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Actionable news in TMH: TEAM HEALTH HOLDINGS Inc,

Prospectuses and communications, business combinations




Washington, D.C. 20549



Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 20, 2015


(Exact Name of Registrant as Specified in Charter)

(615) 665-1283

(Registrants Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

In connection with the Proposal (as defined and described below) announced by AmSurg Corp. (AmSurg) on October 20, 2015, AmSurg will present information to shareholders of Team Health Holdings, Inc. (Team Health), AmSurg and/or other persons. A copy of a presentation regarding the Proposal, which was made available by AmSurg on October 20, 2015, is attached hereto as Exhibit 99.2 and is available on AmSurgs website at under the heading Investors.

Also attached hereto as Exhibit 99.3 is AmSurgs letter to Dr. Lynn Massingale, Chairman of the Board of Directors of Team Health, dated October 12, 2015, which included a highly confident letter issued to AmSurg by each of Guggenheim Securities LLC and J.P. Morgan Securities LLC, respectively, regarding the ability to finance the Proposal. The Board of Directors of Team Health declined to engage in discussions with AmSurg regarding the Proposal.

The presentation and letter are being furnished under Item 7.01 and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section.

On October 20, 2015, AmSurg issued a press release announcing a proposal to combine with Team Health in a stock-and-cash merger at a fixed exchange ratio of 0.768x, which will result in a pro forma 50/50 ownership of the combined company (the Proposal). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The description contained herein of the Proposal and the transactions contemplated thereby is not complete and is qualified in its entirety by reference to the press release.

Forward-Looking Statements

Information set forth herein includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding AmSurgs proposed business combination transaction with Team Health (including financing of the proposed transaction and the benefits, results, effects and timing of a transaction), all statements regarding AmSurgs (and AmSurgs and Team Healths combined) expected future financial position, results of operations, cash flows, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, and statements containing the words such as anticipate, approximate, believe, plan, estimate, expect, project, could, would, should, will, intend, may, potential, and other similar expressions. Statements herein concerning the business outlook or future economic...