424B7 1 d48685d424b7.htm 424B7 424B7

Filed pursuant to Rule 424(b)(7)
Registration No. 333-244415

Prospectus Supplement No. 1

(To Prospectus dated August 11, 2020)

50,143,414 Shares

 

LOGO

Premier, Inc.

Class A Common Stock

 

 

This prospectus supplement supplements and amends the prospectus dated August 11, 2020 (the “Prospectus”), covering the resale from time to time by selling stockholders named in the Prospectus of up to an aggregate of 50,143,414 shares of Class A common stock (“Shares”) of Premier, Inc. (“Premier”) that may be resold from time to time by the selling stockholders listed in the table under the section titled “Selling Stockholders” in the Prospectus (the “Selling Stockholders”). The Selling Stockholders received their Shares pursuant to the Agreement and Plan of Merger, dated as of August 11, 2020 (the “Merger Agreement”), among Premier, Premier Healthcare Alliance, L.P. (“Premier LP”), a California limited partnership, and BridgeCo, LLC, a California limited liability company formed for the sole purpose of merging with and into Premier LP (“BridgeCo”), with Premier LP as the surviving entity. The Shares were issued to the Selling Stockholders as consideration under the Merger Agreement for the acquisition from such Selling Stockholders of all of their outstanding Class B Common Units of Premier LP.

This prospectus supplement is not complete without, and may not be utilized except in connection with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement is qualified by reference to the Prospectus, except to the extent that the information provided by this prospectus supplement supersedes information contained in the Prospectus.

Our Class A common stock is traded on the NASDAQ Global Select Market, or NASDAQ, under the symbol “PINC.” On August 13, 2020, the last reported sales price of our common stock on NASDAQ was $35.30 per share.

 

 

Investing in our securities involves risks. You should read carefully and consider the “Risk Factors” included in our most recent Annual Report on Form 10-K and our Current Report on Form 8-K dated August 11, 2020, as may be updated by our periodic and current reports, all of which are incorporated by reference herein, before investing in our Class A common stock.

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus supplement is August 14, 2020.

SELLING STOCKHOLDERS

The information in the table appearing under the heading “Selling Stockholders” in the Prospectus is supplemented and amended by the following information, which includes information with respect to the “Other Selling Stockholders” not previously listed in the Prospectus and supersedes information with respect to the Selling Stockholders listed below as of the date of this prospectus supplement. The following updated information is based solely upon information provided to us by the Selling Stockholders and is accurate, to the best of our knowledge, as of the date of this prospectus supplement.

The following table sets forth the Selling Stockholders’ beneficial ownership of our Class A common stock as of the date of this prospectus supplement. The number and percentage of shares of Class A common stock shown in the table as beneficially owned after this offering by each Selling Stockholder assumes the sale of all shares of Class A common stock offered by the Selling Stockholder and that the Selling Stockholder does not acquire any additional shares of Class A common stock. Information in the table below with respect to beneficial ownership has been furnished by each of the Selling Stockholders. Beneficial ownership is determined in accordance with the rules and regulations of the Securities and Exchange Commission.

The Selling Stockholders listed in the table below may have sold, transferred, otherwise disposed of or purchased, or may sell, transfer, otherwise dispose of or purchase, at any time and from time to time, shares of our Class A common stock in transactions exempt from the registration requirements of the Securities Act or in the open market after the date on which they provided the information set forth in the table below. Selling Stockholders may offer for sale all, some or none of their shares of Class A common stock. Therefore, it is difficult to estimate with any degree of certainty the aggregate number of shares of Class A common stock that the Selling Stockholders will ultimately offer pursuant to this prospectus supplement or that the Selling Stockholders will ultimately own upon completion of the offering to which this prospectus supplement relates. The following table does not take into account any restrictions on ownership or transfer as described in “Description of Capital Stock” in the Prospectus.

 

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The Selling Stockholders named below and their permitted transferees, pledgees, orderees or other successors may from time to time offer the shares of our Class A common stock offered by this prospectus supplement. Except as otherwise indicated in the footnote below, the beneficial owner has sole voting and investment power with respect to the indicated shares of Class A common stock.

 

     Total Number of Shares
of Class A Common
Stock
Beneficially
Owned Prior to
the Offering		      Maximum
Number of
Shares of Class
A Common
Stock
Being Offered		      Total Number of Shares
of Class A Common
Stock Beneficially
Owned After this
Offering		  

Name of Selling Stockholder

    Number      Percent(1)      Number      Number      Percent(1)  

Anne Arundel Medical Center, Inc.

      309,580             *       232,185        77,395             * 

Cumberland Medical Center, Inc.

      8,251             *       8,251        —          —   % 

Doctors Community Hospital

      20,771             *       20,771        —          —   % 

 

*

Represents less than 1.0%.

(1)

Percentage of beneficial ownership is based upon the number of shares of Class A common stock outstanding as of the date of this prospectus supplement. Because the Selling Stockholders are not obligated to sell any portion of their Shares shown as offered by them, it is difficult to estimate with any degree of certainty the actual number of shares or percentage of our Class A common stock that will be held by the Selling Stockholders upon completion of this offering. Selling Stockholders may offer for sale all, some or none of their shares of Class A common stock listed in the table above. For purposes of this table, however, we have assumed that, after completion of the offering, none of the shares covered by this prospectus supplement will be held by Selling Stockholders.

 

S-2