Основная статистика
| CIK | 1045829 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Vanguard Health Systems Inc
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| October 11, 2013 |
15-12B 1 d608978d1512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF THE DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-35204 VANGUARD HEALTH SYSTEMS, IN |
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| October 4, 2013 |
VHS / Vanguard Health Systems Inc / Blackstone Holdings III L.P. - SC 13G/A Passive Investment SC 13G/A 1 d607938dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Vanguard Health Systems, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 922036 207 (CUSIP Number) October 1, 2013 (Date of Event which Requires Filing of this Statement) |
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| October 3, 2013 |
EXHIBIT 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Vanguard Health Systems, Inc., a Delaware corporation, and further agrees that this Joint F |
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| October 3, 2013 |
SC 13G/A 1 dp41109sc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Vanguard Health Systems, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 922036207 (CUSIP Number) October 1, 2013 (Date of Event which Requires Filing of this Stateme |
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| October 1, 2013 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 14, 2013, pursuant to the provisions of Rule 12d2-2 (a). |
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| October 1, 2013 |
EX-10.2 5 ex-1028xkx10113.htm EXHIBIT 10.2 Exhibit 10.2 NONCOMPETITION AGREEMENT This Noncompetition Agreement (this “Noncompetition Agreement”), dated as of September 30, 2013, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”) and Bradley A. Perkins (the “Executive”). WHEREAS, the Company desires to secure certain confidentiality and noncompetition restr |
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| October 1, 2013 |
EX-3.2 3 ex-328xk10113.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS of VANGUARD HEALTH SYSTEMS, INC. (a Delaware corporation) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Certificate of Incorporation of the Corporation. Section 1.2 Other Offices. The Corporation may also have offices in such other places within or withou |
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| October 1, 2013 |
Exhibit 10.3 NONCOMPETITION AGREEMENT This Noncompetition Agreement (this “Noncompetition Agreement”), dated as of September 30, 2013, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”) and Timothy M. Petrikin (the “Executive”). WHEREAS, the Company desires to secure certain confidentiality and noncompetition restrictions on the Executive from and after th |
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| October 1, 2013 |
EXHIBIT 10.119 ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM ADMINISTRATION DIVISION OF BUSINESS AND FINANCE SECTION A. CONTRACT AMENDMENT 1.AMENDMENT NO: 1 2. CONTRACT NO: YH14-0001 3. EFFECTIVE DATE OF AMENDMENT: October 1, 2013 4. PROGRAM DHCM - ACUTE 5. CONTRACTOR'S NAME AND ADDRESS: Phoenix Health Plan 7878 N. 16th St., Suite 105 Phoenix, AZ 85020 6. PURPOSE: To amend the Contract for the term |
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| October 1, 2013 |
Registration No. 333-175118 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vanguard Health Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 62-1698183 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification N |
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| October 1, 2013 |
AMENDMENT NO. [_]1 [AMENDED AND RESTATED]2 EMPLOYMENT AGREEMENT Exhibit 10.1 AMENDMENT NO. []1 TO [AMENDED AND RESTATED]2 EMPLOYMENT AGREEMENT This Amendment No. []3 (this "Amendment") dated as of , is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the "Company"), and (the "Executive"). WHEREAS, the Company and the Executive executed a certain [Amended and Restated]4 Employment Agreement (the "Employment Agreement") dated as of []5, |
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| October 1, 2013 |
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) October 1, 2013 (October 1, 2013) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of inc |
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| October 1, 2013 |
Exhibit 10.118 ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM ADMINISTRATION DIVISION OF BUSINESS AND FINANCE SECTION A. CONTRACT AMENDMENT 1. AMENDMENT NUMBER: 21 2. CONTRACT NO.: YH09-0001 3. EFFECTIVE DATE OF AMENDMENT: August 1, 2013 4. PROGRAM DHCM - ACUTE 5. CONTRACTOR'S NAME AND ADDRESS: 6. PURPOSE: To amend Section C, Definitions, Section D, Program Requirements, including Cost Settlement for |
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| October 1, 2013 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VANGUARD HEALTH SYSTEMS, INC. ARTICLE I NAME OF CORPORATION The name of the Corporation (the “Corporation”) is: Vanguard Health Systems, Inc. ARTICLE II REGISTERED OFFICE The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, DE 19801, and the name of its registered agent a |
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| October 1, 2013 |
VHS / Vanguard Health Systems Inc / TENET HEALTHCARE CORP - AMENDMENT Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vanguard Health Systems, Inc. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 922036 207 (CUSIP Number) Paul A. Castanon Vice President, Deputy General Counsel and Corporate Secretary Tenet Healthcare Corporation 1 |
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| October 1, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fil |
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| October 1, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Vanguard Health Systems, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 922036 207 (CUSIP Number) October 1, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| September 12, 2013 |
Entry into a Material Definitive Agreement - 8-K 8-K 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) September 12, 2013 (September 6, 2013) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdicti |
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| August 27, 2013 |
DEFA14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement þ Definitiv |
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| August 20, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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): August 19, 2013 VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of incorporation) (Comm |
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| August 20, 2013 |
EXHIBIT 10.114 ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM ADMINISTRATION DIVISION OF BUSINESS AND FINANCE SECTION A: CONTRACT 1. AMENDMENT NUMBER: 20 2. CONTRACT NO.: YH09-0001-07 EFFECTIVE DATE OF AMENDMENT: October 1, 2012 4. PROGRAM DHCM - ACUTE 5. CONTRACTOR'S NAME AND ADDRESS: VHS Phoenix Health Plan, LLC 7878 N. 16th St., Suite 105 Phoenix, AZ 85020 6.PURPOSE OF AMENDMENT: To allow for paym |
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| August 20, 2013 |
Vanguard Health Systems Reports Fourth Quarter and Year End Fiscal 2013 Results EXHIBIT 99.1 Vanguard Health Systems Reports Fourth Quarter and Year End Fiscal 2013 Results NASHVILLE, Tenn. - August 19, 2013 - Vanguard Health Systems, Inc. (NYSE: VHS) today announced financial and operating results for its fourth fiscal quarter and year ended June 30, 2013. Fourth Quarter Fiscal 2013 Key Metrics (all percentage changes compare Q4 FY2013 to Q4 FY2012): Consolidated and Same St |
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| August 20, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35204 |
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| August 20, 2013 |
EX-21.1 4 ex-2112013630x10k.htm EXHIBIT 21.1 EXHIBIT 21.1 (Except where indicated by a number in parentheses after the name of the subsidiary below, the Company owns 100% of the equity interests in such subsidiary, directly or indirectly) Doing Business As Subsidiaries Incorporated or Organized in the State of Delaware (If different from corporate name) Abrazo Medical Group Urgent Care, LLC Abrazo |
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| August 20, 2013 |
EXHIBIT 12.1 Vanguard Health Systems, Inc. Computation of Ratios of Earnings to Fixed Charges (unaudited) (dollars in millions) Year ended Year ended Year ended Year ended Year ended June 30, 2009 June 30, 2010 June 30, 2011 June 30, 2012 June 30, 2013 EARNINGS: Income (loss) from continuing operations before income taxes $ 48.9 $ (58.4 ) $ 6.1 $ 78.6 $ 109.8 Equity method income (0.8 ) (0.9 ) (0. |
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| August 19, 2013 |
Form 8-K 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) August 19, 2013 (August 13, 2013) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdicti |
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| July 26, 2013 |
DEFM14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 10, 2013 |
PREM14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 10, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Vanguard Health Systems, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 922036207 (CUSIP Number) June 30, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| June 28, 2013 |
VHS / Vanguard Health Systems Inc / TENET HEALTHCARE CORP - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Vanguard Health Systems, Inc. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 922036 207 (CUSIP Number) Paul A. Castanon Vice President, Deputy General Counsel and Corporate Secretary Tenet Healthcare Corpora |
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| June 24, 2013 |
8-K 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) June 24, 2013 (June 24, 2013) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of inc |
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| June 24, 2013 |
Exhibit 99.2 News Release Tenet to Acquire Vanguard Health Systems for $21 per share in Cash Expands Tenet’s Total Ownership to 79 Hospitals and 157 Outpatient Facilities Diversifies Geographic Footprint to 16 States, Including Two New Markets in Texas Increases Expected Benefit from Affordable Care Act Builds Conifer’s Position in Fast-Growing Business Services Sector Creates $100 Million-$200 Mi |
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| June 24, 2013 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among TENET HEALTHCARE CORPORATION, ORANGE MERGER SUB, INC. and VANGUARD HEALTH SYSTEMS, INC. Dated as of June 24, 2013 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Certificate of Incorporation; Bylaws 2 Section 1.6 Dire |
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| June 24, 2013 |
EX-99.1 Exhibit 99.1 VOTING AGREEMENT VOTING AGREEMENT, dated as of June 24, 2013 (this “Agreement”), by and among Tenet Healthcare Corporation, a Nevada corporation (“Parent”), and the stockholders of the Company listed on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”). W I T N E S S E T H: WHEREAS, Parent, Orange Merger Sub, Inc., a Delaware corporation and a whol |
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| May 2, 2013 |
EXHIBIT 10.2 Janice K. Brewer, Governor Thomas J. Betlach, Director 801 East Jefferson, Phoenix, AZ 8503-1 PO Box 25520, Phoenix, AZ 85002 Phone: 602-417-4000 www.azahcccs.gov Our first care is your health care ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM April 17, 2013 Nancy Novick Chief Executive Officer Phoenix Health Plan 7878 N 16th Street, #105 Phoenix, Arizona 85020 SUBJECT: GSA 12, Capped C |
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| May 2, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 1, 2013 |
EXHIBIT 99.3 VANGUARD HEALTH SYSTEMS, INC. Calculation of Certain Financial Covenants under Senior Secured Credit Agreement March 31, 2013 ($ presented in millions, unaudited) Trailing twelve months ended Interest Coverage Ratio: March 31, 2013 Adjusted EBITDA(1) $ 554.8 Add: Equity method cash distributions received 1.5 Add: Franchise tax expense 0.3 Add: Gross interest income recognized 0.9 Add: |
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| May 1, 2013 |
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): April 30, 2013 VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of incorporation) (Commi |
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| May 1, 2013 |
Vanguard Health Systems Reports Third Quarter Fiscal 2013 Results Fiscal 2013 Outlook Updated EXHIBIT 99.1 Vanguard Health Systems Reports Third Quarter Fiscal 2013 Results Fiscal 2013 Outlook Updated NASHVILLE, Tenn. - April 30, 2013 - Vanguard Health Systems, Inc. (NYSE: VHS) today announced financial and operating results for its third fiscal quarter of 2013. Third Quarter Fiscal 2013 Key Metrics (all percentage changes compare Q3 FY2013 to Q3 FY2012): Consolidated and Same Store: • Net |
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| May 1, 2013 |
EXHIBIT 99.2 VANGUARD HEALTH SYSTEMS, INC. Supplementary Financial Information Adjusted EBITDA Margin Presentation of Most Directly Comparable GAAP Financial Measure (Net Income Attributable to Vanguard Health Systems, Inc. Stockholders Margin) and Reconciliation of Adjusted EBITDA Margin to Net Income Attributable to Vanguard Health Systems, Inc. Stockholders Margin ($ presented in millions, unau |
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| April 2, 2013 |
Financial Statements and Exhibits, Other Events - 8-K 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) April 2, 2013 (April 1, 2013) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of incorpo |
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| April 2, 2013 |
Vanguard Health Systems’ Phoenix Health Plan Subsidiary Accepts a Capped Contract in Maricopa County Exhibit 99.1 Vanguard Health Systems’ Phoenix Health Plan Subsidiary Accepts a Capped Contract in Maricopa County April 1, 2013 - Nashville, Tennessee - Vanguard Health Systems, Inc. (NYSE: VHS) (the “Company”) today announced that its Phoenix, Arizona health plan subsidiary, VHS Phoenix Health Plan, LLC (“PHP”), agreed with the Arizona Health Care Cost Containment System (“AHCCCS”) on the general |
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| March 25, 2013 |
Vanguard Health Systems Receives Arizona Medicaid Agency Contract Award Notification Exhibit 99.1 Vanguard Health Systems Receives Arizona Medicaid Agency Contract Award Notification NASHVILLE, Tenn. - March 24, 2013 - Vanguard Health Systems, Inc. (NYSE: VHS) (the “Company”) today announced that its Phoenix, Arizona health plan subsidiary, VHS Phoenix Health Plan, LLC (“PHP”), received a letter from the Arizona Health Care Cost Containment System (“AHCCCS”) on Friday March 22, 20 |
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| March 25, 2013 |
Financial Statements and Exhibits, Other Events - 8-K 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 25, 2013 (March 22, 2013) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of incor |
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| March 19, 2013 |
Exhibit 10.1 AMENDMENT No. 1, dated as of March 14, 2013 (this “Amendment”), to the Credit Agreement dated as of January 29, 2010, among VANGUARD HEALTH HOLDING COMPANY II, LLC, a Delaware limited partnership (the “Borrower”), VANGUARD HEALTH HOLDING COMPANY I, LLC, a Delaware limited liability company , the several banks and other financial institutions or entities from time to time parties to th |
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| March 19, 2013 |
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 19, 2013 (March 14, 2013) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of incor |
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| March 5, 2013 |
VIA EDGAR March 5, 2013 Mr. Jim B. Rosenberg Senior Assistant Chief Accountant Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Vanguard Health Systems, Inc. Form 10-K for the Fiscal Year Ended June 30, 2012 Filed August 24, 2012 File No. 001-35204 Dear Mr. Rosenberg: On behalf of Vanguard Health Systems, Inc. (the “Compan |
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| February 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Vanguard Health Systems, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 922036207 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic |
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| February 14, 2013 |
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) February 14, 2013 (February 8, 2013) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of |
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| February 14, 2013 |
POWER OF ATTORNEY EXHIBIT 6 POWER OF ATTORNEY Know all by these presents that the undersigned hereby makes, constitutes and appoints James H. |
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| February 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vanguard Health Systems, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 922036 207 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 14, 2013 |
EX-99.4 3 d487565dex994.htm POWER OF ATTORNEY EXHIBIT 4 POWER OF ATTORNEY Know all by these presents that the undersigned hereby makes, constitutes and appoints James H. Spalding, Phillip W. Roe, Gary D. Willis and John J. Faldetta, Jr., or any of them signing singly, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, plac |
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| February 14, 2013 |
JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0. |
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| February 14, 2013 |
EXHIBIT 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Vanguard Health Systems, Inc., a Delaware corporation, and further agrees that this Joint F |
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| February 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vanguard Health Systems, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 922036207 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 14, 2013 |
Amendment # 1 to Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 1, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number |
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| January 31, 2013 |
EXHIBIT 99.2 VANGUARD HEALTH SYSTEMS, INC. Supplementary Financial Information Adjusted EBITDA Margin Presentation of Most Directly Comparable GAAP Financial Measure (Net Income (Loss) Attributable to Vanguard Health Systems, Inc. Stockholders Margin) and Reconciliation of Adjusted EBITDA Margin to Net Income (Loss) Attributable to Vanguard Health Systems, Inc. Stockholders Margin ($ presented in |
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| January 31, 2013 |
Vanguard Health Systems Reports Second Quarter Fiscal 2013 Results EXHIBIT 99.1 Vanguard Health Systems Reports Second Quarter Fiscal 2013 Results NASHVILLE, Tenn. - January 30, 2013 - Vanguard Health Systems, Inc. (NYSE: VHS) today announced financial and operating results for its second fiscal quarter of 2013. Second Quarter Fiscal 2013 Key Metrics (all percentage changes compare Q2 FY2013 to Q2 FY2012): Consolidated and Same Store: • Net income attributable to |
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| January 31, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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): January 30, 2013 VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of incorporation) (Com |
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| January 31, 2013 |
EXHIBIT 99.3 VANGUARD HEALTH SYSTEMS, INC. Calculation of Certain Financial Covenants under Senior Secured Credit Agreement December 31, 2012 ($ presented in millions, unaudited) Trailing twelve months ended Interest Coverage Ratio: December 31, 2012 Adjusted EBITDA(1) $ 588.4 Add: Equity method cash distributions received 1.6 Add: Franchise tax expense 0.4 Add: Gross interest income recognized 0. |
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| January 28, 2013 |
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) January 28, 2013 (January 22, 2013) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of i |
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| January 25, 2013 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-185507 PROSPECTUS Vanguard Health Holding Company II, LLC Vanguard Holding Company II, Inc. Offer to Exchange up to $375,000,000 7.750% Senior Notes due 2019 and the guarantees thereof for up to $375,000,000 7.750% Senior Notes due 2019 and the guarantees thereof that have been registered under the Securities Act Vanguard Heal |
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| December 17, 2012 |
Exhibit 3.135 Chicago Health System ACO, LLCB09 Form LLC-5.5 Illinois October 2010 Limited Liability Company File # 03640639 Secretary of State Department of Business Services Limited Liability of Division 501 S Second St, RM 351 Springfield, IL 62756 217-524-8006 www,cyberdriveillinois.com Articles of Organization This space for use by Secretary of State Submit in Duplicate FILED AUG 17 2011 JESS |
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| December 17, 2012 |
CERTIFICATE OF INCORPORATION VHS VALLEY MANAGEMENT COMPANY, INC. Exhibit 3.111 CERTIFICATE OF INCORPORATION OF VHS VALLEY MANAGEMENT COMPANY, INC. FIRST: The name of the Corporation is VHS Valley Management Company, Inc. (hereinafter the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, 19904. The name of the registered agent at that a |
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| December 17, 2012 |
LIMITED LIABILITY COMPANY AGREEMENT C7 TECHNOLOGIES, LLC EX-3.120 11 ex-3120.htm EXHIBIT 3.120 Exhibit 3.120 LIMITED LIABILITY COMPANY AGREEMENT OF C7 TECHNOLOGIES, LLC This Limited Liability Company Agreement, dated as of January 16, 2012 (this “Agreement”), of C7 Technologies, LLC is entered into by and between the person or persons listed on the signature pages hereto as member or members (collectively, the “Members”). The Members hereby form a limit |
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| December 17, 2012 |
LIMITED LIABILITY COMPANY AGREEMENT TOTAL ACCOUNTABLE CARE ORGANIZATION, LLC Exhibit 3.128 LIMITED LIABILITY COMPANY AGREEMENT OF TOTAL ACCOUNTABLE CARE ORGANIZATION, LLC This Limited Liability Company Agreement, dated as of February 16, 2012 (this “Agreement”), of Total Accountable Care Organization, LLC is entered into by and between the person or persons listed on the signature pages hereto as member or members (collectively, the “Members”). The Members hereby form a li |
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| December 17, 2012 |
EX-12 30 ex-121.htm EXHIBIT 12 Exhibit 12 VANGUARD HEALTH SYSTEMS, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Three months ended Year ended Year ended Year ended Year ended Year ended September 30, June 30, 2008 June 30, 2009 June 30, 2010 June 30, 2011 June 30, 2012 2011 2012 EARNINGS: Income (loss) from continuing operations before income taxes $ 5.6 $ 48.9 $ (58.4 ) $ 6.1 $ 78.6 $ ( |
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| December 17, 2012 |
LIMITED LIABILITY COMPANY AGREEMENT VANGUARD IT SERVICES, LLC Exhibit 3.130 LIMITED LIABILITY COMPANY AGREEMENT OF VANGUARD IT SERVICES, LLC This Limited Liability Company Agreement, dated as of May 7, 2012 (this “Agreement”), of Vanguard IT Services, LLC is entered into by and between the person or persons listed on the signature pages hereto as member or members (collectively, the “Members”). The Members hereby form a limited liability company pursuant to |
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| December 17, 2012 |
LIMITED LIABILITY COMPANY AGREEMENT VANGUARD MEDICAL SPECIALISTS, LLC Exhibit 3.132 LIMITED LIABILITY COMPANY AGREEMENT OF VANGUARD MEDICAL SPECIALISTS, LLC This Limited Liability Company Agreement, dated as of February 6, 2012 (this “Agreement”), of Vanguard Medical Specialists, LLC is entered into by and between the person or persons listed on the signature pages hereto as member or members (collectively, the “Members”). The Members hereby form a limited liability |
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| December 17, 2012 |
Table of Contents As filed with the Securities and Exchange Commission on December 14, 2012 Registration No. |
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| December 17, 2012 |
Exhibit 99.2 VANGUARD HEALTH HOLDING COMPANY II, LLC VANGUARD HOLDING COMPANY II, INC. OFFER TO EXCHANGE New 7.750% Senior Notes due 2019 which have been registered under the Securities Act of 1933, as amended, for All Outstanding 7.750% Senior Notes due 2019 VANGUARD HEALTH HOLDING COMPANY I, LLC VANGUARD HOLDING COMPANY I, INC. THE EXCHANGE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON |
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| December 17, 2012 |
LIMITED LIABILITY COMPANY AGREEMENT DMC SHARED SAVINGS ACO, LLC Exhibit 3.122 LIMITED LIABILITY COMPANY AGREEMENT OF DMC SHARED SAVINGS ACO, LLC This Limited Liability Company Agreement, dated as of June 11, 2012 (this “Agreement”), of DMC Shared Savings ACO, LLC is entered into by and between the person or persons listed on the signature pages hereto as member or members (collectively, the “Members”). The Members hereby form a limited liability company pursua |
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| December 17, 2012 |
Exhibit 25 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identificat |
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| December 17, 2012 |
LIMITED LIABILITY COMPANY AGREEMENT BHS INTEGRATED PHYSICIAN PARTNERS, LLC Exhibit 3.118 LIMITED LIABILITY COMPANY AGREEMENT OF BHS INTEGRATED PHYSICIAN PARTNERS, LLC This Limited Liability Company Agreement, dated as of February 20, 2012 (this “Agreement”), of BHS Integrated Physician Partners, LLC is entered into by and between the person or persons listed on the signature pages hereto as member or members (collectively, the “Members”). The Members hereby form a limite |
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| December 17, 2012 |
STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION Exhibit 3.127 STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION First: The name of the limited liability company is VHS New England ACO, LLC Second: The address of its registered office in the State of Delaware is 160 Greentree Drive, Suite 101 in the City of Dover, DE 19904 County of Kent. The name of its Registered agent at such address is National Registered Agents, Inc. Thir |
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| December 17, 2012 |
Exhibit 99.4 NOTICE OF GUARANTEED DELIVERY for Tender of All Outstanding 7.750% Senior Notes due 2019 in Exchange for New 7.750% Senior Notes due 2019 which have been registered under the Securities Act of 1933, as amended, of VANGUARD HEALTH HOLDING COMPANY II, LLC VANGUARD HOLDING COMPANY II, INC. Registered holders of outstanding 7.750% Senior Notes due 2019 (the “Outstanding Notes”) who wish t |
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| December 17, 2012 |
CERTIFICATE OF INCORPORATION HOSPITAL DEVELOPMENT COMPANY NUMBER 2, INC. Exhibit 3.133 CERTIFICATE OF INCORPORATION OF HOSPITAL DEVELOPMENT COMPANY NUMBER 2, INC. FIRST: The name of the Corporation is Hospital Development Company Number 2, Inc. (hereinafter the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 9 East Loockerman Street, in the City of Dover, County of Kent. The name of the registered agent at tha |
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| December 17, 2012 |
(Except where indicated by a number in parentheses after the name of the subsidiary below, the Company owns 100% of the equity interests in such subsidiary, directly or indirectly) Doing Business As Subsidiaries Incorporated or Organized in the State of Delaware (If different from corporate name) Abrazo Medical Group Urgent Care, LLC Abrazo Health Care Family Assistance Y Su Clinica Healthy Hours |
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| December 17, 2012 |
OPERATING AGREEMENT NEW DIMENSIONS, LLC Exhibit 3.124 OPERATING AGREEMENT OF NEW DIMENSIONS, LLC This Operating agreement, dated as of June 13 , 2012 (this "Agreement"), of NEW DIMENSIONS, LLC is entered into by VANGUARD HEALTH MANAGEMENT, INC. d/b/a VANGUARD HEALTH CHICAGO (the "Member"). New Dimensions, LLC is a limited liability company formed pursuant to and in accordance with the Illinois Limited Liability Act (805 Ill. Comp. Stat. |
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| December 17, 2012 |
Exhibit 3.131 State of Delaware Secretary of State Division of Corporations Delivered 02:21PM 02/06/2012 FILED 02:19PM 02/06/2012 SRV 120126655 - 5105578 FILE STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION Ÿ First: The name of the limited liability company is Vanguard Medical Specialists, LLC Ÿ Second: The address of its registered office in the State of Delaware is 160 Green |
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| December 17, 2012 |
VHS VALLEY MANAGEMENT COMPANY, INC. (hereinafter called the “Corporation”) ARTICLE I EX-3.112 3 ex-3112.htm EXHIBIT 3.112 Exhibit 3.112 BYLAWS OF VHS VALLEY MANAGEMENT COMPANY, INC. (hereinafter called the “Corporation”) ARTICLE I OFFICES SECTION 1.1 REGISTERED OFFICE. The registered office of the Corporation in the State of Delaware shall be established and maintained in the City of Dover, County of Kent. SECTION 1.2 OTHER OFFICES. The Corporation may have other offices, either w |
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| December 17, 2012 |
AMENDED AND RESTATED VHS OF MICHIGAN STAFFING, INC. (hereinafter called the “Corporation”) ARTICLE I Exhibit 3.134 AMENDED AND RESTATED BYLAWS OF VHS OF MICHIGAN STAFFING, INC. (hereinafter called the “Corporation”) ARTICLE I OFFICES SECTION 1.1 REGISTERED OFFICE. The registered office of the Corporation in the State of Delaware shall be established and maintained in the City of Dover, County of Kent. SECTION 1.2 OTHER OFFICES. The Corporation may have other offices, either within or outside of t |
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| December 17, 2012 |
Exhibit 3.123 Form LLC-5.5 Illinois October 2010 Limited Liability Company Act File # 0394-134-5 Secretary of State Department of Business Services Limited Liability of Division 501 S Second St, RM 351 Springfield, IL 62756 217-524-8006 www,cyberdriveillinois.com Articles of Organization This space for use by Secretary of State Submit in Duplicate FILED JUN 06 2012 JESSE WHITE SECRETARY OF STATE T |
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| December 17, 2012 |
STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION Exhibit 3.117 STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION First: The name of the limited liability company is BHS Integrated Physician Partners, LLC Second: The address of its registered office in the State of Delaware is 160 Greentree Drive, Suite 101 in the City of Dover, DE 19904 County of Kent. The name of its Registered agent at such address is National Registered Age |
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| December 17, 2012 |
Exhibit 3.113 AZ Corp. Commission AZ CORPORATION COMMISSION FIELD OCT 14 2009 FILE NO. - 1559463-4 DO NOT WRITE ABOVE THIS LINE, FOR ACC USE ONLY ARTICLES OF ORGANIZATION Select one. This form may be used for: x ARIZONA LIMITED LIABILITY COMPANY (A.R.S. §29-632) o ARIZONA PROFESSIONAL LIMITED LIABILITY COMPANY (A.R.S §29-841.01) 1. The name of the organization: A. N-1550145 LLC Name Reservation Fi |
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| December 17, 2012 |
Exhibit 3.136 STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION of PARADISE VALLEY SURGERY CENTER, LLC This Certificate of Formation of Paradise Valley Surgery Center, LLC (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act. • First: The name of the limited liability co |
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| December 17, 2012 |
STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION Exhibit 3.119 STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION First: The name of the limited liability company is C7 Technologies, LLC Second: The address of its registered office in the State of Delaware is 160 Greentree Drive, Suite 101 in the City of Dover, DE 19904 County of Kent. The name of its Registered agent at such address is National Registered Agents, Inc. Third: ( |
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| December 17, 2012 |
STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION Exhibit 3.115 STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION First: The name of the limited liability company is BHS Accountable Care, LLC BHS Accountable Care, LLC Second: The address of its registered office in the State of Delaware is 160 Greentree Drive, Suite 101 in the City of Dover, DE 19904 County of Kent. The name of its Registered agent at such address is National R |
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| December 17, 2012 |
Exhibit 99.1 LETTER OF TRANSMITTAL for Tender of All Outstanding 7.750% Senior Notes due 2019 in Exchange for New 7.750% Senior Notes due 2019 which have been registered under the Securities Act of 1933, as amended, of VANGUARD HEALTH HOLDING COMPANY II, LLC VANGUARD HOLDING COMPANY II, INC. THE EXCHANGE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON , 2013 (THE “EXPIRATION DATE”) UNLESS |
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| December 17, 2012 |
Exhibit 3.137 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ADVANTAGE HEALTH CARE MANAGEMENT COMPANY, LLC This AMENDED AND RESTATED Limited Liability Company Agreement, dated as of September 20, 2010 (this “Agreement”), of Advantage Health Care Management Company, LLC is entered into by and between the person or persons listed on the signature pages hereto as member or members (colle |
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| December 17, 2012 |
BYLAWS RESOLUTE HEALTH FAMILY URGENT CARE, INC. (hereinafter called the “Corporation”) ARTICLE I Exhibit 3.126 BYLAWS OF RESOLUTE HEALTH FAMILY URGENT CARE, INC. (hereinafter called the “Corporation”) ARTICLE I OFFICES SECTION 1.1 REGISTERED OFFICE. The registered office of the Corporation in the State of Delaware shall be established and maintained in the City of Dover, County of Kent. SECTION 1.2 OTHER OFFICES. The Corporation may have other offices, either within or outside of the State of |
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| December 17, 2012 |
Exhibit 99.3 VANGUARD HEALTH HOLDING COMPANY II, LLC VANGUARD HOLDING COMPANY II, INC. OFFER TO EXCHANGE New 7.750% Senior Notes due 2019 which have been registered under the Securities Act of 1933, as amended, for All Outstanding 7.750% Senior Notes due 2019 THE EXCHANGE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON , 2013 UNLESS EXTENDED. , 2013 To Brokers, Dealers, Commercial Banks, T |
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| December 17, 2012 |
EX-3.129 20 ex-3129.htm EXHIBIT 3.129 Exhibit 3.129 STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION Ÿ First: The name of the limited liability company is Vanguard IT Services, LLC Ÿ Second: The address of its registered office in the State of Delaware is 160 Greentree Drive, Suite 101 in the City of Dover, DE 19904 County of Kent. The name of its Registered agent at such addre |
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| December 17, 2012 |
CERTIFICATE OF INCORPORATION RESOLUTE HEALTH FAMILY URGENT CARE, INC. Exhibit 3.125 CERTIFICATE OF INCORPORATION OF RESOLUTE HEALTH FAMILY URGENT CARE, INC. FIRST: The name of the Corporation is Resolute Health Family Urgent Care, Inc. (hereinafter the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, 19904. The name of the registered agent |
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| December 17, 2012 |
STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION Exhibit 3.121 STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION First: The name of the limited liability company is DMC Shared Savings ACO, LLC Second: The address of its registered office in the State of Delaware is 160 Greentree Drive, Suite 101 in the City of Dover, DE 19904 County of Kent. The name of its Registered agent at such address is National Registered Agents, Inc. T |
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| December 17, 2012 |
LIMITED LIABILITY COMPANY AGREEMENT BHS ACCOUNTABLE CARE, LLC Exhibit 3.116 LIMITED LIABILITY COMPANY AGREEMENT OF BHS ACCOUNTABLE CARE, LLC This AMENDED LIMITED LIABILITY COMPANY AGREEMENT, dated as of February 9, 2012 (this “Agreement”), of BHS Accountable Care, LLC is entered into by and between the person or persons listed on the signature pages hereto as member or members (collectively, the “Members”). The Members hereby form a limited liability company |
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| December 17, 2012 |
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT ARIZONA HEALTH PARTNERS, LLC Exhibit 3.114 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ARIZONA HEALTH PARTNERS, LLC This AMENDED AND RESTATED Limited Liability Company Agreement, dated as of January 25, 2012 (this “Agreement”), of Arizona Health Partners, LLC is entered into by and between the person or persons listed on the signature pages hereto as member or members (collectively, the “Members”). Arizona Hea |
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| November 20, 2012 |
Submission of Matters to a Vote of Security Holders - 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) November 20, 2012 (November 15, 2012) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of |
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| November 1, 2012 |
Exhibit 10.3 MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING (?Agreement?) is dated as of the 16th day of October, 2012, by and between Michael E. Duggan (?Mr. Duggan?) and Vanguard Health Management, Inc. (?Employer?). RECITALS A. Employer employs Mr. Duggan to serve as Chief Executive Officer (?CEO?) of Detroit Medical Center (?DMC?) and pays a salary to Mr. Duggan for his services |
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| November 1, 2012 |
AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT Exhibit 10.2 AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT This Amendment No. 4 (this ?Amendment?) dated as of October 1, 2012, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the ?Company?), and Phillip W. Roe (the ?Executive?). WHEREAS, the Company and the Executive executed a certain Employment Agreement dated as of November 15, 2007, as further amended (collectively, th |
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| November 1, 2012 |
AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT EX-10.1 4 ex-1012012930x10q.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT This Amendment No. 4 (this “Amendment’) dated as of October 1, 2012, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Kent H. Wallace (the “Executive”). WHEREAS, the Company and the Executive executed a certain Employment Agreement dated as of November |
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| November 1, 2012 |
Exhibit 4.1 SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 23, 2012, among Advantage Health Care Management Company LLC, a Delaware limited liability company (“AHCM”), Arizona Health Partners, LLC, an Arizona limited liability company (“AHP”), BHS Accountable Care, LLC, a Delaware limited liability company (“BHS-AC”), BHS Integrated Physician |
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| November 1, 2012 |
ExhibiExhibit 4.2 SUPPLEMENTAL INDENTURE EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 23, 2012, among Advantage Health Care Management Company LLC, a Delaware limited liability company (“AHCM”), Arizona Health Partners, LLC, an Arizona limited liability company (“AHP”), BHS Accountable Care, LLC, a Delaware limited liability company (“BHS-AC”), BHS Integrated Phy |
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| November 1, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 1, 2012 |
ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM ADMINISTRATION DIVISION OF BUSINESS AND FINANCE SECTION A. |
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| October 31, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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): October 30, 2012 VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of incorporation) (Com |
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| October 31, 2012 |
EXHIBIT 99.2 VANGUARD HEALTH SYSTEMS, INC. Supplementary Financial Information Adjusted EBITDA Margin Presentation of Most Directly Comparable GAAP Financial Measure (Net Income (Loss) Attributable to Vanguard Health Systems, Inc. Stockholders Margin) and Reconciliation of Adjusted EBITDA Margin to Net Income (Loss) Attributable to Vanguard Health Systems, Inc. Stockholders Margin ($ presented in |
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| October 31, 2012 |
EXHIBIT 99.3 VANGUARD HEALTH SYSTEMS, INC. Calculation of Certain Financial Covenants under Senior Secured Credit Agreement September 30, 2012 ($ presented in millions, unaudited) Trailing twelve months ended Interest Coverage Ratio: September 30, 2012 Adjusted EBITDA(1) $ 590.2 Add: Equity method cash distributions received 1.7 Add: Franchise tax expense 0.4 Add: Gross interest income recognized |
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| October 31, 2012 |
Vanguard Health Systems Reports First Quarter Fiscal 2013 Results Fiscal Year 2013 Outlook Confirmed EXHIBIT 99.1 Vanguard Health Systems Reports First Quarter Fiscal 2013 Results Fiscal Year 2013 Outlook Confirmed NASHVILLE, Tenn. - October 30, 2012 - Vanguard Health Systems, Inc. (NYSE: VHS) today announced financial and operating results for its first fiscal quarter of 2013 and confirmed its outlook for fiscal year 2013. First Quarter Fiscal 2013 Key Metrics (all percentage changes compare Q1 |
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| October 23, 2012 |
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) October 23, 2012 (October 17, 2012) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of i |
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| October 19, 2012 |
DEF 14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| September 12, 2012 |
Entry into a Material Definitive Agreement - 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) September 12, 2012 (September 10, 2012) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction |
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| August 24, 2012 |
AMENDMENT NO. 6 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT EXHIBIT 10.32 AMENDMENT NO. 6 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amendment No. 6 (this “Amendment’) dated as of October 1, 2011, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Keith B. Pitts (the “Executive”). WHEREAS, the Company and the Executive executed a certain Amended and Restated Employment Agreement dated as of September 23 |
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| August 24, 2012 |
EXHIBIT 4.7 SUPPLEMENTAL INDENTURE SIXTH SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of September 22, 2011, among VHS Valley Management Company, Inc., a Delaware corporation (the ?New Guarantor?), a subsidiary of Vanguard Health Holding Company II, LLC, a Delaware limited liability company (?VHS Holdco II?); Vanguard Holding Company II, Inc., a Delaware corporation and a wholl |
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| August 24, 2012 |
AMENDMENT NO. 6 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT EXHIBIT 10.18 AMENDMENT NO. 6 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amendment No. 6 (this ?Amendment?) dated as of October 1, 2011, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the ?Company?), and Charles N. Martin, Jr. (the ?Executive?). WHEREAS, the Company and the Executive executed a certain Amended and Restated Employment Agreement dated as of Sept |
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| August 24, 2012 |
EXHIBIT 4.8 SUPPLEMENTAL INDENTURE SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 30, 2012, among VANGUARD HEALTH HOLDING COMPANY II, LLC, a Delaware limited liability company (the “Company”), VANGUARD HOLDING COMPANY II, INC., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the guarantors listed on the signature pages here |
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| August 24, 2012 |
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT EXHIBIT 10.36 AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT This Amendment No. 3 (this “Amendment’) dated as of October 1, 2011, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Kent H. Wallace (the “Executive”). WHEREAS, the Company and the Executive executed a certain Employment Agreement dated as of November 15, 2007, as further amended (collectively, |
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| August 24, 2012 |
EXHIBIT 12.1 Vanguard Health Systems, Inc. Computation of Ratios of Earnings to Fixed Charges (unaudited) (dollars in millions) Year ended Year ended Year ended Year ended Year ended June 30, 2008 June 30, 2009 June 30, 2010 June 30, 2011 June 30, 2012 EARNINGS: Income (loss) from continuing operations before income taxes $ 5.6 $ 48.9 $ (58.4 ) $ 6.1 $ 78.6 Equity method income (0.7 ) (0.8 ) (0.9 |
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| August 24, 2012 |
EXHIBIT 4.10 SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of September 22, 2011, among VHS Valley Management Company, Inc. (the ?New Guarantor?), a subsidiary of Vanguard Health Holding Company II, LLC, a Delaware limited liability company (?VHS Holdco II?), Vanguard Holding Company II, Inc., a Delaware corporation and a wholly owned subsidiary of V |
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| August 24, 2012 |
EXHIBIT 10.47 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated as of October 1, 2011, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Alan G. Thomas (the “Executive”). WHEREAS, the Company desires to secure for itself or its subsidiary the services of the Executive as its Executive Vice President-Operations Finance from and a |
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| August 24, 2012 |
EXHIBIT 10.110 ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM ADMINISTRATION DIVISION OF BUSINESS AND FINANCE SECTION A: CONTRACT 1. AMENDMENT NUMBER: 18 2. CONTRACT NO.: YH09-0001-07 3. EFFECTIVE DATE OF AMENDMENT: October 1, 2011 4. PROGRAM DHCM - ACUTE 5. CONTRACTOR'S NAME AND ADDRESS: VHS Phoenix Health Plan, LLC 7878 N. 16th St., Suite 105 Phoenix, AZ 85020 6. PURPOSE OF AMENDMENT: To allow for |
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| August 24, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35204 |
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| August 24, 2012 |
EXHIBIT 21.1 (Except where indicated by a number in parentheses after the name of the subsidiary below, the Company owns 100% of the equity interests in such subsidiary, directly or indirectly) Doing Business As Subsidiaries Incorporated or Organized in the State of Delaware (If different from corporate name) Abrazo Medical Group Urgent Care, LLC Abrazo Health Care Family Assistance Y Su Clinica H |
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| August 24, 2012 |
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT EXHIBIT 10.40 AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT This Amendment No. 3 (this “Amendment”) dated as of October 1, 2011, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Phillip W. Roe (the “Executive”). WHEREAS, the Company and the Executive executed a certain Employment Agreement dated as of November 15, 2007, as further amended (collectively, t |
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| August 23, 2012 |
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): August 22, 2012 VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of incorporation) (Comm |
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| August 23, 2012 |
Form 8-K 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): August 23, 2012 (August 17, 2012) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdict |
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| August 23, 2012 |
EXHIBIT 99.2 VANGUARD HEALTH SYSTEMS, INC. Supplementary Financial Information Adjusted EBITDA Margin Presentation of Most Directly Comparable GAAP Financial Measure (Net Income/Loss Attributable to Vanguard Health Systems, Inc. Stockholders Margin) and Reconciliation of Adjusted EBITDA Margin to Net Income/Loss Attributable to Vanguard Health Systems, Inc. Stockholders Margin ($ presented in mill |
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| August 23, 2012 |
EXHIBIT 99.1 Vanguard Health Systems Reports Fourth Quarter and Year End Fiscal 2012 Results Outlook for Fiscal 2013 Issued NASHVILLE, Tenn. - August 22, 2012 - Vanguard Health Systems, Inc. (NYSE: VHS) today announced financial and operating results for its fourth fiscal quarter and year ended June 30, 2012 and issued its outlook for fiscal 2013. Fourth Quarter Fiscal 2012 Key Metrics (all percen |
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| August 23, 2012 |
EX-99.4 5 exhibit99463012.htm EXHIBIT 99.4 EXHIBIT 99.4 VANGUARD HEALTH SYSTEMS, INC. Supplementary Financial Information Normalized Diluted Earnings Per Share Presentation of Most Directly Comparable GAAP Financial Measure (Diluted Earnings Per Share) and Reconciliation of Normalized Diluted Earnings Per Share to Diluted Earnings Per Share ($ presented in millions except per share amounts, unaudi |
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| August 23, 2012 |
EXHIBIT 99.3 VANGUARD HEALTH SYSTEMS, INC. Calculation of Certain Financial Covenants under Senior Secured Credit Agreement June 30, 2012 ($ presented in millions, unaudited) Trailing twelve months ended Interest Coverage Ratio: June 30, 2012 Adjusted EBITDA(1) $ 575.7 Add: Pro Forma adjustments for fiscal 2012 acquisition 5.7 Add: Equity method cash distributions received 1.4 Less: Non-controllin |
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| May 11, 2012 |
VIA EDGAR May 11, 2012 Mr. Jim B. Rosenberg Senior Assistant Chief Accountant Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Vanguard Health Systems, Inc. Form 10-K for the Fiscal Year Ended June 30, 2011 Filed August 25, 2011 Form 10-Q for the Quarterly Period Ended December 31, 2011 Filed February 3, 2012 File No. 001- |
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| May 3, 2012 |
ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM DIVISION OF BUSINESS AND FINANCE SECTION A: CONTRACT ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM DIVISION OF BUSINESS AND FINANCE SECTION A: CONTRACT 1. |
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| May 3, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 3, 2012 |
AMENDMENT NO. 1 2011 STOCKHOLDERS? AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 TO 2011 STOCKHOLDERS? AGREEMENT This AMENDMENT NO. 1 (this ?Amendment?), dated as of January 26, 2012, to the 2011 STOCKHOLDERS? AGREEMENT OF VANGUARD HEALTH SYSTEMS, INC., dated as of June 21, 2011 (the ?Agreement?), is entered into by and among Vanguard Health Systems, Inc. (the ?Company?), a Delaware corporation, each of the Sponsor Groups and each of the Management |
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| May 3, 2012 |
Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of February 27, 2012, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the ?Company?), and Timothy M. Petrikin (the ?Executive?). WHEREAS, the Company desires to secure for itself or its subsidiary the services of the Executive as its Executive Vice President, Ambulatory Care Servi |
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| May 1, 2012 |
EXHIBIT 99.3 VANGUARD HEALTH SYSTEMS, INC. Calculation of Certain Financial Covenants under Senior Secured Credit Agreement March 31, 2012 ($ presented in millions) Trailing twelve months ended March 31, 2012 Interest Coverage Ratio: Adjusted EBITDA(1) $ 563.4 Add: Pro Forma adjustments for fiscal 2012 acquisition 14.2 Add: Equity method cash distributions received 2.0 Less: Non-controlling intere |
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| May 1, 2012 |
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) April 30, 2012 VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of incorporation) (Commis |
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| May 1, 2012 |
EXHIBIT 99.1 Vanguard Health Systems Reports Third Quarter Fiscal 2012 Results Adjusted EBITDA and Diluted EPS Outlook Updated for Fiscal 2012 NASHVILLE, Tenn. - April 30, 2012 - Vanguard Health Systems, Inc. (NYSE: VHS) today announced financial and operating results for its third fiscal quarter and nine months ended March 31, 2012. Third Quarter Fiscal 2012 Key Metrics (all percentage changes co |
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| May 1, 2012 |
EXHIBIT 99.2 Vanguard Health Systems, Inc. Supplementary Financial Information Adjusted EBITDA Margin Presentation of Most Directly Comparable GAAP Financial Measure (Net Income/Loss Attributable to Vanguard Health Systems, Inc. Stockholders Margin) and Reconciliation of Adjusted EBITDA Margin to Net Income/Loss Attributable to Vanguard Health Systems, Inc. Stockholders Margin (in millions, unaudi |
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| April 30, 2012 |
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) April 30, 2012 (April 24, 2012) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of incor |
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| April 30, 2012 |
INCREMENTAL COMMITMENT AGREEMENT Exhibit 10.1 INCREMENTAL COMMITMENT AGREEMENT April 24, 2012 Vanguard Health Holding Company II, LLC 20 Burton Hills Boulevard Suite 100 Nashville, TN 37215 Re: Increased Revolving Loan Commitments Ladies and Gentlemen: Reference is hereby made to the Credit Agreement, dated as of January 29, 2010 (as amended from time to time, the “Credit Agreement,” capitalized terms defined therein being used h |
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| April 24, 2012 |
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) April 24, 2012 VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 333-71934 62-1698183 (State or other jurisdiction of incorporation) (Commis |
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| April 16, 2012 |
VIA EDGAR AND EMAIL April 16, 2012 Mr. Jim B. Rosenberg Senior Assistant Chief Accountant Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Vanguard Health Systems, Inc. Form 10-K for the Fiscal Year Ended June 30, 2011 Filed August 25, 2011 Form 10-Q for the Quarterly Period Ended December 31, 2011 Filed February 3, 2012 F |
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| April 2, 2012 |
Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT by and among Vanguard Health Holding Company II, LLC, Vanguard Holding Company II, Inc., Vanguard Health Systems, Inc. and the Other Guarantors Party Hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Goldman, Sachs & Co. J.P. Morgan Securities LLC Morgan Stanley & |
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| April 2, 2012 |
Vanguard Health Systems Announces Closing of $375.0 Million Senior Notes Offering EX-99.1 4 exhibit991.htm Exhibit 99.1 Vanguard Health Systems Announces Closing of $375.0 Million Senior Notes Offering NASHVILLE, Tenn. – March 30, 2012– Vanguard Health Systems, Inc. (NYSE: VHS) (“Vanguard”) announced today that its wholly-owned subsidiaries, Vanguard Health Holding Company II, LLC (“VHS Holdco II”) and Vanguard Holding Company II, Inc. (together with VHS Holdco II, the “Issuers |
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| April 2, 2012 |
EX-4.2 2 exhibit42.htm Exhibit 4.2 SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 30, 2012, among VANGUARD HEALTH HOLDING COMPANY II, LLC, a Delaware limited liability company (the “Company”), VANGUARD HOLDING COMPANY II, INC., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the guarantors listed on th |
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| April 2, 2012 |
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) April 2, 2012 (March 30, 2012) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of incorp |
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| March 28, 2012 |
Vanguard Health Systems Announces Pricing of Senior Notes EX-99.1 2 d325462dex991.htm PRESS RELEASE Exhibit 99.1 Vanguard Health Systems Announces Pricing of Senior Notes NASHVILLE, Tenn. – March 27, 2012 – Vanguard Health Systems, Inc. (NYSE: VHS) (“Vanguard”) announced today that its wholly-owned subsidiaries, Vanguard Health Holding Company II, LLC (“VHS Holdco II”) and Vanguard Holding Company II, Inc. (together with VHS Holdco II, the “Issuers”), pr |
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| March 28, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K 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 28, 2012 (March 27, 2012) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction |
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| March 27, 2012 |
Form 8-K 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 27, 2012 (March 27, 2012) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdictio |
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| March 27, 2012 |
Supplemental excerpts from the Confidential Preliminary Offering Memorandum Exhibit 99. |
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| March 27, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K 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 27, 2012 (March 27, 2012) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction |
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| March 27, 2012 |
Vanguard Health Systems Announces $350 Million Offering of Senior Notes Press Release of Vanguard Health Systems, Inc. Exhibit 99.2 Vanguard Health Systems Announces $350 Million Offering of Senior Notes NASHVILLE, Tenn. – March 27, 2012 – Vanguard Health Systems, Inc. (NYSE:VHS) (“Vanguard”) announced today that its wholly-owned subsidiaries, Vanguard Health Holding Company II, LLC (“VHS Holdco II”) and Vanguard Holding Company II, Inc. (together with VHS Holdco II, |
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| March 27, 2012 |
Item 6. Selected Financial Data. EX-99.1 Exhibit 99.1 Item 6. Selected Financial Data. The following table sets forth our selected historical financial and operating data for, or as of the end of, each of the five years ended June 30, 2011. The selected historical financial data as of and for the years ended June 30, 2007, 2008, 2009, 2010 and 2011 were derived from our consolidated financial statements that have been audited by |
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| March 27, 2012 |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. EX-99.2 Exhibit 99.2 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. You should read the following discussion together with our historical financial statements and related notes included elsewhere herein and the information set forth under “Item 6 — Selected Financial Data.” The discussion contains forward-looking statements that involve risks and unc |
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| March 27, 2012 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-99.3 Exhibit 99.3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors Vanguard Health Systems, Inc. We have audited the accompanying consolidated balance sheets of Vanguard Health Systems, Inc. as of June 30, 2011 and 2010, and the related consolidated statements of operations, equity and cash flows for each of the three years in the period ended June 30, 2011. These fina |
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| March 13, 2012 |
VIA EDGAR AND EMAIL March 13, 2012 Mr. Jim B. Rosenberg Senior Assistant Chief Accountant Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Vanguard Health Systems, Inc. Form 10-K for the Fiscal Year Ended June 30, 2011 Filed August 25, 2011 Form 10-Q for the Quarterly Period Ended December 31, 2011 Filed February 3, 2012 F |
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| February 14, 2012 |
VHS / Vanguard Health Systems Inc / Metalmark Capital LLC - FORM SC13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vanguard Health Systems, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 922036207 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vanguard Health Systems, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 922036207 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic |
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| February 14, 2012 |
VHS / Vanguard Health Systems Inc / Senator Investment Group LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vanguard Health Systems Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 922036207 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 14, 2012 |
VHS / Vanguard Health Systems Inc / Blackstone Holdings III L.P. - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vanguard Health Systems, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 922036 207 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 14, 2012 |
VHS / Vanguard Health Systems Inc / MARTIN CHARLES N JR - SCHEDULE 13G Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vanguard Health Systems, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 922036 207 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate bo |
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| February 14, 2012 |
Joint Filing Agreement Exhibit A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0. |
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| February 3, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number |
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| February 1, 2012 |
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) February 1, 2012 (January 26, 2012) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of i |
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| February 1, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FORM 8-K 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): February 1, 2012 (February 1, 2012) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdi |
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| February 1, 2012 |
EX-99.2 EXHIBIT 99.2 Vanguard Health Systems, Inc. Supplementary Financial Information Adjusted EBITDA Margin Presentation of Most Directly Comparable GAAP Financial Measure (Net Income/Loss Attributable to Vanguard Health Systems, Inc. Stockholders Margin) and Reconciliation of Adjusted EBITDA Margin to Net Income/Loss Attributable to Vanguard Health Systems, Inc. Stockholders Margin September 30 |
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| February 1, 2012 |
EX-99.3 EXHIBIT 99.3 VANGUARD HEALTH SYSTEMS, INC. Calculation of Certain Financial Covenants under Senior Secured Credit Agreement December 31, 2011 ($ presented in millions) Trailing twelve months ended December 31, 2011 Interest Coverage Ratio: Adjusted EBITDA(1) $ 515.4 Add: Pro Forma adjustments for fiscal 2012 acquisition 22.7 Add: Equity method cash distributions received 2.3 Less: Non-cont |
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| February 1, 2012 |
EX-99.1 EXHIBIT 99.1 Vanguard Health Systems Reports Second Quarter Fiscal 2012 Results Adjusted EBITDA and Diluted EPS Outlook for Fiscal 2012 Confirmed NASHVILLE, Tenn. – February 1, 2012 – Vanguard Health Systems, Inc. (NYSE: VHS) today announced financial and operating results for the second fiscal quarter and six months ended December 31, 2011. Second Quarter Fiscal 2012 Key Metrics (all perc |
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| December 19, 2011 |
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) December 19, 2011 (December 15, 2011) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of |
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| December 19, 2011 |
[The Detroit Medical Center Letterhead] EXHIBIT 10.1 [The Detroit Medical Center Letterhead] September 18, 2009 Michael E. Duggan 38980 Ann Arbor Trail Livonia, MI 48150-2463 Re: Employment Agreement Dear Mike: I am pleased to confirm the terms of your new employment agreement (the “Agreement”) with The Detroit Medical Center (the “DMC”), effective January 5, 2010 (the “Effective Date”). As of the Effective Date, this Agreement replaces |
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| November 15, 2011 |
Submission of Matters to a Vote of Security Holders 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) November 15, 2011 (November 10, 2011) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of |
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| November 14, 2011 |
VANGUARD HEALTH SYSTEMS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.2 4 d252381dex992.htm EX-99.2 Exhibit 99.2 VANGUARD HEALTH SYSTEMS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Effective September 1, 2011, the Company acquired substantially all of the assets of two acute care hospitals with a total of 866 licensed beds located in Harlingen, Texas and Brownsville, Texas and related healthcare businesses from subsidiaries of Valley Bap |
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| November 14, 2011 |
EX-99.1 Exhibit 99.1 Valley Baptist Health System and Subsidiaries Consolidated Financial Statements With Report of Independent Auditors For the Years Ended August 31, 2011, 2010, and 2009 Valley Baptist Health System and Subsidiaries Table of Contents August 31, 2011, 2010, and 2009 Page(s) Report of Independent Auditors 1 Consolidated Financial Statements Consolidated Balance Sheets 2–3 Consolid |
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| November 14, 2011 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 14, 2011 (September 1, 2011) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or o |
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| November 4, 2011 |
EXHIBIT 10.5 VANGUARD HEALTH SYSTEMS, INC. NONQUALIFIED STOCK OPTION AGREEMENT (TIME OPTION) THIS AGREEMENT (the “Agreement”), is made effective as of the day of , 201, (hereinafter called the “Date of Grant”), between Vanguard Health Systems, Inc., a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”). R E C I T A L S: WHEREAS, the Company has adopt |
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| November 4, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 4, 2011 |
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement, dated August 31, 2011, is among Valley Baptist Health System, a Texas non-profit corporation (“VBHS”), Valley Baptist Medical Center, a Texas non-profit corporation (“VBMC”), Valley Baptist Medical Center — Brownsville, a Texas non-profit corporation (“VBMC-B”), Valley Baptist Medical Development Corporation, a Texas non-profit co |
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| November 4, 2011 |
Exhibit 10.03 EXHIBIT 10.3 VANGUARD HEALTH SYSTEMS, INC. RESTRICTED STOCK UNIT AGREEMENT (Performance Vesting RSU — EPS) THIS AGREEMENT (the “Agreement”), is made effective as of the day of , 2011, (hereinafter called the “Date of Grant”), between Vanguard Health Systems, Inc., a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”): R E C I T A L S: W |
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| November 4, 2011 |
EXHIBIT 10.6 ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM DIVISION OF BUSINESS AND FINANCE SECTION A: CONTRACT 1. AMENDMENT NUMBER: 16 2. CONTRACT NO.: YH09-0001-07 3. EFFECTIVE DATE OF CONTRACT: October 1, 2011 4. PROGRAM DHCM — ACUTE 5. CONTRACTOR’S NAME AND ADDRESS: PURPOSE OF AMENDMENT: To renew the contract for the term October 1, 2011 through September 30, 2012 and to amend Sections B, C, D, |
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| November 4, 2011 |
EXHIBIT 10.2 VANGUARD HEALTH SYSTEMS, INC. RESTRICTED STOCK UNIT AGREEMENT (Performance Vesting RSU — EBITDA) THIS AGREEMENT (the “Agreement”), is made effective as of the day of , 201, (hereinafter called the “Date of Grant”), between Vanguard Health Systems, Inc., a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”). R E C I T A L S: WHEREAS, the |
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| November 4, 2011 |
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated as of September 1, 2011, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and James H. Spalding (the “Executive”). WHEREAS, the Company desires to secure for itself or its subsidiary the services of the Executive as its Executive Vice President, General Counsel and Secr |
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| November 4, 2011 |
EXHIBIT 10.4 VANGUARD HEALTH SYSTEMS, INC. RESTRICTED STOCK UNIT AGREEMENT (Time Vesting RSU) THIS AGREEMENT (the “Agreement”), is made effective as of the day of , 2011, (hereinafter called the “Date of Grant”), between Vanguard Health Systems, Inc., a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”): R E C I T A L S: WHEREAS, the Company has ado |
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| November 1, 2011 |
Exhibit 99.3 EXHIBIT 99.3 VANGUARD HEALTH SYSTEMS, INC. Calculation of Certain Financial Covenants under Senior Secured Credit Agreement September 30, 2011 Trailing twelve months ended September 30, ($ presented in millions) 2011 Interest Coverage Ratio: Adjusted EBITDA(1) $ 468.1 Add: Pro Forma adjustments for fiscal 2011 and 2012 acquisitions 68.6 Add: Equity method cash distributions received 1 |
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| November 1, 2011 |
EXHIBIT 99.2 Vanguard Health Systems, Inc. Supplementary Financial Information Adjusted EBITDA Margin Presentation of Most Directly Comparable GAAP Financial Measure (Net Income/Loss Attributable to Vanguard Health Systems, Inc. Stockholders Margin) and Reconciliation of Adjusted EBITDA to Net Income/Loss Attributable to Vanguard Health Systems, Inc. Stockholders Margin Quarter ended September 30, |
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| November 1, 2011 |
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): October 31, 2011 (October 31, 2011) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of |
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| November 1, 2011 |
Exhibit 99.1 EXHIBIT 99.1 Vanguard Health Systems Reports First Quarter Fiscal 2012 Results Outlook for Fiscal Year 2012 Issued NASHVILLE, Tenn. — October 31, 2011 — Vanguard Health Systems, Inc. (NYSE: VHS) today announced financial and operating results for the first fiscal quarter ended September 30, 2011 and issued its outlook for fiscal year 2012. First Quarter Fiscal 2012 Key Metrics (all pe |
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| October 14, 2011 |
Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| October 13, 2011 |
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) October 13, 2011 (October 6, 2011) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of in |
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| October 13, 2011 |
VANGUARD HEALTH SYSTEMS APPOINTS FORMER TENNESSEE GOVERNOR TO BOARD OF DIRECTORS EXHIBIT 99.1 VANGUARD HEALTH SYSTEMS APPOINTS FORMER TENNESSEE GOVERNOR TO BOARD OF DIRECTORS NASHVILLE, TN - October 13, 2011 - Vanguard Health Systems, Inc. (NYSE: VHS) announced that Philip N. Bredesen has joined the Company’s Board of Directors. “Phil is a true visionary and thought leader. As a successful Governor, Mayor and entrepreneur, he brings unique experiences and perspectives to assis |
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| October 11, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vanguard Health Systems, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 922036207 (CUSIP Number) September 30, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic |
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| September 21, 2011 |
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) September 21, 2011 (September 16, 2011) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction |
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| September 15, 2011 |
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) September 15, 2011 (September 9, 2011) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction o |
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| September 12, 2011 |
e8vk 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) September 12, 2011 (September 9, 2011) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdict |
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| September 6, 2011 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 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) September 6, 2011 (September 1, 2011) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of |
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| September 6, 2011 |
EXHIBIT 99.1 VALLEY BAPTIST HEALTH SYSTEM AND VANGUARD HEALTH SYSTEMS FINALIZE JOINT VENTURE Partnership will preserve the strong heritage and long-standing mission of Valley Baptist HARLINGEN, TX and NASHVILLE, TN September 1, 2011 - Vanguard Health Systems, Inc. (NYSE: VHS) and Valley Baptist Health System (VBHS) are pleased to announce today that they finalized the terms of their joint venture, |
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| August 25, 2011 |
Exhibit 10.99 Exhibit 10.99 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (this “Amendment’) dated as of May 31, 2011, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Mark R. Montoney, M.D. (the “Executive”). WHEREAS, the Company and the Executive executed a certain Employment Agreement dated as of December 31, 2008, as amended (coll |
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| August 25, 2011 |
Exhibit 99.1 EXHIBIT 99.1 Vanguard Reports Fourth Quarter and Year-End 2011 Results Q4 2011 Same Hospital Total Revenues Increase 3.9 Percent NASHVILLE, Tenn. — August 25, 2011 — Vanguard Health Systems, Inc. (NYSE: VHS) today announced financial and operating results for the fourth quarter and fiscal year ended June 30, 2011. Fourth Quarter 2011 Key Metrics (all percentage changes compare Q4 2011 |
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| August 25, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 25, 2011 (August 25, 2011) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35204 62-1698183 (State or other jurisdiction of in |
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| August 25, 2011 |
Exhibit 10.101 Exhibit 10.101 ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM ADMINISTRATION DIVISION OF BUSINESS AND FINANCE SECTION A: CONTRACT 1. AMENDMENT NUMBER: 2. CONTRACT NO.: 3. EFFECTIVE DATE OF AMENDMENT: 4. PROGRAM 15 YH09-0001-07 October 1, 2010 DHCM - ACUTE 5. CONTRACTOR’S NAME AND ADDRESS: VHS Phoenix Health Plan, LLC 7878 16th St. Suite, 105 Phoenix, AZ 85020 6. PURPOSE OF AMENDMENT: T |
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| August 25, 2011 |
Exhibit 99.2 EXHIBIT 99.2 Vanguard Health Systems, Inc. Supplementary Financial Information Adjusted EBITDA Margin Presentation of Most Directly Comparable GAAP Financial Measure (Net Income/Loss Attributable to Vanguard Health Systems, Inc. Stockholders Margin) and Reconciliation of Adjusted EBITDA to Net Income/Loss Attributable to Vanguard Health Systems, Inc. Stockholders Margin Quarter ended |
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| August 25, 2011 |
Exhibit 21.1 EXHIBIT 21.1 SUBSIDIARIES OF VANGUARD HEALTH SYSTEMS, INC. (Except where indicated by a number in parentheses after the name of a subsidiary below, the Company owns 100% of the equity interests in such subsidiary, directly or indirectly) Subsidiaries Incorporated or Organized in the State of Delaware Abrazo Medical Group Urgent Care, LLC Advantage Health Care Management Company, LLC B |
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| August 25, 2011 |
EX-99.3 4 c21865exv99w3.htm EXHIBIT 99.3 EXHIBIT 99.3 VANGUARD HEALTH SYSTEMS, INC. Calculation of Certain Financial Covenants under Senior Secured Credit Agreement June 30, 2011 Trailing twelve months ended June 30, ($ presented in millions) 2011 Interest Coverage Ratio: Adjusted EBITDA(1) $ 423.0 Add: Equity and cost method cash distributions received 2.5 Less: Non-controlling interest distribut |
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| August 25, 2011 |
Exhibit 10.98 Exhibit 10.98 AMENDMENT NO. 6 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amendment No. 6 (this “Amendment’) dated as of May 31, 2011, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Joseph D. Moore (the “Executive”). WHEREAS, the Company and the Executive executed a certain Amended and Restated Employment Agreement dated as of |
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| August 25, 2011 |
Exhibit 10.97 Exhibit 10.97 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (this “Amendment’) dated as of May 31, 2011, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Phillip W. Roe (the “Executive”). WHEREAS, the Company and the Executive executed a certain Employment Agreement dated as of November 15, 2007, as amended (collectively |
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| August 25, 2011 |
Exhibit 12.1 Exhibit 12.1 Vanguard Health Systems, Inc. Computation of Ratios of Earnings to Fixed Charges (unaudited) (dollars in millions) Year Year Year Year Year ended ended ended ended ended June 30, June 30, June 30, June 30, June 30, 2007 2008 2009 2010 2011 EARNINGS: Income (loss) from continuing operations before income taxes $ (122.5 ) $ 5.6 $ 48.9 $ (58.4 ) $ 7.9 Equity method income (1 |
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| August 25, 2011 |
Exhibit 10.94 Exhibit 10.94 AMENDMENT NO. 5 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amendment No. 5 (this “Amendment’) dated as of May 31, 2011, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Keith B. Pitts (the “Executive”). WHEREAS, the Company and the Executive executed a certain Amended and Restated Employment Agreement dated as of S |
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| August 25, 2011 |
Exhibit 10.100 Exhibit 10.100 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (this “Amendment’) dated as of May 31, 2011, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Bradley A. Perkins, M.D. (the “Executive”). WHEREAS, the Company and the Executive executed a certain Employment Agreement dated as of July 1, 2009 (collectively, the |
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| August 25, 2011 |
Exhibit 10.95 Exhibit 10.95 AMENDMENT NO. 5 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amendment No. 5 (this “Amendment’) dated as of May 31, 2011, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Ronald P. Soltman (the “Executive”). WHEREAS, the Company and the Executive executed a certain Amended and Restated Employment Agreement dated as o |
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| August 25, 2011 |
Exhibit 10.93 Exhibit 10.93 AMENDMENT NO. 5 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amendment No. 5 (this “Amendment’) dated as of May 31, 2011, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Charles N. Martin, Jr. (the “Executive”). WHEREAS, the Company and the Executive executed a certain Amended and Restated Employment Agreement dated |
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| August 25, 2011 |
Exhibit 10.96 Exhibit 10.96 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (this “Amendment’) dated as of May 31, 2011, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Kent H. Wallace (the “Executive”). WHEREAS, the Company and the Executive executed a certain Employment Agreement dated as of November 15, 2007, as amended (collectivel |
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| August 25, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35204 |
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| August 22, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vanguard Health Systems Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 922036207 (CUSIP Number) August 11, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| July 12, 2011 |
Exhibit 99.1 Vanguard Closes Over-Allotment Option NASHVILLE, TN — (July 12, 2011) — Vanguard Health Systems, Inc. (NYSE: VHS) (“Vanguard”) announced today that Vanguard closed the sale of an additional 3,750,000 shares of its common stock at the public offering price of $18.00 per share pursuant to the over-allotment option exercised in full by the underwriters of its recently completed initial p |
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| July 12, 2011 |
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) July 12, 2011 (July 12, 2011) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 333-71934 62-1698183 (State or other jurisdiction of incorpo |
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| July 12, 2011 |
Vanguard Announces Partial Redemption of Notes EXHIBIT 99.1 Vanguard Announces Partial Redemption of Notes NASHVILLE, Tennessee, July 12, 2011 – Vanguard Health Systems, Inc. (NYSE: VHS) announced today that it will redeem for cash a pro rata portion of its outstanding 10.375% Senior Discount Notes due 2016 (CUSIP No. 922036AD0 and CUSIP No. 92203AC2) (the “Notes”), such pro rata portion being approximately $95.2 million aggregate principal am |
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| July 12, 2011 |
e8vk 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): July 12, 2011 (July 12, 2011) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-352 |
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| June 27, 2011 |
e8vk 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): June 27, 2011 (January 21, 2011) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 333- |
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| June 24, 2011 |
Vanguard Announces Redemption of Notes EXHIBIT 99.1 Vanguard Announces Redemption of Notes NASHVILLE, Tennessee, June 22, 2011 – Vanguard Health Systems, Inc. (NYSE: VHS) announced today that it will redeem for cash a pro rata portion of its outstanding 10.375% Senior Discount Notes due 2016 (CUSIP No. 922036AD0 and CUSIP No. 92203AC2) (the “Notes”), such pro rata portion being approximately $628.8 million aggregate principal amount at |
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| June 24, 2011 |
VANGUARD HEALTH SYSTEMS, INC. 2011 STOCK INCENTIVE PLAN exv10w14 Exhibit 10.14 VANGUARD HEALTH SYSTEMS, INC. 2011 STOCK INCENTIVE PLAN 1. Purpose of the Plan The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or other service providers and to motivate such employees, directors or other service providers to exert their best efforts on behalf of the Company and its Affiliates by providing |
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| June 24, 2011 |
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) June 24, 2011 (June 22, 2011) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 333-71934 62-1698183 (State or other jurisdiction of incorpo |
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| June 24, 2011 |
As filed with the Securities and Exchange Commission on June 24, 2011. sv8 As filed with the Securities and Exchange Commission on June 24, 2011. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vanguard Health Systems, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 62-169818 |
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| June 23, 2011 |
25,000,000 Shares Common Stock e424b4 Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-173547 PROSPECTUS 25,000,000 Shares Common Stock This is the initial public offering of Vanguard Health Systems, Inc. We are offering 25,000,000 shares of common stock. No public market currently exists for our common stock. The initial public offering price of our common stock is $18.00 per share. Our common stock has |
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| June 22, 2011 |
Vanguard Health Systems, Inc. 25,000,000 Common Shares fwp Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated June 21, 2011 Relating to Preliminary Prospectus dated June 6, 2011 Registration No. |
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| June 22, 2011 |
Vanguard Announces Pricing of its Initial Public Offering EXHIBIT 99.1 Vanguard Announces Pricing of its Initial Public Offering NASHVILLE, TN – (June 22, 2011) – Vanguard Health Systems, Inc. (“Vanguard”) announced today the pricing of its initial public offering of 25,000,000 shares of common stock at a price of $18.00 per share. The shares are expected to begin trading on the New York Stock Exchange on June 22, 2011 under the ticker symbol “VHS.” The |
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| June 22, 2011 |
Financial Statements and Exhibits, Other Events 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) June 22, 2011 (June 22, 2011) VANGUARD HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 333-71934 62-1698183 (State or other jurisdiction of incorpo |
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| June 21, 2011 |
AMENDMENT AND TERMINATION AGREEMENT exv10w92 Exhibit 10.92 AMENDMENT AND TERMINATION AGREEMENT This TERMINATION AGREEMENT (this “Agreement”) is dated as of June 17, 2011, by and among Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), Blackstone Management Partners IV L.L.C., a Delaware limited liability company (“BMP”), and Metalmark Management LLC (“MSCP Manager”). BMP and MSCP Manager are referred to herein co |
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| June 21, 2011 |
POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, James A. |
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| June 21, 2011 |
POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, Neil P. |
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| June 21, 2011 |
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VANGUARD HEALTH SYSTEMS, INC. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VANGUARD HEALTH SYSTEMS, INC. The original Certificate of Incorporation of Vanguard Health Systems, Inc., a corporation organized and existing under the laws of Delaware (the ?Corporation?), was filed with the Secretary of State of the State of Delaware on August 15, 1997 under the name Vanguard Health Systems, Inc. and was mo |
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| June 21, 2011 |
POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, Michael A. |
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| June 21, 2011 |
Exhibit 99.1 Joint Filer Information Name of Joint Filer: MSCP III, LLC Address of Joint Filer: c/o Metalmark Capital LLC 1177 Avenue of the Americas New York, NY 10036 Relationship of Joint Filer to Issuer: 10% Owner Issuer Name and Ticker or Trading Symbol: Vanguard Health Systems, Inc. (VHS) Date of Earliest Transaction Required to be Reported (Month/Day/Year): 06/21/2011 Designated Filer: Meta |
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| June 21, 2011 |
POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, Robert Galvin, hereby make, constitute and appoint each of: Lia Toback Kate Yoon Ronald P. |
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| June 21, 2011 |
As filed with the Securities and Exchange Commission on June 21, 2011 sv1za Table of Contents As filed with the Securities and Exchange Commission on June 21, 2011 Registration No. |
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| June 14, 2011 |
e8va12b As filed with the Securities and Exchange Commission on June 14, 2011. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 VANGUARD HEALTH SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 62-1698183 (State of Inc |
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| June 6, 2011 |
VANGUARD HEALTH SYSTEMS, INC. ANNUAL INCENTIVE PLAN exv10w10 Exhibit 10.10 VANGUARD HEALTH SYSTEMS, INC. ANNUAL INCENTIVE PLAN 1. Purpose The purpose of the Vanguard Health Systems, Inc. Annual Incentive Plan is to provide an incentive to enhance shareholder value and promote the attainment of significant business objectives of the Company by basing a portion of a selected Officer’s compensation on the performance of such Officer, the Company and/o |
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| June 6, 2011 |
NONQUALIFIED STOCK OPTION AGREEMENT (Conversion Replacement Award for Class D Units) exv10w86 Exhibit 10.86 NONQUALIFIED STOCK OPTION AGREEMENT (Conversion Replacement Award for Class D Units) THIS AGREEMENT (the “Agreement”), is made effective as of the [ • ] day of , 2011, (hereinafter called the “Date of Grant”), between Vanguard Health Systems, Inc., a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”): R E C I T A L S: WHEREAS, |
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| June 6, 2011 |
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VANGUARD HEALTH SYSTEMS, INC. exv3w1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VANGUARD HEALTH SYSTEMS, INC. The original Certificate of Incorporation of Vanguard Health Systems, Inc., a corporation organized and existing under the laws of Delaware (the “Corporation”), was filed with the Secretary of State of the State of Delaware on August 15, 1997 under the name Vanguard Health Systems, Inc. and |
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| June 6, 2011 |
exv2w14 Exhibit 2.14 AGREEMENT AND PLAN OF MERGER BETWEEN VHS HOLDINGS LLC (a Delaware limited liability company) AND VANGUARD HEALTH SYSTEMS, INC. (a Delaware corporation) THIS AGREEMENT AND PLAN OF MERGER, dated as of [•], 2011 (this “Agreement”), is between VHS Holdings LLC, a Delaware limited liability company (the “LLC”), and Vanguard Health Systems, Inc., a Delaware corporation (the “Corpora |
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| June 6, 2011 |
VANGUARD HEALTH SYSTEMS, INC. AMENDED AND RESTATED 2009 LONG TERM INCENTIVE PLAN Section 1. Purpose exv10w69 EXHIBIT 10.69 VANGUARD HEALTH SYSTEMS, INC. AMENDED AND RESTATED 2009 LONG TERM INCENTIVE PLAN Section 1. Purpose The purpose of this Amended and Restated 2009 Long Term Incentive Plan is to create long term value for the Company by securing the continuity and retention of its Officers by enabling its Officers to earn additional cash incentive compensation payable on a long term basis if |
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| June 6, 2011 |
AMENDMENT NO. [?] [AMENDED AND RESTATED] EMPLOYMENT AGREEMENT exv10w88 EXHIBIT 10.88 AMENDMENT NO. [•] TO [AMENDED AND RESTATED] EMPLOYMENT AGREEMENT This Amendment No. [•] (this “Amendment’) dated as of [•], 2011, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and [•] (the “Executive”). WHEREAS, the Company and the Executive executed a certain [Amended and Restated] Employment Agreement dated as of [•], [as fur |
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| June 6, 2011 |
VANGUARD HEALTH SYSTEMS, INC. 2011 STOCK INCENTIVE PLAN exv10w82 Exhibit 10.82 VANGUARD HEALTH SYSTEMS, INC. 2011 STOCK INCENTIVE PLAN 1. Purpose of the Plan The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or other service providers and to motivate such employees, directors or other service providers to exert their best efforts on behalf of the Company and its Affiliates by providing |
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| June 6, 2011 |
exv10w91 Exhibit 10.91 May 26, 2011 Blackstone Management Partners IV L.L.C. c/o The Blackstone Group, L.P. 345 Park Avenue New York, NY 10154 Metalmark Management LLC c/o Metalmark Capital LLC 1177 Avenue of the Americas New York, NY 10036 Ladies and Gentlemen: Reference is made to that certain Transaction and Monitoring Fee Agreement dated as of September 23, 2004 (the “Agreement”) among Blackst |
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| June 6, 2011 |
RESTRICTED SHARE AWARD AGREEMENT (Conversion Replacement Award for Class C Units) exv10w87 Exhibit 10.87 RESTRICTED SHARE AWARD AGREEMENT (Conversion Replacement Award for Class C Units) THIS AGREEMENT (the “Agreement”), is made effective as of the day of , 2011, (hereinafter called the “Date of Grant”), between Vanguard Health Systems, Inc., a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”): R E C I T A L S: WHEREAS, the Comp |
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| June 6, 2011 |
As filed with the Securities and Exchange Commission on June 6, 2011 sv1za Table of Contents As filed with the Securities and Exchange Commission on June 6, 2011 Registration No. |
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| June 6, 2011 |
AMENDED AND RESTATED VANGUARD HEALTH SYSTEMS, INC. ARTICLE I Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF VANGUARD HEALTH SYSTEMS, INC. ARTICLE I Offices SECTION 1.01 Registered Office. Vanguard Health Systems, Inc., (the ?Corporation?) shall maintain its registered office in the State of Delaware at National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Kent County, Delaware 19904 or at such other location as determined by the Board of Dir |
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| June 6, 2011 |
exv1w1 Exhibit 1.1 VANGUARD HEALTH SYSTEMS, INC. (a Delaware corporation) 25,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: June [ ], 2011 VANGUARD HEALTH SYSTEMS, INC. (a Delaware corporation) 25,000,000 Shares of Common Stock UNDERWRITING AGREEMENT June [ ], 2011 Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. as Representatives of the several Underwriters |
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| June 6, 2011 |
2011 STOCKHOLDERS? AGREEMENT VANGUARD HEALTH SYSTEMS, INC. Dated as of [?] [?], 2011 exv10w90 Exhibit 10.90 2011 STOCKHOLDERS’ AGREEMENT OF VANGUARD HEALTH SYSTEMS, INC. Dated as of [•] [•], 2011 Table of Contents Page ARTICLE I DEFINITIONS 2 SECTION 1.1. Definitions 2 SECTION 1.2. Construction 5 ARTICLE II CORPORATE GOVERNANCE 5 SECTION 2.1. Board of Directors. 5 SECTION 2.2. Committees 6 SECTION 2.3. Agreement to Vote 7 SECTION 2.4. Consent Rights 7 ARTICLE III INFORMATION; VCOC |
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| June 6, 2011 |
AMENDMENT NO. [?] [AMENDED AND RESTATED] SEVERANCE PROTECTION AGREEMENT exv10w89 EXHIBIT 10.89 AMENDMENT NO. [•] TO [AMENDED AND RESTATED] SEVERANCE PROTECTION AGREEMENT This Amendment No. [•] (this “Amendment’) dated as of [•], 2011, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and [•] (the “Executive”). WHEREAS, the Company and the Executive executed a certain [Amended and Restated] Severance Protection Agreement date |
