The Advisory Board Company (NASDAQ:ABCO) Files An 8-K Entry into a Material Definitive Agreement


The Advisory Board Company (NASDAQ:ABCO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

Participants in Solicitation

The Advisory Board Company and its directors and executive officers are deemed to be participants in the solicitation of proxies from stockholders of The Advisory Board Company in connection with the proposed merger.

Information about The Advisory Board Company’s directors and executive officers and their ownership of The Advisory Board Company’s common stock can be found in its Annual Report on Form 10-K for the year ended December31, 2016 filed with the SEC on March16, 2017, in its Definitive Proxy Statement for its 2017 Annual Meeting of Stockholders filed with the SEC on April21, 2017 and on The Advisory Board Company’s website at

Investors may obtain additional information regarding the interest of such participants by reading the proxy statement and other materials to be filed with the SEC in connection with proposed merger when they become available.

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


Date: August29, 2017




/s/ Evan Farber

Evan Farber

Chief Legal Officer




2.1 Agreement and Plan of Merger, dated as of August 28, 2017, by and among The Advisory Board Company, OptumInsight, Inc. and Apollo Merger Sub, Inc.*
2.2 Stock and Asset Purchase Agreement, dated as of August 28, 2017, by and between The Advisory Board Company, Avatar Holdco, LLC and Avatar Purchaser, Inc.*
10.1 Form of Transaction Bonus Award Agreement
10.2 Amendment Number 1 to The Advisory Board Company Senior Management Severance and Change of Control Plan
99.1 Press Release, dated August 29, 2017
* Schedules (and similar attachments) to the Merger Agreement and the Education Purchase Agreement have been omitted
EX-2.1 2 d427972dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 Execution Version       AGREEMENT AND PLAN OF MERGER by and among THE ADVISORY BOARD COMPANY,…
To view the full exhibit click here

About The Advisory Board Company (NASDAQ:ABCO)

The Advisory Board Company is a provider of software and solutions to the healthcare and higher education industries. The Company’s healthcare programs address a range of clinical and business issues, including physician alignment and engagement, network management and growth strategy, value-based care and population health, revenue cycle, clinical operations and supply chain. Its higher education programs support colleges and universities in enrollment management; academic programming and student learning; faculty recruitment and retention; student advising and success; alumni affairs and advancement, and college and university operations. The Company offers distinct membership programs, across four areas, which include best practices research and insight, performance technology software, consulting and management services, and data- and tech-enabled services. Its best practices research and insight programs provide the foundation for all of its other programs.