UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8‑K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report: August  24, 2018

(Date of earliest event reported)

 

Cotiviti Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

 

(770) 379-2800

(Registrant’s telephone number, including area code)

 

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 Instruction A.2. below):

 

[  ] 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))

 

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 5.07 Submission of Matters to a Vote of  Security  Holders.

 

On August 24, 2018, Cotiviti Holdings, Inc., a Delaware corporation (“Cotiviti”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated June 19, 2018, by and among Cotiviti, Verscend Technologies, Inc., a Delaware corporation (“Parent”), and Rey Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Cotiviti (the “Merger”), with Cotiviti continuing as the surviving corporation and a wholly owned subsidiary of Parent.

 

As of July 18, 2018, the record date for the determination of stockholders entitled to vote at the Special Meeting, there were 94,037,966 shares of Cotiviti common stock outstanding and entitled to vote, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 85,356,626 shares of Cotiviti common stock, representing approximately 90.76% of the shares outstanding and entitled to vote, were present in person or represented by proxy, constituting a quorum to conduct business for all matters presented at the Special Meeting.

 

At the Special Meeting, Cotiviti stockholders considered three proposals, each of which is described in more detail in a definitive proxy statement filed by Cotiviti with the Securities and Exchange Commission (the “SEC”) on July 23, 2018 and the supplemental disclosure to the proxy statement filed by Cotiviti with the SEC on August 10, 2018. The final results regarding each proposal are set forth below.

 

Proposal No. 1 - To adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger.

 

 

This proposal was approved by the requisite vote of Cotiviti stockholders.

 

Proposal No. 2 - To approve, on an advisory non-binding basis, the compensation that may be paid or become payable to the named executive officers of Cotiviti in connection with the Merger.

 

 

This proposal was approved by the requisite vote of Cotiviti stockholders.

 

Proposal No. 3 - To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the proposal to adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, at the time of the Special Meeting.

 

Adjournment of the Special Meeting was deemed not necessary or appropriate and was not acted upon because there were sufficient votes at the time of the Special Meeting to approve the adoption of the Merger Agreement and transactions contemplated thereby, including the Merger.

 

Item 7.01.Regulation FD Disclosure.

 

On August 24, 2018, Cotiviti issued a press release announcing the results of the stockholder vote at the Special Meeting.  A copy of the press release is being furnished as Exhibit 99.1 hereto.

 

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), nor shall it be deemed “incorporated by reference” into any filing under the Securities Act of 1933, as amended, or the 1934 Act, except as may be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)   Exhibits.

 

 

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.

 

 

 

Exhibit 99.1

 

 

 

Cotiviti Shareholders Approve Merger Agreement with Verscend

 

The Combination Creates a Leading Data and Analytics-Driven Healthcare Solutions 

Provider with Increased Scale

 

ATLANTA, GA, and WALTHAM, MA – August 24, 2018 - Cotiviti Holdings, Inc. (NYSE: COTV) (“Cotiviti”), a leading provider of payment accuracy and analytics-driven solutions focused primarily on the healthcare industry, and Verscend Technologies, Inc. (“Verscend”), a portfolio company of Veritas Capital (“Veritas”) and a leader in data-driven healthcare solutions, announced today that Cotiviti’s shareholders voted to approve the proposed merger of Cotiviti with a subsidiary of Verscend at a special meeting of Cotiviti’s shareholders held August 24, 2018.

 

Approximately 99% of the votes cast at the meeting voted to approve the merger, representing approximately 90% of the outstanding shares of Cotiviti common stock entitled to vote on the merger.  The final results will be available in a current report on Form 8-K, which Cotiviti expects to file with the Securities and Exchange Commission within four business days.

 

Subject to the satisfaction of other customary closing conditions, Cotiviti, Verscend and Veritas expect the merger to close on August 27, 2018, or as soon as practicable thereafter. Upon closing of the merger, Cotiviti’s shareholders will be entitled to receive $44.75 in cash per share of Cotiviti common stock (without interest and subject to any applicable withholding taxes or other amounts required to be withheld therefrom under applicable law), and Verscend will assume all of Cotiviti’s outstanding debt, resulting in an enterprise value of approximately $4.9 billion.

The combined business will operate as a private healthcare information technology company with unique, data-driven capabilities.  Together, the companies are expected to have greater impact in the healthcare IT market by increasing affordability, reducing waste and improving outcomes and quality, as well as offering new opportunities to create substantial value for clients, including complementary solutions across multiple intervention points in the payment process.

   

About Cotiviti

Cotiviti is a leading provider of payment accuracy and analytics-driven solutions that helps payers, other risk-bearing healthcare organizations and retailers achieve their business objectives. Through a combination of analytics, technology and deep industry expertise, Cotiviti’s solutions create insights that unlock value from the complex interactions between clients and their stakeholders. Cotiviti serves a majority of the top 25 U.S. healthcare payers and a majority of the top 10 U.S. retailers. Cotiviti’s passion for creating unique client value drives Cotiviti’s focus – Analytics. Insight. Value. 

 

About Verscend Technologies, Inc.

Verscend drives better healthcare outcomes through data analytics, supporting payers' financial performance and quality improvement initiatives. Verscend’s Payment Accuracy, Risk Adjustment, and Quality and Performance solutions help organizations utilize their data so they can efficiently and cost-effectively succeed in the new era of healthcare. Learn more at www.verscend.com.

 

About Veritas Capital

Veritas is a leading private equity firm that invests in companies that provide critical products and services, primarily technology and technology-enabled solutions, to government and commercial customers worldwide, including those operating in the aerospace & defense, healthcare, technology, national security, communications, energy, and education industries. Veritas seeks to create value by strategically transforming the companies in which it invests through organic and inorganic means. For more information on Veritas Capital and its current and past investments, visit www.veritascapital.com.

 

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this press release are forward-looking statements. Forward-looking statements give Cotiviti’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “seek,” “plan,” “intend,” “believe,” “will,” “may,” “could,” “continue,” “likely,” “should,” and other words.

The forward-looking statements contained in this press release, including without limitation statements regarding anticipated benefits and effects of the anticipated merger of Cotiviti and Verscend, delivering compelling value for shareholders, proposed end-to-end solutions of the combined company, and opportunities for expansion, are based on assumptions that Cotiviti has made in light of its industry experience and its perceptions of historical trends, current conditions, expected future developments and other factors that Cotiviti believes are appropriate under the circumstances. These statements are not guarantees of performance or results. These assumptions and Cotiviti’s future performance or results involve risks and uncertainties (many of which are beyond our control). Important factors that could cause actual results to differ materially from those in the forward-looking statements include the risk that the transaction will not close in the timeframe expected, or at all, the risk that the expected benefits and effects of the transaction will not be achieved, effects of regional, national or global political, economic, business, competitive, market and regulatory conditions and the following: system interruptions or failures, including cyber-security breaches, identity theft or other disruptions that could compromise Cotiviti’s information; Cotiviti’s inability to successfully leverage its existing client base by expanding the volume of claims reviewed and cross-selling additional solutions; Cotiviti’s clients declining to renew their agreements with Cotiviti or renewing at lower performance fee levels; Cotiviti’s  failure to innovate and develop new solutions for its clients; delays in implementing solutions; Cotiviti’s failure to maintain or upgrade its operational platforms; inability to develop new clients; improvements to healthcare claims and retail billing processes reducing the demand for Cotiviti’s solutions or rendering its solutions unnecessary; loss of a large client; early termination provisions in Cotiviti’s contracts; Cotiviti’s failure to accurately estimate the factors

upon which it bases its contract pricing; Cotiviti’s inability to manage its relationships with information suppliers, software vendors or utility providers; Cotiviti’s inability to protect its intellectual property rights, proprietary technology, information, processes and know-how; Cotiviti’s inability to execute its business plans including its inability to manage its growth; Cotiviti’s inability to successfully integrate and realize synergies from any future acquisitions or strategic partnerships; Cotiviti’s inability to realize the book value of intangible assets; Cotiviti’s being required to pay significant refunds to CMS under its Medicare RAC contracts or significant changes to the Medicare RAC program; declines in contracts awarded through competitive bidding or Cotiviti’s inability to re-procure contracts through the competitive bidding process; Cotiviti’s success in attracting and retaining qualified employees and key personnel; Cotiviti’s inability to expand its retail business; fluctuations in Cotiviti’s results of operations; Cotiviti’s failure to maintain effective internal controls; litigation, regulatory or dispute resolution proceedings, including claims or proceedings related to intellectual property infringements or claims not covered by insurance; healthcare spending fluctuations; consolidation among healthcare payers or retailers; slow development of the healthcare payment accuracy market; negative publicity concerning the healthcare payment industry or patient confidentiality and privacy; significant competition for Cotiviti’s solutions; risks associated with international operations; general economic, political and market forces and dislocations beyond Cotiviti’s control; variations in Cotiviti’s revenue between reporting periods due to timing issues; Cotiviti’s failure to comply with applicable federal, state, local and international privacy, security and data laws, regulations and standards; changes in regulations governing healthcare administration and policies, including governmental restrictions on the outsourcing of functions such as those that Cotiviti provides; changes in tax laws and rules or in their interpretation or enforcement; the timing and magnitude of shares purchased under Cotiviti’s share repurchase program; risks related to Cotiviti’s substantial indebtedness and holding company structure; volatility in bank and capital markets; provisions in Cotiviti’s amended and restated certificate of incorporation, and the other important factors discussed under the caption “Risk Factors” in Cotiviti’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on February 22, 2018, along with its other reports filed with the SEC. Additional factors or events that could cause Cotiviti’s actual performance to differ from these forward-looking statements may emerge from time to time, and it is not possible for Cotiviti to predict all of them. Should one or more of these risks or uncertainties materialize, or should any of its assumptions prove incorrect, Cotiviti’s actual financial condition, results of operations, future performance and business may vary in material respects from the performance projected in these forward-looking statements.

Any forward-looking statement made in this press release speaks only as of the date on which it is made. Cotiviti undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. 

 

Contacts

 

Cotiviti Holdings, Inc.

Jennifer DiBerardino

Vice President, Investor Relations

203-642-0718

[email protected]

[email protected]

 

Verscend Technologies

Sandy Cummings

(781) 472-0145

[email protected]

 

Veritas Capital

Andrew Cole/David Millar/Julie Rudnick

Sard Verbinnen & Co

(212) 687-8080

[email protected]