CHARLOTTE, N.C., Oct. 3, 2014 (GLOBE NEWSWIRE) -- Premier, Inc. (Nasdaq:PINC) today announced that it has filed a resale shelf registration statement on Form S-3 with the Securities and Exchange Commission (SEC) on behalf of the selling stockholders named therein. The filing was made pursuant to a registration rights agreement entered into by Premier and the limited partners of Premier Healthcare Alliance, LP (Premier LP) in connection with Premier's October 2013 initial public offering (IPO).
The prospectus included in the registration statement relates to the possible resale from time to time by Premier's member-owner stockholders named in the filing of up to 111,866,539 shares of Premier Class A common stock that may be issued in exchange for Class B common units of Premier LP over a seven-year period, beginning October 31, 2014. During this period, holders of Class B common units will generally have the annual cumulative right to exchange up to one-seventh of their initial allocation of Class B common units on a one-for-one basis for shares of Premier Class A common stock. The cumulative exchange right is effective each October 31st and can be exercised on a quarterly basis. As of the date of the prospectus, the shares covered by the registration statement represent the full amount of Class A common stock that holders of Class B common units have the right to receive over the next seven years.
As of the date of the prospectus, approximately 4.7 million Class A common shares are identified in the registration statement as eligible for resale on October 31, 2014. Pursuant to Premier's contractual obligations related to the IPO, the company is currently evaluating the merits of an underwritten company directed offering.
Premier is not registering any primary shares to sell on its behalf and will not receive any proceeds from the sale of any Class A common shares by the selling stockholders.
The registration statement has been filed with the SEC but has not yet become effective. Shares of Premier's Class A common stock may not be sold nor may offers to buy be accepted prior to the time that the registration statement becomes effective. This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of shares of Premier's Class A common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state. A prospectus with respect to the offering of shares under the registration statement, when available, may be obtained from the office of the Corporate Secretary of Premier, Inc., 13034 Ballantyne Corporate Place, Charlotte, NC 28277.
About Premier, Inc.
Premier, Inc. (Nasdaq:PINC) is a leading healthcare improvement company, uniting an alliance of approximately 3,000 U.S. hospitals and 110,000 other providers to transform healthcare. With integrated data and analytics, collaboratives, supply chain solutions, and advisory and other services, Premier enables better care and outcomes at a lower cost. Premier, a Malcolm Baldrige National Quality Award recipient, plays a critical role in the rapidly evolving healthcare industry, collaborating with members to co-develop long-term innovations that reinvent and improve the way care is delivered to patients nationwide. Headquartered in Charlotte, N.C., Premier is passionate about transforming American healthcare.
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