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): October 11, 2012 (October 10, 2012)
UNIVERSAL HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 1-10765 | 23-2077891 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| Universal Corporate Center 367 South Gulph Road King of Prussia, Pennsylvania |
19406 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (610) 768-3300
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)) |
| Item 8.01. | Other Events. |
On October 10, 2012, Universal Health Services (“UHS”), issued a press release announcing the consummation of the merger of Lola Transaction Corporation, a corporation organized under the laws of Delaware and a wholly-owned subsidiary of UHS, with and into Ascend Health Corporation (“Ascend”), a corporation organized under the laws of Delaware, whereby Ascend has become a wholly owned subsidiary of UHS. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. 99.1 Universal Health Services, Inc. press release dated October 10, 2012. |
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 hereunto duly authorized.
| UNIVERSAL HEALTH SERVICES, INC. | ||||||||
| Date: October 11, 2012 | By: | /s/ Steve Filton | ||||||
| Name: | Steve Filton | |||||||
| Title: | Senior Vice President and Chief Financial Officer | |||||||
Exhibit Index
| Exhibit |
Description | |
| 99.1 | Press Release issued by Universal Health Services, Inc. dated October 10, 2012 | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
| CONTACT: | Steve Filton | October 10, 2012 | ||
| Chief Financial Officer | ||||
| 610-768-3300 |
UNIVERSAL HEALTH SERVICES, INC. COMPLETES ACQUISITION
OF ASCEND HEALTH CORPORATION AND
DIVESTITURE OF AUBURN REGIONAL MEDICAL CENTER
KING OF PRUSSIA, Pa. — Universal Health Services, Inc. (NYSE: UHS) (“UHS”) announced today that it has completed the previously announced acquisition of Ascend Health Corporation (“Ascend”).
UHS’s strategic acquisition of Ascend enhances its behavioral health platform by adding 9 freestanding inpatient psychiatric facilities to its industry leading behavioral health portfolio. The new facilities are located in 5 states; Texas, Arizona, Utah, Oregon and Washington State and include 867 licensed beds (802 currently available and 65 under construction). On an annualized basis, the acquisition of Ascend is expected to initially generate revenues of approximately $200 million and earnings before interest, taxes, depreciation & amortization (“EBITDA”) of approximately $60 million and is expected to provide significant organic growth and expansion opportunities.
“We are pleased to bring Ascend and their talented professionals into the UHS Behavioral Health Division. We look forward to sharing and implementing best practices that are in place throughout the combined company to ultimately serve our patients with expanded treatment services and clinical expertise,” said Debbie Osteen, President of the Behavioral Health Division.
In connection with its receipt of antitrust clearance for the transaction from the Federal Trade Commission (“FTC”), UHS has agreed to certain conditions, including the divestiture of a UHS facility in New Mexico (Peak Behavioral Health Services) within approximately six months. The revenues of this facility for the six-month period ended June 30, 2012 and the twelve–month period ended December 31, 2011 were approximately $9 million and $14 million, respectively. UHS’s agreement with the FTC is publicly available on the FTC’s website at www.ftc.gov. UHS also announced that on October 1, 2012, it completed the previously announced sale of Auburn Regional Medical Center, a 159-bed acute care facility located in Auburn, Washington.
Following these transactions, UHS owns or operates 197 behavioral healthcare facilities and 24 acute care hospitals in 37 states, Washington, D.C., Puerto Rico and the U.S. Virgin Islands.
About Universal Health Services, Inc.
UHS is one of the nation’s largest and most respected hospital companies operating, through its subsidiaries, behavioral healthcare facilities, acute care hospitals and ambulatory centers throughout the United States, Puerto Rico and the U.S. Virgin Islands. UHS acts as the advisor to Universal Health Realty Income Trust, a real estate investment trust (NYSE: UHT). For additional information on UHS, visit its web site: http://www.uhsinc.com.
Forward-Looking Statements
This press release contains “forward-looking statements”. Forward-looking statements may be identified by words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “will” or words of similar meaning and include, but are not limited to, statements about the realization of cost synergies, completion of required divestitures and future financial results of UHS. These statements are based on the current expectations of UHS and are inherently subject to uncertainties and changes in circumstances. UHS undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Please refer to UHS’s filings with the SEC, including its most recent Annual Report on Form 10-K, for more information on additional risks that could cause actual results to differ from the forward-looking statements made herein.