Mga Batayang Estadistika
| CIK | 1444598 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Smart Share Global Limited - Depositary Receipt (Common Stock)
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| March 2, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34435 CHANGE HEALTHCARE HOLDINGS, INC. (Exact name of registrant as spec |
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| January 26, 2017 |
Financial Statements and Exhibits, Other Events 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 26, 2017 CHANGE HEALTHCARE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-34435 20-5799664 (State or other jurisdiction of incorporation) (Co |
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| January 26, 2017 |
EX-99.1 2 d336882dex991.htm EX-99.1 Exhibit 99.1 3055 LEBANON PIKE SUITE 1000 NASHVILLE, TN 37215 PRESS RELEASE – FOR IMMEDIATE RELEASE CHANGE HEALTHCARE ANNOUNCES DELIVERY OF CONDITIONAL NOTICES OF REDEMPTION FOR ALL OF ITS OUTSTANDING 11.00% SENIOR NOTES DUE 2019, 11.25% SENIOR NOTES DUE 2020 AND 6.00% SENIOR NOTES DUE 2021 NASHVILLE, Tenn., January 26, 2017 — Change Healthcare Holdings, Inc., a |
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| January 24, 2017 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| January 24, 2017 |
10-Q/A 1 d153667d10qa.htm 10-Q/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 Commission file number 1-34435 CHANGE HEALTHCARE HOLDINGS, INC. (Exact Name of Registrant as Specified in its |
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| January 24, 2017 |
8-K 1 d335658d8k.htm FORM 8-K 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 24, 2017 (January 22, 2017) CHANGE HEALTHCARE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-34435 20-5799664 ( |
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| December 21, 2016 |
Financial Statements and Exhibits, Other Events 8-K 1 d275809d8k.htm FORM 8-K 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): December 21, 2016 (December 20, 2016) CHANGE HEALTHCARE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other ju |
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| December 21, 2016 |
Exhibit 99.1 McKESSON AND CHANGE HEALTHCARE ANNOUNCE TERMINATION OF HART-SCOTT-RODINO ACT WAITING PERIOD FOR THE CREATION OF A NEW HEALTHCARE INFORMATION TECHNOLOGY COMPANY SAN FRANCISCO & NASHVILLE, December 21, 2016 ? McKesson Corporation (NYSE:MCK), a leading global healthcare services and information technology company, and Change Healthcare Holdings, Inc., a leading provider of software and a |
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| November 10, 2016 |
10-Q 1 d266531d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 Commission file number 1-34435 CHANGE HEALTHCARE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 2 |
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| November 10, 2016 |
Change Healthcare Reports Third Quarter 2016 Results Exhibit 99.1 3055 LEBANON PIKE, SUITE 1000 NASHVILLE, TN 37215 Change Healthcare Reports Third Quarter 2016 Results NASHVILLE, Tenn. (November 10, 2016) ? Change Healthcare Holdings, Inc., a leading provider of software and analytics, network solutions and technology-enabled services designed to enable smarter healthcare, today announced financial results for the three and nine months ended Septem |
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| November 10, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 10, 2016 CHANGE HEALTHCARE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34435 20-5799664 (State or Other Jurisdiction of Incorporation) (C |
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| September 21, 2016 |
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): September 21, 2016 (September 19, 2016) CHANGE HEALTHCARE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34435 20-5799664 (State or Other Jurisdictio |
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| September 21, 2016 |
Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 5 AMENDMENT NO. 5, dated as of September 19, 2016 (this ?Amendment?), to the Credit Agreement, dated as of November 2, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, including pursuant to (i) Amendment No. 1, dated as of April 24, 2012, (ii) Amendment No. 2, dated as of April 25, 20 |
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| September 6, 2016 |
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): September 6, 2016 (August 31, 2016) CHANGE HEALTHCARE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-34435 20-5799664 (State or other jurisdiction of |
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| August 10, 2016 |
JOINDER TO STOCKHOLDERS AGREEMENT EX-10.2 5 d235167dex102.htm EX-10.2 Exhibit 10.2 JOINDER TO STOCKHOLDERS AGREEMENT Reference is made to that certain Stockholders Agreement, dated as of November 2, 2011, by and among Change Healthcare, Inc. (a Delaware corporation formerly known as Beagle Parent Corp. (the “Company”)), Change Intermediate Holdings, Inc. (a Delaware corporation formerly known as Beagle Intermediate Holdings, Inc.) |
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| August 10, 2016 |
JOINDER TO STOCKHOLDERS AGREEMENT EX-10.2 5 d235167dex102.htm EX-10.2 Exhibit 10.2 JOINDER TO STOCKHOLDERS AGREEMENT Reference is made to that certain Stockholders Agreement, dated as of November 2, 2011, by and among Change Healthcare, Inc. (a Delaware corporation formerly known as Beagle Parent Corp. (the “Company”)), Change Intermediate Holdings, Inc. (a Delaware corporation formerly known as Beagle Intermediate Holdings, Inc.) |
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| August 10, 2016 |
EM / Emdeon Inc. 10-Q - Quarterly Report - FORM 10-Q 10-Q 1 d235167d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 Commission file number 1-34435 CHANGE HEALTHCARE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 20-579 |
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| August 10, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d237790d8k.htm FORM 8-K 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): August 10, 2016 CHANGE HEALTHCARE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34435 20-5799664 (State or Other Juris |
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| August 10, 2016 |
EX-4.3 4 d235167dex43.htm EX-4.3 Exhibit 4.3 Supplemental Indenture (this “Supplemental Indenture”), dated as of July 1, 2016, among Change Encircle, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Change Healthcare Holdings, Inc., a Delaware corporation, f/k/a Emdeon Inc. (the “Issuer”), and Wilmington Trust, National Association, a national banking asso |
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| August 10, 2016 |
Change Healthcare Reports Second Quarter 2016 Results Exhibit 99.1 3055 LEBANON PIKE, SUITE 1000 NASHVILLE, TN 37215 Change Healthcare Reports Second Quarter 2016 Results NASHVILLE, Tenn. (August 10, 2016) ? Change Healthcare Holdings, Inc., a leading provider of software and analytics, network solutions and technology-enabled services designed to enable smarter healthcare, today announced financial results for the three and six months ended June 30, |
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| August 10, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d237790d8k.htm FORM 8-K 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): August 10, 2016 CHANGE HEALTHCARE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34435 20-5799664 (State or Other Juris |
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| August 10, 2016 |
EX-4.1 Exhibit 4.1 Supplemental Indenture (this “Supplemental Indenture”), dated as of July 1, 2016, between Change Encircle, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Change Healthcare Holdings, Inc., a Delaware corporation, f/k/a Emdeon Inc. (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the |
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| August 10, 2016 |
EX-4.1 Exhibit 4.1 Supplemental Indenture (this “Supplemental Indenture”), dated as of July 1, 2016, between Change Encircle, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Change Healthcare Holdings, Inc., a Delaware corporation, f/k/a Emdeon Inc. (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the |
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| August 10, 2016 |
Change Healthcare Reports Second Quarter 2016 Results Exhibit 99.1 3055 LEBANON PIKE, SUITE 1000 NASHVILLE, TN 37215 Change Healthcare Reports Second Quarter 2016 Results NASHVILLE, Tenn. (August 10, 2016) ? Change Healthcare Holdings, Inc., a leading provider of software and analytics, network solutions and technology-enabled services designed to enable smarter healthcare, today announced financial results for the three and six months ended June 30, |
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| August 10, 2016 |
EX-4.2 3 d235167dex42.htm EX-4.2 Exhibit 4.2 Supplemental Indenture (this “Supplemental Indenture”), dated as of July 1, 2016, between Change Encircle, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Change Healthcare Holdings, Inc., a Delaware corporation, f/k/a Emdeon Inc. (the “Issuer”), and Wilmington Trust, National Association, a national banking as |
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| August 10, 2016 |
EX-4.2 3 d235167dex42.htm EX-4.2 Exhibit 4.2 Supplemental Indenture (this “Supplemental Indenture”), dated as of July 1, 2016, between Change Encircle, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Change Healthcare Holdings, Inc., a Delaware corporation, f/k/a Emdeon Inc. (the “Issuer”), and Wilmington Trust, National Association, a national banking as |
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| July 5, 2016 |
McKESSON AND CHANGE HEALTHCARE TO FORM NEW HEALTHCARE INFORMATION TECHNOLOGY COMPANY Exhibit 99.1 McKESSON AND CHANGE HEALTHCARE TO FORM NEW HEALTHCARE INFORMATION TECHNOLOGY COMPANY ? New entity to combine majority of McKesson Technology Solutions and Change Healthcare into separate company positioned to address the healthcare industry?s emerging and most pressing challenges. ? Transaction to create new company with $3.4 billion in pro forma combined total annual revenues for the |
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| July 5, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): July 5, 2016 (June 28, 2016) CHANGE HEALTHCARE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-34435 20-5799664 (State or other jurisdiction of incorp |
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| July 5, 2016 |
INTERIM STOCKHOLDERS’ AGREEMENT Exhibit 10.1 {Execution} INTERIM STOCKHOLDERS? AGREEMENT This INTERIM STOCKHOLDERS? AGREEMENT (this ?Agreement?), dated as of June 28, 2016, is entered into by and among (i) Change Healthcare, Inc., a Delaware corporation (?Echo Holdco?), (ii) Change Aggregator, L.P., a Delaware limited partnership (?BX?), (iii) H&F Echo Holdings, L.P., a Delaware limited partnership (?H&F?), and (iv) the other eq |
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| July 5, 2016 |
AMENDMENT NO. 2 STOCKHOLDERS’ AGREEMENT EX-10.2 4 d220020dex102.htm EX-10.2 Exhibit 10.2 {Execution Version} AMENDMENT NO. 2 TO STOCKHOLDERS’ AGREEMENT THIS AMENDMENT NO. 2 (this “Amendment”), effective as of June 28, 2016, amends the Stockholders’ Agreement (the “Agreement”) dated as of November 2, 2011, as amended by Amendment No. 1 to the Stockholders’ Agreement dated as of November 18, 2015, by and among Change Healthcare, Inc. (a D |
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| July 5, 2016 |
Table of Contents Exhibit 2.1 Execution Version AGREEMENT OF CONTRIBUTION AND SALE dated as of June 28, 2016 by and among PF2 NEWCO LLC PF2 NEWCO INTERMEDIATE HOLDINGS, LLC PF2 NEWCO HOLDINGS, LLC MCKESSON CORPORATION HCIT HOLDINGS, INC. CHANGE HEALTHCARE, INC. CHANGE AGGREGATOR L.P. and H&F ECHO HOLDINGS, L.P. Table of Contents TABLE OF CONTENTS PAGE ARTICLE 1 Definitions and Terms Section 1.01. |
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| June 14, 2016 |
Submission of Matters to a Vote of Security Holders 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): June 14, 2016 (June 10, 2016) CHANGE HEALTHCARE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-34435 20-5799664 (State or other jurisdiction of incor |
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| May 10, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 10, 2016 CHANGE HEALTHCARE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34435 20-5799664 (State or Other Jurisdiction of Incorporation) (Commis |
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| May 10, 2016 |
EM / Emdeon Inc. 10-Q - Quarterly Report - FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 10, 2016 |
Change Healthcare Reports First Quarter 2016 Results Exhibit 99.1 3055 LEBANON PIKE, SUITE 1000 NASHVILLE, TN 37215 Change Healthcare Reports First Quarter 2016 Results • Solutions Revenue of $311.5 million, Increased 20.5% for First Quarter 2016 • Adjusted EBITDA of $96.3 million, Increased 9.9% for First Quarter 2016 NASHVILLE, Tenn. (May 10, 2016) – Change Healthcare Holdings, Inc., a leading provider of software and analytics, network solutions |
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| May 3, 2016 |
3055 LEBANON PIKE, SUITE 1000 NASHVILLE, TN 37215 May 3, 2016 Via EDGAR and Federal Express Mr. |
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| March 14, 2016 |
Change Healthcare Subsidiaries of the Registrant EX-21.1 Exhibit 21.1 Change Healthcare Subsidiaries of the Registrant Altegra Health, Inc. Altegra Health Operating Company LLC Altegra Health Connections, LLC Altegra Health Operating Company – Puerto Rico, LLC AHMS Cooperatif U.A. Altegra Health Philippines, Inc. Change Healthcare Business Fulfillment, LLC Change Healthcare Communications, LLC Change Healthcare Engagement Solutions, Inc. Change |
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| March 14, 2016 |
EX-10.20 3 d152055dex1020.htm EX-10.20 Exhibit 10.20 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of January 6, 2016, and is entered into by and between CHANGE HEALTHCARE OPERATIONS, LLC (formerly known as EMDEON BUSINESS SERVICES LLC), a Delaware limited liability company (the “Company”, which shall include its subsidiaries and affiliates) and Douglas Ghertner |
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| March 14, 2016 |
SEPARATION AGREEMENT AND GENERAL RELEASE EX-10.16 Exhibit 10.16 SEPARATION AGREEMENT AND GENERAL RELEASE THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this “Release”) is made as of January 8, 2016 (the “Execution Date”) by and between Gary Stuart, an individual (“Executive”), and Change Healthcare Operations, LLC (formerly known as Emdeon Business Services LLC, a Delaware limited liability company (“Change Healthcare”). In consideration |
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| March 14, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 14, 2016 CHANGE HEALTHCARE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34435 20-5799664 (State or Other Jurisdiction of Incorporation) (Comm |
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| March 14, 2016 |
EM / Emdeon Inc. 10-K - Annual Report - FORM 10-K Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| March 14, 2016 |
Exhibit 99.1 3055 LEBANON PIKE, SUITE 1000 NASHVILLE, TN 37215 Change Healthcare Reports Fourth Quarter and Full Year 2015 Results Solutions Revenue of $314.0 million, Increased 17.7% for the Quarter and 11.6% for the Year Adjusted EBITDA of $116.4 million, Increased 14.5% for the Quarter and 10.8% for the Year NASHVILLE, Tenn. (March 14, 2016) ? Change Healthcare Holdings, Inc., a leading provide |
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| January 8, 2016 |
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 8, 2016 (January 8, 2016) CHANGE HEALTHCARE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34435 20-5799664 (State or Other Jurisdiction of I |
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| November 20, 2015 |
AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENT AND H&F CONSENT EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENT AND H&F CONSENT THIS AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENT AND H&F CONSENT is made as of November 18, 2015 (this “Agreement”) by and among Change Healthcare, Inc. (f/k/a Beagle Parent Corp.), a Delaware corporation (the “Company”), Change Healthcare Intermediate Holdings, Inc. (f/k/a Beagle Intermediate Holdings, Inc.), a Delawar |
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| November 20, 2015 |
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): November 18, 2015 Change Healthcare Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34435 20-5799664 (State or other jurisdiction of incorporation) |
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| November 12, 2015 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EMDEON INC. Pursuant to Section 242 of the Delaware General Corporation Law (the ?DGCL?), the undersigned corporation hereby adopts the following Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation: 1. The name of the corporation is Emdeon Inc. 2. The Second |
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| November 12, 2015 |
THIRD RESTATED CERTIFICATE OF INCORPORATION CHANGE HEALTHCARE HOLDINGS, INC. Exhibit 3.2 THIRD RESTATED CERTIFICATE OF INCORPORATION OF CHANGE HEALTHCARE HOLDINGS, INC. Change Healthcare Holdings, Inc., a Delaware corporation (the ?Corporation?), hereby certifies that this Third Restated Certificate of Incorporation has been duly adopted in accordance with Section 245 of the General Corporation Law of the State of Delaware (the ?DGCL?): ONE: The current name of this Corpor |
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| November 12, 2015 |
EX-3.3 4 d38673dex33.htm EX-3.3 Exhibit 3.3 THIRD AMENDED AND RESTATED BY-LAWS OF CHANGE HEALTHCARE HOLDINGS, INC. Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS 1.1 These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorpora |
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| November 12, 2015 |
8-K 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): November 12, 2015 (November 9, 2015) CHANGE HEALTHCARE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34435 20-5799664 (State or Other Jurisdicti |
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| November 6, 2015 |
EX-99.1 8 d72127dex991.htm EX-99.1 Exhibit 99.1 RISK FACTORS You should consider carefully the specific risks and uncertainties described below, and all information contained in this Quarterly Report and our Form 10-K, in evaluating our Company and our business. The occurrence of any of the following risks or uncertainties described below could significantly and adversely affect our business, pros |
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| November 6, 2015 |
Exhibit 4.3 Supplemental Indenture (this ?Supplemental Indenture?), dated as of August 12, 2015, among Altegra Health, Inc., a Delaware corporation, Altegra Health Operating Company, a Delaware corporation, Altegra Health Connections, LLC, a Delaware limited liability company, Altegra Health Operating Company - Puerto Rico, LLC, a Delaware limited liability company (collectively, the ?Guaranteeing |
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| November 6, 2015 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 Commission file number 1-34435 EMDEON INC. (Exact Name of Registrant as Specified in its Charter) Delaware 20-5799664 (State or Other Jurisdiction of Incorporatio |
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| November 6, 2015 |
Exhibit 4.4 Supplemental Indenture (this ?Supplemental Indenture?), dated as of August 12, 2015, among Altegra Health, Inc., a Delaware corporation, Altegra Health Operating Company, a Delaware corporation, Altegra Health Connections, LLC, a Delaware limited liability company, Altegra Health Operating Company - Puerto Rico, LLC, a Delaware limited liability company (collectively, the ?Guaranteeing |
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| November 6, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 6, 2015 EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34435 20-5799664 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| November 6, 2015 |
EX-99.1 2 d97035dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE EMDEON REPORTS THIRD QUARTER RESULTS Solutions Revenue of $287.9 million, Increased 12.9% for the Quarter and 9.4% Year-to-Date Adjusted EBITDA of $101.8 million, Increased 8.2% for the Quarter and 9.3% Year-to-Date NASHVILLE, Tenn. (November 6, 2015) – Emdeon Inc., a leading provider of software and analytics, network solutions |
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| September 4, 2015 |
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): September 4, 2015 (September 3, 2015 ) EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34435 20-5799664 (State or Other Jurisdiction of Incorporation) (C |
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| September 4, 2015 |
EX-99.1 2 d86474dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Emdeon To Rebrand as Change Healthcare New brand strategy reflects the company’s evolution towards more value-based solutions for its diverse customer base NASHVILLE, Tenn. (September 3, 2015) — Emdeon, one of the largest, independent healthcare technology companies providing software and analytics, connectivity, communications, |
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| August 13, 2015 |
Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this ?Supplemental Indenture?), dated as of August 12, 2015, among Altegra Health, Inc., a Delaware corporation, Altegra Health Operating Company, a Delaware corporation, Altegra Health Operating Company ? Puerto Rico, LLC, a Delaware limited liability company, and Altegra Health Connections, LLC, a Delaware limited liability c |
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| August 13, 2015 |
EX-10.1 4 d15904dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 4 AMENDMENT NO. 4, dated as of August 12, 2015 (this “Amendment”), to the Credit Agreement dated as of November 2, 2011 as amended on April 24, 2012, April 25, 2013 and December 12, 2014 (and as further amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Ex |
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| August 13, 2015 |
Exhibit 4.1 Execution Version INDENTURE Dated as of August 12, 2015 Among EMDEON INC., as the Issuer, the Guarantors named herein and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Transfer Agent, Registrar and Paying Agent $250,000,000 6.00% SENIOR NOTES DUE 2021 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions 1 Section 1.02. Other Defini |
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| August 13, 2015 |
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): August 13, 2015 (August 12, 2015) EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34435 20-5799664 (State or Other Jurisdiction of Incorporation) (Commis |
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| August 13, 2015 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Emdeon Closes Acquisition of Altegra Health Acquisition brings together Altegra Health?s cloud-based, risk adjustment and quality analytics platform and related healthcare consumer engagement capabilities with Emdeon?s Intelligent Healthcare Network? to help customers elevate care quality, optimize financial performance and improve the member and patient experien |
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| August 4, 2015 |
EX-99.1 Exhibit 99.1 The Transactions On July 3, 2015, MediFAX-EDI, LLC (“MediFAX”), a Tennessee limited liability company and our wholly owned subsidiary, and Alto Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of MediFAX (“Altegra Merger Sub”), entered into an Agreement and Plan of Merger (the “Altegra Merger Agreement”) by and among MediFAX, Altegra Merger Sub, Altegra Heal |
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| August 4, 2015 |
Emdeon Inc. Announces Offering of its Senior Notes Due 2021 EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE Emdeon Inc. Announces Offering of its Senior Notes Due 2021 NASHVILLE, Tenn. (August 3, 2015) — Emdeon Inc., announced today that it intends to offer, subject to market and other conditions, $250 million in aggregate principal amount of its senior notes due 2021 (the “Senior Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securit |
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| August 4, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 8-K 1 d48123d8k.htm FORM 8-K 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): August 3, 2015 EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34435 20-5799664 (State or Other Jurisdiction of Incorporatio |
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| August 3, 2015 |
CERTAIN INFORMATION TO BE PROVIDED TO PROSPECTIVE DEBT FINANCING SOURCES Exhibit 99.1 CERTAIN INFORMATION TO BE PROVIDED TO PROSPECTIVE DEBT FINANCING SOURCES Set forth below is certain information that will be provided to certain third parties in connection with debt financing by Emdeon Inc. for the previously announced acquisition of Altegra Health, Inc. through a senior secured incremental term loan facility and senior unsecured bridge loans. REPORT OF INDEPENDENT C |
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| August 3, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): August 3, 2015 EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34435 20-5799664 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| July 28, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): July 28, 2015 EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34435 20-5799664 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| July 28, 2015 |
Exhibit 99.2 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2014 and 2013 F-3 Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012 F-4 Consolidated Statements of Comprehensive Income (Loss) for the year |
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| July 28, 2015 |
EX-99.1 2 d16592dex991.htm EX-99.1 Exhibit 99.1 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion in conjunction with “Selected Financial Data” and our consolidated financial statements and related notes included elsewhere in the Form 10-K. Some of the statements in the following discussion are forward-looking sta |
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| July 28, 2015 |
Certain Information to be Provided to Prospective Debt Financing Sources Exhibit 99.1 Certain Information to be Provided to Prospective Debt Financing Sources Set forth below is certain information included in a presentation to certain third parties in connection with debt financing by Emdeon Inc. (?Emdeon?) for the previously announced acquisition of Altegra Health, Inc. (?Altegra?) through a senior secured incremental term loan facility and senior unsecured bridge lo |
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| July 28, 2015 |
8-K 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): July 28, 2015 Emdeon Inc. (Exact name of registrant as specified in its charter) Delaware 1-34435 20-5799664 (State or other jurisdiction of incorporation) (Commission File Number |
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| July 24, 2015 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 Commission file number 1-34435 EMDEON INC. (Exact Name of Registrant as Specified in its Charter) Delaware 20-5799664 (State or Other Jurisdiction of Incorporation or |
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| July 24, 2015 |
EX-99.1 2 d39083dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE EMDEON REPORTS SECOND QUARTER RESULTS Solutions Revenue of $263.8 million, Increased 5.9% for the Quarter and 7.6% Year-to-Date Adjusted EBITDA of $97.9 million, Increased 8.4% for the Quarter and 10.0% Year-to-Date NASHVILLE, Tenn. (July 24, 2015) – Emdeon Inc., a leading provider of software and analytics, network solutions an |
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| July 24, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d39083d8k.htm FORM 8-K 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): July 24, 2015 EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34435 (Commissi |
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| July 9, 2015 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Emdeon to Acquire Altegra Health Altegra Health?s cloud-based analytics platform and related healthcare consumer engagement capabilities will enhance Emdeon?s Intelligent Healthcare Network? by helping customers elevate care quality, optimize financial performance and improve the member and patient experience NASHVILLE, Tenn. (July 6, 2015) ? Emdeon Inc. today an |
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| July 9, 2015 |
EX-2.1 2 d81333dex21.htm EX-2.1 Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER BY AND AMONG ALTEGRA HEALTH, INC., MEDIFAX-EDI, LLC ALTO MERGER SUB INC. AND PARTHENON INVESTORS III, L.P. (solely in its capacity as the Stockholders’ Representative hereunder) DATED July 3, 2015 TABLE OF CONTENTS Page AGREEMENT AND PLAN OF MERGER 1 Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 |
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| July 9, 2015 |
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): July 9, 2015 (July 3, 2015) Emdeon Inc. (Exact name of registrant as specified in its charter) Delaware 1-34435 20-5799664 (State or other jurisdiction of incorporation) (Commission F |
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| May 11, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 11, 2015 EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34435 20-5799664 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR |
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| May 11, 2015 |
Emdeon Reports First Quarter Results Exhibit 99.1 FOR IMMEDIATE RELEASE Emdeon Reports First Quarter Results ? Solutions Revenue of $258.4 million for First Quarter 2015, an increase of 9.4% ? Adjusted EBITDA of $87.6 million for First Quarter 2015, an increase of 11.8% NASHVILLE, Tenn. (May 11, 2015) ? Emdeon Inc., a leading provider of software-based solutions, network solutions and technology-enabled services that optimize communi |
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| May 11, 2015 |
10-Q 1 d922987d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 Commission file number 1-34435 EMDEON INC. (Exact Name of Registrant as Specified in its Charter) Delaware 20-5799664 (State or Other Juri |
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| March 16, 2015 |
Exhibit 4.8 Supplemental Indenture (this ?Supplemental Indenture?), dated as of January 16, 2015, between Change Healthcare Corporation, a Delaware corporation (the ?Guaranteeing Subsidiary?), a subsidiary of Emdeon Inc., a Delaware corporation (the ?Issuer?), and Wilmington Trust, National Association, a national banking association, as trustee (the ?Trustee?). W I T N E S S E T H WHEREAS, Beagle |
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| March 16, 2015 |
EX-10.16 8 d880271dex1016.htm EX-10.16 Exhibit 10.16 [Execution Copy] EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is dated November 28, 2013, and is entered into by and between EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company (the “Company”, which shall include its subsidiaries and affiliates), and Dr. Kriten Joshi (“Executive”). WHEREAS, the Company desires |
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| March 16, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-34435 |
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| March 16, 2015 |
EX-4.16 Exhibit 4.16 Supplemental Indenture (this “Supplemental Indenture”), dated as of January 16, 2015, between Change Healthcare Corporation, a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Emdeon Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”). W I T N E S S E T H WHEREA |
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| March 16, 2015 |
EX-10.15 Exhibit 10.15 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is dated January 23, 2015, and is entered into by and between EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company (the “Company”, which shall include its subsidiaries and affiliates), and Jason Erdell (“Executive”). WHEREAS, the Company desires to employ Executive as its Executive Vice President, |
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| March 16, 2015 |
EX-10.14 Exhibit 10.14 Execution Version EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is dated December 11, 2013, and is entered into by and between EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company (the “Company”, which shall include its subsidiaries and affiliates), and Alex Choy (“Executive”). WHEREAS, the Company desires to employ Executive as its Executive |
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| March 16, 2015 |
Exhibit 4.15 Supplemental Indenture (this ?Supplemental Indenture?), dated as of January 16, 2015, between AdminiSource Communications, Inc., a Texas corporation (the ?Guaranteeing Subsidiary?), a subsidiary of Emdeon Inc., a Delaware corporation (the ?Issuer?), and Wilmington Trust, National Association, a national banking association, as trustee (the ?Trustee?). W I T N E S S E T H WHEREAS, Beag |
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| March 16, 2015 |
Exhibit 4.7 Supplemental Indenture (this ?Supplemental Indenture?), dated as of January 16, 2015, between AdminiSource Communications, Inc., a Texas corporation (the ?Guaranteeing Subsidiary?), a subsidiary of Emdeon Inc., a Delaware corporation (the ?Issuer?), and Wilmington Trust, National Association, a national banking association, as trustee (the ?Trustee?). W I T N E S S E T H WHEREAS, Beagl |
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| March 16, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 16, 2015 EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34435 20-5799664 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| March 16, 2015 |
Exhibit 21.1 Emdeon Inc. Subsidiaries of the Registrant Entity Name State of Organization AdminiSource Communications, Inc. Texas Advanced Business Fulfillment, LLC Delaware Capario, Inc. Delaware Chamberlin Edmonds & Associates, Inc. Delaware Change Healthcare Corporation Delaware Chapin Revenue Cycle Management, LLC Delaware Dakota Imaging LLC Delaware EBS Holdco I, LLC Delaware EBS Holdco II, L |
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| March 16, 2015 |
Emdeon Reports Fourth Quarter and Full Year 2014 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Emdeon Reports Fourth Quarter and Full Year 2014 Results • Fourth Quarter Revenue of $353.4 million and Adjusted EBITDA of $101.7 million • Full Year 2014 Revenue of $1,350.4 million and Adjusted EBITDA of $364.3 million NASHVILLE, Tenn. (March 16, 2014) – Emdeon Inc., a leading provider of healthcare revenue and payment cycle management and clinical information |
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| December 12, 2014 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 3 AMENDMENT NO. 3, dated as of December 12, 2014 (this “Amendment”), to the Credit Agreement dated as of November 2, 2011 as amended on April 24, 2012 and April 25 2013 (and as further amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”) among BEAGLE INTERMEDIATE HOLDINGS, INC., a Delaware |
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| December 12, 2014 |
Form 8-K 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): December 12, 2014 EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34435 20-5799664 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| December 3, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 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): December 3, 2014 (December 2, 2014) EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34435 20-5799664 (State or Other Jurisdiction of Incorporation) ( |
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| December 3, 2014 |
Certain Information to be Provided to Prospective Debt Financing Sources EX-99.2 Exhibit 99.2 Certain Information to be Provided to Prospective Debt Financing Sources Set forth below is certain information included in a presentation to certain third parties in connection with a potential increase in Emdeon Inc.’s (referred to herein as “Emdeon” or the “Company”) outstanding term loan borrowings. Reconciliation of Non-GAAP Financial Measures Reconciliations of Emdeon’s |
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| December 3, 2014 |
Emdeon Announces Proposed Increase in Term Loan EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Emdeon Announces Proposed Increase in Term Loan NASHVILLE, Tenn. (December 2, 2014) – Emdeon Inc., a leading provider of healthcare revenue and payment cycle management and clinical information exchange solutions, today announced its intention to increase its outstanding term loan borrowings by up to $160 million for general corporate purposes, including |
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| November 7, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 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): November 7, 2014 EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34435 20-5799664 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| November 7, 2014 |
EX-4.1 2 d810898dex41.htm EX-4.1 Exhibit 4.1 Supplemental Indenture (this “Supplemental Indenture”), dated as of September 16, 2014, between Capario, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Emdeon Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”). W I T N E S S E |
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| November 7, 2014 |
EX-4.2 3 d810898dex42.htm EX-4.2 Exhibit 4.2 Supplemental Indenture (this “Supplemental Indenture”), dated as of September 16, 2014, between Capario, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Emdeon Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”). W I T N E S S E |
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| November 7, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 Commission file number 1-34435 EMDEON INC. (Exact Name of Registrant as Specified in its Charter) Delaware 20-5799664 (State or Other Jurisdiction of Incorporation or Organization) |
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| November 7, 2014 |
Emdeon Reports Third Quarter 2014 Results EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Emdeon Reports Third Quarter 2014 Results • Revenue of $341.6 million for Third Quarter 2014 • Adjusted EBITDA of $94.1 million for Third Quarter 2014 NASHVILLE, Tenn. (November 7, 2014) – Emdeon Inc., a leading provider of healthcare revenue and payment cycle management and clinical information exchange solutions, today announced financial results for th |
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| November 7, 2014 |
SEPARATION AGREEMENT AND GENERAL RELEASE Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this ?Release?) is made as of September 19, 2014 (the ?Execution Date?) by and between T. Ulrich Brechbuhl, an individual (?Executive?), and Emdeon Business Services LLC, a Delaware limited liability company (?Emdeon?). In consideration of the payments and benefits described in Section 2 below be p |
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| September 19, 2014 |
FORM 8-K 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): September 19, 2014 (September 19, 2014) Emdeon Inc. (Exact name of registrant as specified in its charter) Delaware 1-34435 20-5799664 (State or other jurisdiction of incorpo |
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| August 7, 2014 |
Emdeon Reports Second Quarter 2014 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Emdeon Reports Second Quarter 2014 Results • Revenue of $336.2 million for Second Quarter 2014 • Adjusted EBITDA of $90.3 million for Second Quarter 2014 NASHVILLE, Tenn. (August 7, 2014) – Emdeon Inc., a leading provider of healthcare revenue and payment cycle management and clinical information exchange solutions, today announced financial results for the secon |
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| August 7, 2014 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 7, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K 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): August 7, 2014 EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34435 20-5799664 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 25, 2014 |
Response Letter to SEC Comments on 2013 Form 10-K Emdeon Inc. 3055 Lebanon Pike, Suite 1000 Nashville, Tennessee 37214 July 25, 2014 Via EDGAR and Federal Express Mr. William H. Thompson Accounting Branch Chief Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Emdeon Inc. Form 10-K for the Fiscal Year Ended December 31, 2013 Filed Marc |
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| May 13, 2014 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 Commission file number 333-182786 EMDEON INC. (Exact Name of Registrant as Specified in its Charter) Delaware 20-5799664 (State or Other Jurisdiction of Incorporation |
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| May 13, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d724518d8k.htm FORM 8-K 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): May 13, 2014 EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-182786 20-5799664 (State or Other Jurisdiction of Incorporat |
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| May 13, 2014 |
EX-4.1 2 d722401dex41.htm EX-4.1 Exhibit 4.1 Supplemental Indenture (this “Supplemental Indenture”), dated as of April 8, 2014, between Vieosoft, Inc., a Washington corporation (the “Guaranteeing Subsidiary”), a subsidiary of Emdeon Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”). W I T N E S S E T |
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| May 13, 2014 |
Emdeon Reports First Quarter 2014 Results EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Emdeon Reports First Quarter 2014 Results • Revenue of $319.2 million for First Quarter 2014 • Adjusted EBITDA of $78.3 million for First Quarter 2014 NASHVILLE, Tenn. (May 13, 2014) – Emdeon Inc., a leading provider of healthcare revenue and payment cycle management and clinical information exchange solutions, today announced financial results for the fi |
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| May 13, 2014 |
EX-4.2 3 d722401dex42.htm EX-4.2 Exhibit 4.2 Supplemental Indenture (this “Supplemental Indenture”), dated as of April 8, 2014, between Vieosoft, Inc., a Washington corporation (the “Guaranteeing Subsidiary”), a subsidiary of Emdeon Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”). W I T N E S S E T |
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| March 17, 2014 |
Emdeon Management Bonus Program EX-10.21 Exhibit 10.21 Emdeon Management Bonus Program PURPOSE The purpose of the Emdeon Management Bonus Program (the “Program”) is to provide an incentive to management level employees of Emdeon and its participating subsidiaries (the “Company”) who contribute to the success of the enterprise. The Program offers eligible employees an opportunity to earn compensation in addition to their salaries |
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| March 17, 2014 |
Exhibit 10.20 Execution Version EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is dated February 4, 2014, and is entered into by and between EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company (the “Company”, which shall include its subsidiaries and affiliates), and Randy Giles (“Executive”). WHEREAS, the Company desires to employ Executive as its Executive Vice Pr |
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| March 17, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 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): March 17, 2014 EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-182786 20-5799664 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| March 17, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K 10-K 1 d691102d10k.htm 10-K Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For th |
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| March 17, 2014 |
Emdeon Reports Fourth Quarter and Full Year 2013 Results EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Emdeon Reports Fourth Quarter and Full Year 2013 Results • Fourth Quarter 2013 Revenue of $320.1 million and Adjusted EBITDA of $85.5 million • Full Year 2013 Revenue of $1,242.6 million and Adjusted EBITDA of $324.0 million NASHVILLE, Tenn. (March 17, 2014) – Emdeon Inc., a leading provider of healthcare revenue and payment cycle management and clinical |
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| March 17, 2014 |
Emdeon Inc. 3055 Lebanon Pike, Suite 1000 Nashville, TN 37214 EX-10.15 Exhibit 10.15 Emdeon Inc. 3055 Lebanon Pike, Suite 1000 Nashville, TN 37214 As of February 3, 2014 Bob Newport, Jr. Dear Bob: Reference is made to the employment agreement dated September 14, 2012 by and between you and Emdeon Business Services LLC (the “Company”, which includes its subsidiaries and affiliates) (the “Employment Agreement”). All capitalized terms not defined herein have th |
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| March 17, 2014 |
EX-21.1 Exhibit 21.1 Emdeon Inc. Subsidiaries of the Registrant Entity Name State of Organization Advanced Business Fulfillment, LLC Delaware Chamberlin Edmonds & Associates, Inc. Delaware Chapin Revenue Cycle Management, LLC Delaware Dakota Imaging LLC Delaware EBS Holdco I, LLC Delaware EBS Holdco II, LLC Delaware EBS Master LLC Delaware Emdeon Business Services LLC Delaware Envoy LLC Delaware E |
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| February 5, 2014 |
Form 8-K 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): February 5, 2014 (February 3, 2014) Emdeon Inc. (Exact name of registrant as specified in its charter) Delaware 333-182786 20-5799664 (State or other jurisdiction of incorpor |
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| February 5, 2014 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Emdeon Appoints Randy P. Giles as Executive Vice President, Finance and Announces Chief Financial Officer Transition NASHVILLE, Tenn. – (February 3, 2014) – Emdeon Inc., a leading provider of healthcare revenue and payment cycle management and clinical information exchange solutions, today announced the appointment of Randy P. Giles as Executive Vice Pres |
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| November 22, 2013 |
8-K 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): November 22, 2013 (November 21, 2013) EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-182786 20-5799664 (State or Other Jurisdiction of Incorporati |
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| November 8, 2013 |
EX-4.1 2 d616270dex41.htm EX-4.1 Exhibit 4.1 Supplemental Indenture (this “Supplemental Indenture”), dated as of August 8, 2013, between Goold Health Systems, a Maine corporation (the “Guaranteeing Subsidiary”), a subsidiary of Emdeon Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”). W I T N E S S E |
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| November 8, 2013 |
SEPARATION AGREEMENT AND GENERAL RELEASE EX-10.2 Exhibit 10.2 SEPARATION AGREEMENT AND GENERAL RELEASE THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this “Release”) is made as of the 4th day of October, 2013 by and between George Lazenby, an individual (“Executive”), and Emdeon Business Services LLC, a Delaware limited liability company (“Emdeon”). In consideration of the payments and benefits described in Section 2 below to be provided |
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| November 8, 2013 |
EX-4.2 Exhibit 4.2 Supplemental Indenture (this “Supplemental Indenture”), dated as of August 8, 2013, between Goold Health Systems, a Maine corporation (the “Guaranteeing Subsidiary”), a subsidiary of Emdeon Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”). W I T N E S S E T H WHEREAS, Beagle Acquis |
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| November 8, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 Commission file number 333-182786 EMDEON INC. (Exact Name of Registrant as Specified in its Charter) Delaware 20-5799664 (State or Other Jurisdiction of Incorpora |
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| November 8, 2013 |
Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of on or about September 30, 2013 (the ?Effective Date?), by and between EMDEON BUSINESS SERVICES, LLC, a Delaware limited liability company (the ?Company?, which shall include its subsidiaries and affiliates), and NEIL DE CRESCENZO (?Executive?). WHEREAS, the Company desires to employ Executive as its Chief Executiv |
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| November 8, 2013 |
Emdeon Reports Third Quarter 2013 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Emdeon Reports Third Quarter 2013 Results • Revenue of $323.9 million for Third Quarter 2013 • Adjusted EBITDA of $85.2 million for Third Quarter 2013 NASHVILLE, Tenn. (November 8, 2013) – Emdeon Inc., a leading provider of healthcare revenue and payment cycle management and clinical information exchange solutions, today announced financial results for the third |
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| November 8, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 8-K 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): November 8, 2013 EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-182786 20-5799664 (State or Other Jurisdiction of Incorporation) (Commission File |
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| October 4, 2013 |
Form 8-K 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 4, 2013 (September 30, 2013) Emdeon Inc. (Exact name of registrant as specified in its charter) Delaware 333-182786 20-5799664 (State or other jurisdiction of incorpo |
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| October 4, 2013 |
Emdeon Appoints Neil E. de Crescenzo as President and Chief Executive Officer EX-99.1 2 d607839dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Emdeon Appoints Neil E. de Crescenzo as President and Chief Executive Officer NASHVILLE, Tenn. – (September 30, 2013) – Emdeon Inc., a leading provider of healthcare revenue and payment cycle management and clinical information exchange solutions, today announced the appointment of Neil E. de Crescenzo as president and chief ex |
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| August 12, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 Commission file number 333-182786 EMDEON INC. (Exact Name of Registrant as Specified in its Charter) Delaware 20-5799664 (State or Other Jurisdiction of Incorporation |
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| August 8, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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): August 8, 2013 EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-182786 20-5799664 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 8, 2013 |
Emdeon Reports Second Quarter 2013 Results EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Emdeon Reports Second Quarter 2013 Results • Revenue of $311.5 million for Second Quarter 2013 • Adjusted EBITDA of $77.2 million for Second Quarter 2013 NASHVILLE, Tenn. (August 8, 2013) – Emdeon Inc., a leading provider of healthcare revenue and payment cycle management and clinical information exchange solutions, today announced financial results for t |
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| May 10, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 Commission file number 333-182786 EMDEON INC. (Exact Name of Registrant as Specified in its Charter) Delaware 20-5799664 (State or Other Jurisdiction of Incorporation |
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| May 9, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FORM 8-K 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): May 9, 2013 EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-182786 20-5799664 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 9, 2013 |
Emdeon Reports First Quarter 2013 Results EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Emdeon Reports First Quarter 2013 Results • Revenue of $305.7 million for First Quarter 2013 • Adjusted EBITDA of $76.0 million for First Quarter 2013 NASHVILLE, Tenn. (May 9, 2013) – Emdeon Inc., a leading provider of healthcare revenue and payment cycle management and clinical information exchange solutions, today announced financial results for the fir |
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| April 25, 2013 |
Form 8-K 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): April 25, 2013 EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-182786 20-5799664 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| April 25, 2013 |
EX-10.1 2 d528235dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 2 AMENDMENT NO. 2, dated as of April 25, 2013 (this “Amendment”), to the Credit Agreement dated as of November 2, 2011 as amended on April 24, 2012 (as further amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”) among BEAGLE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“ |
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| April 2, 2013 |
Certain Information to be Provided to Prospective Debt Financing Sources EX-99.2 Exhibit 99.2 Certain Information to be Provided to Prospective Debt Financing Sources Set forth below is the reconciliation of Net Income (Loss) to Adjusted EBITDA and Pro Forma Adjusted EBITDA included in a presentation to certain third parties in connection with a potential re-pricing of a portion of the outstanding indebtedness of Emdeon Inc. (referred to herein as “Emdeon” or the “Comp |
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| April 2, 2013 |
Emdeon Announces Intention to Re-Price its Senior Secured Credit Facilities Exhibit 99.1 FOR IMMEDIATE RELEASE Emdeon Announces Intention to Re-Price its Senior Secured Credit Facilities NASHVILLE, Tenn. (April 1, 2013) - Emdeon Inc., a leading provider of healthcare revenue and payment cycle management and clinical information exchange solutions, today announced its intention to re-price its existing senior secured credit facilities to benefit from current market interes |
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| April 2, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K Form 8-K 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): April 2, 2013 (April 1, 2013) EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-182786 20-5799664 (State or Other Jurisdiction of Incorporation) |
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| March 18, 2013 |
Emdeon Reports Fourth Quarter and Full Year 2012 Results EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Emdeon Reports Fourth Quarter and Full Year 2012 Results • Fourth Quarter 2012 Revenue of $300.7 million and Adjusted EBITDA of $78.7 million • Full Year 2012 Revenue of $1.178 billion and Adjusted EBITDA of $316.4 million NASHVILLE, Tenn. (March 18, 2013) – Emdeon Inc., a leading provider of healthcare revenue and payment cycle management and clinical in |
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| March 18, 2013 |
Exhibit 10.18 INDEMNIFICATION AGREEMENT by and between EMDEON INC. and as Indemnitee Dated as of , 20 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 ARTICLE 2 INDEMNITY IN THIRD-PARTY PROCEEDINGS 5 ARTICLE 3 INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY 5 ARTICLE 4 INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL 6 ARTICLE 5 INDEMNIFICATION FOR EXPENSES OF A |
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| March 18, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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): March 18, 2013 EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-182786 20-5799664 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| March 18, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-182 |
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| March 18, 2013 |
Exhibit 21.1 Emdeon Inc. Subsidiaries of the Registrant Entity Name State of Organization Advanced Business Fulfillment, LLC Delaware Chamberlin Edmonds & Associates, Inc. Delaware Chamberlin Edmonds Holdings, Inc. Delaware Chapin Revenue Cycle Management, LLC Delaware Dakota Imaging LLC Delaware EBS Holdco I, LLC Delaware EBS Holdco II, LLC Delaware EBS Master LLC Delaware Emdeon Business Service |
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| November 30, 2012 |
Form 8-K 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): November 30, 2012 (November 28, 2012) Emdeon Inc. (Exact name of registrant as specified in its charter) Delaware 333-182786 20-5799664 (State or other jurisdiction of incorp |
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| November 13, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 Commission file number 333-182786 EMDEON INC. (Exact Name of Registrant as Specified in its Charter) Delaware 20-5799664 (State or Other Jurisdiction of Incorpora |
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| November 8, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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): November 8, 2012 EMDEON INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-182786 20-5799664 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 8, 2012 |
Emdeon Reports Third Quarter 2012 Results Press Release dated November 8, 2012 Exhibit 99.1 FOR IMMEDIATE RELEASE Emdeon Reports Third Quarter 2012 Results • Revenue of $297.1 million, increased 5.3% over third quarter 2011 • Adjusted EBITDA of $79.2 million, increased 3.3% over third quarter 2011 NASHVILLE, Tenn. (November 8, 2012) – Emdeon Inc., a leading provider of healthcare revenue and payment cycle management and clinical informati |
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| September 20, 2012 |
Emdeon Inc. Offers to Exchange 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-182786 PROSPECTUS Emdeon Inc. Offers to Exchange up to $375,000,000 in aggregate principal amount of 11% Senior Notes due 2019 (the “exchange 2019 notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all outstanding 11% Senior Notes due 2019 (the “outstandin |
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| September 18, 2012 |
CORRESP 1 filename1.htm Emdeon Inc. 3055 Lebanon Pike, Suite 1000 Nashville, Tennessee 37214 September 18, 2012 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4041 Attention: Mara L. Ransom Re: Emdeon Inc. Registration Statement on Form S-4 File No. 333-182786 (the “Registration Statement”) Dear Ms. Ransom: Pursu |
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| September 17, 2012 |
EX-10.16 6 d362823dex1016.htm EXHIBIT 10.16 Exhibit 10.16 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is dated September 14, 2012 (the “Effective Date”), and is entered into by and between EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company (the “Company”, which shall include its subsidiaries and affiliates), and Kevin Mahoney (“Executive”). In consideration of |
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| September 17, 2012 |
SEC response letter Howard H. Lamar III phone: (615) 742-6209 fax: (615) 742-2709 e-mail: [email protected] 150 Third Avenue South, Suite 2800 Nashville, TN 37201 (615) 742-6200 September 17, 2012 Via EDGAR and E-mail Mara L. Ransom, Assistant Director Securities and Exchange Commission Division of Corporation Finance Mail Stop 3010 100 F Street, N.E. Washington, D.C. 20549 Re: Emdeon Inc. Amen |
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| September 17, 2012 |
EX-10.17 7 d362823dex1017.htm EXHIBIT 10.17 Exhibit 10.17 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is dated September 14, 2012 (the “Effective Date”), and is entered into by and between EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company (the “Company”, which shall include its subsidiaries and affiliates), and Sajid Khan (“Executive”). WHEREAS, the Executive |
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| September 17, 2012 |
EX-10.13 4 d362823dex1013.htm EXHIBIT 10.13 Exhibit 10.13 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is dated September 14, 2012 (the “Effective Date”), and is entered into by and between EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company (the “Company”, which shall include its subsidiaries and affiliates), and Bob A. Newport, Jr. (“Executive”). WHEREAS, the E |
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| September 17, 2012 |
EX-10.12 3 d362823dex1012.htm EXHIBIT 10.12 Exhibit 10.12 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the “Agreement”) dated as of on or about September 14, 2012 (the “Effective Date”), by and between EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company (the “Company”, which shall include its subsidiaries and affiliates), and GREGORY T. STEVENS (“Executive”). WHEREAS, the Executive is |
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| September 17, 2012 |
EX-10.18 8 d362823dex1018.htm EXHIBIT 10.18 Exhibit 10.18 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is dated September 14, 2012 (the “Effective Date”), and is entered into by and between EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company (the “Company”, which shall include its subsidiaries and affiliates), and T. Ulrich Brechbühl (“Executive”). WHEREAS, the E |
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| September 17, 2012 |
EX-10.10 2 d362823dex1010.htm EXHIBIT 10.10 Exhibit 10.10 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the “Agreement”) dated as of on or about September 14, 2012 (the “Effective Date”), by and between EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company (the “Company”, which shall include its subsidiaries and affiliates), and GEORGE LAZENBY (“Executive”). WHEREAS, the Executive is par |
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| September 17, 2012 |
Table of Contents As filed with the Securities and Exchange Commission on September 17, 2012 Registration No. |
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| September 17, 2012 |
EX-10.15 5 d362823dex1015.htm EXHIBIT 10.15 Exhibit 10.15 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is dated September 14, 2012 (the “Effective Date”), and is entered into by and between EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company (the “Company”, which shall include its subsidiaries and affiliates), and Gary Stuart (“Executive”). WHEREAS, the Executive |
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| August 29, 2012 |
Howard H. Lamar III phone: (615) 742-6209 fax: (615) 742-2709 e-mail: [email protected] 150 Third Avenue South, Suite 2800 Nashville, TN 37201 (615) 742-6200 August 29, 2012 Via EDGAR and E-mail Mara L. Ransom, Assistant Director Securities and Exchange Commission Division of Corporation Finance Mail Stop 3010 100 F Street, N.E. Washington, D.C. 20549 Re: Emdeon Inc. Registration Statement on F |
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| August 29, 2012 |
Supplemental Response Letter to SEC Comment 1 Emdeon Inc. 3055 Lebanon Pike, Suite 1000 Nashville, Tennessee 37214 August 29, 2012 BY EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Emdeon Inc. Registration Statement on Form S-4 (File No. 333-182786) Ladies and Gentlemen: Emdeon Inc. (the “Issuer”), Advanced Business Fulfillment, LLC, Chamberlin Edmonds & Ass |
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| August 29, 2012 |
S-4/A Table of Contents As filed with the Securities and Exchange Commission on August 29, 2012 Registration No. |
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| August 29, 2012 |
EX-12.1 Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges Predecessor Successor Predecessor Successor Year Ended December 31, Unaudited Unaudited January 1 through November 1, 2011 November 2 through December 31, 2011 Six Months Ended June 30, 2007 2008 2009 2010 2011 2012 Consolidated pretax income from continuing operations $ 35,377 $ 20,500 $ 31,304 $ 65,746 $ (11,381 ) $ (26,878 ) |
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| July 20, 2012 |
EX-99.4 78 d362823dex994.htm EX-99.4 Exhibit 99.4 NOTICE OF GUARANTEED DELIVERY Emdeon Inc. OFFERS TO EXCHANGE UP TO $375,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 11% SENIOR NOTES DUE 2019, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), FOR ANY AND ALL OUTSTANDING 11% SENIOR NOTES DUE 2019 UP TO $375,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 11 1/4% |
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| July 20, 2012 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CHAMBERLIN EDMONDS HOLDINGS, INC. ARTICLE ONE EX-3.7 6 d362823dex37.htm EX-3.7 Exhibit 3.7 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHAMBERLIN EDMONDS HOLDINGS, INC. ARTICLE ONE The name of the corporation is Chamberlin Edmonds Holdings, Inc. ARTICLE TWO The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its regis |
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| July 20, 2012 |
ARTICLES OF ORGANIZATION ELECTRONIC RX NETWORK, LLC EX-3.27 26 d362823dex327.htm EX-3.27 Exhibit 3.27 FILED In the Office of the Secretary of State of Texas MAR 29 2001 Corporations Section ARTICLES OF ORGANIZATION OF ELECTRONIC RX NETWORK, LLC I, the undersigned natural person of the age of eighteen (18) years or more, acting as the organizer of a limited liability company (the “Company”) under the Texas Limited Liability Company Act (the “Act”), |
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| July 20, 2012 |
CERTIFICATE OF FORMATION ENVOY LLC EX-3.23 22 d362823dex323.htm EX-3.23 Exhibit 3.23 CERTIFICATE OF FORMATION OF ENVOY LLC This Certificate of Formation of Envoy LLC (the “Limited Liability Company”), dated October 27, 2006, is being duly executed and filed by Charles A. Mele, as an authorized person to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-201 et seq.) (the “DLLCA”). The u |
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| July 20, 2012 |
LIMITED LIABILITY COMPANY AGREEMENT EMDEON FUTUREVISION LLC EX-3.22 21 d362823dex322.htm EX-3.22 Exhibit 3.22 LIMITED LIABILITY COMPANY AGREEMENT OF EMDEON FUTUREVISION LLC THIS LIMITED LIABILITY COMPANY AGREEMENT OF EMDEON FUTUREVISION LLC (this “LLC Agreement”), dated as of January 26, 2010, is adopted and agreed to by the Sole Member (as defined below) of Emdeon Future Vision LLC, a Delaware limited liability company (the “Company”). ARTICLE I FORMATION |
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| July 20, 2012 |
EX-3.17 Exhibit 3.17 State of Delaware Secretary of State Division of Corporations Delivered 12:45 PM 09/20/2006 FILED 12:43 PM 09/20/2006 SRV 060866567—4222592 FILE CERTIFICATE OF FORMATION OF EBS MASTER LLC This Certificate of Formation of EBS Master LLC (the “Limited Liability Company”), dated September 20, 2006, is being duly executed and filed by Alexis Lamb, as an authorized person to form a |
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| July 20, 2012 |
Emdeon Management Bonus Program EX-10.21 70 d362823dex1021.htm EX-10.21 Emdeon Management Bonus Program PURPOSE The purpose of the Emdeon Management Bonus Program (the “Program”) is to provide an incentive to management level employees of Emdeon and its participating subsidiaries (the “Company”) who contribute to the success of the enterprise. The Program offers eligible employees an opportunity to earn compensation in addition |
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| July 20, 2012 |
EX-3.20 19 d362823dex320.htm EX-3.20 Exhibit 3.20 LIMITED LIABILITY COMPANY AGREEMENT of EMDEON BUSINESS SERVICES LLC, dated and effective as of October 20, 2006 (this “Agreement”). EBS Master LLC, a Delaware limited liability company (the “Member”), has formed Emdeon Business Services LLC, a Delaware limited liability company (the “Company”), pursuant to the provisions of the Delaware Limited Lia |
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| July 20, 2012 |
LIMITED LIABILITY COMPANY AGREEMENT EBS HOLDCO II, LLC EX-3.16 15 d362823dex316.htm EX-3.16 Exhibit 3.16 LIMITED LIABILITY COMPANY AGREEMENT OF EBS HOLDCO II, LLC This Limited Liability Company Agreement (this “Agreement”) of EBS Holdco II, LLC, a Delaware limited liability company, dated as of July 29, 2009, is adopted and entered into by Emdeon, Inc., a Delaware corporation, as its sole member (the “Member”). The Member has formed a limited liabilit |
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| July 20, 2012 |
LIMITED LIABILITY COMPANY AGREEMENT ENVOY LLC EX-3.24 23 d362823dex324.htm EX-3.24 Exhibit 3.24 LIMITED LIABILITY COMPANY AGREEMENT OF ENVOY LLC This Limited Liability Company Agreement (the “Agreement”) of ENVOY LLC (the “Company”) is made and effective as of October 27, 2006 (the “Effective Date”). 1. Formation of the Company. The Company has been formed as a limited liability company pursuant to the provisions of the Delaware Limited Liabi |
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| July 20, 2012 |
EX-3.43 42 d362823dex343.htm EX-3.43 Exhibit 3.43 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATION FILED 06:44 PM 12/27/2001 010672349 - 34 74853 CERTIFICATE OF INCORPORATION OF MEDIFAX-EDI HOLDINGS, INC. FIRST: The name of the Corporation is Medifax-EDI Holdings, Inc. (the “Corporation”). SECOND: The registered office of the Corporation in the State of Delaware is located at 300 Delaw |
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| July 20, 2012 |
BY-LAWS CHAMBERLIN EDMONDS HOLDINGS, INC. EX-3.8 7 d362823dex38.htm EX-3.8 Exhibit 3.8 BY-LAWS OF CHAMBERLIN EDMONDS HOLDINGS, INC. 1. MEETINGS OF STOCKHOLDERS. 1.1 Annual Meeting. The annual meeting of stockholders for the purposes of electing directors and transacting such other business as may come before it shall be held each year at such date, time and place, either within or without the State of Delaware, as may be determined by the |
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| July 20, 2012 |
FORM S-4 Table of Contents As filed with the Securities and Exchange Commission on July 20, 2012 Registration No. |
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| July 20, 2012 |
Joinder Agreement to Registration Rights Agreement EX-4.8 Exhibit 4.8 EXECUTION VERSION Joinder Agreement to Registration Rights Agreement WHEREAS, Beagle Acquisition Corp., a Delaware corporation (“Beagle”), and the Initial Purchasers (as defined in the Registration Rights Agreement referenced below) heretofore executed and delivered a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), providing for |
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| July 20, 2012 |
EX-5.3 Exhibit 5.3 July 20, 2012 Emdeon Inc. 3055 Lebanon Pike Suite 1000 Nashville, TN 37214 Re: eRx Network, L.L.C. Ladies and Gentlemen: We have acted as special Texas counsel to eRx Network, L.L.C., a Texas limited liability company (the “Texas Guarantor”), to provide this legal opinion to you in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by Emd |
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| July 20, 2012 |
EX-4.5 Exhibit 4.5 EXECUTION VERSION Supplemental Indenture (this “Supplemental Indenture”), dated as of November 2, 2011, among Emdeon Inc., a Delaware corporation (the “Issuer”), the Guarantors listed on the signature pages hereto (the “Guarantors”) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”). W I T N E S S E T H WHEREAS, Beagle Acquisit |
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| July 20, 2012 |
CERTIFICATE OF INCORPORATION MEDIFAX-EDI HOLDING COMPANY EX-3.41 40 d362823dex341.htm EX-3.41 Exhibit 3.41 CERTIFICATE OF INCORPORATION OF MEDIFAX-EDI HOLDING COMPANY 1. NAME The name of the corporation is MediFAX-EDI Holding Company (the “Corporation”). 2. PURPOSE AND NATURE OF BUSINESS 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 Delaware. The Cor |
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| July 20, 2012 |
LIMITED LIABILITY COMPANY AGREEMENT ADVANCED BUSINESS FULFILLMENT, LLC EX-3.4 3 d362823dex34.htm EX-3.4 Exhibit 3.4 LIMITED LIABILITY COMPANY AGREEMENT OF ADVANCED BUSINESS FULFILLMENT, LLC This Limited Liability Company Agreement (the “Agreement”) of Advanced Business Fulfillment, LLC (the “Company”) is made and effective as of December 31, 2004 (the “Effective Date”). 1. Formation of the Company. Envoy Corporation, a Delaware corporation (the “Member”), hereby form |
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| July 20, 2012 |
STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION EX-3.31 30 d362823dex331.htm EX-3.31 Exhibit 3.31 State of Delaware Secretary of State Division or Corporations Delivered 01:09 PM 03/22/2010 FILED 01:05 PM 03/22/2010 SRV 100302432—4802309 FILE STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION First: The name of the limited liability company is , Healthcare Technology Management Services LLC Second: The address of its registere |
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| July 20, 2012 |
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT EBS MASTER LLC EX-3.18 17 d362823dex318.htm EX-3.18 Exhibit 3.18 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EBS MASTER LLC This Eighth Amended and Restated Limited Liability Company Agreement (this “Agreement”) of EBS Master LLC (the “Company”) is entered into effective as of the 2nd day of November, 2011, by and among the Company, Emdeon Inc. (“Emdeon”), EBS Holdco I, LLC (“Holdco I”), and EBS |
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| July 20, 2012 |
EX-10.4 65 d362823dex104.htm EX-10.4 Exhibit 10.4 EXECUTION SECURITY AGREEMENT dated as of November 2, 2011 among THE GRANTORS IDENTIFIED HEREIN and BANK of AMERICA, N.A., as Administrative Agent TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01 Credit Agreement 1 SECTION 1.02 Other Defined Terms 1 ARTICLE II Pledge of Securities SECTION 2.01 Pledge 4 SECTION 2.02 Delivery of the Pledged E |
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| July 20, 2012 |
EX-10.3 64 d362823dex103.htm EX-10.3 Exhibit 10.3 AMENDMENT NO. 1 AMENDMENT NO. 1, dated as of April 24, 2012 (this “Amendment”), to the Credit Agreement dated as of November 2, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”) among BEAGLE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), EMDEON INC., a Delaware |
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| July 20, 2012 |
EX-3.49 48 d362823dex349.htm EX-3.49 Exhibit 3.49 State of Delaware Secretary of State Division of Corporations Delivered 01:51 PM 04/28/2009 FILED 01:51 PM 04/28/2009 SRV 090404962—4678596 FILE CERTIFICATE OF FORMATION OF THE SENTINEL GROUP SERVICES LLC This Certificate of Formation of The Sentinel Group Services LLC is to be filed with the Secretary of State of the State of Delaware pursuant to |
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| July 20, 2012 |
EX-4.4 53 d362823dex44.htm EX-4.4 Table of Contents Exhibit 4.4 INDENTURE Dated as of November 2, 2011 Among BEAGLE ACQUISITION CORP., as the Issuer, to be merged with and into EMDEON INC., as the surviving entity, the Guarantors from time to time party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 11 1/4% SENIOR NOTES DUE 2020 Table of Contents CROSS-REFERENCE TABLE* Trust Indentu |
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| July 20, 2012 |
EX-4.3 52 d362823dex43.htm EX-4.3 Exhibit 4.3 Supplemental Indenture (this “Supplemental Indenture”), dated as of July 10, 2012, between TC3 Health, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Emdeon Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”). W I T N E S S E T |
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| July 20, 2012 |
EX-4.2 51 d362823dex42.htm EX-4.2 Exhibit 4.2 Supplemental Indenture (this “Supplemental Indenture”), dated as of November 2, 2011, among Emdeon Inc., a Delaware corporation (the “Issuer”), the Guarantors listed on the signature pages hereto (the “Guarantors”) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”). W I T N E S S E T H WHEREAS, Beagle |
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| July 20, 2012 |
EX-3.6 Exhibit 3.6 BYLAWS OF CHAMBERLIN EDMONDS & ASSOCIATES, INC. Table of Contents Page Article I OFFICES i 1.1 Registered Office i 1.2 Other Offices i Article II MEETINGS OF STOCKHOLDERS i 2.1 Annual Meetings i 2.2 Special Meetings i 2.3 Place of Meeting i 2.4 Notice of Meetings ii 2.5 Quorum iii 2.6 Voting iii 2.7 Consent Of Stockholders In Lieu Of Meeting iv 2.8 List of Stockholders v 2.9 Jud |
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| July 20, 2012 |
[Remainder of page intentionally left blank] EX-10.1 62 d362823dex101.htm EX-10.1 Exhibit 10.1 EXECUTION COPY This TRANSACTION AND ADVISORY FEE AGREEMENT (this “Agreement”) is dated as of November 2, 2011, and is between Beagle Parent Corp., a Delaware corporation (the “Company”), Beagle Intermediate Holdings, Inc., a Delaware corporation (“Intermediate Holdings”), Beagle Acquisition Corp., a Delaware corporation (“Merger Sub”) (which will m |
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| July 20, 2012 |
LIMITED LIABILITY COMPANY AGREEMENT EBS HOLDCO I, LLC EX-3.14 13 d362823dex314.htm EX-3.14 Exhibit 3.14 LIMITED LIABILITY COMPANY AGREEMENT OF EBS HOLDCO I, LLC This Limited Liability Company Agreement (this “Agreement”) of EBS Holdco I, LLC, a Delaware limited liability company, dated as of July 29, 2009, is adopted and entered into by Emdeon, Inc., a Delaware corporation, as its sole member (the “Member”). The Member has formed a limited liability |
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| July 20, 2012 |
CERTIFICATE OF FORMATION EBS HOLDCO II, LLC EX-3.15 14 d362823dex315.htm EX-3.15 Exhibit 3.15 State of Delaware Secretary of State Division of Corporations Delivered 03:03 PM 07/29/2009 FILED 02:59 PM 07/29/2009 SRV 090737673—4714831 FILE CERTIFICATE OF FORMATION OF EBS HOLDCO II, LLC The undersigned, an authorized natural person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of |
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| July 20, 2012 |
THIRD AMENDED AND RESTATED OPERATING AGREEMENT AND REGULATIONS OF ERX NETWORK, L.L.C. EX-3.28 27 d362823dex328.htm EX-3.28 Exhibit 3.28 THIRD AMENDED AND RESTATED OPERATING AGREEMENT AND REGULATIONS OF ERX NETWORK, L.L.C. THIS THIRD AMENDED AND RESTATED OPERATING AGREEMENT AND REGULATIONS OF ERX NETWORK, L.L.C. (this “Limited Liability Company Agreement”), dated as of July 2, 2009, is adopted and agreed to by the Sole Member (as defined below) of eRx Network, L.L.C., a Texas limite |
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| July 20, 2012 |
EX-3.29 28 d362823dex329.htm EX-3.29 Exhibit 3.29 State of Delaware Secretary of State Division of Corporations Delivered 09:07 AM 10/31/2006 FILED 09:07 AM 10/31/2006 SRV 060996869—4243494 FILE CERTIFICATE OF FORMATION OF EXPRESSBILL LLC This Certificate of Formation of ExpressBill LLC (the “Limited Liability Company”), dated October 31, 2006, is being duly executed and filed by Charles A. Mele, |
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| July 20, 2012 |
Delivered 03:38 PM 12/13/2004 FILED 03:09 PM 12/13/2004 SRV 040899194—3895317 FILE EX-3.3 2 d362823dex33.htm EX-3.3 Exhibit 3.3 State of Delaware Secretary of State Division or Corporations Delivered 03:38 PM 12/13/2004 FILED 03:09 PM 12/13/2004 SRV 040899194—3895317 FILE CERTIFICATE OF FORMATION OF ABF MERGER CO., LLC The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the |
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| July 20, 2012 |
EX-3.30 29 d362823dex330.htm EX-3.30 Exhibit 3.30 LIMITED LIABILITY COMPANY AGREEMENT of EXPRESSBILL LLC, dated and effective as of October 31, 2006 (this “Agreement”). Emdeon Business Services LLC, a Delaware limited liability company (the “Member”), has formed ExpressBill LLC, a Delaware limited liability company (the “Company”), pursuant to the provisions of the Delaware Limited Liability Compa |
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| July 20, 2012 |
LIMITED LIABILITY COMPANY AGREEMENT MEDE AMERICA OF OHIO LLC EX-3.38 37 d362823dex338.htm EX-3.38 Exhibit 3.38 LIMITED LIABILITY COMPANY AGREEMENT OF MEDE AMERICA OF OHIO LLC This Limited Liability Company Agreement (the “Agreement”) of MedE America of Ohio LLC (the “Company”) is made and effective as of October 31, 2006 (the “Effective Date”). 1. Formation of the Company. The Company has been formed as a limited liability company pursuant to the provisions |
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| July 20, 2012 |
EX-99.1 75 d362823dex991.htm EX-99.1 Exhibit 99.1 LETTER OF TRANSMITTAL Emdeon Inc. OFFERS TO EXCHANGE UP TO $375,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 11% SENIOR NOTES DUE 2019, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), FOR ANY AND ALL OUTSTANDING 11% SENIOR NOTES DUE 2019 UP TO $375,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 11 1/4% SENIOR N |
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| July 20, 2012 |
EX-99.2 Exhibit 99.2 Emdeon Inc. OFFERS TO EXCHANGE UP TO $375,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 11% SENIOR NOTES DUE 2019, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), FOR ANY AND ALL OUTSTANDING 11% SENIOR NOTES DUE 2019 UP TO $375,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 11 1/4% SENIOR NOTES DUE 2020, WHICH HAVE BEEN REGISTERED UNDER THE |
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| July 20, 2012 |
EX-99.3 77 d362823dex993.htm EX-99.3 Exhibit 99.3 Emdeon Inc. OFFERS TO EXCHANGE UP TO $375,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 11% SENIOR NOTES DUE 2019, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), FOR ANY AND ALL OUTSTANDING 11% SENIOR NOTES DUE 2019 UP TO $375,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 11 1/4% SENIOR NOTES DUE 2020, WHICH H |
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| July 20, 2012 |
MEDIFAX-EDI HOLDINGS, INC. ARTICLE I EX-3.44 43 d362823dex344.htm EX-3.44 Exhibit 3.44 MEDIFAX-EDI HOLDINGS, INC. BY-LAWS ARTICLE I STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board |
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| July 20, 2012 |
EX-3.40 39 d362823dex340.htm EX-3.40 Exhibit 3.40 BYLAWS Bylaws for the regulation, except as otherwise provided by statute or its Articles of Incorporation, of Medi, Inc. (a California corporation) ARTICLE I CORPORATE OFFICES Section 1. PRINCIPAL EXECUTIVE OFFICE. The principal executive office of the corporation is hereby fixed and located at: 241 Lombard Street Thousand Oaks, California 91360 T |
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| July 20, 2012 |
AMENDED AND RESTATED ARTICLES OF INCORPORATION MEDI, INC. ARTICLE I EX-3.39 38 d362823dex339.htm EX-3.39 Exhibit 3.39 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MEDI, INC. ARTICLE I NAME The name of the corporation is Medi, Inc. ARTICLE II PURPOSES The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust compan |
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| July 20, 2012 |
EX-3.33 32 d362823dex333.htm EX-3.33 Exhibit 3.33 CHARTER OF IXT SOLUTIONS, INC. The undersigned, acting as the incorporator of a corporation under the Tennessee Business Corporation Act (the “Act”), adopts the following charter for such corporation: 1. The name of the corporation (hereinafter called the “Corporation”) is: IXT Solutions, Inc. 2. The Corporation is for profit. 3. The duration of th |
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| July 20, 2012 |
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT EQUICLAIM, LLC EX-3.26 25 d362823dex326.htm EX-3.26 Exhibit 3.26 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EQUICLAIM, LLC THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EQUICLAIM, LLC (this “LLC Agreement”), dated as of May 4, 2011, is adopted and agreed to by the Sole Member (as defined below) of EquiClaim, LLC, a Delaware limited liability company (the “Company”). This LLC A |
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| July 20, 2012 |
CERTIFICATE OF FORMATION EBS HOLDCO I, LLC EX-3.13 12 d362823dex313.htm EX-3.13 Exhibit 3.13 State of Delaware Secretary of State Division of Corporations Delivered 03:03 PM 07/29/2009 FILED 02:58 PM 07/29/2009 SRV 090737664—4714829 FILE CERTIFICATE OF FORMATION OF EBS HOLDCO I, LLC The undersigned, an authorized natural person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of t |
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| July 20, 2012 |
EX-3.19 Exhibit 3.19 State of Delaware Secretary of State Division of Corporations Delivered 10:18 AM 10/20/2006 FILED 10:18 AM 10/20/2006 SRV 060963748—4237148 FILE CERTIFICATE OF FORMATION OF EMDEON BUSINESS SERVICES LLC This Certificate of Formation of Emdeon Business Services LLC (the “Limited Liability Company”), dated October 20, 2006, is being duly executed and filed by Charles A. Mele, as |
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| July 20, 2012 |
LIMITED LIABILITY COMPANY AGREEMENT HEALTHCARE TECHNOLOGY MANAGEMENT SERVICES LLC EX-3.32 31 d362823dex332.htm EX-3.32 Exhibit 3.32 LIMITED LIABILITY COMPANY AGREEMENT OF HEALTHCARE TECHNOLOGY MANAGEMENT SERVICES LLC THIS LIMITED LIABILITY COMPANY AGREEMENT OF HEALTHCARE TECHNOLOGY MANAGEMENT SERVICES LLC (this “LLC Agreement”), dated as of March 24, 2010, is adopted and agreed to by the Sole Member (as defined below) of Healthcare Technology Management Services LLC, a Delaware |
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| July 20, 2012 |
BYLAWS IXT SOLUTIONS, INC. (the “Corporation”) ARTICLE I. EX-3.34 33 d362823dex334.htm EX-3.34 Exhibit 3.34 BYLAWS OF IXT SOLUTIONS, INC. (the “Corporation”) ARTICLE I. OFFICES The Corporation may have such offices, either within or without the State of Tennessee, as the Board of Directors may designate or as the business of the Corporation may require from time to time. ARTICLE II SHAREHOLDERS’ MEETING 2.1 Annual Meetings. The annual meeting of sharehol |
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| July 20, 2012 |
EX-10.6 67 d362823dex106.htm EX-10.6 Table of Contents Exhibit 10.6 EXECUTION COPY AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (REORGANZATIONS) among EMDEON INC., H&F ITR HOLDCO, L.P., BEAGLE PARENT LLC, and GA-H&F ITR HOLDCO, L.P. Dated as of November 2, 2011 Table of Contents TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1. Definitions 2 ARTICLE II DETERMINATION OF CERTAIN REALIZED |
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| July 20, 2012 |
ARTICLES OF CONVERSION MEDIFAX-EDI LLC EX-3.45 44 d362823dex345.htm EX-3.45 Exhibit 3.45 ARTICLES OF CONVERSION OF MEDIFAX-EDI LLC These Articles of Conversion are being filed in accordance with the conversion of MediFAX-EDI, Inc., a Tennessee corporation (the “Corporation”), into MediFAX-EDI, LLC, a Tennessee limited liability company. The principal address of MediFAX-EDI, Inc. was 1283 Murfreesboro Road Nashville, Tennessee 37217. At |
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| July 20, 2012 |
EX-4.1 50 d362823dex41.htm EX-4.1 Exhibit 4.1 INDENTURE Dated as of November 2, 2011 Among BEAGLE ACQUISITION CORP., as the Issuer, to be merged with and into EMDEON INC., as the surviving entity, the Guarantors from time to time party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 11.00% SENIOR NOTES DUE 2019 CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310( |
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| July 20, 2012 |
EX-4.6 55 d362823dex46.htm EX-4.6 Exhibit 4.6 Supplemental Indenture (this “Supplemental Indenture”), dated as of July 10, 2012, between TC3 Health, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Emdeon Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”). W I T N E S S E T |
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| July 20, 2012 |
EX-4.9 58 d362823dex49.htm EX-4.9 Exhibit 4.9 Emdeon Inc. $375,000,000 11 1/4% Senior Notes due 2020 REGISTRATION RIGHTS AGREEMENT dated November 2, 2011 TABLE OF CONTENTS Page 1. DEFINITIONS 1 2. EXCHANGE OFFER 5 3. SHELF REGISTRATION 9 4. ADDITIONAL INTEREST 10 5. REGISTRATION PROCEDURES 11 6. REGISTRATION EXPENSES 19 7. INDEMNIFICATION AND CONTRIBUTION 20 8. RULES 144 AND 144A 24 9. UNDERWRITTE |
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| July 20, 2012 |
LIMITED LIABILITY COMPANY AGREEMENT THE SENTINEL GROUP SERVICES LLC EX-3.50 49 d362823dex350.htm EX-3.50 Exhibit 3.50 LIMITED LIABILITY COMPANY AGREEMENT OF THE SENTINEL GROUP SERVICES LLC THIS LIMITED LIABILITY COMPANY AGREEMENT OF THE SENTINEL GROUP SERVICES LLC (this “LLC Agreement”), dated as of April 28, 2009, is adopted and agreed to by the Sole Member (as defined below) of The Sentinel Group Services LLC, a Delaware limited liability company (the “Company”) |
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| July 20, 2012 |
TC3 HEALTH, INC. AMENDED AND RESTATED BYLAWS Adopted May 4, 2012 ARTICLE 1. EX-3.48 47 d362823dex348.htm EX-3.48 Exhibit 3.48 TC3 HEALTH, INC. ************* AMENDED AND RESTATED BYLAWS ************* Adopted May 4, 2012 ARTICLE 1. OFFICES 1.01. Registered Office. The corporation shall maintain a registered office and shall have a registered agent whose business office is the same as the registered office. 1.02. Principal Executive Office. The principal office of the corpor |
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| July 20, 2012 |
EX-3.37 36 d362823dex337.htm EX-3.37 Exhibit 3.37 State of Delaware Secretary of State Division of Corporations Delivered 01:19 PM 10/30/2006 FILED 01:19 PM 10/30/2006 SRV 060993378—4243089 FILE CERTIFICATE OF FORMATION OF MEDE AMERICA OF OHIO LLC This Certificate of Formation of MedE America of Ohio LLC (the “Limited Liability Company”), dated October 30, 2006, is being duly executed and filed by |
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| July 20, 2012 |
EX-3.25 24 d362823dex325.htm EX-3.25 Exhibit 3.25 State of Delaware Secretary of State Division of Corporations Delivered 11:01 AM 05/03/2011 FILED 11:01 AM 05/03/2011 SRV 110484195—4570679 FILE STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE OF FORMATION OF EQUICLAIM, LLC Pursuant to Title 6, Chapter 18, Sections 201 and 204 of the Delaware Code This Certificate of Formation of EquiClaim, |
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| July 20, 2012 |
FIRST AMENDMENT TO TAX RECEIVABLE AGREEMENT (MANAGEMENT) EX-10.9 69 d362823dex109.htm EX-10.9 Exhibit 10.9 FIRST AMENDMENT TO TAX RECEIVABLE AGREEMENT (MANAGEMENT) This First Amendment (the “Amendment”) dated as of November 2, 2011 to the Tax Receivable Agreement (Management) dated as of August 17, 2009 (the “Tax Receivable Agreement”), is by and among Emdeon, Inc., a Delaware corporation (the “Corporate Taxpayer”) and the Equity Plan Members (as define |
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| July 20, 2012 |
EX-4.7 56 d362823dex47.htm EX-4.7 Exhibit 4.7 EXECUTION VERSION Emdeon Inc. $375,000,000 11% Senior Notes due 2019 REGISTRATION RIGHTS AGREEMENT dated November 2, 2011 TABLE OF CONTENTS Page 1. DEFINITIONS 1 2. EXCHANGE OFFER 5 3. SHELF REGISTRATION 8 4. ADDITIONAL INTEREST 10 5. REGISTRATION PROCEDURES 11 6. REGISTRATION EXPENSES 18 7. INDEMNIFICATION AND CONTRIBUTION 20 8. RULES 144 AND 144A 23 |
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| July 20, 2012 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TC3 HEALTH, INC. ARTICLE ONE EX-3.47 46 d362823dex347.htm EX-3.47 Exhibit 3.47 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TC3 HEALTH, INC. ARTICLE ONE The name of the corporation is TC3 Health, Inc. ARTICLE TWO The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address i |
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| July 20, 2012 |
EX-3.21 20 d362823dex321.htm EX-3.21 Exhibit 3.21 State of Delaware Secretary of State Division of Corporations Delivered 01:03 PM 01/26/2010 FILED 12:54 PM 01/26/2010 SRV 100072813—4781214 FILE STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION First: The name of the limited liability company is Emdeon FutureVision LLC. Second: The address of its registered office in the State o |
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| July 20, 2012 |
EX-3.11 10 d362823dex311.htm EX-3.11 Exhibit 3.11 State of Delaware Secretary of State Division of Corporations Delivered 02:56 PM 10/25/2006 FILED 02:56 PM 10/25/2006 SRV 060980464—4234911 FILE CERTIFICATE OF FORMATION OF DAKOTA IMAGING LLC This Certificate of Formation of Dakota Imaging LLC (the “Limited Liability Company”, dated October 25,2006, is being duly executed and filed by Charles A. Me |
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| July 20, 2012 |
EX-25.1 74 d362823dex251.htm EX-25.1 Exhibit 25.1 File No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specif |
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| July 20, 2012 |
EX-21.1 72 d362823dex211.htm EX-21.1 Exhibit 21.1 Subsidiaries Name Jurisdiction of Organization Advanced Business Fulfillment, LLC Delaware Chamberlin Edmonds & Associates, Inc. Delaware Chamberlin Edmonds Holdings, Inc. Delaware Chapin Revenue Cycle Management, LLC Delaware Dakota Imaging LLC Delaware EBS Holdco I, LLC Delaware EBS Holdco II, LLC Delaware EBS Master LLC Delaware Emdeon Business |
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| July 20, 2012 |
MEDIFAX-EDI HOLDING COMPANY Adopted on June 5, 2001 Article I EX-3.42 41 d362823dex342.htm EX-3.42 Exhibit 3.42 MEDIFAX-EDI HOLDING COMPANY BYLAWS Adopted on June 5, 2001 Article I OFFICES 1.01 Registered Office. The Corporation shall maintain a registered office and shall have a registered agent whose business office is the same as the registered office. 1.02 Principal Executive Office. The principal office of the Corporation shall be at the principal place |
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| July 20, 2012 |
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 10:25 AM 02/12/1998 EX-3.35 34 d362823dex335.htm EX-3.35 Exhibit 3.35 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 10:25 AM 02/12/1998 981055661—2852482 CERTIFICATE OF FORMATION OF KINETRA LLC This Certificate of Formation of Kinetra LLC (the “Limited Liability Company”), has been duly executed and is being filed by the underaigned authorized person to form a limited liability company under the |
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| July 20, 2012 |
EX-10.5 66 d362823dex105.htm EX-10.5 Exhibit 10.5 STOCKHOLDERS’ AGREEMENT BY AND AMONG BEAGLE PARENT CORP. BEAGLE INTERMEDIATE HOLDINGS, INC. BEAGLE ACQUISITION CORP. AND THE SPONSORS, OTHER INVESTORS AND MANAGERS NAMED HEREIN DATED AS OF NOVEMBER 2, 2011 TABLE OF CONTENTS ARTICLE I DEFINITIONS 5 Section 1.1 Definitions 5 Section 1.2 Other Interpretive Provisions 17 ARTICLE II REPRESENTATIONS AND |
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| July 20, 2012 |
EX-12.1 Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges Predecessor Successor Predecessor Successor Unaudited Unaudited Year Ended December 31, January 1 through November 1, November 2 through December 31, Three Months Ended March 31, 2007 2008 2009 2010 2011 2011 2011 2012 (In thousands) Consolidated pretax income (loss) from continuing operations $ 35,377 $ 20,500 $ 31,304 $ 65,74 |
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| July 20, 2012 |
OPERATING AGREEMENT OF KINETRA LLC, A DELAWARE LIMITED LIABILITY COMPANY EX-3.36 35 d362823dex336.htm EX-3.36 Exhibit 3.36 OPERATING AGREEMENT OF KINETRA LLC, A DELAWARE LIMITED LIABILITY COMPANY THIS OPERATING AGREEMENT (this “Agreement”) of Kinetra LLC, a Delaware limited liability company (the “Company”), is entered into as of February 1, 2000 and shall constitute the “limited liability company agreement” of the Company within the meaning of Section 18-101(7) of the |
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| July 20, 2012 |
EX-3.46 45 d362823dex346.htm EX-3.46 Exhibit 3.46 OPERATING AGREEMENT OF MEDIFAX-EDI, LLC a Tennessee Limited Liability Company OPERATING AGREEMENT OF MEDIFAX-EDI, LLC This OPERATING AGREEMENT (the “Agreement”) of MediFAX-EDI, LLC (the “Company”) is effective as of December 22, 2003 (the “Agreement Date”). Formation of Limited Liability Company. MediFAX-EDI Holding Company, a Delaware corporation |
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| July 20, 2012 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CHAMBERLIN EDMONDS & ASSOCIATES, INC. ARTICLE ONE EX-3.5 4 d362823dex35.htm EX-3.5 Exhibit 3.5 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHAMBERLIN EDMONDS & ASSOCIATES, INC. ARTICLE ONE The name of the corporation is Chamberlin Edmonds & Associates, Inc. ARTICLE TWO The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of i |
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| July 20, 2012 |
EX-3.9 8 d362823dex39.htm EX-3.9 Exhibit 3.9 STATE OF DELAWARE SECREATARY OF STATE DIVISION OF CORPORATIONS FILED 04:30 PM 12/26/2002 020801097—3607761 CERTIFICATE OF FORMATION OF CHAPIN REVENUE CYCLE MANAGEMENT, LLC 1. The name of the Limited Liability Company is Chapin Revenue Cycle Management, LLC. 2. The address of the Limited Liability Company’s registered office in the State of Delaware is C |
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| July 20, 2012 |
EX-10.2 63 d362823dex102.htm EX-10.2 Exhibit 10.2 Published CUSIP Number: 29084UAA9 $1,349,000,000 CREDIT AGREEMENT Dated as of November 2, 2011 Among BEAGLE INTERMEDIATE HOLDINGS, INC., as Holdings, EMDEON INC., as the Parent Borrower, THE OTHER BORROWERS PARTY HERETO THE GUARANTORS PARTY HERETO FROM TIME TO TIME BANK OF AMERICA, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as L/C Issuer |
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| July 20, 2012 |
EX-10.7 68 d362823dex107.htm EX-10.7 Exhibit 10.7 EXECUTION COPY AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (EXCHANGES) among EMDEON INC., H&F ITR HOLDCO, L.P., BEAGLE PARENT LLC, and GA-H&F ITR HOLDCO, L.P. Dated as of November 2, 2011 Table of Contents Page ARTICLE I DEFINITIONS 3 Section 1.1. Definitions 3 ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT 10 Section 2.1. Basis Adjustm |
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| July 20, 2012 |
LIMITED LIABILITY COMPANY AGREEMENT CHAPIN REVENUE CYCLE MANAGEMENT, LLC EX-3.10 9 d362823dex310.htm EX-3.10 Exhibit 3.10 LIMITED LIABILITY COMPANY AGREEMENT OF CHAPIN REVENUE CYCLE MANAGEMENT, LLC THIS LIMITED LIABILITY COMPANY AGREEMENT OF CHAPIN REVENUE CYCLE MANAGEMENT, LLC (this “LLC Agreement”), dated as of June 25, 2010, is adopted and agreed to by the Sole Member (as defined below) of Chapin Revenue Cycle Management, LLC, a Delaware limited liability company (t |
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| July 20, 2012 |
LIMITED LIABILITY COMPANY AGREEMENT DAKOTA IMAGING LLC EX-3.12 11 d362823dex312.htm EX-3.12 Exhibit 3.12 LIMITED LIABILITY COMPANY AGREEMENT OF DAKOTA IMAGING LLC This Limited Liability Company Agreement (the “Agreement”) of DAKOTA IMAGING LLC (the “Company”) is made and effective as of October 26, 2006 (the “Effective Date”). 1. Formation of the Company. Envoy Corporation, a Delaware corporation (the “Member”) has formed the Company as a limited liab |
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| February 10, 2012 |
EM / Emdeon Inc. / GENERAL ATLANTIC LLC - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 eh120021113ga1-emdeon.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Emdeon Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 29084T104 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this St |
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| January 6, 2012 |
EM / Emdeon Inc. / SOROS FUND MANAGEMENT LLC Passive Investment SC 13G/A 1 formsc13ga-emdeon.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* EMDEON INC. (Name of Issuer) Class A common stock, par value $0.00001 per share (Title of Class of Securities) 29084T104 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the a |
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| November 14, 2011 |
Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34435 EMDEON INC. (Exact name of registrant as specified in its c |
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| November 9, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 Commission file number 001-34435 EMDEON INC. (Exact Name of Registrant as Specified in its Charter) Delaware 20-5799664 (State or Other Jurisdiction of Incorporat |
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| November 3, 2011 |
As filed with the Securities and Exchange Commission on November 3, 2011 As filed with the Securities and Exchange Commission on November 3, 2011 Registration No. |
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| November 3, 2011 |
As filed with the Securities and Exchange Commission on November 3, 2011 As filed with the Securities and Exchange Commission on November 3, 2011 Registration No. |
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| November 2, 2011 |
FIRST AMENDMENT TO TAX RECEIVABLE AGREEMENT (MANAGEMENT) First Amendment to Tax Receivable Agreement Exhibit (d)(10) FIRST AMENDMENT TO TAX RECEIVABLE AGREEMENT (MANAGEMENT) This First Amendment (the “Amendment”) dated as of November 2, 2011 to the Tax Receivable Agreement (Management) dated as of August 17, 2009 (the “Tax Receivable Agreement”), is by and among Emdeon, Inc. |
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| November 2, 2011 |
STATE of DELAWARE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION EMDEON INC. Second Amended and Restated Certificate of Incorporation Exhibit 3.1 STATE of DELAWARE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EMDEON INC. ONE: The name of this Corporation is Emdeon Inc. TWO: The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 2, 2008. THREE: The Corporation’s Amended and Restated |
