NOBILIS HEALTH CORP. (HLTH) Files An 8-K Completion of Acquisition or Disposition of Assets
ITEM 2.01
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COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
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As previously announced, on August 1, 2016, Northstar Healthcare
Acquisitions, L.L.C., a Delaware limited liability company and an
indirect wholly-owned subsidiary of Nobilis Health Corp. (Buyer),
and Nobilis Health Corp. (the Company) entered into a purchase
agreement (the Original Purchase Agreement) with Arizona Center for
Minimally Invasive Surgery, LLC, an Arizona limited liability
company (ACMIS), L. Philipp Wall, M.D., P.C., an Arizona
professional corporation (PC), Arizona Vein Vascular Center, LLC,
an Arizona limited liability company and wholly-owned subsidiary of
PC (AVVC and with ACMIS and PC, each a Seller and collectively
Sellers), and L. Philipp Wall (Owner) to acquire all of the Sellers
operating assets (the Acquisition). Buyer, the Company, Sellers and
Owner are referred to collectively as the Parties and each
individually as a Party. On October 28, 2016, the Parties closed
the Acquisition to an Amended and Restated Purchase Agreement dated
October 28, 2016, (the Amended and Restated Purchase Agreement)
which amends and restates in its entirety the Original Purchase
Agreement. The Company subsequently filed with the Securities and
Exchange Commission a current report on Form 8-K (the Arizona Vein
8-K) disclosing the closing of the Acquisition.
Acquisitions, L.L.C., a Delaware limited liability company and an
indirect wholly-owned subsidiary of Nobilis Health Corp. (Buyer),
and Nobilis Health Corp. (the Company) entered into a purchase
agreement (the Original Purchase Agreement) with Arizona Center for
Minimally Invasive Surgery, LLC, an Arizona limited liability
company (ACMIS), L. Philipp Wall, M.D., P.C., an Arizona
professional corporation (PC), Arizona Vein Vascular Center, LLC,
an Arizona limited liability company and wholly-owned subsidiary of
PC (AVVC and with ACMIS and PC, each a Seller and collectively
Sellers), and L. Philipp Wall (Owner) to acquire all of the Sellers
operating assets (the Acquisition). Buyer, the Company, Sellers and
Owner are referred to collectively as the Parties and each
individually as a Party. On October 28, 2016, the Parties closed
the Acquisition to an Amended and Restated Purchase Agreement dated
October 28, 2016, (the Amended and Restated Purchase Agreement)
which amends and restates in its entirety the Original Purchase
Agreement. The Company subsequently filed with the Securities and
Exchange Commission a current report on Form 8-K (the Arizona Vein
8-K) disclosing the closing of the Acquisition.
The Arizona Vein 8-K did not include the historical financial
statements of PC and ACMIS, or the unaudited pro forma combined
financial information of the Company (collectively, the Financial
Information) and instead contained an undertaking to file the
Financial Information at a later date. This amendment is being
filed for the purpose of satisfying the Companys undertaking to
file the Financial Information required by Item 9.01(a) and (b) of
Form 8-K, and this amendment should be read in conjunction with the
Arizona Vein 8-K.
statements of PC and ACMIS, or the unaudited pro forma combined
financial information of the Company (collectively, the Financial
Information) and instead contained an undertaking to file the
Financial Information at a later date. This amendment is being
filed for the purpose of satisfying the Companys undertaking to
file the Financial Information required by Item 9.01(a) and (b) of
Form 8-K, and this amendment should be read in conjunction with the
Arizona Vein 8-K.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Business Acquired
The combined audited financial statements of PC and ACMIS for the
year ended December 31, 2015, including the notes to the
consolidated financial statements and Independent Auditors’ Report
are filed as Exhibit 99.1 to this Current Report on Form 8-K/A. The
combined unaudited financial statements of PC and ACMIS for the six
months ended June 30, 2016 are filed as Exhibit 99.2 to this
Current Report on Form 8-K/A.
year ended December 31, 2015, including the notes to the
consolidated financial statements and Independent Auditors’ Report
are filed as Exhibit 99.1 to this Current Report on Form 8-K/A. The
combined unaudited financial statements of PC and ACMIS for the six
months ended June 30, 2016 are filed as Exhibit 99.2 to this
Current Report on Form 8-K/A.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information of
the Company, PC and ACMIS (together “Arizona Vein”) for the year
ended December 31, 2015 and as of and for the six months ended June
30, 2016 are filed as Exhibit 99.3 to this Current Report on Form
8-K/A.
the Company, PC and ACMIS (together “Arizona Vein”) for the year
ended December 31, 2015 and as of and for the six months ended June
30, 2016 are filed as Exhibit 99.3 to this Current Report on Form
8-K/A.
(c) None.
(d) Exhibits.
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Exhibit
Number
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Exhibit Description
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23.1
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Consent of Briggs Veselka Co., Independent Auditors of PC
and ACMIS |
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99.1
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Combined audited financial statements of PC and ACMIS as
of December 31, 2015, including notes to the financial statements and Independent Auditors’ Report |
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99.2
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Combined unaudited financial statements of PC and ACMIS
for the six months ended June 30, 2016 |
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99.3
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Unaudited pro forma condensed combined balance sheet and
statement of operations as of and for the six months ended June 30, 2016, as well as unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015, giving effect to the Company’s acquisition of Arizona Vein |
About NOBILIS HEALTH CORP. (HLTH)
