MDAS (MM)

 

 

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): January 27, 2016

 

 

MedAssets, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		001-33881		51-0391128
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

200 North Point Center East, Suite 600, Alpharetta, Georgia 30022
(Address of Principal Executive Offices, including Zip Code)

678-323-2500

(Registrant’s telephone number, including area code)

 

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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Introductory Note

On January 27, 2016, MedAssets, Inc. (the “Company”), a Delaware corporation, completed its previously announced merger (the “Merger”) with Magnitude Acquisition Corp. (“Merger Sub”), a Delaware corporation and an indirect, wholly-owned subsidiary of Magnitude Parent Holdings, LLC (“Parent”), a Delaware limited liability company, pursuant to the terms of the Agreement and Plan of Merger, dated as of November 1, 2015 (the “Merger Agreement”), by and among Parent, Merger Sub and the Company. Pursuant to the Merger Agreement, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and an indirect, wholly owned subsidiary of Parent. Parent was formed, and is controlled, by affiliates of Pamplona Capital Management LLP (the “Sponsor”).

The description of the Merger Agreement and the related transactions (including, without limitation, the Merger) in this Current Report on Form 8-K does not purport to be complete and is subject, and qualified in its entirety by reference, to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 2, 2015 and incorporated herein by reference.

 

Item 1.01

Entry into a Material Definitive Agreement.

First Lien Facilities. On January 27, 2016, Magnitude Intermediate Holdings, LLC (“Intermediate Holdings”) and the Company, entered into a First Lien Credit Agreement, dated as of January 27, 2016 (the “First Lien Credit Agreement”), with the lenders party thereto, the letter of credit issuers party thereto and Barclays Bank PLC, as administrative agent and collateral agent. On the same date, pursuant to the First Lien Credit Agreement, the lenders extended to the Company, as borrower thereunder, (i) $1.13 billion aggregate principal amount of term loans (the “First Lien Term Loan Facility”) and (ii) a revolving credit facility in the maximum aggregate principal amount of $100 million (the “Revolving Facility” and, together with the First Lien Term Loan Facility, the “First Lien Facilities”). The Revolving Facility includes borrowing capacity available for letters of credit and for borrowings on same-day notice under swing-line loans.

Borrowings under the First Lien Facilities bear interest at a rate per annum equal to the sum of (i) at the Company’s option, (a) a specified base rate or (b) a LIBOR rate subject, in the case of the First Lien Term Loan Facility, to specified interest rate floors and (ii) an applicable margin rate. In addition to paying interest on outstanding principal under the Revolving Facility, the Company is required to pay customary commitment and letter of credit fees.

The First Lien Term Loan Facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of such First Lien Term Loan Facility, with the balance being payable on the date that is six and one half years after the closing of the First Lien Facilities. Outstanding First Lien Term Loans are subject to mandatory prepayment with specified excess cash flows and the net cash proceeds of specified asset sales and other dispositions of property and of specified incurrences of debt.

Principal amounts outstanding under the Revolving Facility will be due and payable in full at maturity, which is five years from the closing of the First Lien Facilities. Outstanding loans under the Revolving Facility are subject to mandatory prepayment (and mandatory offers to make corresponding reductions in outstanding commitments in respect of the Revolving Facility) with the net cash proceeds of certain specified dispositions of property.

Intermediate Holdings and substantially all of the domestic subsidiaries of the Company guarantee the borrowings under the First Lien Credit Agreement. All obligations under the First Lien Credit Agreement and the related guarantees are secured by a perfected first-priority security interest in substantially all of the tangible and intangible assets of the Company and the guarantors as well as a perfected first-priority pledge of the equity interests of the Company, all of the equity interests of the domestic subsidiaries of the Company and 65% of the equity interests of the first tier foreign subsidiaries of the Company (collectively, the “Collateral”).

 

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The First Lien Credit Agreement contains negative and affirmative covenants, events of default and repayment and prepayment provisions customarily applicable to senior secured credit facilities of this type.

Second Lien Term Loan Facility. On January 27, 2016, Intermediate Holdings and the Company, entered into a Second Lien Credit Agreement, dated as of January 27, 2016 (the “Second Lien Credit Agreement”), with the lenders party thereto and Barclays Bank PLC, as administrative agent and collateral agent. On the same date, pursuant to the Second Lien Credit Agreement, the lenders extended to the Company, as borrower thereunder, $500 million aggregate principal amount of term loans (the “Second Lien Term Loan Facility”).

Borrowings under the Second Lien Term Loan Facility bear interest at a rate per annum equal to the sum of (i) at the Company’s option, (a) a specified base rate or (b) a LIBOR rate subject to specified interest rate floors and (ii) an applicable margin rate.

Principal amounts outstanding under the Second Lien Term Loan Facility will be due and payable in full at maturity, which is seven years after the closing of the Second Lien Term Loan Facility. Outstanding Second Lien Term Loans are subject to mandatory prepayment with specified excess cash flows and the net cash proceeds of specified asset sales and other dispositions of property and of specified incurrences of debt.

Intermediate Holdings and substantially all of the domestic subsidiaries of the Company guarantee the borrowings under the Second Lien Credit Agreement. All obligations under the Second Lien Credit Agreement and the related guarantees are secured by a perfected second-priority security interest in the Collateral.

The Second Lien Credit Agreement contains negative and affirmative covenants, events of default and repayment and prepayment provisions customarily applicable to senior secured credit facilities of this type.

 

Item 1.02

Termination of a Material Definitive Agreement.

Credit Agreement. Concurrently with the consummation of the Merger, the Company repaid in full all amounts outstanding pursuant to, and terminated, the Credit Agreement, dated as of December 13, 2012, among the Company, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and letter of credit issuer, and the other parties thereto, as supplemented by the First Increase Joinder to Credit Agreement, dated as of September 8, 2014, by and among the Company, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and letter of credit issuer, and the other parties thereto, in each case, as amended. No penalties were due in connection with such repayment and termination.

Satisfaction and Discharge of Indenture. On January 27, 2016, the Company provided notice of its election to redeem all $325 million outstanding aggregate principal amount of its 8% Senior Notes due 2018 (the “Existing Senior Notes”). The Existing Senior Notes will be redeemed on February 26, 2016 (the “Redemption Date”) at a redemption price (the “Redemption Price”) of 102% of the principal amount thereof, plus accrued and unpaid interest on the Existing Senior Notes to, but excluding, the Redemption Date.

On January 27, 2016, the Company irrevocably deposited the aggregate Redemption Price required to redeem all of the Existing Senior Notes with Wells Fargo Bank, National Association, as trustee (the “Trustee”) for the Existing Senior Notes, and has irrevocably instructed the Trustee to apply such amount to the redemption in full of the Existing Senior Notes on the Redemption Date. In that connection, the Trustee executed an Acknowledgment of Satisfaction and Discharge to acknowledge that the Indenture, dated as of November 16, 2010, among the Company, the subsidiary guarantors party thereto and the Trustee, relating to the Existing Senior Notes, was satisfied and discharged on January 27, 2016.

 

Item 2.01

Completion of Acquisition or Disposition of Assets.

On January 27, 2016, Parent completed the acquisition of the Company. Pursuant to the Merger Agreement, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and an indirect, wholly owned subsidiary of Parent. At the effective time of the Merger, each issued and

 

2

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outstanding share of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”) (other than shares (i) owned by the Company as treasury stock or owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of the Company or Parent or (ii) held by a stockholder who has properly exercised and perfected such holder’s appraisal rights under Section 262 of the General Corporation Law of the State of Delaware (collectively, the “Excluded Shares”)), was cancelled and converted into the right to receive, in respect of each share of Company Common Stock, $31.35 in cash, without interest (the “Merger Consideration”).

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger each issued and outstanding option to purchase Company Common Stock, whether vested or unvested, was cancelled in exchange for a right to receive an amount in cash equal to the positive difference, if any, between the Merger Consideration and the exercise price per share of Company Common Stock applicable to such option.

In addition, at the effective time of the Merger, each restricted award of, or restricted unit with respect to, Company Common Stock (i) became (a) if such award or unit was subject only to time vesting conditions, fully vested immediately prior to the effective time of the Merger or (b) if such award or unit was subject to performance-based vesting conditions for which the applicable performance period was not completed as of immediately prior to the effective time, vested according to the following rules: (1) each agreement, plan or arrangement covering such award that specified the level of performance at which the award was earned in the event of a change in control was applied; (2) if there was no applicable agreement, plan or arrangement specifying the level of performance at which the award was earned in the event of a change in control, then the unit or award vested based on target performance; and (3) any unit or award that did not vest in accordance with the preceding clause (1) or clause (2) was cancelled and terminated without consideration immediately prior to the effective time of the Merger and (ii) was canceled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the total number of shares of Company Common Stock subject to such vested unit or award and (b) the Merger Consideration.

At the effective time of the Merger, each award of a share appreciation right representing a right to acquire shares of Company Common Stock, whether vested or unvested, (i) became (a) if such award was subject only to time vesting conditions, fully vested immediately prior to the effective time or (b) if such award was subject to performance-based vesting conditions for which the applicable performance period was not completed as of immediately prior to the effective time of the Merger, vested according to the following rules: (1) each agreement, plan or arrangement covering such award that specified the level of performance at which the award was earned in the event of a change in control was applied; (2) if there was no applicable agreement, plan or arrangement specifying the level of performance at which the award was earned in the event of a change in control, then the unit or award vested based on target performance; and (3) any award that did not vest in accordance with the preceding clause (1) or clause (2) was cancelled and terminated without consideration immediately prior to the effective time of the Merger and (ii) was cancelled in exchange for a right to receive an amount in cash equal to the positive difference, if any, between the Merger Consideration and the base price per such share of such appreciation right.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

 

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Merger, the Company notified the NASDAQ Global Select Market (“NASDAQ”) on January 27, 2016 that, at the effective time of the Merger, each share of Company Common Stock (other than the Excluded Shares) was cancelled and converted into the right to receive the Merger Consideration.

As a result, the Company Common Stock was removed from trading on NASDAQ following the close of trading on January 27, 2016. Accordingly, on January 27, 2016, the Company requested that NASDAQ file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to effect the delisting of the Company

 

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Common Stock from NASDAQ and the deregistration of the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Additionally, the Company intends to file Forms 15 with the SEC requesting the termination of registration of the Company Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Company Common Stock and the Existing Senior Notes and the guarantees of such notes. Once such measures become effective, the Company will no longer be required to prepare and file public reports, and will cease to file such reports with, the SEC.

 

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01, 3.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Upon the effective time of the Merger, each holder of shares of Company Common Stock issued and outstanding immediately prior to the effective time of the Merger ceased to have any rights as a stockholder of the Company (other than the right, in respect of each share of Company Common Stock (other than any Excluded Share) to receive the Merger Consideration).

 

Item 5.01

Changes in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

As a result of the Merger, a change in control of the Company occurred, and the Company has become an indirect, wholly-owned subsidiary of Parent. Parent was formed, and is controlled by, affiliates of Sponsor.

The total amount of funds used by Parent to complete the Merger and the related transactions and pay related fees and expenses was approximately $2.9 billion, which was funded through a combination of equity contribution from Sponsor and proceeds from the First Lien Term Loan Facility and the Second Lien Term Loan Facility.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the Merger and as contemplated by the Merger Agreement (and not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices), all of the directors of the Company resigned as directors of the Company effective as of the effective time of the Merger. In accordance with the terms of the Merger Agreement, at the effective time of the Merger, Mr. Jeremy Gelber, M.D. and Mr. Michael Vaupen, the directors of Merger Sub, became the directors of the Company.

The incumbent officers of the Company immediately prior to the effective time of the Merger continued as officers of the Company.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the effective time of the Merger, the certificate of incorporation of the Company in effect as of immediately prior to the effective time of the Merger was amended and restated, and the bylaws of Merger Sub, as in effect as of immediately prior to the effective time of the Merger, became the by-laws of the Company, in each case in accordance with the terms of the Merger Agreement. Copies of the amended and restated certificate of incorporation and the by-laws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference in this Item 5.03.

 

Item 8.01.

Other Events.

The Company issued a press release on January 27, 2016 announcing that Pamplona Capital Management, LLP completed its acquisition of the Company. A copy of the press release is attached as Exhibit 99.1 and is being incorporated herein by reference.

 

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Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

3.1		Amended and Restated Certificate of Incorporation of MedAssets, Inc.
3.2		Amended and Restated By-laws of MedAssets, Inc.
99.1		Press Release, dated January 27, 2016

 

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SIGNATURE

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 hereunto duly authorized.

 

Dated: January 27, 2016

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Exhibit Index

 

Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of MedAssets, Inc.
3.2		Amended and Restated By-laws of MedAssets, Inc.
99.1		Press Release, dated January 27, 2016

Exhibit 3.1

Amended and Restated Certificate of Incorporation

of MedAssets, Inc.

FIRST: The name of the corporation (which is hereinafter referred to as the “Corporation”) is MedAssets, Inc.

SECOND: The name and address of the registered agent of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, DE 19808.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as from time to time amended (the “DGCL”).

FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000 (ONE THOUSAND), all of which shares shall be Common Stock having a par value per share of $0.01.

FIFTH: In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the board of directors of the Corporation, but any bylaws adopted by the board of directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

SIXTH: (a) The Corporation shall indemnify to the fullest extent permitted under and in accordance with the laws of the State of Delaware any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director or officer of the Corporation, or is or was serving at the request of the

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Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity by the Corporation for such expenses which the Court of Chancery or such other court shall deem proper.

(c) Expenses (including attorneys’ fees) incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding shall (in the case of any action, suit or proceeding against a director of the Corporation) or may (in the case of any action, suit or proceeding against an officer, trustee, employee or agent of the Corporation) be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors of the Corporation upon receipt of an undertaking by or on behalf of a person so indemnified to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article SIXTH.

(d) The indemnification and other rights set forth in this Article SIXTH shall not be exclusive of any provisions with respect thereto in the by-laws of the Corporation or any other contract or agreement between the Corporation and any officer, director, employee or agent of the Corporation. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against liability under this Article SIXTH and applicable law, including the DGCL.

(e) Neither the amendment nor repeal of this Article SIXTH, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article SIXTH, shall eliminate or reduce the effect of this Article SIXTH in respect of any matter occurring before such amendment, repeal or adoption of an inconsistent provision or in respect of any cause of action, suit or claim relating to any such matter which would have given rise to a right of indemnification or right to the reimbursement of expenses pursuant to this Article SIXTH if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted.

(f) No director shall be personally liable to the Corporation or any stockholder for monetary damages for breach of fiduciary duty as a director; provided, however, that the foregoing shall not eliminate or limit the liability of a director:

 

(1)

for any breach of the director’s duty of loyalty to the Corporation or its stockholders;

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(2)

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

 

(3)

under Section 174 of the DGCL; or

 

(4)

for any transaction from which the director derived an improper personal benefit.

(g) If the DGCL is amended after the date hereof to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Exhibit 3.2

MEDASSETS, INC.

BY-LAWS

ARTICLE I

MEETING OF STOCKHOLDERS

Section 1. Place of Meeting. Meetings of the stockholders of MedAssets, Inc. (the “Corporation”) shall be held at such place either within or without the State of Delaware as the Board of Directors may determine.

Section 2. Annual and Special Meetings. Annual meetings of stockholders shall be held, at a date, time and place fixed by the Board of Directors and stated in the notice of meeting, to elect a Board of Directors and to transact such other business as may properly come before the meeting. Special meetings of stockholders may be called by the President for any purpose and shall be called by the President or Secretary if directed by the Board of Directors or requested in writing by the holders of not less than a majority of the capital stock of the Corporation. Each such stockholder request shall state the purpose of the proposed meeting.

Section 3. Notice. Except as otherwise provided by law, at least 10 and not more than 60 days before each meeting of stockholders, written notice of the time, date and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder.

Section 4. Quorum. At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock shall constitute a quorum for the transaction of business, except as otherwise provided by law. In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present.

Section 5. Voting. Except as otherwise provided by law, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock.

ARTICLE II

DIRECTORS

Section 1. Number, Election and Removal of Directors. The number of Directors that shall constitute the Board of Directors shall be not less than one nor more than five. The first Board of Directors shall consist of two Directors. Thereafter, within the limits specified above, the number of Directors shall be determined by the Board of Directors. The Directors shall be elected by the stockholders at their annual meeting. Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the stockholders. A Director may be removed with or without cause by the stockholders.

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Section 2. Meetings. Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting. Special meetings of the Board of Directors may be held at any time upon the call of the President and shall be called by the President or Secretary if directed by the Board of Directors. Telegraphic, facsimile or written notice (including by e-mail) of each special meeting of the Board of Directors shall be sent to each Director not less than two hours before such meeting. A meeting of the Board of Directors may be held without notice immediately after the annual meeting of the stockholders. Notice need not be given of regular meetings of the Board of Directors.

Section 3. Quorum. A majority of the total number of Directors shall constitute a quorum for the transaction of business; provided that when the Board of Directors consists of one or two directors, then the one or two directors, respectively, shall constitute a quorum. If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation, these By-Laws or any contract or agreement to which the Corporation is a party, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

Section 4. Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, designate one or more committees, including without limitation an Executive Committee, to have and exercise such power and authority as the Board of Directors shall specify. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another Director to act at the meeting in place of any such absent or disqualified member.

ARTICLE III

OFFICERS

The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other additional officers with such titles as the Board of Directors shall determine, all of whom shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. The authority, duties or responsibilities of any officer of the Corporation may be suspended by the President with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.

ARTICLE IV

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Without limiting the terms set forth in the Certificate of Incorporation, the Corporation shall indemnify any and all of its directors or officers, including former directors or officers, and any employee, who shall serve as an officer or director of any corporation or other form of business entity at the request of this Corporation, to the fullest extent permitted under and in accordance with the laws of the State of Delaware.

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ARTICLE V

GENERAL PROVISIONS

Section 1. Notices. Whenever any statute, the Certificate of Incorporation or these By-Laws require notice to be given to any Director or stockholder, such notice may be given in writing by mail, addressed to such Director or stockholder at his or her address as it appears on the records of the Corporation, with postage thereon prepaid. Such notice shall be deemed to have been given when it is deposited in the United States mail. Notice to Directors may also be given personally or by telegram, telecopier, telephone or other means of electronic transmission. Whenever any notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any Director or stockholder, a waiver thereof, given by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 2. Fiscal Year. The fiscal year of the Corporation shall be January 1 through December 31.

Section 3. Action Without A Meeting. Any action required or permitted to be taken by the stockholders of the Corporation at an annual or special meeting of stockholders may be taken by any consent in writing by such stockholders. Any action that might have been taken under these By-Laws by vote of the Directors at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all the members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors or such committee.

Section 4. Corporate Books. The books of the Corporation may be kept at such place within or outside the State of Delaware as the Board of Directors may from time to time determine.

Exhibit 99.1

 

Pamplona Capital Management Completes Acquisition of MedAssets for $2.75 Billion

ATLANTA – January 27, 2016 – MedAssets, Inc. (NASDAQ: MDAS), a leading healthcare performance improvement company that serves four out of every five hospitals in the United States, announced that

Pamplona Capital Management, LLP completed its acquisition of MedAssets today. MedAssets’ stock will stop trading at the close of business today.

Pamplona acquired MedAssets for $31.35 per share in cash. The purchase price represented a 44.5% premium to the 30 trading day volume weighted average price of MedAssets common stock and an enterprise value of approximately $2.75 billion. The transaction was overwhelmingly approved by stockholders on January 14, with 99.8% of total votes cast in favor.

“With this acquisition and an additional transactional step planned by Pamplona, our customers, partners, suppliers and employees will have an extraordinary opportunity to benefit from business combinations that will create both the national leader in the end-to-end revenue cycle technology, outsourced services and education market, and the leading supply chain procurement and cost management partner,” said R. Halsey Wise, chairman and chief executive officer, MedAssets. “I’d like to thank all of our employees for their continued dedication, focus and hard work, and their unending commitment to making healthcare better. Further, I want to thank our shareholders for your strong support of our “Now”-“Next”-“After-Next” business transformation and value creation mission.”

Pamplona will combine MedAssets’ Revenue Cycle Management (RCM) segment, which currently serves more than 2,700 hospital clients and touches more than $450 billion in gross patient revenue annually, with Precyse, a Pamplona-owned health information management (HIM) services, technology, and education company.

Separately, Pamplona has entered into an agreement with Vizient, Inc. (formerly VHA-UHC Alliance NewCo, Inc.) to divest MedAssets’ Spend and Clinical Resource Management (SCM) segment to Vizient. That transaction is expected to be completed in mid-February 2016. Pamplona and Vizient have also agreed to work together in select service offerings to serve their mutual members and customers, representing further strategic growth opportunities for both businesses.

About MedAssets

MedAssets is a healthcare performance improvement company that combines strategic market insight with rapid operational execution to help providers sustainably serve the needs of their communities. More than 4,500 hospitals and 123,000 non-acute healthcare providers rely on our solutions to reduce the total cost of care, enhance operational efficiency, align clinical delivery, and improve revenue performance across the System of CARE. For more information, please visit www.medassets.com.

About Pamplona Capital Management

Pamplona Capital Management is a London and New York based specialist investment manager established in 2005 that provides an alternative investment platform across private equity, fund of hedge funds and single manager hedge fund investments. Pamplona Capital Management, LLP manages over USD 10 billion in assets across a number of funds for a variety of clients including public pension funds, international wealth managers, multinational corporations, family offices and funds of hedge funds. Pamplona is currently managing its fourth private equity fund, Pamplona Capital Partners IV LP, which was raised in 2014. Pamplona invests long-term capital across the capital structure of its portfolio companies in both public and private market situations. Please visit www.pamplonafunds.com for more information.

Contact:

Robert P. Borchert

678.248.8194

rborchert@medassets.com

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