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~~April 157, 2016

Truven Holding Corp.		Truven Health Analytics Inc.
(Exact name of registrant parent guarantor as specified in its charter)		(Exact name of registrant parent guarantor as specified in its charter)

Delaware		45-5164353		Delaware		06-1467923
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)		(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 Phoenix Drive

Ann Arbor, Michigan 48108

(734) 913 -3000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

N/A

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

~~Redemption~~On April 7, 2016, International Business Machines Corporation, a New York corporation (“Buyer”), completed its purchase of all of the ~~Notes~~outstanding ~~and~~common ~~Discharge~~stock of Truven Holding Corp., a Delaware corporation (“Holdco”), from VCPH Holdings LLC, a Delaware limited liability company (“Seller”) pursuant to the ~~Indenture~~previously announced Stock Purchase Agreement dated February 17, 2016, by and among Buyer, Seller, Veritas Capital Fund IV, L.P., a Delaware limited partnership, The Veritas Capital Fund III, L.P., a Delaware limited partnership, and CIPH Holdings LLC, a Delaware limited liability company (such transaction, the “Stock Purchase”).

AsIn ~~previously~~connection ~~reported~~with the completion of the Stock Purchase, on ~~February~~April 187, 2016, Holdco and Truven Health Analytics Inc. (“~~Truven~~Opco”) deposited funds in an amount sufficient to pay all outstanding principal, accrued interest and ~~Truven~~applicable ~~Holding~~redemption ~~Corp.~~premiums ~~(“Holdco”)~~with ~~notified~~the Bank of New York Mellon Trust Company, N.A., ~~(the~~in ~~“Trustee”)~~order ~~of Truven’s optional election~~ to redeem all ~~of the~~ outstanding ~~principal amount of the~~ 10.625% Senior Notes due 2020 ~~issued by Truven~~ (the “Notes”) ~~pursuant~~on toApril 14, ~~that~~2016, ~~certain~~thereby ~~Indenture,~~satisfying ~~dated~~and ~~June 6,~~discharging ~~2012~~all of the obligations of Holdco, ~~among~~Opco ~~Truven~~and the guarantors under the indenture governing the Notes. Accordingly, Holdco and ~~the~~Opco ~~Trustee~~are (no longer required to file periodic reports with the Securities and Exchange Commission (“~~Indenture~~SEC”) and intend to file a Form 15 with the SEC.

On ~~March~~ 15April 8, 2016, ~~Truven~~Opco ~~delivered~~issued ~~to the Trustee~~ a ~~revised~~press ~~notice~~release ofannouncing ~~Truven’s optional election to redeem~~ the ~~$367.2~~satisfaction ~~million aggregate principal amount~~ of the ~~Notes outstanding, which superseded the notice of~~ redemption ~~delivered~~condition onfor ~~February 18,~~all ~~2016,~~outstanding ~~and instructed the Trustee to provide the revised notice of such optional redemption to the holders of the~~ Notes ~~in accordance with the terms of the Indenture. Truven’s optional redemption remains conditioned on the occurrence of the closing of the sale by VCPH Holdings LLC~~, a ~~Delaware~~copy ~~limited liability company (“Seller”), and purchase by International Business Machines Corporation, a New York corporation (“Buyer”),~~ of ~~the~~which ~~sole~~is ~~outstanding~~attached ~~share~~as ~~of common stock, par value $0~~Exhibit 99.011 ~~per~~hereto ~~share, of Holdco (such transaction, the “Stock Purchase”). Truven expects the satisfaction~~ and ~~discharge~~is ofincorporated ~~the~~herein ~~Notes to occur on the anticipated closing date of the Stock Purchase, in accordance with the terms of that certain Stock Purchase Agreement, dated February 17, 2016,~~ by ~~and among Buyer, Seller, The Veritas Capital Fund IV, L~~reference.P., a Delaware limited partnership, The Veritas Capital Fund III, L.P., a Delaware limited partnership, and CIPH Holdings LLC, a Delaware limited liability company. This Current Report on Form 8-K does not constitute a notice of redemption of the Notes.

~~Forward~~Item ~~Looking~~9.01 Financial Statements and Exhibits.

Certain statements in this document regarding the Stock Purchase, the expected timetable for completing the Stock Purchase, benefits and synergies of the Stock Purchase, future opportunities for the combined company and products and any other statements regarding Truven’s future expectations, beliefs, goals, or prospects constitute forward-looking statements made within the meaning of Section 21E of the Exchange Act (~~collectively, “forward-looking statements”~~d). Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the parties’ ability to consummate the Stock Purchase and Truven’s ability to redeem the Notes; the satisfaction of the conditions to the completion of the Stock Purchase, including the receipt of the regulatory approvals required for the Stock Purchase, which may not be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Stock Purchase; Truven is subject to intense competition and increased competition is expected in the future; the volatility of the international marketplace; and the other factors described in Truven’s Annual Report on Form ~~10-K for the fiscal year ended December 31, 2014 and in its most recent quarterly report filed with the SEC~~Exhibits. Truven assumes no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

2The following exhibit is filed herewith:

~~SIGNATURES~~Exhibit 99.1 Press Release, dated April 8, 2016.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2

TRUVEN HOLDING CORP.		TRUVEN HEALTH ANALYTICS INC.
(Registrant)		(Registrant)
By:	/s/ ANDRA K. HELLER	By:	/s/ ANDRA K. HELLER
Andra K. Heller, General Counsel and Secretary		Andra K. Heller, General Counsel and Secretary
Date: March 15, 2016		Date: March 15, 2016

SIGNATURES

3Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUVEN HOLDING CORP.	TRUVEN HEALTH ANALYTICS INC.

(Registrant)	(Registrant)

By:	/s/ ANDRA K. HELLER	By:	/s/ ANDRA K. HELLER
Andra K. Heller, General Counsel and Secretary		Andra K. Heller, General Counsel and Secretary
Date: April 8, 2016		Date: April 8, 2016

Filing Compare · Truven Health Analytics Inc.