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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Prospect Medical Hldgs (MM) | NASDAQ:PZZ | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 8.49 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13E-100)
RULE 13E-3 TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act of 1934
(AMENDMENT NO. 3)
PROSPECT MEDICAL HOLDINGS, INC.
(Name of Issuer)
PROSPECT MEDICAL HOLDINGS, INC.
Samuel S. Lee
David & Alexa Topper Family Trust
David R. Topper
Mike Heather
Jeereddi A. Prasad, M.D.
Green Equity Investors V, L.P.
Green Equity Investors Side V, L.P.
GEI Capital V, LLC
Ivy Holdings Inc.
Ivy Merger Sub Corp.
Ivy Intermediate Holding Inc.
(Name of Persons Filing Statement)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
743494106
(CUSIP Number of Class of Securities)
ELLEN J. SHIN
General Counsel
Prospect Medical Holdings, Inc.
10780 Santa Monica Blvd,
Suite 400
Los Angeles, California 90025
(310) 943-4500
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement)
Copies to:
DALE E. SHORT |
|
NEAL H. BROCKMEYER |
TroyGould PC |
|
Locke Lord Bissell & Lidell LLP |
16 th Floor |
|
Suite 2600 |
1801 Century Park East |
|
300 S. Grand Avenue |
Los Angeles, California 90067 |
|
Los Angeles, California 90071 |
(310) 553-4441 |
|
(213) 485-1500 |
|
|
|
JOHN L. FILIPPONE |
|
HOWARD A. SOBEL |
Bingham McCutchen LLP |
|
Latham & Watkins LLP |
Suite 4400 |
|
885 Third Avenue |
355 South Grand Avenue |
|
New York, NY 10022-4834 |
Los Angeles, CA 90071-3106 |
|
(212) 906 1322 |
(213) 680-6626 |
|
|
This statement is filed in connection with (check the appropriate box):
a. |
x The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
b. |
o The filing of a registration statement under the Securities Act of 1933. |
c. |
o A tender offer. |
d. |
o None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o
Check the following box if the filing is a final amendment reporting the results of the transaction o
CALCULATION OF FILING FEE
Transaction Valuation (1) |
|
Amount Of Filing Fee (2) |
$ 205,541,374 |
|
$ 14,655.10 |
(1) |
|
The transaction valuation is calculated solely for purposes of determining the amount of the filing fee and is equal to the sum of: (1) the merger consideration of $8.50 per share of Common Stock multiplied by 21,403,633, which is the number of shares of Common Stock outstanding as of September 24, 2010; and (2) $23,610,494, which is the maximum aggregate amount to be paid to holders of options and warrants in exchange for the cancellation of their options and warrants. |
|
|
|
(2) |
|
The amount of the filing fee was determined by multiplying 0.0000713 by the transaction valuation. |
|
|
|
x |
|
Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) Amount Previously Paid: $14,655.10 |
(2) Form Schedule or Registration No.: Schedule 14A Preliminary Proxy Statement |
(3) Filing Party: Prospect Medical Holdings, Inc. |
(4) Date Filed: September 30, 2010 |
Introduction
This Amendment No. 3 to the Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this Schedule 13E-3 ), is being filed with the Securities and Exchange Commission (the SEC ) jointly by Prospect Medical Holdings, Inc., a Delaware corporation ( Prospect Medical or Company ), the issuer of the common stock, $0.01 par value per share ( common stock ), that is subject to the Rule 13e-3 transaction, Samuel S. Lee, the David & Alexa Topper Family Trust U/D/T September 29, 1997, of which David R. Topper and Alexa Topper are trustees, David R. Topper, Michael Heather and Jeereddi A. Prasad, M.D. (collectively, the Rollover Investors ), Ivy Holdings Inc., a Delaware corporation ( Ivy Holdings ), Ivy Merger Sub Corp., a Delaware corporation ( Merger Sub ) and Ivy Intermediate Holding Inc., a Delaware corporation ( Ivy Intermediate and together with Ivy Holdings and Merger Sub, the Acquisition Parties ), Green Equity Investors V, L.P., a Delaware limited partnership ( GEI V ), Green Equity Investors Side V. L.P., a Delaware limited partnership ( GEI Side V ), and GEI Capital V, LLC, a Delaware limited liability company ( Capital and, together with GEI V and GEI Side V, GEI and, together with the Company, the Rollover Investors and the Acquisition Parties, the Filing Parties and each, a Filing Party ).
This Schedule 13E-3 relates to the transactions contemplated by the Agreement and Plan of Merger, dated as of August 16, 2010 (the Merger Agreement ), among Prospect Medical, Ivy Holdings, and Merger Sub. Concurrently with the filing of this Schedule 13E-3, Prospect Medical is filing with the SEC a definitive Proxy Statement (the Proxy Statement ) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the Exchange Act ), relating to a special meeting of the stockholders of the Company at which the stockholders of the Company will consider and vote upon a proposal to adopt the Merger Agreement. The adoption of the Merger Agreement will require the affirmative vote of stockholders holding a majority of the shares of common stock outstanding as of the close of business on the record date for the special meeting. If the Merger Agreement is adopted by Prospect Medicals stockholders, Merger Sub will merge with and into Prospect Medical, and Prospect Medical will become an indirect, wholly owned subsidiary of Ivy Holdings. Upon the completion of the merger, each outstanding share of Prospect Medical common stock will be converted into the right to receive $8.50 in cash, without interest and less any applicable withholding taxes, except for shares of common stock held by stockholders who perfect appraisal rights in accordance with Delaware law and except for shares of common stock held by Ivy Holdings (including the shares to be contributed to Ivy Holdings by the four Rollover Investors and the eleven employees of Prospect Medical or its subsidiaries who are expected to contribute Prospect Medical common stock to Ivy Holdings (the Additional Employee Investors )), Merger Sub, any other subsidiary of Ivy Holdings, Prospect Medical or any subsidiary of Prospect Medical. The Rollover Investors have agreed to contribute, immediately prior to the completion of the merger, in the aggregate, 6,227,824 shares of Prospect Medical common stock to Ivy Holdings in exchange for shares of Ivy Holdings common stock, and the Additional Employee Investors are expected to contribute, immediately prior to the completion of the merger, in the aggregate, 136,765 shares of Prospect Medical common stock to Ivy Holdings in exchange for shares of Ivy Holdings common stock.
The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement. Capitalized terms used but not defined in this Schedule 13E-3 shall have the meanings given to them in the Proxy Statement.
All information contained in this Schedule 13E-3 concerning each Filing Party has been supplied by such Filing Party. No Filing Party, including the Company, is responsible for the accuracy of any information supplied by any other Filing Party.
Item 1. Summary Term Sheet
Regulation M-A Item 1001
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
Item 2. Subject Company Information
Regulation M-A Item 1002
(a) Name and Address. The Companys name and the address and telephone number of its principal executive office are as follows:
Prospect Medical Holdings, Inc.
10780 Santa Monica Boulevard
Suite 400
Los Angeles, California 90025
(310) 943-4500
(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
ADDITIONAL INFORMATION ABOUT PROSPECT MEDICAL Market Price of Common Stock
(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
ADDITIONAL INFORMATION ABOUT PROSPECT MEDICAL Market Price of Common Stock
(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
ADDITIONAL INFORMATION ABOUT PROSPECT MEDICAL Market Price of Common Stock
(e) Prior Public Offerings. Not applicable.
(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
ADDITIONAL INFORMATION ABOUT PROSPECT MEDICAL Prior Purchases and Sales of Prospect Medical Common Stock
Item 3. Identity and Background of Filing Person
Regulation M-A Item 1003
(a) Name and Address. Prospect Medical is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORSThe Parties to the Merger and Related Transactions
ADDITIONAL INFORMATION ABOUT PROSPECT MEDICALDirectors, Executive Officers and Certain Stockholders
ADDITIONAL INFORMATION ABOUT THE LGP RELATED PARTIES
WHERE YOU CAN FIND MORE INFORMATION
(b) Business and Background of Entities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORSThe Parties to the Merger and Related Transactions
ADDITIONAL INFORMATION ABOUT PROSPECT MEDICALDirectors, Executive Officers and Certain Stockholders
ADDITIONAL INFORMATION ABOUT THE LGP RELATED PARTIES
WHERE YOU CAN FIND MORE INFORMATION
(c) Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORSThe Parties to the Merger and Related Transactions
ADDITIONAL INFORMATION ABOUT PROSPECT MEDICALDirectors, Executive Officers and Certain Stockholders
ADDITIONAL INFORMATION ABOUT THE LGP RELATED PARTIES
WHERE YOU CAN FIND MORE INFORMATION
Item 4. Terms of the Transaction
Regulation M-A Item 1004
(a) Material Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendations of the Special Committee and Our Board of Directors; Reasons for and Fairness of the Merger
THE SPECIAL MEETINGRequired Vote
SPECIAL FACTORSPurposes and Reasons of the Rollover Investors Regarding the Merger
SPECIAL FACTORSPurposes and Reasons of the LGP Related Parties Regarding the Merger
SPECIAL FACTORSCertain Effects of the Merger
SPECIAL FACTORSPlans for Prospect Medical Following the Merger
SPECIAL FACTORSMaterial United States Federal Income Tax Consequences of the Merger
SPECIAL FACTORSAccounting Treatment of the Merger
THE MERGER AGREEMENT
ANNEX AAgreement and Plan of Merger
ANNEX CCompany Stockholder Voting Agreement
ANNEX DContribution and Subscription Agreement
(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSCertain Effects of the Merger
SPECIAL FACTORSInterests of Prospect Medicals Directors and Executive Officers in the Merger
THE MERGER AGREEMENT
ANNEX AAgreement and Plan of Merger
ANNEX CCompany Stockholder Voting Agreement
ANNEX DContribution and Subscription Agreement
(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORSAppraisal Rights of Stockholders
APPRAISAL RIGHTS OF STOCKHOLDERS
ANNEX ESection 262 of the Delaware General Corporation Law
(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
SPECIAL FACTORS Provisions for Unaffiliated Stockholders
There have been no provisions in connection with this transaction to grant unaffiliated security holders access to the corporate files of the Filing Parties or to obtain counsel or appraisal services at the expense of the Filing Parties.
(f) Eligibility for Listing or Trading. Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
Regulation M-A Item 1005
(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSInterests of Prospect Medicals Directors and Executive Officers in the Merger
ADDITIONAL INFORMATION ABOUT PROSPECT MEDICALPrior Purchases and Sales of Prospect Medical Common Stock
ADDITIONAL INFORMATION ABOUT PROSPECT MEDICALTransactions with Related Persons
(b) Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSInterests of Prospect Medicals Directors and Executive Officers in the Merger
THE MERGER AGREEMENT
ANNEX AAgreement and Plan of Merger
(c) Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSFinancing of the Merger and the LGP Funds Guarantee
SPECIAL FACTORSInterests of Prospect Medicals Directors and Executive Officers in the Merger
ADDITIONAL INFORMATION ABOUT PROSPECT MEDICAL Prior Purchases and Sales of Prospect Medical Common Stock
(e) Agreements Involving the Subject Companys Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSFinancing of the Merger and the LGP Funds Guarantee
SPECIAL FACTORSInterests of Prospect Medicals Directors and Executive Officers in the Merger
THE MERGER AGREEMENT
ANNEX AAgreement and Plan of Merger
ANNEX CCompany Stockholder Voting Agreement
ANNEX DContribution and Subscription Agreement
Item 6. Purposes of the Transaction and Plans or Proposals
Regulation M-A Item 1006
(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSCertain Effects of the Merger
SPECIAL FACTORSInterests of Prospect Medicals Directors and Executive Officers in the Merger
THE MERGER AGREEMENTTreatment of Prospect Medical Securities in the Merger
THE MERGER AGREEMENTExchange and Payment Procedures
ANNEX AAgreement and Plan of Merger
ANNEX DContribution and Subscription Agreement
(c)(1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSCertain Effects of the Merger
SPECIAL FACTORSPlans for Prospect Medical Following the Merger
SPECIAL FACTORSFinancing of the Merger and the LGP Funds Guarantee
SPECIAL FACTORSInterests of Prospect Medicals Directors and Executive Officers in the Merger
THE MERGER AGREEMENT
ANNEX AAgreement and Plan of Merger
Item 7. Purposes, Alternatives, Reasons and Effects
Regulation M-A Item 1013
(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendations of the Special Committee and Our Board of Directors; Reasons for and Fairness of the Merger
SPECIAL FACTORSPurposes and Reasons of the Rollover Investors Regarding the Merger
SPECIAL FACTORSPurposes and Reasons of the LGP Related Parties Regarding the Merger
SPECIAL FACTORSPosition of the Rollover Investors Regarding the Fairness of the Merger
SPECIAL FACTORSPlans for Prospect Medical Following the Merger
SPECIAL FACTORSConduct of Prospect Medicals Business if the Merger is Not Completed
(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendations of the Special Committee and Our Board of Directors; Reasons for and Fairness of the Merger
SPECIAL FACTORSPurposes and Reasons of the Rollover Investors Regarding the Merger
SPECIAL FACTORSPurposes and Reasons of the LGP Related Parties Regarding the Merger
SPECIAL FACTORSPosition of the Rollover Investors Regarding the Fairness of the Merger
SPECIAL FACTORSPlans for Prospect Medical Following the Merger
SPECIAL FACTORSConduct of Prospect Medicals Business if the Merger is Not Completed
(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendations of the Special Committee and Our Board of Directors; Reasons for and Fairness of the Merger
SPECIAL FACTORSPurposes and Reasons of the Rollover Investors Regarding the Merger
SPECIAL FACTORSPurposes and Reasons of the LGP Related Parties Regarding the Merger
SPECIAL FACTORSPosition of the Rollover Investors Regarding the Fairness of the Merger
SPECIAL FACTORSPlans for Prospect Medical Following the Merger
SPECIAL FACTORSConduct of Prospect Medicals Business if the Merger is Not Completed
(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendations of the Special Committee and Our Board of Directors; Reasons for and Fairness of the Merger
SPECIAL FACTORSPurposes and Reasons of the Rollover Investors Regarding the Merger
SPECIAL FACTORSCertain Effects of the Merger
SPECIAL FACTORSPlans for Prospect Medical Following the Merger
SPECIAL FACTORSInterests of Prospect Medicals Directors and Executive Officers in the Merger
SPECIAL FACTORSMaterial United States Federal Income Tax Consequences of the Merger
SPECIAL FACTORSEstimated Fees and Expenses Relating to the Merger
THE MERGER AGREEMENT
APPRAISAL RIGHTS OF STOCKHOLDERS
ANNEX AAgreement and Plan of Merger
ANNEX ESection 262 of the Delaware General Corporation Law
Item 8. Fairness of the Transaction
Regulation M-A Item 1014
(a) Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendations of the Special Committee and Our Board of Directors; Reasons for and Fairness of the Merger
SPECIAL FACTORSPurposes and Reasons of the Rollover Investors Regarding the Merger
SPECIAL FACTORSPurposes and Reasons of the LGP Related Parties Regarding the Merger
SPECIAL FACTORSPosition of the Rollover Investors Regarding the Fairness of the Merger
SPECIAL FACTORSPosition of the LGP Related Parties Regarding the Fairness of the Merger
The financial projections prepared by Prospect Medicals senior management in May 2010 are attached hereto as Exhibit (c)(4) and incorporated herein by reference.
(b) Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendations of the Special Committee and Our Board of Directors; Reasons for and Fairness of the Merger
SPECIAL FACTORSPurposes and Reasons of the Rollover Investors Regarding the Merger
SPECIAL FACTORSPurposes and Reasons of the LGP Related Parties Regarding the Merger
SPECIAL FACTORSPosition of the Rollover Investors Regarding the Fairness of the Merger
SPECIAL FACTORSPosition of the LGP Related Parties Regarding the Fairness of the Merger
SPECIAL FACTORS Opinion of the Special Committees Financial Advisor
ANNEX BOpinion of UBS Securities LLC
The presentation, dated August 14, 2010, of UBS Securities LLC to the Special Committee of Prospect Medical is attached hereto as Exhibit (c)(2) and incorporated herein by reference.
The financial projections prepared by Prospect Medicals senior management in May 2010 are attached hereto as Exhibit (c)(4) and incorporated herein by reference.
(c) Approval of Security Holders. The transaction is not structured so that the approval of at least a majority of the unaffiliated security holders is required. However, the approval of the holders of a majority of the outstanding shares of the Companys common stock is a condition to completion of the merger. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
THE SPECIAL MEETINGRequired Vote
THE MERGER AGREEMENTConditions to the Merger
(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORS Provisions for Unaffiliated Stockholders
(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendations of the Special Committee and Our Board of Directors; Reasons for and Fairness of the Merger
(f) Other Offers. None.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations
Regulation M-A Item 1015
(a) Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendations of the Special Committee and Our Board of Directors; Reasons for and Fairness of the Merger
SPECIAL FACTORSPosition of the Rollover Investors Regarding the Fairness of the Merger
SPECIAL FACTORSPosition of the LGP Related Parties Regarding the Fairness of the Merger
(b) Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendations of the Special Committee and Our Board of Directors; Reasons for and Fairness of the Merger
SPECIAL FACTORSOpinion of the Special Committees Financial Advisor
ANNEX BOpinion of UBS Securities LLC
The presentations, dated August 14, 2010 and May 28, 2010, of UBS Securities LLC to the Special Committee of Prospect Medical are attached hereto as Exhibit (c)(2) and (c)(3), respectively, and incorporated herein by reference. Updated pages to the presentation, dated May 28, 2010, of UBS Securities LLC provided on June 1, 2010 to the Special Committee of Prospect Medical are attached hereto as Exhibit (c)(5) and incorporated herein by reference.
(c) Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Companys common stock or representative who has been so designated in writing. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
WHERE YOU CAN FIND MORE INFORMATION
Item 10. Source and Amounts of Funds or Other Consideration
Regulation M-A Item 1007
(a) Source of Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSFinancing of the Merger and the LGP Funds Guarantee
SPECIAL FACTORSInterests of Prospect Medicals Directors and Executive Officers in the Merger
THE MERGER AGREEMENTConditions to the Merger
THE MERGER AGREEMENTRevolver Financing
The Equity Commitment Letter, dated August 16, 2010, among GEI V, GEI Side V and Ivy Holdings is attached hereto as Exhibit (d)(6) and incorporated herein by reference.
The Fund Guarantee, dated August 16, 2010, among Prospect Medical, GEI V and GEI Side V is attached hereto as Exhibit (d)(7) and incorporated herein by reference.
(b) Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSFinancing of the Merger and the LGP Funds Guarantee
SPECIAL FACTORSInterests of Prospect Medicals Directors and Executive Officers in the Merger
THE MERGER AGREEMENT Revolver Financing
THE MERGER AGREEMENTConditions to the Merger
The Equity Commitment Letter, dated August 16, 2010, among GEI V, GEI Side V and Ivy Holdings is attached hereto as Exhibit (d)(6) and incorporated herein by reference.
The Fund Guarantee, dated August 16, 2010, among Prospect Medical, GEI V and GEI Side V is attached hereto as Exhibit (d)(7) and incorporated herein by reference.
(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORSConduct of Prospect Medicals Business if the Merger is Not Completed
SPECIAL FACTORSEstimated Fees and Expenses Relating to the Merger
THE MERGER AGREEMENTTermination Fees and Expenses
(d) Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSFinancing of the Merger and the LGP Funds Guarantee
Item 11. Interest in Securities of the Subject Company
Regulation M-A Item 1008
(a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORSInterests of Prospect Medicals Directors and Executive Officers in the Merger
ADDITIONAL INFORMATION ABOUT PROSPECT MEDICALSecurity Ownership of Certain Beneficial Owners and Management
(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORSInterests of Prospect Medicals Directors and Executive Officers in the Merger
ADDITIONAL INFORMATION ABOUT PROSPECT MEDICALPrior Purchases and Sales of Prospect Medical Common Stock
THE MERGER AGREEMENT
ANNEX AAgreement and Plan of Merger
ANNEX DContribution and Subscription Agreement
Item 12. The Solicitation or Recommendation
Regulation M-A Item 1012
(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSRecommendations of the Special Committee and Our Board of Directors; Reasons for and Fairness of the Merger
SPECIAL FACTORSInterests of Prospect Medicals Directors and Executive Officers in the Merger
SPECIAL FACTORSPurposes and Reasons of the Rollover Investors Regarding the Merger
SPECIAL FACTORSPosition of the Rollover Investors Regarding the Fairness of the Merger
THE SPECIAL MEETINGRequired Vote
ANNEX CCompany Stockholder Voting Agreement
ANNEX DContribution and Subscription Agreement
(e) Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendations of the Special Committee and Our Board of Directors; Reasons for and Fairness of the Merger
Item 13. Financial Statements
Regulation M-A Item 1010
(a) Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORS Managements Projected Financial Information
ADDITIONAL INFORMATION ABOUT PROSPECT MEDICAL Financial Information
WHERE YOU CAN FIND MORE INFORMATION
The financial projections prepared by Prospect Medicals senior management in May 2010 are attached hereto as Exhibit (c)(4) and incorporated herein by reference. Prospect Medical does not, as a matter of course, publicly disclose projections as to its future financial performance. The projections were not prepared with a view to public disclosure and are included in this Schedule 13E-3 only because such information was made available, in whole or in part, to Leonard Green & Partners, L.P. and prospective buyers that executed confidentiality agreements during the go-shop period provided for in the Merger Agreement. The projections also were provided to our board of directors, the special committee and the special committees financial advisor, UBS Securities LLC. The projections were not prepared with a view to compliance with published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, our independent registered public accounting firm has not examined, compiled or otherwise applied procedures to the projections included in Exhibit (c)(4) to this Schedule 13E-3 and, accordingly, assumes no responsibility for, and expresses no opinion on, them.
(b) Pro Forma Information. Not applicable.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used
Regulation M-A Item 1009
(a) Solicitations or Recommendations. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
THE SPECIAL MEETINGSolicitation of Proxies
(b) Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
THE SPECIAL MEETINGSolicitation of Proxies
Item 15. Additional Information
Regulation M-A Item 1011
(b) Other Material Information. The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.
Item 16. Exhibits
Regulation M-A Item 1016
(a)(1) Definitive Proxy Statement, incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on November 12, 2010.
(a)(2) Form of Proxy Card, incorporated herein by reference to the Proxy Statement.
(a)(3) Notice of Special Meeting of Stockholders of Prospect Medical Holdings, Inc., incorporated herein by reference to the Proxy Statement.
(a)(4) Letter to Stockholders of Prospect Medical Holdings, Inc., incorporated herein by reference to the Proxy Statement.
(b) None.
(c)(1) Opinion of UBS Securities LLC, incorporated herein by reference to Annex B to the Proxy Statement.
(c)(2) The presentation, dated August 14, 2010, of UBS Securities LLC to the Special Committee of the Board of Directors of Prospect Medical Holdings, Inc.*
(c)(3) The presentation, dated May 28, 2010, of UBS Securities LLC to the Special Committee of the Board of Directors of Prospect Medical Holdings, Inc.*
(c)(4) The financial projections prepared by Prospect Medicals senior management in May 2010.*
(c)(5) Updated pages to the presentation, dated May 28, 2010, of UBS Securities LLC provided on June 1, 2010 to the Special Committee of the Board of Directors of Prospect Medical Holdings, Inc.*
(d)(1) Agreement and Plan of Merger, dated as of August 16, 2010, by and among Prospect Medical Holdings, Inc., Ivy Holdings Inc. and Ivy Merger Sub Corp., incorporated herein by reference to Annex A to the Proxy Statement.
(d)(2) Company Stockholder Voting Agreement, dated as of August 16, 2010, by and between Ivy Holdings Inc., Samuel S. Lee, Mike Heather, the David & Alexa Topper Family Trust and Jeereddi Prasad, incorporated herein by reference to Annex C to the Proxy Statement.
(d)(3) Contribution and Subscription Agreement, dated as of August 16, 2010, by and between Ivy Holdings Inc., Samuel S. Lee, Mike Heather, the David & Alexa Topper Family Trust and Jeereddi Prasad, incorporated herein by reference to Annex D to the Proxy Statement.
(d)(4) Letter agreement, dated September 15, 2010, relating to stock options held by Samuel S. Lee.*
(d)(5) Letter agreement, dated September 15, 2010, relating to stock options held by Mike Heather.*
(d)(6) Equity Commitment Letter, dated as of August 16, 2010, among Green Equity Investors V, L.P., Green Equity Investors Side V, L.P. and Ivy Holdings Inc.*
(d)(7) Fund Guarantee, dated as of August 16, 2010, by and among Prospect Medical Holdings, Inc., Green Equity Investors V, L.P. and Green Equity Investors Side V, L.P.*
(f) Section 262 of the Delaware General Corporation Law, incorporated herein by reference to Annex E to the Proxy Statement.
(g) None.
* Previously filed.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
Dated: November 11, 2010 |
PROSPECT MEDICAL HOLDINGS, INC. |
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By: |
/s/ SAMUEL S. LEE |
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Name: |
Samuel S. Lee |
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Title: |
Chairman of the Board and |
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Chief Executive Officer |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
Dated: November 11, 2010 |
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/s/ SAMUEL S. LEE |
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Samuel S. Lee |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
Dated: November 11, 2010 |
DAVID & ALEXA TOPPER FAMILY TRUST |
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/s/ DAVID R. TOPPER |
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Name: David R. Topper |
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Title: Trustee |
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/s/ ALEXA TOPPER |
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Name: Alexa Topper |
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Title: Trustee |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
Dated: November 11, 2010 |
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/s/ DAVID R. TOPPER |
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David R. Topper |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
Dated: November 11, 2010 |
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/s/ MIKE HEATHER |
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Mike Heather |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
Dated: November 11, 2010 |
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/s/ JEEREDDI A. PRASAD |
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Jeereddi A. Prasad, M.D. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
Dated: November 11, 2010 |
IVY HOLDINGS INC. |
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By: |
/s/ ALYSE M. WAGNER |
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Name: Alyse M. Wagner |
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Title: Vice President, Secretary and Treasurer |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
Dated: November 11, 2010 |
IVY MERGER SUB CORP. |
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By: |
/s/ ALYSE M. WAGNER |
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Name: Alyse M. Wagner |
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Title: Vice President, Secretary and Treasurer |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
Dated: November 11, 2010 |
IVY INTERMEDIATE HOLDING INC. |
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By: |
/s/ ALYSE M. WAGNER |
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Name: Alyse M. Wagner |
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Title: Vice President, Secretary and Treasurer |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
Dated: November 11, 2010 |
GREEN EQUITY INVESTORS V, L.P. |
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By: GEI Capital V, LLC, its General Partner |
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By: |
/s/ MICHAEL GENNARO |
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Name: Michael Gennaro |
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Title: Chief Operating Officer and Secretary |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
Dated: November 11, 2010 |
GREEN EQUITY INVESTORS SIDE V, L.P. |
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By: GEI Capital V, LLC, its General Partner |
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By: |
/s/ MICHAEL GENNARO |
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Name: Michael Gennaro |
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Title: Chief Operating Officer and Secretary |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
Dated: November 11, 2010 |
GEI CAPITAL V, LLC |
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By: |
/s/ MICHAEL GENNARO |
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Name: Michael Gennaro |
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Title: Chief Operating Officer and Secretary |
EXHIBIT INDEX
(a)(1) Definitive Proxy Statement, incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on November 12, 2010.
(a)(2) Form of Proxy Card, incorporated herein by reference to the Proxy Statement.
(a)(3) Notice of Special Meeting of Stockholders of Prospect Medical Holdings, Inc., incorporated herein by reference to the Proxy Statement.
(a)(4) Letter to Stockholders of Prospect Medical Holdings, Inc., incorporated herein by reference to the Proxy Statement.
(b) None.
(c)(1) Opinion of UBS Securities LLC, incorporated herein by reference to Annex B to the Proxy Statement.
(c)(2) The presentation, dated August 14, 2010, of UBS Securities LLC to the Special Committee of the Board of Directors of Prospect Medical Holdings, Inc.*
(c)(3) The presentation, dated May 28, 2010, of UBS Securities LLC to the Special Committee of the Board of Directors of Prospect Medical Holdings, Inc.*
(c)(4) The financial projections prepared by Prospect Medicals senior management in May 2010.*
(c)(5) Updated pages to the presentation, dated May 28, 2010, of UBS Securities LLC provided on June 1, 2010 to the Special Committee of the Board of Directors of Prospect Medical Holdings, Inc.*
(d)(1) Agreement and Plan of Merger, dated as of August 16, 2010, by and among Prospect Medical Holdings, Inc., Ivy Holdings Inc. and Ivy Merger Sub Corp., incorporated herein by reference to Annex A to the Proxy Statement.
(d)(2) Company Stockholder Voting Agreement, dated as of August 16, 2010, by and between Ivy Holdings Inc., Samuel S. Lee, Mike Heather, the David & Alexa Topper Family Trust and Jeereddi Prasad, incorporated herein by reference to Annex C to the Proxy Statement.
(d)(3) Contribution and Subscription Agreement, dated as of August 16, 2010, by and between Ivy Holdings Inc., Samuel S. Lee, Mike Heather, the David & Alexa Topper Family Trust and Jeereddi Prasad, incorporated herein by reference to Annex D to the Proxy Statement.
(d)(4) Letter agreement, dated September 15, 2010, relating to stock options held by Samuel S. Lee.*
(d)(5) Letter agreement, dated September 15, 2010, relating to stock options held by Mike Heather.*
(d)(6) Equity Commitment Letter, dated as of August 16, 2010, among Green Equity Investors V, L.P., Green Equity Investors Side V, L.P. and Ivy Holdings Inc.*
(d)(7) Fund Guarantee, dated as of August 16, 2010, by and among Prospect Medical Holdings, Inc., Green Equity Investors V, L.P. and Green Equity Investors Side V, L.P.*
(f) Section 262 of the Delaware General Corporation Law, incorporated herein by reference to Annex E to the Proxy Statement.
(g) None.
*Previously filed.
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