UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 24, 2017 (May 18, 2017)

IASIS HEALTHCARE LLC

(Exact Name of Registrant as Specified in Charter)


Delaware	333-117362	20-1150104
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

117 Seaboard Lane, Building E Franklin, Tennessee		37067
(Address of Principal Executive Offices)		(Zip Code)

(615) 844-2747

(Registrant’s 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):

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On May 18, 2017, IASIS Healthcare Corporation (the parent of IASIS Healthcare LLC) (“Parent”) agreed to be acquired by Steward Health Care System LLC (“Steward”) in a merger transaction (the “Acquisition”). In connection with Steward’s financing for the Acquisition, on May 18, 2017, Parent and certain of its subsidiaries (the “Real Property Sellers”) entered into a Real Property Asset Purchase Agreement (the “APA”) with affiliates of Medical Properties Trust, Inc. (“MPT”). Pursuant to the APA, immediately prior to closing of the Acquisition, the Real Property Sellers will sell (the “Real Property Sale” and, together with the Acquisition, the “Transactions”) to MPT substantially all of the hospital real estate of Parent and its subsidiaries. The Acquisition (and Real Property Sale) are subject to regulatory and other customary approvals and conditions. Closing of the Transactions is expected to occur in the third calendar quarter of 2017.

Item 7.01 Regulation FD Disclosure

IASIS Healthcare LLC (the “Company”) issued a press release regarding the Transactions, which such press release is furnished herewith as Exhibit 99.1.

Forward-Looking Statements

Some of the statements we make in this press release are forward-looking within the meaning of the federal securities laws, which are intended to be covered by the safe harbors created thereby. Those forward-looking statements include all statements that are not historical statements of fact and those regarding the Company’s intent, belief or expectations including, but not limited to, future financial and operating results the Company’s ability to consummate the Transactions, the Company’s plans, objectives, expectations and other statements that are not historical facts. Forward-looking statements involve known and unknown risks and uncertainties that may cause actual results in future periods to differ materially from those anticipated in the forward-looking statements. Important risks and uncertainties include that the Transactions remain subject to regulatory approvals, closing conditions and other terms and conditions contained within the definitive agreements for the Transactions, which may result in failure to close the Transactions in the timeframe we expect or at all. These additional risk factors and uncertainties are more fully described in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016, as filed with the Securities and Exchange Commission. Although we believe that the assumptions underlying the forward-looking statements contained in this press release are reasonable, any of these assumptions could prove to be inaccurate, and, therefore, there can be no assurance that the forward-looking statements included in this press release will prove to be accurate. In light of the significant uncertainties inherent in the forward looking statements included herein, you should not regard the inclusion of such information as a representation by the Company or any other person that the Company’s objectives and plans will be achieved. We undertake no obligation to publicly release any revisions to any forward-looking statements contained herein to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.		Description

99.1		Press Release dated May 19, 2017.

SIGNATURES

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.


	IASIS HEALTHCARE LLC

Date: May 24, 2017
	By:	/s/ John M. Doyle
		John M. Doyle
		Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

99.1		Press Release dated May 19, 2017.

IASIS Healthcare LLC 8-K