those needs.”

About Emdeon

Emdeon is a leading provider of software and analytics, network solutions and technology-enabled services that optimize communications, payments and actionable insights by leveraging its intelligent healthcare platform, which includes the single largest financial and administrative network in the United States healthcare system. Emdeon’s platform and solutions integrate and automate key functions of its payer, provider and pharmacy customers throughout the patient encounter, from consumer engagement and pre-care eligibility and enrollment through payment. By using Emdeon’s comprehensive suite of solutions, which are designed to easily integrate with existing technology infrastructures, customers are able to improve efficiency, reduce costs, increase cash flow and more efficiently manage complex workflows. For more information, visit emdeon.com.

Forward-Looking Statements

Statements made in this press release that express Emdeon’s or management’s intentions, plans, beliefs, expectations or predictions of future events are forward-looking statements. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. Forward-looking statements may include information concerning Emdeon’s possible or assumed future results of operations, including descriptions of Emdeon’s revenues, profitability, outlook and overall business strategy. You should not place undue reliance on these statements because they are subject to numerous uncertainties and factors relating to Emdeon’s operations and business environment, all of which are difficult to predict and many of which are beyond Emdeon’s control. Although Emdeon believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect Emdeon’s actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. Such factors related to Emdeon’s actual financial results or results of operations include: effects of competition, including competition from entities that are customers for certain of Emdeon’s solutions; Emdeon’s ability to maintain


relationships with its customers and channel partners; Emdeon’s ability to effectively cross-sell its solutions to existing customers and to continue to generate revenue and maintain profitability by developing or acquiring and successfully deploying new or updated solutions; the anticipated benefits from acquisitions not being fully realized or not being realized within the expected time frames; and general economic, business or regulatory conditions affecting the healthcare information technology and services industries; as well as the other risks discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and elsewhere in Emdeon’s Annual Report filed on Form 10-K for the year ended December 31, 2014, as well as other reports filed by Emdeon with the Securities and Exchange Commission.

Forward-looking statements made by Emdeon herein, or elsewhere, speak only as of the date on which made. Emdeon expressly disclaims any intent, obligation or undertaking to update or revise any forward-looking statements made herein to reflect any change in Emdeon’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

Emdeon

Media Contact

Ashley Sonn

615.932.3193

asonn@emdeon.com

Investor Contact

Julie Loftus Trudell

615-932-3445

jtrudell@emdeon.com

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