As filed with the Securities and Exchange Commission on February 9, 2017

 

Registration No. 333-204883

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

  

 

 

Team Health Holdings, Inc.

(Exact name of registrant as specified in its charter)

  

 

 

Delaware
(State or other jurisdiction of
incorporation or organization)
36-4276525
(I.R.S. Employer
Identification No.)

 

 

 

265 Brookview Centre Way

Suite 400

Knoxville, Tennessee 37919

Tel: (865) 693-1000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

  

 

 

c/o Steven E. Clifton

Executive Vice President, General Counsel and Corporate Secretary

265 Brookview Centre Way, Suite 400

Knoxville, Tennessee 37919

Tel: (865) 693-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

  

 

 

Copy to:

 

Joshua N. Korff, Esq.

Michael Kim, Esq.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

(212) 446-4800

  

 

 

Approximate date of commencement of proposed sale to the public : Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Check one:

 

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨

 

 

 

 

  

EXPLANATORY NOTE

 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment No. 1 (this “ Post-Effective Amendment ”) relates to the Registration Statement of Team Health Holdings, Inc. (the “ Company ”) on Form S-3 (Registration No. 333-204883) (the “ Registration Statement ”), which was filed with the Securities and Exchange Commission (the “ SEC ”) on June 11, 2015.

 

On February 6, 2017, pursuant to an Agreement and Plan of Merger, dated as of October 30, 2016, by and among the Registrant, Tennessee Parent, Inc., a Delaware corporation (“ Parent ”), and Tennessee Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), Merger Sub merged with and into the Registrant (the “ Merger ”), with the Registrant surviving the Merger as a wholly owned subsidiary of Parent. As a result of the Merger, the Company has terminated all offerings of securities pursuant to the Registration Statement.

 

In connection with the Merger and other transactions contemplated by the Merger Agreement, and in accordance with an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all securities of the Company registered pursuant to the Registration Statement that remain unsold as of the date hereof, if any.

 

 

 

  

SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Knoxville, State of Tennessee, on this 9th day of February, 2017.

 

  TEAM HEALTH HOLDINGS, INC.
     
  By: /s/ Steven E. Clifton
    Steven E. Clifton
    Executive Vice President, General Counsel and Corporate Secretary

 

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

 

 

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