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): July 27, 2016

ExamWorks Group, Inc. 

(Exact name of registrant as specified in its charter)

Commission File Number: 001-34930

Delaware	27-2909425
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

3280 Peachtree Road, N.E.

Suite 2625

Atlanta, GA 30305

(Address of principal executive offices, including zip code)

(404) 952-2400

(Registrant’s telephone number, including area code)

(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 2.01 Completion of Acquisition or Disposition of Assets.

Pursuant to the Agreement and Plan of Merger, dated as of April 26, 2016 (the “Merger Agreement”), by and among ExamWorks Group, Inc., a Delaware corporation (“ExamWorks” or the “Company”), Gold Parent, L.P., a Delaware limited partnership (“Parent”), and Gold Merger Co, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), on July 27, 2016 (the “Closing Date”), Merger Sub was merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as an indirect, wholly owned subsidiary of Parent (the “Surviving Company”).

In the Merger, each share of common stock, par value $0.0001 per share, of the Company (“Common Stock”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (but excluding (i) shares held by the Company, Parent, or Merger Sub or any direct or indirect subsidiary of the Company or Parent, (ii) shares contributed to Parent by Richard E. Perlman, Executive Chairman of ExamWorks, James K. Price, Chief Executive Officer of ExamWorks, Wesley J. Campbell, President of ExamWorks, J. Miguel Fernandez de Castro, Chief Financial Officer of ExamWorks, and William A. Shutzer, a director of ExamWorks, and (iii) shares held by stockholders who have (x) not voted in favor of the Merger and adoption of the Merger Agreement or consented thereto in writing, (y) properly demanded appraisal of such shares in compliance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) and (z) as of immediately prior to the Effective Time, neither effectively withdrawn nor lost the rights to such appraisal and payment under the DGCL (“Excluded Shares”)), was automatically canceled and converted into the right to receive $35.05 per share, in cash, without interest (the “Merger Consideration”), subject to applicable withholding taxes.

In addition, at the Effective Time:

i. each then-outstanding vested option to purchase shares of Common Stock (whether or not vested, “Stock Options”) granted under the Company’s Amended and Restated 2008 Stock Incentive Plan, as amended (the “Stock Plan”), was cancelled and, with respect to each such Stock Option for which the holder has executed an award release agreement, in the form attached to the Merger Agreement as Exhibit C (an “Award Release Agreement”), converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the per share exercise price of such Stock Option multiplied by (ii) the number of shares of Common Stock subject to such Stock Option, less any applicable withholding taxes, paid by the Surviving Company in accordance with standard practice;

ii. each then-outstanding vested share of restricted Common Stock (whether or not vested, “Restricted Shares”) or vested award of restricted stock units corresponding to shares of Common Stock (whether or not vested, “RSU Awards” and, together with Stock Options and Restricted Shares, “Stock Awards”), in each case issued under the Stock Plan and after giving effect to any acceleration of vesting required in connection with the Merger, with respect to which the holder has executed an Award Release Agreement became fully vested so as to no longer be subject to any forfeiture or vesting requirements and was considered an outstanding share of Common Stock for purposes of the Merger Agreement, entitling the holder of any such Restricted Shares or RSU Awards to receive the Merger Consideration with respect thereto, less any applicable withholding taxes, paid by the Surviving Company in accordance with standard paractice; and

iii. each unvested Stock Award, after giving effect to any acceleration of vesting required in connection with the Merger, was canceled and each holder thereof who has executed an Award Release Agreement became entitled to receive: (1) with respect to each cancelled Stock Option held by the holder, an amount in cash equal to the product of (A) the excess, if any, of the Merger consideration over the per share exercise price of such Stock Option multiplied by (B) the number of shares of Common Stock subject to such Stock Option (less any required withholding under applicable tax law); and (2) with respect to each cancelled share of Restricted Share and/or RSU Award held by the holder, an amount in cash equal to the product of (A) the Merger consideration multiplied by (B) the number of shares of Common Stock subject to the Restricted Stock and/or RSU Award (less any withholding required under applicable tax law); provided, however, such payments shall be held in an escrow account as set forth below.

Parent has deposited with SunTrust Bank, a Georgia banking corporation (the “Escrow Agent”), for the benefit of the holders of unvested Stock Awards and for payment through the Escrow Agent, cash sufficient to make the payments for unvested Stock Awards discussed above. The Escrow Agent will hold such escrowed funds in escrow pursuant to and in accordance with the Merger Agreement and an escrow agreement negotiated by the Company, Parent and the Escrow Agent. All escrowed funds shall be released to the applicable Stock Award holders in accordance with the original vesting schedule and other terms of such Stock Awards.

The description of the Merger Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The disclosure regarding the Merger and the Merger Agreement set forth under Item 5.01 of this Current Report on Form 8-K is incorporated by reference to this Item 2.01.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On the Closing Date, the Company notified the New York Stock Exchange (the “NYSE”) that the Merger had been completed and requested that trading of the Common Stock be delisted from the NYSE. The Company also requested that the NYSE file with the Securities and Exchange Commission (the “SEC”) a notification of removal from listing on Form 25 with respect to the delisting of the Common Stock from the NYSE. The Company intends to file with the SEC a certification on Form 15 to terminate or suspend its reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, as promptly as practicable.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03 Material Modification to Rights of Security Holders.

As set forth under Item 2.01 of this Current Report on Form 8-K, as of the Effective Time, all issued and outstanding shares of the Common Stock were automatically cancelled and, other than the Excluded Shares, converted into the right to receive the Merger Consideration. At the Effective Time, all holders of Common Stock ceased to have any rights with respect thereto other than, except in the case of the Excluded Shares, the right to receive such consideration.

The information set forth under Items 2.01, 3.01, and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

As a result of the Merger, a change in control of the Company occurred, and the Company is now an indirect, wholly owned subsidiary of Parent.

The total amount of funds used to complete the Merger and related transactions and pay related fees and expenses was approximately $2.2 billion, which was paid with cash, funded through a combination of (i) approximately $1.172 billion in equity financing obtained by Parent, and (ii) $1.12 billion in debt financing obtained by Parent, as contemplated in the Merger Agreement.

The disclosure regarding the Merger and the Merger Agreement set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of the Effective Time, each of J. Thomas Presby, Peter M. Graham, Peter B. Bach, and David B. Zenoff resigned as directors of the Company. No director resigned because of any disagreement with the Company on any matter relating to its operations, policies or practices. Following such resignations and, at the Effective Time, Richard E. Perlman, James K. Price, and William A. Shutzer remained directors of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

Pursuant to the Merger Agreement, at the Effective Time and as a result of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety, and such amended and restated certificate of incorporation became the certificate of incorporation of the Surviving Company. A copy of such amended and restated certificate of incorporation is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 8.01 Other Events.

A copy of the press release issued by the Company announcing the consummation of the transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description	Method of Filing
2.1	Agreement and Plan of Merger, dated April 26, 2016, among ExamWorks Group, Inc., Parent, and Merger Sub.	Incorporated by reference to Exhibit 2.1 to ExamWorks Group, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2016
3.1	Amended and Restated Certificate of Incorporation of ExamWorks Group, Inc.	Electronically
99.1	Press Release, dated July 27, 2016	Electronically

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		ExamWorks Group, Inc.
Date: July 27, 2016	By:	/s/ J. Miguel Fernandez de Castro
		J. Miguel Fernandez de Castro
		Chief Financial Officer and Senior Executive
		Vice President

EXHIBIT INDEX

Exhibit	Description	Method of Filing
2.1	Agreement and Plan of Merger, dated April 26, 2016, among ExamWorks Group, Inc., Parent, and Merger Sub.	Incorporated by reference to Exhibit 2.1 to ExamWorks Group, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2016
3.1	Amended and Restated Certificate of Incorporation of ExamWorks Group, Inc.	Electronically
99.1	Press Release, dated July 27, 2016	Electronically

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

EXAMWORKS GROUP, INC.

FIRST. The name of the corporation is ExamWorks Group, Inc.

SECOND. The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH. The total number of shares of stock which the corporation shall have authority to issue is 5,000. All such shares are to be Common Stock, par value of $0.01 per share, and are to be of one class.

FIFTH. Unless and except to the extent that the by-laws of the corporation shall so require, the election of directors of the corporation need not be by written ballot.

SIXTH. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the corporation is expressly authorized to make, alter and repeal the by-laws of the corporation.

SEVENTH. A director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

EIGHTH. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the corporation or, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person.

The corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding within fifteen (15) days after receipt by the corporation of a written request therefor, provided that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article EIGHTH or otherwise.

NINTH. The corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of any nature conferred upon stockholders, directors or any other persons by and pursuant to this Amended and Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article NINTH.

EX-99.1

Exhibit 99.1

ExamWorks Announces Completion of Acquisition by Leonard Green & Partners, L.P.

ATLANTA, GA. – July 27, 2016 – ExamWorks Group, Inc. (“ExamWorks” or the “Company”) (NYSE:EXAM), a leading provider of independent medical examinations, peer reviews, bill reviews, Medicare compliance services, case management services, record retrieval services, document management services and other related services, today announced the successful completion of its acquisition by an affiliate of Leonard Green & Partners, L.P. The execution of a definitive merger agreement was announced on April 27, 2016.

ExamWorks shareholders approved the acquisition on Tuesday, July 26, 2016. As a result of the merger, each outstanding share of ExamWorks common stock was converted into the right to receive $35.05 per share in cash. Additionally, ExamWorks has become an indirect, wholly owned subsidiary of affiliates of Leonard Green & Partners, L.P.

ExamWorks common stock (NYSE:EXAM) ceased trading on the New York Stock Exchange at the close of market today.

About ExamWorks

ExamWorks Group, Inc. (NYSE:EXAM) is a leading provider of independent medical examinations, peer reviews, bill reviews, Medicare compliance, case management, record retrieval, document management and other related services (“IME services”). We provide the majority of these IME services through our medical panel of credentialed physicians and other medical providers. Our clients include property and casualty insurance carriers, law firms, third-party claim administrators and government agencies that use independent services to confirm the veracity of claims by sick or injured individuals and to facilitate the delivery and quality of cost–effective care for workers’ compensation, automotive, personal injury liability and disability insurance coverage. We help our clients manage costs and enhance their risk management and compliance processes by verifying the validity, nature, cause and extent of claims, identifying fraud and providing fast, efficient and quality IME services.

About Leonard Green & Partners, L.P.

Founded in 1989 and based in Los Angeles, Leonard Green & Partners is one of the nation’s preeminent private equity firms. Leonard Green invests in established companies that are leaders in their markets, including Life Time Fitness, The Container Store, Shake Shack, Whole Foods Market, Topshop, J.Crew, Jetro Cash & Carry, Activision, CHG Healthcare, and Petco. For more information, please visit www.leonardgreen.com.

CONTACT:

J. Miguel Fernandez de Castro

404-952-2400

Senior Executive Vice President and Chief Financial Officer

investorrelations@examworks.com