SEC Filings

10-Q
ENVISION HEALTHCARE CORP filed this Form 10-Q on 11/03/2017
Entire Document
 

Part II

Item 1. Legal Proceedings
 
There have been no material changes during the nine months ended September 30, 2017 to the legal proceedings we previously described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Item 1ARisk Factors
 
There have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 other than disclosed below.

Risks Related to Our Business

Risks and Uncertainties Related to our Review of Strategic Alternatives. On October 31, 2017, we announced that our Board, in consultation with management and financial and legal advisors, had unanimously decided to initiate a full review of a broad range of strategic alternatives to enhance shareholder value. There can be no assurance that this review will result in a transaction or other strategic alternative of any kind, or that if such transaction or other strategic alternative does occur, that it will successfully enhance shareholder value. In addition, the pendency of this strategic review exposes us to certain risks and uncertainties, including potential risks and uncertainties in retaining and attracting employees during the review process, the diversion of management’s time to the strategic review, and risks and uncertainties with respect to suppliers, clients and other business relationships, all of which could negatively affect our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
 
 
 
 
 
 
 
 
(d) Maximum Number
 
 
 
 
 
 
 
 
(or Approximate Dollar
 
 
(a) Total
 
 
 
(c) Total Number of
 
Value) of Shares (or
 
 
Number of
 
(b) Average
 
Shares (or Units)
 
Units) That May Yet
 
 
Shares
 
Price Paid
 
Purchased as Part of
 
Be Purchased Under
 
 
(or Units) 
 
per Share
 
Publicly Announced
 
the Plans or Programs
Period
 
Purchased (1)
 
(or Unit)
 
Plans or Programs
 
(in millions) (2)
July 1, 2017 through July 31, 2017
 

 
$

 

 
$

August 1, 2017 through August 31, 2017
 
5,244

 
61.77

 

 

September 1, 2017 through September 30, 2017
 
128

 
51.52

 

 
250.0

Total
 
5,372

 
$
56.26

 

 
$
250.0

 
(1)
During the three months ended September 30, 2017, we repurchased 5,372 shares with a value of approximately $0.3 million to cover payroll withholding taxes in connection with the vesting of restricted stock awards under the Envision Healthcare Corporation 2014 Equity and Incentive Plan.

(2)
On September 17, 2017, the Board authorized a stock repurchase program that authorizes the Company to repurchase up to $250 million of its common stock. See Management's Discussion & Analysis - Liquidity and Capital Resources for further discussion of this authorization.

Item 3. Defaults Upon Senior Securities
 
None.

Item 4. Mine Safety Disclosures
 
Not applicable.

Item 5. Other Information
 
None.

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