Current Report Filing (8-k)
March 20 2018 - 10:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 20, 2018 (March 19, 2018)
QUORUM HEALTH CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-37550
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47-4725208
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(State or other jurisdiction
of incorporation)
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(Commission
file number)
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(IRS Employer
Identification No.)
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1573 Mallory Lane
Brentwood, Tennessee 37027
(Address of principal executive offices)
Registrants Telephone Number, Including Area Code: (615)
221-1400
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of
this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.02
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Termination of a Material Definitive Agreement
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On March 19, 2018, Quorum Health
Corporation (the Company and us) received notice from Community Health Systems, Inc. (CHS) that CHS was seeking to terminate, effective September 30, 2018 (or earlier if agreed by the parties), the Shared
Services Transition Services Agreement, dated April 29, 2016, by and between Revenue Cycle Service Center, LLC and QHCCS, LLC (the SSC TSA) and the Computer and Data Processing Transition Services Agreement, dated April 29,
2016, by and between CHSPSC, LLC and QHCCS, LLC (the IT TSA), as a result of alleged breaches by the Company of the SSC TSA and IT TSA. The notice from CHS also provides that CHS is willing, at the Companys option, to discuss
terminating, effective September 30, 2018, the Receivables Collection Agreement, the Eligibility Screening Services Agreement, and the Billing and Collection Agreement, each dated April 29, 2016. Collectively, these transition services
agreements were established by CHS in connection with our
spin-off
from CHS on April 29, 2016 and define services to be provided by CHS to the Company. The transition services agreements generally have
five-year terms and include, among others, the provision for services related to information technology, payroll processing, certain human resources functions, patient eligibility screening, billing, collections and other revenue management
services.
As previously disclosed, on August 4, 2017, we received a demand for arbitration from CHS seeking payment of certain
amounts withheld by us pursuant to the SSC TSA and IT TSA. We contend that the amounts are not payable to CHS and were not properly billed by CHS under the agreements. The matter is pending before the American Arbitration Association. CHS seeks
payment of approximately $9.0 million relating to these two transition services agreements. We intend to vigorously contest the charges as not payable to CHS under the transition services agreements and have made a counterclaim for termination
of the agreements as well as substantial damages we believe we have suffered as a result of the transition services agreements and other actions taken by CHS in connection with the
spin-off.
The arbitration
has been scheduled for June
18-29,
2018. A decision is expected by early August 2018.
-END-
SIGNATURES
Pursuant 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 thereunto duly authorized.
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QUORUM HEALTH CORPORATION
(registrant)
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By:
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/s/ Michael J. Culotta
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Michael J. Culotta
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Executive Vice President
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and Chief Financial Officer
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(principal financial officer
and principal
accounting officer)
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Date: March 20, 2018
-END-
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