Blackstone to buy TeamHealth for about $6.1 bln

Blackstone has agreed to acquire Knoxville, Tennessee-based TeamHealth, a physician services company. The deal is valued at about $6.1 billion. According to terms of the transaction, Blackstone and its co-investors will acquire TeamHealth’s common stock at $43.50 per share in cash.Goldman Sachs is serving as lead financial adviser with Citi acting as co-financial adviser to TeamHealth. BofA Merrill Lynch is advising Blackstone on the transaction.

PRESS RELEASE

KNOXVILLE, Tenn., Oct. 31, 2016 /PRNewswire/ — TeamHealth Holdings, Inc. (“TeamHealth” or the “Company”) (NYSE: TMH), a leading physician services organization, today announced that it has entered into a definitive agreement to be acquired by funds affiliated with Blackstone, a leading global asset manager, and certain co-investors in a transaction valued at approximately $6.1 billion. Under the terms of the agreement, which has been unanimously approved by TeamHealth’s Board of Directors, Blackstone and its co-investors will acquire all of the outstanding shares of TeamHealth common stock for $43.50 per share in cash. This represents a premium of approximately 33 percent over TeamHealth’s closing share price on October 3, 2016, the last trading day prior to news reports that TeamHealth was considering a possible sale of the Company. JANA Partners LLC (“JANA”) has entered into a voting agreement pursuant to which JANA has agreed to vote its beneficially owned shares, totaling approximately 8 percent of the outstanding shares of TeamHealth common stock, in favor of the transaction.

“We are pleased to reach this agreement with Blackstone, which maximizes value for all TeamHealth stockholders,” said Leif Murphy, President and Chief Executive Officer of TeamHealth. “We remain committed to delivering the highest quality patient care and supporting our affiliated clinicians, hospital and post-acute partners. Blackstone is focused on working closely with TeamHealth to achieve our strategic objectives and drive innovation and operational excellence in the context of the evolving U.S. healthcare marketplace. We continue to believe that TeamHealth is uniquely positioned to leverage our national scale and functional expertise to drive high quality patient care, operational efficiencies and physician satisfaction in hospital-based and post-acute settings.”

Neil Simpkins, a Senior Managing Director at Blackstone, commented, “We are thrilled to have the opportunity to invest in TeamHealth and once again partner with such an experienced management team and high quality business. We look forward to supporting TeamHealth during the next phase of its development.”

Bruce McEvoy, a Senior Managing Director at Blackstone, added, “TeamHealth has built an industry leading physician services platform that is ideally positioned to enable its hospital partners and clinicians to navigate the evolving healthcare landscape while providing outstanding service to its patients. We are excited to help the Company continue its long track record of organic and acquisition driven growth.”

“Blackstone is one of the world’s leading investment firms and will be a tremendous capital partner to help accelerate TeamHealth’s growth priorities and fund our long-term initiatives as we continue to execute on our strategic priorities,” said Lynn Massingale, MD, co-founder and Executive Chairman of TeamHealth. “As a prior owner of TeamHealth, Blackstone knows TeamHealth and the U.S. healthcare industry well and will work with us to create value for all our stakeholders over the long-term. We are very proud of our team and believe this investment is a testament to the underlying strength of the organization and the thousands of skilled and dedicated clinicians who choose to be part of TeamHealth.”

TeamHealth’s Board of Directors recommends that stockholders approve the agreement. TeamHealth expects to hold a Special Meeting of Stockholders to consider and vote on the proposed merger and merger agreement as soon as practicable after the mailing of the proxy statement to stockholders.
The merger agreement includes a “go-shop” period, during which TeamHealth and its Board of Directors may actively solicit, receive, evaluate and potentially enter negotiations with parties that offer alternative proposals during a 40-day period following the execution date of the definitive agreement.

There can be no assurance this process will result in a superior proposal. TeamHealth does not intend to disclose developments about this process unless and until its Board of Directors has made a decision with respect to any potential superior proposal.

The transaction, which is subject to the receipt of TeamHealth stockholder approval, regulatory approvals and other customary closing conditions, is expected to close in the first quarter of 2017. The transaction has fully committed financing and is not subject to any condition with regard to financing. Following completion of the transaction, TeamHealth will become a privately held company, wholly owned by funds affiliated with Blackstone, and will no longer be traded on the New York Stock Exchange.

Goldman, Sachs & Co. is acting as lead financial advisor and Citi is acting as co-financial advisor to TeamHealth. Simpson Thacher & Bartlett LLP is acting as TeamHealth’s legal counsel. BofA Merrill Lynch is acting as advisor to Blackstone on the transaction. Kirkland & Ellis LLP and Ropes & Gray LLP are acting as Blackstone’s legal counsel.

Quarterly Results Announcement
TeamHealth noted that, with the proposed transaction, it will not host a conference call to discuss financial results for the third quarter of 2016. The Company expects to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 on or before November 7, 2016.

About TeamHealth
At TeamHealth (NYSE: TMH), our purpose is to perfect physicians’ ability to practice medicine, every day, in everything we do. Through our more than 19,000 affiliated physicians and advanced practice clinicians, TeamHealth offers outsourced emergency medicine, hospital medicine, critical care, anesthesiology, orthopedic hospitalist, acute care surgery, obstetrics and gynecology hospitalist, ambulatory care, post-acute care and medical call center solutions to approximately 3,400 acute and post-acute facilities and physician groups nationwide. Our philosophy is as simple as our goal is singular: we believe better experiences for physicians lead to better outcomes—for patients, hospital partners and physicians alike. Join our team; we value and empower clinicians. Partner with us; we deliver on our promises. Learn more at http://www.teamhealth.com.

The term “TeamHealth” as used throughout this release includes Team Health Holdings, Inc., its subsidiaries, affiliates, affiliated medical groups and providers, all of which are part of the TeamHealth organization. “Providers” are physicians, advanced practice clinicians and other healthcare providers who are employed by or contract with subsidiaries or affiliated entities of Team Health Holdings, Inc. All such providers exercise independent clinical judgment when providing patient care. Team Health Holdings, Inc. does not have any employees, does not contract with providers and does not practice medicine.

About Blackstone
Blackstone is one of the world’s leading investment firms. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. We do this by using extraordinary people and flexible capital to help companies solve problems. Our asset management businesses, with over $360 billion in assets under management, include investment vehicles focused on private equity, real estate, public debt and equity, non-investment grade credit, real assets and secondary funds, all on a global basis. Further information is available at www.blackstone.com. Follow Blackstone on Twitter @Blackstone.