QUORUM HEALTH CORPORATION (NYSE:QHC) Files An 8-K Other Events

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QUORUM HEALTH CORPORATION (NYSE:QHC) Files An 8-K Other Events

QUORUM HEALTH CORPORATION (NYSE:QHC) Files An 8-K Other Events
Item 8.01 Other Events.

On June 7, 2019, Quorum Health Corporation (the “Company”) issued a press release announcing that it had entered into a definitive agreement to divest Watsonville Community Hospital in Watsonville, California to Halsen Healthcare (the “Divestiture”). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

As a result of the Divestiture, a pension plan now sponsored by the Company (identified below) will experience a change in contributing sponsor or controlled group, which is a “reportable event” to section 4043(c) of the Employee Retirement Income Protection Act of 1974, as amended (“ERISA”), requiring notice to the Pension Benefit Guaranty Corporation (“PBGC”). As permitted by applicable regulations of the PBGC, the Company is filing this Current Report on Form 8-K in order to satisfy the public company notice waiver with respect to the reportable event. to PBGC guidance, set forth below is the information required by the PBGC in order to satisfy the public company notice waiver.

The Watsonville Community Hospital Cash Balance Pension Plan (the “Plan”) is a defined benefit pension plan that is subject to Title IV of ERISA. to the applicable terms of a purchase agreement made and entered into as of May 31, 2019 (the “Agreement”), by and among QHC California Holdings, LLC, the Company, Watsonville Hospital Holdings, Inc. (the “Buyer”), and Halsen Healthcare, LLC, all of the issued and outstanding shares of stock of Watsonville Hospital Corporation, contributing sponsor of the Plan, shall be acquired by the Buyer. The Agreement was made and entered into as of May 31, 2019, and is expected to close by the end of the third quarter of 2019, subject to customary approvals and conditions.

to applicable regulations of the PBGC, the transaction contemplated in the Agreement constitutes a change in contributing sponsor or controlled group with respect to the Plan, which is a reportable event under section 4043 of ERISA. As a result of the transaction, Watsonville Hospital Corporation will no longer be a member of a controlled group of corporations, of which the Company is the parent, and will be the wholly-owned subsidiary of the Buyer.

The Plan (plan number 007) is the only defined benefit pension plan subject to Title IV of ERISA that is sponsored by a member of the Company controlled group of corporations. Following the close of the transaction contemplated in the Agreement, the Plan will continue to be sponsored by Watsonville Health Corporation (EIN: 91-1894113), which will be a member of the Buyer’s controlled group of corporations. No member of the Buyer’s controlled group of corporations sponsors any other defined benefit pension plan that is subject to Title IV of ERISA.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1    Press Release of Quorum Health Corporation dated June 7, 2019


Quorum Health Corp Exhibit
EX-99.1 2 d764460dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   Investor Contact:      Asher Dewhurst Westwicke Partners [email protected] / (443) 213-0500 QUORUM HEALTH CORPORATION ANNOUNCES DEFINITIVE AGREEMENT TO DIVEST A HOSPITAL IN CALIFORNIA     BRENTWOOD,…
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About QUORUM HEALTH CORPORATION (NYSE:QHC)

Quorum Health Corporation is an operator and manager of general acute care hospitals and outpatient services in the United States. The Company operates in two segments: Hospital operations, which includes its general acute care hospitals and related healthcare entities that provide inpatient and outpatient healthcare services, and hospital management advisory and consulting services, which includes Quorum Health Resources, LLC (QHR). It operates QHR, which is a hospital management advisory and consulting services that provides services to non-affiliated general acute care hospitals. Its hospitals and its affiliated businesses offer services, such as general acute care, emergency room, general and specialty surgery and rehabilitation services. On April 1, 2016, Community Health Systems, Inc. announced that its board of directors has approved the distribution to its stockholders of 100% of the common stock of a new, independent publicly traded company, Quorum Health Corporation.