Premier, Inc. (NASDAQ:PINC) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 Unregistered Sales of Equity Securities.
As previously disclosed, to the Exchange Agreement, entered into as of September25, 2013 and effective as of October1, 2013 by and among Premier, Inc. (the “Company”), Premier Healthcare Alliance, LP (f/k/a Premier Purchasing Partners, L.P.) (“Premier LP”) and its limited partners (the “Exchange Agreement”), commencing on October31, 2014, and during each year thereafter, each limited partner will generally have the cumulative right to exchange, on a quarterly basis, a portion of its Premier LP ClassB common units (“ClassB Units”) for shares of the Company’s ClassA common stock (“Class A Stock”), cash or a combination of both, the form of consideration to be at the discretion of the audit and compliance committee of the Company’s board of directors (the “Audit Committee”). For each ClassB Unit that is exchanged to the Exchange Agreement, the limited partner will also surrender one corresponding share of the Company’s ClassB common stock (“ClassB Stock”), which will automatically be retired.
In connection with the July31, 2017 quarterly exchange date, the Audit Committee determined to settle all exchanged ClassB Units for shares of the Company’s ClassA Stock.
On July31, 2017, in connection with the twelfth quarterly exchange date under the Exchange Agreement, 1,231,410 ClassB Units were exchanged for a like number of newly issued shares of ClassA Stock. In addition, 1,231,410 shares of the Company’s ClassB Stock were retired and are no longer outstanding. No additional consideration was paid in connection with the exchange. The shares of ClassA Stock were issued in reliance on the exemption provided by Section4(a)(2)of the Securities Act of 1933, as amended, on the basis that no public offering was made.
For additional information regarding the Exchange Agreement, see “Note 2—Initial Public Offering and Reorganization—Reorganization—Exchange Agreement” to the consolidated financial statements contained in the Company’s Annual Report on Form10-K for the fiscal year ended June30, 2016, filed with the Securities Exchange Commission on August26, 2016. A copy of the Exchange Agreement is filed as Exhibit10.2 to the Company’s Form8-K filed with the SEC on October7, 2013.
About Premier, Inc. (NASDAQ:PINC)
Premier, Inc. is a healthcare improvement company. The Company is uniting an alliance of approximately 3,750 United States hospitals and more than 130,000 other provider organizations to transform healthcare. The Company operates healthcare group purchasing organizations and also provides integrated data and analytics, supply chain solutions, advisory services, performance improvement collaborative and other services. The Company plays a role in the healthcare industry, collaborating with members to co-develop long-term innovations that reinvent and improve the way care is delivered to patients nationwide.