S-1/A 1 a2216142zs-1a.htm S-1/A

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As filed with the Securities and Exchange Commission on July 31, 2013

Registration No. 333-189292

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



AMENDMENT NO. 3
TO
FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Envision Healthcare Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or other jurisdiction of
incorporation)
  4100
(Primary Standard Industrial
Classification Code Number)
  45-0832318
(I.R.S. Employer Identification No.)



6200 S. Syracuse Way
Suite 200
Greenwood Village, CO 80111
(303) 495-1200

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



Craig A. Wilson, Esq.
Senior Vice President and General Counsel
6200 S. Syracuse Way
Suite 200
Greenwood Village, CO 80111
(303) 495-1200

(Name, Address, including Zip Code, and Telephone Number, including
Area Code, of Agent for Service)



With copies to:

Peter J. Loughran, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000

 

Jonathan A. Schaffzin, Esq.
Stuart G. Downing, Esq.
Cahill Gordon & Reindel 
LLP
Eighty Pine Street
New York, New York 10005
(212) 701-3000



Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective.

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o



          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

CALCULATION OF REGISTRATION FEE

               
 
Title of Each Class of Securities
to be Registered

  Amount to be
Registered(1)

  Proposed Maximum
Aggregate Offering
Price Per Share(1)(2)

  Proposed Maximum
Aggregate Offering
Price(1)(2)

  Amount of
Registration Fee(3)

 

Common stock, $0.01 par value per share

  40,250,000   $23.00   $925,750,000   $126,273

 

(1)
Includes shares/offering price of shares that may be sold upon exercise of the underwriters' option to purchase additional shares.

(2)
This amount represents the proposed maximum aggregate offering price of the securities registered hereunder. These figures are estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

(3)
The registrant previously paid $13,640 of this amount.



          The registrant hereby amends this registration statement on such date or dates as may be necessary to delay the effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 31, 2013

35,000,000 Shares

GRAPHIC

Envision Healthcare Holdings, Inc.

Common Stock

        This is an initial public offering of shares of common stock of Envision Healthcare Holdings, Inc. All of the 35,000,000 shares of common stock are being sold by Envision Healthcare Holdings, Inc.

        Prior to this offering, there has been no public market for the common stock. It is currently estimated that the initial public offering price per share will be between $20.00 and $23.00. We have applied to list the common stock on the New York Stock Exchange under the symbol "EVHC". After the completion of this offering, investment funds sponsored by, or affiliated with, Clayton, Dubilier & Rice, LLC will continue to own a majority of the voting power of all outstanding shares of the common stock. As a result, we will be a "controlled company" within the meaning of the corporate governance standards of the New York Stock Exchange.

        See "Risk Factors" on page 15 to read about factors you should consider before buying shares of the common stock.



        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.



       
 
 
  Per Share
  Total
 

Initial public offering price

  $   $
 

Underwriting discount

  $   $
 

Proceeds, before expenses, to us

  $   $

 

        To the extent that the underwriters sell more than 35,000,000 shares of common stock, the underwriters have the option to purchase up to an additional 5,250,000 shares of common stock from us at the initial price to the public less the underwriting discount.



        The underwriters expect to deliver the shares against payment in New York, New York on                        , 2013.

Goldman, Sachs & Co.   Barclays   BofA Merrill Lynch   Citigroup


Credit Suisse

 

Deutsche Bank Securities

 

Morgan Stanley

 

RBC Capital Markets

 

UBS Investment Bank

Jefferies

Avondale Partners

 

 

 

 

 

Oppenheimer & Co.

Cantor Fitzgerald & Co.

 

Natixis

 

William Blair

 

Drexel Hamilton

   

Prospectus dated                        , 2013.


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LOGO


TABLE OF CONTENTS

Special Note Regarding Forward-Looking Statements and Information

  ii

Prospectus Summary

  1

Risk Factors

  15

Use of Proceeds

  46

Dividend Policy

  47

Capitalization

  48

Dilution

  50

Selected Historical Financial Data

  52

Management's Discussion and Analysis of Financial Condition and Results of Operations

  54

Business

  98

Management

  141

Executive Compensation

  148

Security Ownership of Certain Beneficial Owners and Management

  171

Certain Relationships and Related Party Transactions

  173

Description of Capital Stock

  177

Shares of Common Stock Eligible for Future Sale

  183

Description of Certain Indebtedness

  185

U.S. Federal Tax Considerations for Non-U.S. Holders

  191

Underwriting

  194

Legal Matters

  200

Where You Can Find More Information

  200

Experts

  201

Index to Consolidated Financial Statements

  F-1

          Through and including                           , 2013 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.



          We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

          This prospectus contains statements about future events and expectations that constitute forward-looking statements. Forward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements and you should not place undue reliance on such statements. Factors that could contribute to these differences include, but are not limited to, the following:

    Decreases in our revenue and profit margin under our fee-for-service contracts due to changes in volume, payor mix and third party reimbursement rates, including from political discord in the federal budgeting process;

    The loss of existing contracts;

    Failure to accurately assess costs under new contracts;

    Difficulties in our ability to recruit and retain qualified physicians and other healthcare professionals, and enforce our non-compete agreements with our physicians;

    Failure to implement some or all of our business strategies, including our efforts to grow our Evolution Health business and cross-sell our services;

    Lawsuits for which we are not fully reserved;

    The adequacy of our insurance coverage and insurance reserves;

    Our ability to successfully integrate strategic acquisitions;

    The high level of competition in the markets we serve;

    The cost of capital expenditures to maintain and upgrade our vehicle fleet and medical equipment;

    The loss of one or more members of our senior management team;

    Our ability to maintain or implement complex information systems;

    Disruptions in disaster recovery systems or management continuity planning;

    Our ability to adequately protect our intellectual property and other proprietary rights or to defend against intellectual property infringement claims;

    Challenges by tax authorities on our treatment of certain physicians as independent contractors;

    The impact of labor union representation;

    The impact of fluctuations in results due to our national contract with the Federal Emergency Management Agency ("FEMA");

    Potential penalties or changes to our operations if we fail to comply with extensive and complex government regulation of our industry;

    The impact of changes in the healthcare industry, including changes due to healthcare reform;

    Our ability to timely enroll our providers in the Medicare program;

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    Our ability to restructure our operations to comply with future changes in government regulation;

    The outcome of government investigations of certain of our business practices;

    Our ability to comply with the terms of our settlement agreements with the government;

    Our ability to generate cash flow to service our substantial debt obligations;

    The significant influence of investment funds sponsored by, or affiliated with, Clayton, Dubilier & Rice, LLC (the "CD&R Affiliates") over us; and

    The factors discussed in "Risk Factors".

          Words such as "anticipates", "believes", "continues", "estimates", "expects", "goal", "objectives", "intends", "may", "opportunity", "plans", "potential", "near-term", "long-term", "projections", "assumptions", "projects", "guidance", "forecasts", "outlook", "target", "trends", "should", "could", "would", "will" and similar expressions are intended to identify such forward-looking statements. We qualify any forward-looking statements entirely by these cautionary factors.

          Other risks, uncertainties and factors, including those discussed under "Risk Factors", could cause our actual results to differ materially from those projected in any forward-looking statements we make. Readers should read carefully the factors described in "Risk Factors" to better understand the risks and uncertainties inherent in our business and underlying any forward-looking statements.

          We assume no obligation to update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

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PROSPECTUS SUMMARY

          The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider before investing in our common stock. You should read this entire prospectus before making an investment decision. Unless the context otherwise requires, in this prospectus: (i) references to the "Company" mean Envision Healthcare Holdings, Inc. (formerly known as CDRT Holding Corporation), the issuer of the common stock offered hereby, (ii) references to "we", "us" and "our" mean the Company and its consolidated subsidiaries, (iii) references to "EVHC" mean Envision Healthcare Corporation (formerly known as Emergency Medical Services Corporation), an indirect wholly owned subsidiary of the Company, (iv) references to "AMR" mean American Medical Response, Inc., an indirect wholly owned subsidiary of the Company, and (v) references to "EmCare" mean EmCare Holdings, Inc., an indirect wholly owned subsidiary of the Company. References to "underwriters" refer to the firms listed on the cover page of this prospectus.


Company Overview

          We are a leading provider of physician-led, outsourced medical services in the United States with more than 20,000 affiliated clinicians. We offer a broad range of clinically-based and coordinated care solutions across the patient continuum, by which we mean the patient treatment cycle, from medical transportation to hospital encounters to comprehensive care alternatives in various settings. We believe that our capabilities offer a powerful value proposition to healthcare facilities, communities and payors by helping to improve the quality of care and lower overall healthcare costs. We market our services on a stand-alone, multi-service and integrated basis, primarily under our EmCare and AMR brands. EmCare, with nearly 8,000 affiliated physicians and other clinicians, is a leading provider of integrated facility-based physician services, including emergency, anesthesiology, hospitalist/inpatient care, radiology, tele-radiology and surgery. EmCare also offers physician-led care management solutions outside the hospital. AMR, with more than 12,000 paramedics and emergency medical technicians, is a leading provider and manager of community-based medical transportation services, including emergency ("911"), non-emergency, managed transportation, fixed-wing air ambulance and disaster response.

          Since becoming a private company in May 2011, our management has implemented a number of value-enhancing initiatives to expand our service offerings, increase our market presence and position us for future growth. Some of these initiatives include:

    Optimizing our contract portfolio and prioritizing markets at EmCare and AMR;

    Developing further EmCare's integrated service offerings, resulting in a meaningful acceleration of new contract growth;

    Re-aligning AMR's business model and strategy by improving productivity, clinical outcomes and the use of technology, leading to operating margin improvements and revenue growth opportunities; and

    Leveraging the core competencies of EmCare and AMR to extend our clinical capabilities into various settings outside the hospital.

          In 2012, we expanded EmCare's physician-led services outside the hospital through the formation of Evolution Health. Evolution Health provides comprehensive care management solutions through a suite of physician-led services, including transitional care teams, direct patient care and care coordination by clinicians outside the acute-care setting, as well as tele-monitoring and tele-medicine. Evolution Health serves patients who require comprehensive care across various settings, many of whom suffer from advanced illnesses and chronic diseases. Our Evolution Health solutions leverage many of the competencies of EmCare and AMR, including clinical resource

 

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management, patient flow coordination, evidence-based clinical protocols, community-based clinical and medical transportation services, patient monitoring and clinician recruitment.

          To better reflect the diversity of our services, in June 2013, we changed our name from CDRT Holding Corporation to Envision Healthcare Holdings, Inc., and our indirect wholly owned subsidiary, Emergency Medical Services Corporation, changed its name to Envision Healthcare Corporation.

          For the year ended December 31, 2012, we generated net revenue of $3.3 billion, of which EmCare represented 58% and AMR represented 42%, and Adjusted EBITDA of $404.5 million, of which EmCare represented 64% and AMR represented 36%. Approximately 86% of our net revenue for the year ended December 31, 2012 was generated under exclusive contracts. As of December 31, 2012, EmCare had contracts covering 604 clinical departments, and AMR had 169 "911" contracts and 3,619 non-emergency transport arrangements. During 2012, we had a total of 13.3 million "weighted patient encounters" and "weighted transports" across approximately 2,100 communities nationwide. In calculating "weighted patient encounters" at EmCare across our four main categories of patient encounters — emergency department ("ED") visits, hospitalist encounters, radiology reads and anesthesiology cases — each radiology read and anesthesiology case is not counted as a full patient encounter as we apply a discount factor to reflect differences in reimbursement rates for and associated costs of providing such services. In calculating "weighted transports" at AMR for our two main transport categories — ambulance transports and wheelchair transports — we likewise apply a discount factor to wheelchair transports. See "— Summary Consolidated Financial Data" for a discussion of Adjusted EBITDA and a reconciliation to net income.


Industry Trends

          We believe that we are well-positioned to benefit from trends currently affecting the healthcare services markets in which we compete, including:

          Continued Healthcare Services Outsourcing.    Due to the growing complexity of the healthcare delivery system, healthcare facilities and communities are increasingly turning to leading outsourced medical services providers that offer comprehensive solutions. Healthcare facilities continue to outsource as a result of increasing cost pressures, difficulty in recruiting physicians and the need to improve operational efficiency. Communities increasingly outsource medical transportation services due to cost pressures, service issues and the challenge of meeting peak emergency demands in a cost-effective manner while delivering optimal clinical outcomes. We believe that large, national providers of outsourced medical services will continue to benefit from these outsourcing trends and gain market share by demonstrating the ability to improve productivity, lower costs and enhance quality of care.

          Focus on Cost Containment.    As rising healthcare costs have further strained federal, state and local budgets, healthcare facilities, communities and payors have come under significant pressure to reduce costs and improve the quality of care. Opportunities to reduce healthcare costs include improving patient flow coordination, decreasing the length of hospital stays, reducing readmission rates, identifying more cost-efficient clinical settings and providing more efficient community-based and facility-based medical transportation services. In addition, there is increasing focus on the subset of patients that account for a disproportionate share of national healthcare costs. We believe that efficient management of care across the patient continuum, particularly for patients with complex and chronic conditions, represents a significant opportunity to reduce overall healthcare costs and improve quality and outcomes.

 

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          Shift Towards Coordinated Care and Measured Clinical Outcomes.    In the current healthcare environment, we believe the hospital-centric delivery system requires improved care coordination and communication among healthcare providers. We believe that improved collaboration and access to information across the patient continuum will facilitate the ability of healthcare providers to analyze patient data and identify more effective treatment protocols that ultimately improve outcomes and reduce costs. As the number of patients with complex and chronic conditions increases, innovative services that promote coordinated, cost-effective and high-quality care across different settings will be essential. In addition, we believe the ability to integrate evidence-based clinical protocols into patient-specific care is becoming increasingly important for patients, healthcare providers, healthcare facilities, communities and payors.

          Opportunities Created by Healthcare Legislation.    We anticipate that recent healthcare legislation will create opportunities for outsourced medical services providers. The Patient Protection and Affordable Care Act ("PPACA") is designed to provide healthcare coverage to previously uninsured individuals through the expansion of state Medicaid programs and the creation of federal and state healthcare exchanges. ED and ambulance providers typically encounter a significant proportion of patients who have no or limited healthcare insurance; for example, our self-payors (primarily uninsured patients) represented 18.3% of our total patient volume in 2012. Due to expected coverage expansion, we anticipate increased overall utilization of, and reimbursement for, outsourced medical services. We believe the impact of the PPACA and evolving value-based payment models will add further stress to conventional healthcare delivery systems and increase the need to coordinate and collaborate across the patient continuum. We expect that increased accountability for clinical quality and patient coordination will be a catalyst for healthcare facilities, communities and payors to align with leading providers of outsourced medical services.

          Utilization of Technology.    Technology has emerged as a vital tool for healthcare providers to optimize the delivery of care. We believe that technology investments as a means to monitor clinical outcomes, improve clinician productivity, contain costs and comply with regulatory reporting and government reimbursement requirements will be an important differentiator among outsourced providers. We believe that large, outsourced medical services providers that continue to dedicate resources and invest capital toward technology-enabled capabilities will be best-positioned to provide high-quality and cost-effective care.


Competitive Strengths

          We believe the following competitive strengths position us to capitalize on the favorable healthcare services industry trends:

          Leading Player in Large and Highly Fragmented Markets.    In 2012, we had a total of 13.3 million weighted patient encounters and weighted transports across approximately 2,100 communities. We are one of the largest outsourced providers in our markets, though we estimate that none of our services currently has greater than an 8% share of its respective total market. Due to our scale and scope, we are able to offer our customers integrated services and national contracting capabilities, while demonstrating differentiated clinical outcomes across our businesses. We have developed strong brand recognition and competitive advantages in clinician recruitment as a result of our market position, clinical best practices and clinician leadership development programs. We believe that our scale and scope, when combined with our capabilities and comprehensive service offerings across the patient continuum, enable us to enter strategic business partnerships with multi-state hospital systems and communities, differentiating us from local and regional competitors. Given our market positions and the highly fragmented markets in which we provide our services, we believe there continue to be significant opportunities to grow market share by obtaining new contracts and through targeted acquisitions.

 

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          Strong and Consistent Revenue Growth from Diversified Sources.    We have a history of delivering strong revenue growth through a combination of new contracts, same-contract revenue growth and acquisitions. We believe that our significant new contract revenue growth has been driven by our differentiated service offerings and ability to deliver efficient, high-quality care. Further, new contract growth has been accelerating since 2011 as a result of our integrated service offerings and the success of each of EmCare and AMR in cross-selling services to their respective customers. Our new contract pipeline remains robust across each of our businesses. We believe that same-contract revenue growth is supported by consistent underlying market volume trends and stable pricing due to the emergency nature of many of our services. Market volumes have been driven primarily by the non-discretionary nature of our services, aging demographics and primary care physician shortages that drive additional patients to emergency rooms. Furthermore, we expect that the PPACA will increase patient volumes and provide reimbursement opportunities with respect to previously uninsured patients. To supplement our same-contract and new contract organic growth, we have a proven track record of executing strategic acquisitions to expand our service lines and market presence.

          Differentiated Service Model Well-Positioned for Growth.    We provide a broad set of clinically-based solutions designed to enable healthcare providers, hospital systems, communities and payors to realize economic and clinical benefits. EmCare is differentiated by providing integrated physician and clinician resource management across multiple service lines, utilizing comprehensive evidence-based clinical protocols and employing a data-driven process to more effectively recruit and retain physicians. AMR is differentiated by its clinical expertise, logistics management, dispatch and communication center expertise and disaster response on a local and national level. Evolution Health, which draws upon the competencies of EmCare and AMR, partners with payors, hospitals and hospitalist physicians to provide physician-led coordinated care teams in multiple settings. The quality and cost-effectiveness of care delivered by these care teams is enhanced by our medical command center for remote tele-medicine, our community-based paramedics for in-home patient monitoring and our transportation services for transferring patients between medical settings. Through the coordination of care among our service lines, we believe that we can deliver a differentiated offering of comprehensive care solutions across the patient continuum.

          Ability to Attract and Retain High Quality Physicians and Other Clinicians.    Through our differentiated recruiting databases and processes, we are able to identify and target high quality clinicians, many with a local market connection, to optimally match the needs of our facility-based and community-based customers. We offer physicians and other clinicians substantial flexibility in terms of geographic location, scheduling work hours, benefit packages and opportunities for career development. We also offer clinicians the ability to provide care across the patient continuum, including in pre-hospital, hospital and post-hospital environments. We believe that our national presence and operating infrastructure enable us to provide attractive opportunities for our clinicians to enhance their skills through extensive clinical and leadership development programs. At EmCare, we have established what we believe is a highly effective medical director leadership development program. At AMR, we believe we have developed the largest paramedic and emergency medical technician training program in the country. We believe that our differentiated recruiting, training and development programs strengthen our customer and provider relationships, enhance our strong contract and clinician retention rates, and allow us to efficiently recruit clinicians to support our robust new contract pipeline across each of our businesses.

          Significant Recurring Revenue with Strong and Stable Cash Flow.    We believe that our business model and the contractual nature of our businesses drive a meaningful amount of recurring revenue. We believe that our ability to consistently deliver high levels of customer service to improve our customers' key metrics is illustrated by our long-term customer relationships. The

 

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ten largest customers at EmCare and AMR have an average tenure of 15 and 31 years, respectively. During 2012, approximately 86% of our net revenue was generated under exclusive contracts that historically have yielded high retention rates. We believe that our recurring revenue, when combined with our attractive operating margins and relatively low capital expenditure and working capital requirements, has resulted in strong and predictable cash flows. We believe that our geographic, customer, facility and service line diversification further supports the stability of our business model and cash flows.

          Efficient Cost Structure and Disciplined Approach to Sustainable Growth.    We have a strong track record of achieving profitable growth, increasing operating margins and identifying cost reduction opportunities. From 2008 to 2012, our revenue grew at a compound annual growth rate ("CAGR") of 8.2%. Over the same time period, our Adjusted EBITDA CAGR was 13.2%, with Adjusted EBITDA margins increasing 210 basis points, which we believe was driven primarily by our disciplined approach to obtaining new business as well as continued efficiency and productivity improvements. We have improved our AMR operations by investing in enhanced deployment technology and processes, re-aligning our support costs and exiting certain underperforming contracts, resulting in improved operating margins. At EmCare, we have implemented initiatives to improve physician productivity, including more efficient scheduling around peak and off-peak hours, use of mid-level providers and re-aligning physician compensation programs, each of which resulted in improved hospital metrics. We believe there are significant additional opportunities to improve productivity and reduce operating costs.

          Scalable Technologies and Systems.    As the healthcare industry evolves towards value-based care, we believe that our technology investments and underlying technology infrastructure will facilitate improved productivity and patient outcomes. Our recent proprietary technology investments include: (i) real-time patient reporting systems at EmCare to enhance tracking of key patient metrics and improve information flow to our hospital customers, (ii) ePCR (electronic patient care record) at AMR to enhance clinical data collection and improve billing system automation and (iii) innovative medical command center at Evolution Health, which provides for clinical intervention with patients through remote access to physicians and other clinicians and tele-medicine solutions. We believe that our existing technology infrastructure and continued technology investments will enhance our value proposition and further differentiate us from our competitors.

          Strong and Experienced Management Team with Demonstrated Track Record of Performance.    We have a strong and innovative senior management team who established a track record of success while working together at our company for more than a decade. We are led by William Sanger, our Chief Executive Officer, who has 37 years of industry experience. Randel Owen, our Executive Vice President, Chief Operating Officer and Chief Financial Officer, has 30 years of industry experience. Todd Zimmerman, EmCare's Chief Executive Officer and one of our Executive Vice Presidents, has 22 years of industry experience. Edward Van Horne, the President of AMR, has 23 years of industry experience. Our management team has recently implemented a number of value-enhancing initiatives which have resulted in strong organic revenue growth and improved operating margins.


Business Strategy

          We intend to enhance our leading market positions by implementing the following key elements of our business strategy:

          Capitalize on Organic Growth Opportunities.    Our scale and scope, leading market positions and long operating history combined with our value-enhancing initiatives since 2011, provide us with competitive advantages to continue to grow our business. We intend to gain market share from local, regional and national competitors as well as through continued outsourcing of

 

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clinical services by healthcare facilities, communities and payors. We believe that EmCare is well-positioned to continue to generate significant organic growth due to its integrated service offerings, differentiated, data-driven processes to recruit and retain physicians, scalable technology and sophisticated risk management programs. At AMR, we believe market share gains will be driven by our strong clinical expertise, differentiated clinical results, high-quality service, strong brand recognition and advanced information technology capabilities. We anticipate driving significant organic growth in Evolution Health by adding new contracts to meet the demand for physician-led care management solutions outside the hospital.

          Grow Complementary and Integrated Service Lines.    Our continued focus on cross-selling and offering integrated services across the patient continuum has helped hospital systems, communities and payors to realize economic benefits and clinical value for patients. At EmCare, we continue to expand and integrate our ED, anesthesiology, hospitalist, post-hospital, radiology, tele-radiology and surgery services. Our ability to cross-sell EmCare services is enhanced by our national and regional contracts that provide preferred access to certain healthcare facilities throughout the United States. These factors, among others, have increased the percentage of healthcare facilities utilizing multiple EmCare service lines from 11% in 2009 to 19% in 2012. At AMR, we have expanded service lines, such as our managed transportation operations, fixed-wing air transportation services and community paramedic programs, with both new and existing customers. We expect Evolution Health to be a catalyst for cross-selling our services across all of our businesses and not just within a particular segment or service line.

          Supplement Organic Growth with Selective Acquisitions.    The markets in which we compete are highly fragmented, with only a few national providers. We believe we have a successful track record of completing and integrating selective acquisitions in both our EmCare and AMR segments that have enhanced our presence in existing markets, facilitated our entry into new geographies and expanded the scope of our services. For the five-year period from 2007 through 2011, we successfully completed and integrated 24 acquisitions that were funded primarily through operating cash flows. In 2012, we acquired five companies for total consideration of more than $190 million. We combined two of these acquired entities in 2012 to create our Evolution Health business. We believe there are substantial opportunities for additional acquisitions across our businesses. We will continue to follow a disciplined strategy in exploring future acquisitions by analyzing the strategic rationale, financial impact and organic growth profile of each potential opportunity.

          Enhance Operational Efficiencies and Productivity.    We believe there continue to be significant opportunities to build upon our success in improving our productivity and profitability. At AMR, we expect to benefit from additional investments in technology aimed at improving deployment of our resources. We also believe there are opportunities in areas such as optimization of field operations and fleet management. At EmCare, we continue to focus on initiatives to improve productivity. These include more efficient scheduling, continued use of mid-level providers, enhancing our leadership training programs and improving and re-aligning compensation programs. We believe that our significant investments in scalable technology systems will facilitate additional cost reductions and efficiencies.

          Expand our Evolution Health Business.    We believe that our strong market positions in integrated facility-based physician services and community-based medical transportation services uniquely position us to provide physician-led care management solutions outside the hospital. We offer an attractive value proposition through our business model which helps payors reduce their cost of care, promote the most appropriate care in the most appropriate setting, identify member health risks, enable self-care and independence at home, and reduce hospital lengths of stay and readmissions. For hospitals, we believe our business model can improve patient flow coordination,

 

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decrease lengths of stay and reduce readmission rates. We are implementing our strategy by first utilizing analytics to identify eligible patients and then employing multiple techniques and physician-led services to manage the quality and cost of patient care, including transitional care teams, direct patient care and care coordination by clinicians outside the acute-care setting, tele-monitoring and tele-medicine.


Ownership and Corporate Information

          In May 2011, pursuant to the Agreement and Plan of Merger (the "Merger Agreement") among EVHC, Envision Healthcare Intermediate Corporation, formerly known as CDRT Acquisition Corporation ("Intermediate Corporation"), and CDRT Merger Sub, Inc. ("Sub"), Sub merged with and into EVHC, with EVHC as the surviving corporation and an indirect wholly owned subsidiary of the Company (the "Merger"). All of the outstanding common stock of the Company is currently owned by the CD&R Affiliates and our directors, officers and employees. See "Security Ownership of Certain Beneficial Owners and Management". As a result of the Merger, our historical consolidated financial statements and financial data are presented in two periods: the period prior to the Merger ("Predecessor") and the period succeeding the Merger ("Successor"). Financial information for the Predecessor period is for EVHC.

          After completion of this offering, we expect that the CD&R Affiliates will hold approximately 77.1% of our common stock. As a result, we expect to qualify as and elect to be a "controlled company" within the meaning of the New York Stock Exchange ("NYSE") rules following the completion of this offering. This election will allow us to rely on exemptions from certain corporate governance requirements otherwise applicable to NYSE-listed companies. See "Management — Corporate Governance".

          Clayton, Dubilier & Rice, LLC (along with its associated investment funds, or any successor to its investment management business, "CD&R") was founded in 1978. CD&R is a private equity firm composed of a combination of financial and operating executives pursuing an investment strategy predicated on building stronger, more profitable businesses. Since inception, CD&R has managed the investment of approximately $18 billion in 56 U.S. and European businesses with an aggregate transaction value of approximately $90 billion. CD&R has a disciplined and clearly defined investment strategy with a special focus on multi-location services and distribution businesses.

          We are a Delaware corporation incorporated in February 2011 in connection with the Merger. In June 2013, we changed our name from CDRT Holding Corporation to Envision Healthcare Holdings, Inc., and our indirect wholly owned subsidiary, Emergency Medical Services Corporation, changed its name to Envision Healthcare Corporation. Our principal executive offices are located at 6200 S. Syracuse Way, Suite 200, Greenwood Village, CO 80111, and our telephone number at that address is (303) 495-1200.

          We conduct our business primarily through two operating subsidiaries, EmCare and AMR. Due to the corporate practice of medicine restrictions in certain states, we maintain long-term management contracts with affiliated physician groups which employ or contract with physicians to provide physician services. These entities are not subsidiaries of the Company but are consolidated for financial reporting purposes. See "Business — EmCare — Contracts — Affiliated Physician Group Contracts". Our indirect wholly owned subsidiary, EVHC, is the borrower under EVHC's seven-year senior secured term loan facility (as further described in "Description of Certain Indebtedness — Term Loan Facility", the "Term Loan Facility") and five-year senior secured asset-based loan facility (as further described in "Description of Certain Indebtedness — ABL Facility", the "ABL Facility") of up to $450 million and the obligor on $950 million aggregate principal amount of 8.125% Notes due 2019 (as further described in "Description of Certain Indebtedness — 2019

 

7


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Notes", the "2019 Notes"). As of June 30, 2013, there was $1,305 million outstanding under the Term Loan Facility and $28 million outstanding under the ABL Facility.

          The following chart illustrates our organizational structure. Certain immaterial subsidiaries of EVHC have been omitted from this chart for convenience.

GRAPHIC


(1)
We intend to use a portion of the net proceeds from this offering to redeem in full our outstanding 9.250% / 10.000% Senior PIK Toggle Notes due 2017 (the "PIK Notes").


Market and Industry Data

          The market and industry data contained in this prospectus, including trends in our markets and our position within such markets, are based on a variety of sources, including our good faith estimates, which are derived from our review of internal surveys, information obtained from customers and publicly available information, as well as from independent industry publications, government publications, reports by market research firms and other published independent sources. Although we believe these sources are reliable, neither we nor the underwriters have independently verified the information. None of the independent industry publications used in this prospectus were prepared on our or our affiliates' behalf. No source cited in this prospectus consented to the inclusion of any data from any such publication, nor have we sought its consent. Estimates of market size and relative positions in a market are difficult to develop and inherently uncertain. Accordingly, investors should not place undue weight on the industry and market share data presented in this prospectus.

 

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Table of Contents


Trademarks and Service Marks

          This prospectus uses certain brand names, trademarks and service marks of the Company, including EmCare® and American Medical Response®. We do not intend our use or display of other trade names, trademarks or service marks to imply relationships with, or endorsement of us by, any other company or its goods or services.


Risks Related to Our Business

          Investing in our common stock involves a high degree of risk. You should carefully consider all of the information in this prospectus prior to investing in our common stock, including the risks related to our business and the healthcare industry that are described under "Risk Factors" elsewhere in this prospectus. Among these important risks are, without limitation, the following:

    we are subject to decreases in our revenue and profit margin under our fee-for-service contracts due to changes in volume, payor mix and third party reimbursement rates, including from political discord in the federal budgeting process;

    our revenue would be adversely affected if we lose existing contracts;

    we may not accurately assess the costs we will incur under new contracts;

    we may not be able to successfully recruit and retain physicians and other healthcare professionals;

    we may fail to implement some or all of our business strategies, including our efforts to grow our Evolution Health business and cross-sell our services;

    we may make acquisitions which could divert the attention of management and which may not be integrated successfully into our existing business;

    the high level of competition in the markets we serve could adversely affect our contract and revenue base;

    our business depends on numerous complex information systems that we may fail to maintain or implement;

    we conduct business in a heavily regulated industry and if we fail to comply with these laws and regulations, we could incur penalties or be required to make significant changes to our operations;

    the recent healthcare reform legislation and other changes in the healthcare industry and in healthcare spending may adversely affect our revenue;

    changes in the rates or methods of third party reimbursements, including due to political discord in the budgeting process outside our control, may adversely affect our revenue and operations;

    our substantial indebtedness may adversely affect our financial health;

    the CD&R Affiliates will retain significant influence over us and may not always exercise their influence in a way that benefits our public stockholders; and

    other factors set forth under "Risk Factors" in this prospectus.

 

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The Offering

Common stock offered by us

  35,000,000 shares

Common stock outstanding after the offering

 

167,082,885 shares

Option to purchase additional shares of common stock

 

The underwriters have a 30-day option to purchase an additional 5,250,000 shares of common stock from us at the initial offering price less underwriters' discounts and commissions.

Use of proceeds

 

We estimate that our net proceeds from the offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $709 million. We intend to use the net proceeds from this offering to redeem in full the PIK Notes, to pay a fee to CD&R to terminate our consulting agreement with CD&R in connection with the consummation of this offering and for general corporate purposes, which may include, among other things, further repayment of indebtedness. See "Use of Proceeds".

Dividend policy

 

We do not expect to pay dividends on our common stock for the foreseeable future. See "Dividend Policy".

Proposed stock exchange symbol

 

"EVHC"

          The number of shares of our common stock to be outstanding immediately following this offering is based on the number of our shares of common stock outstanding as of June 30, 2013 but excludes:

    16,257,375 shares of common stock issuable upon exercise of options outstanding as of June 30, 2013 at a weighted average exercise price of $3.58 per share;

    78,308 shares of our common stock subject to restricted stock units outstanding as of June 30, 2013; and

    16,708,289 shares of common stock reserved for future issuances under the Envision Healthcare Holdings, Inc. 2013 Omnibus Incentive Plan (the "Omnibus Incentive Plan"), which include up to approximately 55,000 shares of common stock issuable upon exercise of options with an exercise price equal to the initial public offering price set forth on the cover of this prospectus, which are expected to be granted to executive officers and employees upon the effectiveness of the registration statement of which this prospectus forms a part.

          Unless otherwise indicated, all information in this prospectus:

    reflects a 9.3 for 1 stock split of our shares of common stock effected on July 29, 2013;

    gives effect to the issuance of 35,000,000 shares of common stock in this offering;

    assumes the initial public offering price of our common stock will be $21.50 per share (which is the mid-point of the price range set forth on the cover page of this prospectus);

    assumes no exercise by the underwriters of their option to purchase 5,250,000 additional shares; and

    gives effect to amendments to our certificate of incorporation and by-laws to be adopted prior to the completion of this offering.

 

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Summary Consolidated Financial Data

          The following table sets forth our summary historical financial data derived from our consolidated financial statements for each of the periods indicated. The summary historical consolidated financial data as of December 31, 2012 and 2011 and for the Successor year ended December 31, 2012, the Successor period from May 25 through December 31, 2011, the Predecessor period from January 1 through May 24, 2011 and the Predecessor year ended December 31, 2010 set forth below are derived from our audited consolidated financial statements and related notes included elsewhere in this prospectus. The summary historical consolidated financial data as of December 31, 2010 are derived from our audited consolidated financial statements and related notes not included in this prospectus. The summary historical consolidated financial data for the three- and six-month periods ended June 30, 2013 and 2012 (Successor periods) and our consolidated balance sheet data as of June 30, 2013 are derived from our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus. The summary historical consolidated balance sheet data as of June 30, 2012 are derived from our unaudited condensed consolidated financial statements and selected notes not included in this prospectus. The historical consolidated financial data for the Predecessor periods are for EVHC.

          This "Summary Consolidated Financial Data" should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus. Our historical financial data may not be indicative of our future performance.

 

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  Successor    
  Predecessor  
 
  Quarter ended
June 30,
  Six months ended
June 30,
   
 
Period from
May 25
through
December 31,
2011
 


 
Period from
January 1
through
May 24,
2011
   
 
 
 
Year ended
December 31,
2012
 
Year ended
December 31,
2010
 
 
 
2013
 
2012
 
2013
 
2012
   
 
 
  (unaudited)
   
   
   
   
   
 
 
  (dollars in thousands, except share and per share data)
 

Statement of Operations Data:

                                                     

Revenue, net of contractual discounts

  $ 1,689,805   $ 1,444,131   $ 3,295,053   $ 2,851,921   $ 5,834,632   $ 3,146,039       $ 2,053,311   $ 4,790,834  

Provision for uncompensated care

    (790,550 )   (643,033 )   (1,507,474 )   (1,244,529 )   (2,534,511 )   (1,260,228 )       (831,521 )   (1,931,512 )
                                       

Net revenue

    899,255     801,098     1,787,579     1,607,392     3,300,121     1,885,811         1,221,790     2,859,322  

Compensation and benefits

    643,960     562,838     1,285,749     1,128,703     2,307,628     1,311,060         874,633     2,023,503  

Operating expenses

    102,308     96,807     202,758     204,388     421,424     259,639         156,740     359,262  

Insurance expense

    25,840     27,555     51,673     52,445     97,950     65,030         47,229     97,330  

Selling, general and administrative expenses

    23,790     20,136     45,788     39,129     78,540     44,355         29,241     67,912  

Depreciation and amortization expense

    34,622     30,762     69,377     61,252     123,751     71,312         28,467     65,332  

Restructuring charges

    3,032     2,744     3,669     8,723     14,086     6,483              
                                       

Income from operations

    65,703     60,256     128,565     112,752     256,742     127,932         85,480     245,983  

Interest income from restricted assets

    266     258     632     545     625     1,950         1,124     3,105  

Interest expense

    (50,002 )   (41,514 )   (101,754 )   (84,966 )   (182,607 )   (104,701 )       (7,886 )   (22,912 )

Realized gain (loss) on investments

    105     63     118     361     394     41         (9 )   2,450  

Interest and other (expense) income

    (249 )   241     (12,970 )   403     1,422     (3,151 )       (28,873 )   968  

Loss on early debt extinguishment

        (5,172 )   (122 )   (5,172 )   (8,307 )           (10,069 )   (19,091 )
                                       

Income before income taxes, equity in earnings of unconsolidated subsidiary and noncontrolling interest

    15,823     14,132     14,469     23,923     68,269     22,071         39,767     210,503  

Income tax expense

    (6,313 )   (6,266 )   (8,881 )   (10,504 )   (27,463 )   (9,328 )       (19,242 )   (79,126 )
                                       

Income before equity in earnings of unconsolidated subsidiary and noncontrolling interest

    9,510     7,866     5,588     13,419     40,806     12,743         20,525     131,377  

Equity in earnings of unconsolidated subsidiary income

    87     105     162     214     379     276         143     347  

Net income attributable to noncontrolling interest

        (130 )                            
                                       

Net income

  $ 9,597   $ 7,841   $ 5,750   $ 13,633   $ 41,185   $ 13,019       $ 20,668   $ 131,724  
                                       

Other comprehensive income (loss), net of tax:

                                                     

Unrealized holding (losses) gains during the period

    (13 )   161     (449 )   203     1,632     (41 )       182     164  

Unrealized gains (losses) on derivative financial instruments

    20     (1,254 )   (278 )   (1,265 )   857     (2,661 )       25     963  
                                       

Comprehensive income

  $ 9,604   $ 6,748   $ 5,023   $ 12,571   $ 43,674   $ 10,317       $ 20,875   $ 132,851  
                                       

Weighted average shares outstanding (in millions):

                                                     

Basic

    131.7     130.2     131.2     130.2     130.2     129.5         411.8     408.8  

Diluted

    137.3     132.1     136.0     132.0     132.9     130.8         417.1     415.6  

Earnings per share:

                                                     

Basic

  $ 0.07   $ 0.06   $ 0.04   $ 0.10   $ 0.32   $ 0.10       $ 0.05   $ 0.32  

Diluted

  $ 0.07   $ 0.06   $ 0.04   $ 0.10   $ 0.31   $ 0.10       $ 0.05   $ 0.32  

Other Financial Data:

                                                     

Adjusted EBITDA(1)

  $ 105,935   $ 96,332   $ 206,867   $ 187,896   $ 404,452   $ 214,789       $ 130,582   $ 322,119  

 

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  Successor    
  Predecessor  
 
  Quarter ended
June 30,
  Six months ended
June 30,
   
 
Period from
May 25
through
December 31,
2011
 


 
Period from
January 1
through
May 24,
2011
   
 
 
 
Year ended
December 31,
2012
 
Year ended
December 31,
2010
 
 
 
2013
 
2012
 
2013
 
2012
   
 
 
  (unaudited)
   
   
   
   
   
 
 
  (dollars in thousands, except share and per share data)
 

Balance Sheet Data (at end of period):

                                                     

Cash and cash equivalents

              $ 37,032   $ 124,198   $ 57,832   $ 134,023             $ 287,361  

Working capital(2)

                378,556     370,376     274,565     385,323               531,477  

Property, plant and equipment, net

                186,375     188,625     191,864     191,946               133,731  

Total assets

                4,040,186     3,893,872     4,036,833     4,013,108               1,748,552  

Total debt(3)

                2,723,372     2,208,984     2,677,913     2,380,389               421,276  

Net debt(3)

                2,686,340     2,084,786     2,620,081     2,246,366               133,915  

Total equity

                554,653     934,575     544,687     913,490               847,205  

Cash Flow Data(4):

                                                     

Cash flows provided by (used in):

                                                     

Operating activities

  $ (12,739 ) $ 13,080   $ (6,097 ) $ 63,131   $ 216,435   $ 114,821       $ 67,975   $ 185,544  

Investing activities

    (22,977 )   42,959     (27,747 )   81,044     (154,043 )   (2,965,976 )       (89,459 )   (158,865 )

Financing activities

    (7,384 )   (161,202 )   13,044     (154,000 )   (138,583 )   2,698,630         20,671     (72,206 )

Purchases of property, plant and equipment

    15,705     12,475     26,198     25,185     60,215     46,351         18,496     49,121  

Pro Forma Data(5):

                                                     

Pro forma interest expense

  $ 38,539   $ 41,514   $ 78,829   $ 84,966   $ 171,145                        

Pro forma net income

    16,475     7,841     19,505     13,633     48,062                        

Pro forma total debt

                2,273,372     2,208,984     2,227,913                        

(1)
Adjusted EBITDA is defined as net income before equity in earnings of unconsolidated subsidiary, income tax expense, loss on early debt extinguishment, interest and other (expense) income, realized gain (loss) on investments, interest expense, equity-based compensation expense, related party management fees, restructuring charges, depreciation and amortization expense and net income attributable to noncontrolling interest. Adjusted EBITDA measures are commonly used by management and investors as performance measures and liquidity indicators. Adjusted EBITDA is not considered a measure of financial performance under U.S. generally accepted accounting principles ("GAAP"), and the items excluded therefrom are significant components in understanding and assessing our financial performance. Adjusted EBITDA should not be considered in isolation or as an alternative to such GAAP measures as net income (loss), cash flows provided by or used in operating, investing or financing activities or other financial statements data presented in our consolidated financial statements as an indicator of financial performance or liquidity. Some of these limitations are:

Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs;

Adjusted EBITDA does not reflect interest expense, or the requirements necessary to service interest or principal payments on debt;

Adjusted EBITDA does not reflect income tax expenses or the cash requirements to pay taxes;

Adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; and

Although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.


Because Adjusted EBITDA is not a measure determined in accordance with GAAP and is susceptible to varying calculations, Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies.

 

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          The following table sets forth a reconciliation of Adjusted EBITDA to net income for the periods presented:

 
  Successor    
  Predecessor  
 
  Quarter ended
June 30,
  Six months ended
June 30,
   
 
Period from
May 25
through
December 31,
2011
 


 
Period from
January 1
through
May 24,
2011
   
 
 
 
Year ended
December 31,
2012
 
Year ended
December 31,
2010
 
 
 
2013
 
2012
 
2013
 
2012
   
 
 
  (unaudited)
   
   
   
   
   
 
 
  (dollars in thousands, except share and per share data)
 

Net income

  $ 9,597   $ 7,841   $ 5,750   $ 13,633   $ 41,185   $ 13,019       $ 20,668   $ 131,724  

Net income attributable to noncontrolling interest(a)

        130                              

Equity in earnings of unconsolidated subsidiary(b)

    (87 )   (105 )   (162 )   (214 )   (379 )   (276 )       (143 )   (347 )

Income tax expense

    6,313     6,266     8,881     10,504     27,463     9,328         19,242     79,126  

Loss on debt extinguishment(c)

        5,172     122     5,172     8,307             10,069     19,091  

Interest and other expense (income)

    249     (241 )   12,970     (403 )   (1,422 )   3,151         28,873     (968 )

Realized (gain) loss on investments(d)

    (105 )   (63 )   (118 )   (361 )   (394 )   (41 )       9     (2,450 )

Interest expense

    50,002     41,514     101,754     84,966     182,607     104,701         7,886     22,912  

Related party management fees(e)

    1,250     1,250     2,500     2,500     5,000     3,014         399     1,000  

Equity-based compensation expense(f)

    1,062     1,062     2,124     2,124     4,248     4,098         15,112     6,699  

Restructuring charges(g)

    3,032     2,744     3,669     8,723     14,086     6,483              

Depreciation and amortization expense

    34,622     30,762     69,377     61,252     123,751     71,312         28,467     65,332  
                                       

Adjusted EBITDA

  $ 105,935   $ 96,332   $ 206,867   $ 187,896   $ 404,452   $ 214,789       $ 130,582   $ 322,119  
                                       
(a)
Represents the noncontrolling interest in a joint venture entity.

(b)
Represents the equity in earnings recognized in the 2010, 2011, 2012 and 2013 periods relating to the minority interest held by AMR in a joint venture in Trinidad. AMR recognizes equity in earnings of the unconsolidated subsidiary in the income statement but not in Adjusted EBITDA.

(c)
Represents the write-off of debt issuance costs associated with unscheduled debt repayments and with the redemption of EVHC's senior subordinated notes in 2010, and the write-off of debt issuance costs associated with unscheduled debt repayments in 2011 and 2012.

(d)
Represents realized gains or losses on investments held at EMCA Insurance Company, Ltd. ("EMCA") associated with insurance related assets. These gains or losses are recorded only upon a sale or maturity of such investments.

(e)
Represents the management fee paid to CD&R for the Successor period and management fees paid to Onex Partners LP and Onex Corporation ("Onex") for the Predecessor period.

(f)
Represents the non-cash equity based compensation expense related to equity based awards under the Predecessor and Successor equity incentive plans.

(g)
Represents restructuring charges incurred in connection with the continuing efforts to re-align operations and billing functions of AMR and EmCare and reduce administrative costs at EVHC.
(2)
Working capital is defined as current assets less current liabilities.

(3)
Total debt is defined as long-term debt and capital lease obligations, including current maturities, and excludes adjustments resulting from loan fees, which are accounted for as a reduction to outstanding debt. Net debt is defined as Total debt less cash and cash equivalents. Total debt and Net debt amounts are reduced by $15.0 million principal amount of EVHC's 2019 Notes held by EVHC's captive insurance subsidiary, EMCA as of June 30, 2013 and December 31, 2012.

(4)
In April 2013, we paid $52.1 million in a settlement of a former stockholder's appraisal action arising from the Merger. $13.7 million of this payment is included in cash flows from operating activities and $38.3 million is included in cash flows from financing activities for the three and six months ended June 30, 2013. See Note 9 to our unaudited consolidated financial statements included elsewhere in this prospectus.

(5)
The pro forma data presented reflect (i) the sale by us of 35,000,000 shares of our common stock in this offering at an assumed initial public offering price of $21.50 per share (which is the midpoint of the price range set forth on the cover page of this prospectus) and (ii) the use of a portion of the net proceeds therefrom to redeem in full the PIK Notes as described in "Use of Proceeds".

 

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RISK FACTORS

          Investing in our common stock involves a high degree of risk. Before you make your investment decision, you should carefully consider the risks described below and the other information contained in this prospectus, including our consolidated financial statements and related notes. If any of the following risks actually occurs, our business, financial position, results of operations or cash flows could be materially adversely affected.

          You should carefully consider the factors described below, in addition to the other information set forth in this prospectus, when evaluating us and our business. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also materially and adversely affect our business operations. Any of the following risks could materially adversely affect our business, financial condition or results of operations.

Risks Related to Our Business

We are subject to decreases in our revenue and profit margin under our fee-for-service contracts, where we bear the risk of changes in volume, payor mix and third party reimbursement rates.

          In our fee-for-service arrangements, which generated approximately 82% of our net revenue for the year ended December 31, 2012, we, or our affiliated physicians, collect the fees for transports and physician services provided. Under these arrangements, we assume financial risks related to changes in the mix of insured and uninsured patients and patients covered by government-sponsored healthcare programs, third party reimbursement rates, and transports and patient volume. In some cases, our revenue decreases if our volume or reimbursement decreases, but our expenses may not decrease proportionately. See "— Risks Related to Healthcare Regulation — Changes in the rates or methods of third party reimbursements, including due to political discord in the budgeting process outside our control, may adversely affect our revenue and operations".

          We collect a smaller portion of our fees for services rendered to uninsured patients than for services rendered to insured patients. Our credit risk related to services provided to uninsured individuals is exacerbated because the law requires communities to provide "911" emergency response services and hospital EDs to treat all patients presenting to the ED seeking care for an emergency medical condition regardless of their ability to pay. We also believe uninsured patients are more likely to seek care at hospital EDs because they frequently do not have a primary care physician with whom to consult.

Our revenue would be adversely affected if we lose existing contracts.

          A significant portion of our growth historically has resulted from increases in the number of patient encounters and fees for services we provide under existing contracts, the addition of new contracts and the increase in the number of emergency and non-emergency transports. Substantially all of our net revenue in the year ended December 31, 2012 was generated under contracts, including exclusive contracts that accounted for approximately 86% of our 2012 net revenue. Our contracts with hospitals generally have terms of three years and the term of our contracts with communities to provide "911" services generally ranges from three to five years. Most of our contracts are terminable by either of the parties upon notice of as little as 30 days. Any of our contracts may not be renewed or, if renewed, may contain terms that are not as favorable to us as our current contracts. We cannot assure you that we will be successful in retaining our existing contracts or that any loss of contracts would not have a material adverse effect on our business, financial condition and results of operations. Furthermore, certain of our contracts will expire during each fiscal period, and we may be required to seek renewal of these contracts through a formal bidding process that often requires written responses to a request for proposal

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("RFP"). We cannot assure you that we will be successful in retaining such contracts or that we will retain them on terms that are as favorable as present terms.

We may not accurately assess the costs we will incur under new contracts.

          Our new contracts increasingly involve a competitive bidding process. When we obtain new contracts, we must accurately assess the costs we will incur in providing services in order to realize adequate profit margins and otherwise meet our financial and strategic objectives. Increasing pressures from healthcare payors to restrict or reduce reimbursement rates at a time when the costs of providing medical services continue to increase make assessing the costs associated with the pricing of new contracts, as well as maintenance of existing contracts, more difficult. In addition, integrating new contracts, particularly those in new geographic locations, could prove more costly, and could require more management time, than we anticipate. Our failure to accurately predict costs or to negotiate an adequate profit margin could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to successfully recruit and retain physicians and other healthcare professionals with the qualifications and attributes desired by us and our customers.

          Our ability to recruit and retain affiliated physicians and other healthcare professionals significantly affects our performance under our contracts. Our customer hospitals have increasingly demanded a greater degree of specialized skills, training and experience in the healthcare professionals providing services under their contracts with us. This decreases the number of healthcare professionals who may be permitted to staff our contracts. Moreover, because of the scope of the geographic and demographic diversity of the hospitals and other facilities with which we contract, we must recruit healthcare professionals, and particularly physicians, to staff a broad spectrum of contracts. We have had difficulty in the past recruiting physicians to staff contracts in some regions of the country and at some less economically advantaged hospitals. Moreover, we compete with other entities to recruit and retain qualified physicians and other healthcare professionals to deliver clinical services. Our future success in retaining and winning new hospital contracts depends in part on our ability to recruit and retain physicians and other healthcare professionals to maintain and expand our operations.

Our non-compete agreements and other restrictive covenants involving physicians may not be enforceable.

          We have contracts with physicians and professional corporations in many states. Some of these contracts, as well as our contracts with hospitals, include provisions preventing these physicians and professional corporations from competing with us both during and after the term of our relationship with them. The law governing non-compete agreements and other forms of restrictive covenants varies from state to state. Some states are reluctant to strictly enforce non-compete agreements and restrictive covenants applicable to physicians. There can be no assurance that our non-compete agreements related to affiliated physicians and professional corporations will not be successfully challenged as unenforceable in certain states. In such event, we would be unable to prevent former affiliated physicians and professional corporations from competing with us, potentially resulting in the loss of some of our hospital contracts.

If we fail to implement our business strategy, our financial performance and our growth could be materially and adversely affected.

          Our future financial performance and success are dependent in large part upon our ability to implement our business strategy successfully. Our business strategy includes several initiatives, including capitalizing on organic growth opportunities, growing complementary and integrated

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services lines, pursuing selective acquisitions, enhancing operational efficiencies and productivity, and expanding our Evolution Health business. We may not be able to implement our business strategy successfully or achieve the anticipated benefits of our business plan. If we are unable to do so, our long-term growth, profitability, and ability to service our debt will be adversely affected. Even if we are able to implement some or all of the initiatives of our business plan successfully, our operating results may not improve to the extent we anticipate, or at all.

          Implementation of our business strategy could also be affected by a number of factors beyond our control, such as increased competition, legal developments, government regulation, general economic conditions or increased operating costs or expenses. In addition, to the extent we have misjudged the nature and extent of industry trends or our competition, we may have difficulty in achieving our strategic objectives.

Our margins may be negatively impacted by cross-selling to existing customers or selling bundled services to new customers.

          One of our growth strategies involves the continuation and expansion of our efforts to sell complementary services across our businesses. There can be no assurance that we will be successful in our cross-selling efforts. As part of our cross-selling efforts, we may need to offer a bundled package of services that are at a lower price point to existing or new customers as compared to the price of individual services or otherwise offer services which may put downward price pressure on our services. Such price pressure may have a negative impact on our operating margins. In addition, if a complementary service offered as part of a bundled package underperforms as compared to the other services included in such package, we could face reputational harm which could negatively impact our relationships with our customers and ultimately our results of operations.

We may not succeed in our efforts to develop our Evolution Health business, which is subject to additional rules, prohibitions, regulations and reimbursement requirements that differ from our facility-based physician and medical transportation services.

          We have only recently expanded our EmCare physician-led services outside the hospital through the formation of Evolution Health. Currently, Evolution Health accounts for less than 5% of our consolidated net revenue and provides services in only four states. A key component of our growth strategy is to continue to expand our Evolution Health business by adding new customers and entering new geographic markets. As part of this strategy, we intend to expand the non-hospital care services we provide through Evolution Health to hospital systems, transitional care programs, accountable care organizations and health plans. This anticipated expansion will expose us to additional risks, in part because our Evolution Health business requires compliance with additional federal and state laws and regulations, including those that govern licensure, enrollment, documentation, prescribing, coding, and scope of practice, which may differ from the laws and regulations that govern our other businesses. For example, we utilize nurses and other allied health personnel in providing care to patients outside the acute-care setting. It is necessary for us to make sure that these personnel only provide services within the scope of their license. Compliance with applicable laws and regulations may result in unanticipated expenses. In addition, if we are unable to comply with the additional legal requirements, we could incur liability which could materially and adversely affect our business, financial condition or results of operations.

          The implementation of the PPACA is not complete, and is subject to various uncertainties that could affect our Evolution Health business, including (i) the degree to which the United States moves away from its traditional "fee-for-service" delivery model to an outcome-based delivery model, (ii) the number of additional healthcare consumers currently without means of payment that will ultimately gain access to insurance and (iii) the scope of reimbursement changes to the U.S.

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healthcare system. As such, there can be no assurance that our expansion efforts in this business will ultimately be successful. In addition, realizing growth opportunities in physician-led care management solutions outside the hospital setting will require significant attention from our management team, and if management is unable to provide such attention, implementation of this strategy could be delayed or hindered and thereby negatively impact our business.

We may enter into partnerships with payors and other healthcare providers, including risk-based partnerships under the PPACA. If this strategy is not successful, our financial performance could be adversely affected.

          In recent years, we have entered into strategic business partnerships with hospital systems and other large payors to take advantage of commercial opportunities in our facility-based physician services business. For example, EmCare entered into a joint venture agreement with a large hospital system to provide physician services to various healthcare facilities. However, there can be no assurance that our efforts in these areas will continue to be successful. Moreover, joint venture and strategic partnership models expose us to commercial risks that may be different from our other business models, including that the success of the joint venture or partnership is only partially under our operational and legal control and the opportunity cost of not pursuing the specific venture independently or with other partners. In addition, under certain joint venture or strategic partnership arrangements, the hospital system partner has the option to acquire our stake in the venture on a predetermined financial formula, which, if exercised, would lead to the loss of our associated revenue and profits which may not be offset fully by the immediate proceeds of the sale of our stake. Furthermore, joint ventures may raise fraud and abuse issues. For example, the Office of Inspector General of the Department of Health and Human Services (the "OIG") has taken the position that certain contractual joint ventures between a party which makes referrals and a party which receives referrals for a specific type of service may violate the federal Anti-Kickback Statute if one purpose of the arrangement is to encourage referrals.

          In addition, we plan to take advantage of various opportunities afforded by the PPACA to enter into risk-based partnerships designed to encourage healthcare providers to assume financial accountability for outcomes and work together to better coordinate care for patients, both when they are in the hospital and after they are discharged. Examples of such initiatives include the Center for Medicaid and Medicare Services ("CMS") Bundled Payments for Care Improvement initiative, the Medicare Shared Savings Program and the Independence at Home Demonstration. We view taking advantage of targeted initiatives in the new regulatory environment as an important part of our business strategy in order to develop our integrated service offerings across the patient continuum, further develop our relationships with hospitals, hospital systems and other payors and prepare for the possibility that Medicare may require us to participate in a capitated or value-based payment system for certain of our businesses in the future.

          Advancing such initiatives can be time consuming and expensive, and there can be no assurance that our efforts in these areas would ultimately be successful. In addition, if we succeed in our efforts to enter into these risk-based partnerships but fail to deliver quality care at a cost consistent with our expectations, we may be subject to significant financial penalties depending on the program, and an unsuccessful implementation of such initiatives could materially and adversely affect our business, financial condition or results of operations.

We could be subject to lawsuits for which we are not fully reserved.

          Physicians, hospitals and other participants in the healthcare industry have become subject to an increasing number of lawsuits alleging medical malpractice and related legal theories such as negligent hiring, supervision and credentialing. Similarly, ambulance transport services may result in lawsuits concerning vehicle collisions and personal injuries, patient care incidents or mistreatment

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and employee job-related injuries. Some of these lawsuits may involve large claim amounts and substantial defense costs.

          EmCare generally procures professional liability insurance coverage for its affiliated medical professionals and professional and corporate entities. Beginning January 1, 2002, insurance coverage has been provided by affiliates of Columbia Casualty Company and Continental Casualty Company (collectively, "CCC"), which then reinsure the entire program, procured primarily by EmCare's wholly owned insurance subsidiary, EMCA. AMR currently has an insurance program which includes a combination of insurance purchased from third parties and large self-insured retentions and/or deductibles for all of its insurance programs subsequent to September 1, 2001. AMR reinsures a portion of these self-insured retentions and/or deductibles through an arrangement with EMCA. Under these insurance programs, we establish reserves, using actuarial estimates, for all losses covered under the policies. Moreover, in the normal course of our business, we are involved in lawsuits, claims, audits and investigations, including those arising out of our billing and marketing practices, employment disputes, contractual claims and other business disputes for which we may have no insurance coverage, and which are not subject to actuarial estimates. The outcome of these matters could have a material effect on our results of operations in the period when we identify the matter, and the ultimate outcome could have a material adverse effect on our financial position, results of operations, or cash flows.

          Our liability to pay for EmCare's and certain of AMR's insurance program losses is partially collateralized by funds held through EMCA and letters of credit issued by EVHC and, to the extent these losses exceed the collateral and assets of EMCA or the limits of our insurance policies, will have to be funded by us. If our AMR losses with respect to such claims exceed the collateral held by AMR's insurance providers or the collateral held through EMCA, and the letters of credit issued by EVHC in connection with our self-insurance program or the limits of our insurance policies, we will have to fund such amounts.

We are subject to a variety of federal, state and local laws and regulatory regimes, including a variety of labor laws and regulations. Failure to comply with laws and regulations could subject us to, among other things, penalties and legal expenses which could have a materially adverse effect on our business.

          We are subject to various federal, state, and local laws and regulations including, but not limited to the Employee Retirement Income Security Act of 1974 ("ERISA") and regulations promulgated by the Internal Revenue Service ("IRS"), the U.S. Department of Labor and the Occupational Safety and Health Administration. We are also subject to a variety of federal and state employment and labor laws and regulations, including the Americans with Disabilities Act, the Federal Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act, and other regulations related to working conditions, wage-hour pay, overtime pay, family leave, employee benefits, antidiscrimination, termination of employment, safety standards and other workplace regulations.

          Failure to properly adhere to these and other applicable laws and regulations could result in investigations, the imposition of penalties or adverse legal judgments by public or private plaintiffs, and our business, financial condition and results of operations could be materially adversely affected. Similarly, our business, financial condition and results of operations could be materially adversely affected by the cost of complying with newly-implemented laws and regulations.

          In addition, from time to time we have received, and expect to continue to receive, correspondence from former employees terminated by us who threaten to bring claims against us alleging that we have violated one or more labor and employment regulations. In certain instances former employees have brought claims against us and we expect that we will encounter similar

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actions against us in the future. An adverse outcome in any such litigation could require us to pay contractual damages, compensatory damages, punitive damages, attorneys' fees and costs.

          See "— Risks Related to Healthcare Regulation".

The reserves we establish with respect to our losses covered under our insurance programs are subject to inherent uncertainties.

          In connection with our insurance programs, we establish reserves for losses and related expenses, which represent estimates involving actuarial and statistical projections, at a given point in time, of our expectations of the ultimate resolution and administration costs of losses we have incurred in respect of our liability risks. Insurance reserves inherently are subject to uncertainty. Our reserves are based on historical claims, demographic factors, industry trends, severity and exposure factors and other actuarial assumptions calculated by an independent actuary firm. The independent actuary firm performs studies of projected ultimate losses on an annual basis and provides quarterly updates to those projections. We use these actuarial estimates to determine appropriate reserves. Our reserves could be significantly affected if current and future occurrences differ from historical claim trends and expectations. While we monitor claims closely when we estimate reserves, the complexity of the claims and the wide range of potential outcomes may hamper timely adjustments to the assumptions we use in these estimates. Actual losses and related expenses may deviate, individually and in the aggregate, from the reserve estimates reflected in our consolidated financial statements. The long-term portion of insurance reserves was $190.2 million and $189.4 million as of June 30, 2013 and December 31, 2012, respectively. If we determine that our estimated reserves are inadequate, we will be required to increase reserves at the time of the determination, which would result in a reduction in our net income in the period in which the deficiency is determined.

Insurance coverage for some of our losses may be inadequate and may be subject to the credit risk of commercial insurance companies.

          Some of our insurance coverage is through various third party insurers. To the extent we hold policies to cover certain groups of claims or rely on insurance coverage obtained by third parties to cover such claims, but either we or such third parties did not obtain sufficient insurance limits, did not buy an extended reporting period policy, where applicable, or the issuing insurance company is unable or unwilling to pay such claims, we may be responsible for those losses. Furthermore, for our losses that are insured or reinsured through commercial insurance companies, we are subject to the "credit risk" of those insurance companies. While we believe our commercial insurance company providers currently are creditworthy, there can be no assurance that such insurance companies will remain so in the future.

Volatility in market conditions could negatively impact insurance collateral balances and result in additional funding requirements.

          Our insurance collateral is comprised principally of government and investment grade securities and cash deposits with third parties. The volatility experienced in the market has not had a material impact on our financial position or performance. Future volatility could, however, negatively impact the insurance collateral balances and result in additional funding requirements.

We may make acquisitions which could divert the attention of management and which may not be integrated successfully into our existing business.

          We may pursue acquisitions to increase our market penetration, enter new geographic markets and expand the scope of services we provide. We have evaluated and expect to continue to evaluate possible acquisitions on an ongoing basis. We cannot assure you that we will identify suitable acquisition candidates, acquisitions will be completed on acceptable terms, our due

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diligence process will uncover all potential liabilities or issues affecting our integration process, we will not incur break-up, termination or similar fees and expenses, or we will be able to integrate successfully the operations of any acquired business into our existing business. Furthermore, acquisitions into new geographic markets and services may require us to comply with new and unfamiliar legal and regulatory requirements, which could impose substantial obligations on us and our management, cause us to expend additional time and resources, and increase our exposure to penalties or fines for non-compliance with such requirements. The acquisitions could be of significant size and involve operations in multiple jurisdictions. The acquisition and integration of another business would divert management attention from other business activities. This diversion, together with other difficulties we may incur in integrating an acquired business, could have a material adverse effect on our business, financial condition and results of operations. In addition, we may borrow money to finance acquisitions. Such borrowings might not be available on terms as favorable to us as our current borrowing terms and may increase our leverage.

The high level of competition in our segments of the market for medical services could adversely affect our contract and revenue base.

          EmCare.    The market for providing outsourced physician staffing and related management services to hospitals and clinics is highly competitive. Such competition could adversely affect our ability to obtain new contracts, retain existing contracts and increase or maintain profit margins. We compete with both national and regional enterprises such as Team Health, Hospital Physician Partners, The Schumacher Group, Sheridan Healthcare, California Emergency Physicians, National Emergency Services Healthcare Group, and IPC, some of which may have greater financial and other resources available to them, greater access to physicians or greater access to potential customers. We also compete against local physician groups and self-operated facility-based physician services departments for satisfying staffing and scheduling needs.

          AMR.    The market for providing ambulance transport services to municipalities, counties, other healthcare providers and third party payors is highly competitive. In providing ambulance transport services, we compete with governmental entities, including cities and fire districts, hospitals, local and volunteer private providers, and with several large national and regional providers such as Rural/Metro Corporation, Falck, Southwest Ambulance, Paramedics Plus and Acadian Ambulance. In many communities, our most important competitors are the local fire departments, which in many cases have acted traditionally as the first response providers during emergencies, and have been able to expand their scope of services to include emergency ambulance transport and do not wish to give up their franchises to a private competitor. In 2011, the California state legislature passed legislation which may make public agencies eligible for additional federal funding for Medicaid ambulance transports. If these additional funds become available, it may provide an option to certain public agencies, including local fire departments, to enter into the ambulance transportation market or provide additional ambulance transports, which could increase competition in the California market.

We are required to make capital expenditures, particularly for our medical transportation business, in order to remain compliant and competitive.

          Our capital expenditure requirements primarily relate to maintaining and upgrading our vehicle fleet and medical equipment to serve our customers and remain competitive. The aging of our vehicle fleet requires us to make regular capital expenditures to maintain our current level of service. Our net capital expenditures from purchases and sales of assets totaled $53 million, $65 million, and $49 million in the years ended December 31, 2012, 2011 and 2010, respectively. In addition, changing competitive conditions or the emergence of any significant advances in medical technology could require us to invest significant capital in additional equipment or capacity in order to remain competitive. If we are unable to fund any such investment or otherwise fail to invest in new vehicles or medical equipment, our business, financial condition or results of operations could be materially and adversely affected.

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We depend on our senior management and may not be able to retain those employees or recruit additional qualified personnel.

          We depend on our senior management. The loss of services of any of the members of our senior management could adversely affect our business until a suitable replacement can be found. There may be a limited number of persons with the requisite skills to serve in these positions, and we cannot assure you that we would be able to identify or employ such qualified personnel on acceptable terms.

Our business depends on numerous complex information systems, and any failure to successfully maintain these systems or implement new systems could materially harm our operations.

          We depend on complex, integrated information systems and standardized procedures for operational and financial information and our billing operations. We may not have the necessary resources to enhance existing information systems or implement new systems where necessary to handle our volume and changing needs. Furthermore, we may experience unanticipated delays, complications and expenses in implementing, integrating and operating our systems. Any interruptions in operations during periods of implementation would adversely affect our ability to properly allocate resources and process billing information in a timely manner, which could result in customer dissatisfaction and delayed cash flow. We also use the development and implementation of sophisticated and specialized technology to differentiate our services from our competitors and improve our profitability. The failure to successfully implement and maintain operational, financial and billing information systems could have an adverse effect on our ability to obtain new business, retain existing business and maintain or increase our profit margins.

Disruptions in our disaster recovery systems or management continuity planning could limit our ability to operate our business effectively.

          Our information technology systems facilitate our ability to conduct our business. While we have disaster recovery systems and business continuity plans in place, any disruptions in our disaster recovery systems or the failure of these systems to operate as expected could, depending on the magnitude of the problem, adversely affect our operating results by limiting our capacity to effectively monitor and control our operations. Despite our implementation of a variety of security measures, our technology systems could be subject to physical or electronic break-ins, and similar disruptions from unauthorized tampering. In addition, in the event that a significant number of our management personnel were unavailable in the event of a disaster, our ability to effectively conduct business could be adversely affected.

We may not be able to adequately protect our intellectual property and other proprietary rights that are material to our business, or to defend successfully against intellectual property infringement claims by third parties.

          Our ability to compete effectively depends in part upon our intellectual property rights, including but not limited to our trademarks and copyrights, and our proprietary technology. Our use of contractual provisions, confidentiality procedures and agreements, and trademark, copyright, unfair competition, trade secret and other laws to protect our intellectual property rights and proprietary technology may not be adequate. Litigation may be necessary to enforce our intellectual property rights and protect our proprietary technology, or to defend against claims by third parties that the conduct of our businesses or our use of intellectual property infringes upon such third party's intellectual property rights. Any intellectual property litigation or claims brought against us, whether or not meritorious, could result in substantial costs and diversion of our resources, and there can be no assurances that favorable final outcomes will be obtained in all cases. The terms of any settlement or judgment may require us to pay substantial amounts to the other party or cease

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exercising our rights in such intellectual property, including ceasing the use of certain trademarks used by us to distinguish our services from those of others or ceasing the exercise of our rights in copyrightable works. In addition, we may have to seek a license to continue practices found to be in violation of a third party's rights, which may not be available on reasonable terms, or at all. Our business, financial condition or results of operations could be adversely affected as a result.

A successful challenge by tax authorities to our treatment of certain physicians as independent contractors or the elimination of an existing safe harbor could materially increase our costs relating to these physicians.

          As of June 30, 2013, we contracted with approximately 3,900 physicians as independent contractors to fulfill our contractual obligations to customers. Because we treat these physicians as independent contractors rather than as employees, we do not (i) withhold federal or state income or other employment related taxes from the compensation that we pay to them, (ii) make federal or state unemployment tax or Federal Insurance Contributions Act payments with respect to them, (iii) provide workers compensation insurance with respect to them (except in states that require us to do so for independent contractors), or (iv) allow them to participate in benefits and retirement programs available to employed physicians. Our contracts with these physicians obligate them to pay these taxes and other costs. Whether these physicians are properly classified as independent contractors generally depends upon the facts and circumstances of our relationship with them. It is possible that the nature of our relationship with these physicians would support a challenge to our treatment of them as independent contractors. Under current federal tax law, however, if our treatment of these physicians is consistent with a long-standing practice of a significant segment of our industry and we meet certain other requirements, it is possible, but not certain, that our treatment would qualify under a "safe harbor" and, consequently, we would be protected from the imposition of taxes. However, if a challenge to our treatment of these physicians as independent contractors by federal or state taxing authorities were successful and these physicians were treated as employees instead of independent contractors, we could be liable for taxes, penalties and interest to the extent that these physicians did not fulfill their contractual obligations to pay those taxes. In addition, there are currently, and have been in the past, proposals made to eliminate the safe harbor, and similar proposals could be made in the future. If such a challenge were successful or if the safe harbor were eliminated, there could be a material increase in our costs relating to these physicians and, therefore, there could be a material adverse effect on our business, financial condition and results of operations.

Many of our AMR employees are represented by labor unions and any work stoppage could adversely affect our business.

          Approximately 45% of AMR's employees are represented by 38 active collective bargaining agreements. 21 collective bargaining agreements, representing approximately 5,653 employees, are currently under negotiation or will be subject to renegotiation in 2013. In addition, 11 collective bargaining agreements, representing approximately 942 employees, will be subject to renegotiation in 2014. We cannot assure you that we will be able to negotiate a satisfactory renewal of these collective bargaining agreements or that our employee relations will remain stable.

Our consolidated revenue and earnings could vary significantly from period to period due to our national contract with the Federal Emergency Management Agency.

          Our revenue and earnings under our national contract with FEMA are likely to vary significantly from period to period. In the past five years of the FEMA contract, our annual revenues from services rendered under this contract have varied by approximately $107 million. In its present form, the contract generates significant revenue for us only in the event of a national emergency and then only if FEMA exercises its broad discretion to order a deployment. Our FEMA revenue therefore depends largely on circumstances outside of our control. We therefore cannot predict the revenue and earnings, if any, we may generate in any given period from our FEMA contract. This may lead to increased volatility in our actual revenue and earnings period to period.

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We may be required to enter into large scale deployment of resources in response to a national emergency under our contract with FEMA, which may divert management attention and resources.

          We do not believe that a FEMA deployment adversely affects our ability to service our local "911" contracts. However, any significant FEMA deployment requires significant management attention and could reduce our ability to pursue other local transport opportunities, such as inter-facility transports, and to pursue new business opportunities, which could have an adverse effect on our business and results of operations.

Risks Related to Healthcare Regulation

We conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations.

          The healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes and regulations govern the manner in which we provide and bill for services, our contractual relationships with our physicians, vendors and customers, our marketing activities and other aspects of our operations. Failure to comply with these laws can result in civil and criminal penalties such as fines, damages, overpayment recoupment loss of enrollment status and exclusion from the Medicare and Medicaid programs. The risk of our being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are sometimes open to a variety of interpretations. Any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management's attention from the operation of our business.

          Our practitioners and our customers are also subject to ethical guidelines and operating standards of professional and trade associations and private accreditation agencies. Compliance with these guidelines and standards is often required by our contracts with our customers or to maintain our reputation.

          The laws, regulations and standards governing the provision of healthcare services may change significantly in the future. We cannot assure you that any new or changed healthcare laws, regulations or standards will not materially adversely affect our business. We cannot assure you that a review of our business by judicial, law enforcement, regulatory or accreditation authorities will not result in a determination that could adversely affect our operations.

We are subject to comprehensive and complex laws and rules that govern the manner in which we bill and are paid for our services by third party payors, and the failure to comply with these rules, or allegations that we have failed to do so, can result in civil or criminal sanctions, including exclusion from federal and state healthcare programs.

          Like most healthcare providers, the majority of our services are paid for by private and governmental third party payors, such as Medicare and Medicaid. These third party payors typically have differing and complex billing and documentation requirements that we must meet in order to receive payment for our services. Reimbursement to us is typically conditioned on our providing the correct procedure and diagnostic codes and properly documenting the services themselves, including the level of service provided, the medical necessity for the services, the site of service and the identity of the practitioner who provided the service.

          We must also comply with numerous other laws applicable to our documentation and the claims we submit for payment, including but not limited to (i) "coordination of benefits" rules that dictate which payor we must bill first when a patient has potential coverage from multiple payors,

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(ii) requirements that we obtain the signature of the patient or patient representative, or, in certain cases, alternative documentation, prior to submitting a claim, (iii) requirements that we make repayment within a specified period of time to any payor which pays us more than the amount to which we are entitled, (iv) requirements that we bill a hospital or nursing home, rather than Medicare, for certain ambulance transports provided to Medicare patients of such facilities, (v) "reassignment" rules governing our ability to bill and collect professional fees on behalf of our physicians, (vi) requirements that our electronic claims for payment be submitted using certain standardized transaction codes and formats and (vii) laws requiring us to handle all health and financial information of our patients in a manner that complies with specified security and privacy standards. See "Business — Regulatory Matters — Medicare, Medicaid and Other Government Reimbursement Programs".

          Governmental and private third party payors and other enforcement agencies carefully audit and monitor our compliance with these and other applicable rules, and in some cases in the past have found that we were not in compliance. We have received in the past, and expect to receive in the future, repayment demands from third party payors based on allegations that our services were not medically necessary, were billed at an improper level, or otherwise violated applicable billing requirements. Our failure to comply with the billing and other rules applicable to us could result in non-payment for services rendered or refunds of amounts previously paid for such services. In addition, non-compliance with these rules may cause us to incur civil and criminal penalties, including fines, imprisonment and exclusion from government healthcare programs such as Medicare and Medicaid, under a number of state and federal laws. These laws include the federal False Claims Act, the Civil Monetary Penalties Law, the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the federal Anti-Kickback Statute and other provisions of federal, state and local law. The federal False Claims Act and the Anti-Kickback Statute were both recently amended in a manner which makes it easier for the government to demonstrate that a violation has occurred.

          A number of states have enacted false claims acts that are similar to the federal False Claims Act. Additional states are expected to enact such legislation in the future because Section 6031 of the Deficit Reduction Act of 2005 ("DRA") amended the federal law to encourage these types of changes, along with a corresponding increase in state initiated false claims enforcement efforts. Under the DRA, if a state enacts a false claims act that is at least as stringent as the federal statute and that also meets certain other requirements, such state will be eligible to receive a greater share of any monetary recovery obtained pursuant to certain actions brought under such state's false claims act. The OIG, in consultation with the Attorney General of the United States, is responsible for determining if a state's false claims act complies with the statutory requirements. Currently, at least 32 states and the District of Columbia have some form of state false claims act. As of April 2013, the OIG has reviewed 28 of these and determined that four of these satisfy the DRA standards. Another 11 states were given a grace period to amend their false claims acts to come into compliance with recent amendments to the federal False Claims Act. We anticipate this figure will continue to increase.

          In addition, from time to time we self-identify practices that may have resulted in Medicare or Medicaid overpayments or other regulatory issues. For example, we have previously identified situations in which we may have inadvertently utilized incorrect billing codes for some of the services we have billed to government programs such as Medicare or Medicaid. In such cases, if appropriate, it is our practice to disclose the issue to the affected government programs and to refund any resulting overpayments. Although the government usually accepts such disclosures and repayments without taking further enforcement action, it is possible that such disclosures or repayments will result in allegations by the government that we have violated the False Claims Act or other laws, leading to investigations and possibly civil or criminal enforcement actions.

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          On January 16, 2009, the U.S. Department of Health and Human Services ("HHS") released the final rule mandating that everyone covered by the Administrative Simplification Provisions of HIPAA, which includes EmCare and AMR, must implement ICD-10 (International Classification of Diseases, 10th Edition) for medical coding on October 1, 2013. ICD-10 codes contain significantly more information than the ICD-9 codes currently used for medical coding and will require covered entities to code with much greater detail and specificity than ICD-9 codes. HHS subsequently postponed the deadline for implementation of ICD-10 codes until October 1, 2014. We may incur additional costs for computer system updates, training, and other resources required to implement these changes.

          Other changes to the Medicare program intended to implement Medicare's new "pay for performance" philosophy may require us to make investments to receive maximum Medicare reimbursement for our services. These program revisions may include (but are not necessarily limited to) the Medicare Physician Quality Reporting System (the "PQRS"), formerly known as the Medicare Physician Quality Reporting Initiative, which provides additional Medicare compensation to physicians who implement and report certain quality measures.

          If our operations are found to be in violation of these or any of the other laws which govern our activities, any resulting penalties, damages, fines or other sanctions could adversely affect our ability to operate our business and our financial results.

Under recently enacted amendments to federal privacy law, we are subject to more stringent penalties in the event we improperly use or disclose protected health information regarding our patients.

          HIPAA required HHS to adopt standards to protect the privacy and security of certain health-related information. The HIPAA privacy regulations contain detailed requirements concerning the use and disclosure of individually identifiable health information by "covered entities", which include EmCare and AMR.

          In addition to the privacy requirements, HIPAA covered entities must implement certain administrative, physical, and technical security standards to protect the integrity, confidentiality and availability of certain electronic health information received, maintained, or transmitted by covered entities or their business associates. HIPAA also implemented the use of standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection of healthcare claims.

          The Health Information Technology for Economic and Clinical Health Act ("HITECH"), as implemented by an omnibus final rule published in the Federal Register on January 25, 2013, significantly expands the scope of the privacy and security requirements under HIPAA and increases penalties for violations. Prior to HITECH, the focus of HIPAA enforcement was on resolution of alleged non-compliance through voluntary corrective action without fines or penalties in most cases. That focus changed under HITECH, which now imposes mandatory penalties for certain violations of HIPAA that are due to "willful neglect". Penalties start at $100 per violation and are not to exceed $50,000, subject to a cap of $1.5 million for violations of the same standard in a single calendar year. HITECH also authorized state attorneys general to file suit on behalf of their residents. Courts will be able to award damages, costs and attorneys' fees related to violations of HIPAA in such cases. In addition, HITECH mandates that the Secretary of HHS conduct periodic compliance audits of a cross-section of HIPAA covered entities or business associates. It also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of breaches of unsecured protected health information ("PHI") may receive a percentage of the Civil Monetary Penalty fine paid by the violator.

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          HITECH and implementing regulations enacted by HHS further require that patients be notified of any unauthorized acquisition, access, use, or disclosure of their unsecured PHI that compromises the privacy or security of such information, with some exceptions related to unintentional or inadvertent use or disclosure by employees or authorized individuals within the "same facility". HITECH and implementing regulations specify that such notifications must be made "without unreasonable delay and in no case later than 60 calendar days after discovery of the breach". If a breach affects 500 patients or more, it must be reported immediately to HHS, which will post the name of the breaching entity on its public web site. Breaches affecting 500 patients or more in the same state or jurisdiction must also be reported to the local media. If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS at least annually. These security breach notification requirements apply not only to unauthorized disclosures of unsecured PHI to outside third parties, but also to unauthorized internal access to such PHI. This means that unauthorized employee "snooping" into medical records could trigger the notification requirements.

          Many states in which we operate also have state laws that protect the privacy and security of confidential, personal information. These laws may be similar to or even more protective than the federal provisions. Not only may some of these state laws impose fines and penalties upon violators, but some may afford private rights of action to individuals who believe their personal information has been misused. California's patient privacy laws, for example, provide for penalties of up to $250,000 and permit injured parties to sue for damages.

The impact of recent healthcare reform legislation and other changes in the healthcare industry and in healthcare spending on us is currently unknown, but may adversely affect our business model, financial condition or results of operations.

          Our revenue is either from the healthcare industry or could be affected by changes in healthcare spending and policy. The healthcare industry is subject to changing political, regulatory and other influences. In March 2010, the President signed into law the PPACA, commonly referred to as "the healthcare reform legislation", which made major changes in how healthcare is delivered and reimbursed, and increased access to health insurance benefits to the uninsured and underinsured population of the United States. The PPACA, among other things, increases the number of individuals with Medicaid and private insurance coverage, implements reimbursement policies that tie payment to quality, facilitates the creation of accountable care organizations that may use capitation and other alternative payment methodologies, strengthens enforcement of fraud and abuse laws, and encourages the use of information technology. Many of these changes will not go into effect until 2014, and many require implementing regulations which have not yet been drafted or have been released only as proposed rules.

          The impact of many of these provisions is unknown at this time. For example, the PPACA provides for establishment of an Independent Payment Advisory Board that could recommend changes in payment for physicians under certain circumstances not earlier than January 15, 2014, which HHS generally would be required to implement unless Congress enacts superseding legislation. The PPACA also requires HHS to develop a budget neutral value-based payment modifier that provides for differential payment under the Medicare Physician Fee Schedule (the "Physician Fee Schedule") for physicians or groups of physicians that is linked to quality of care furnished compared to cost. HHS has begun implementing the modifier through the Physician Fee Schedule rulemaking for 2013, by, among other things, specifying the initial performance period and how it will apply the upward and downward modifier for certain physicians and physician groups beginning January 1, 2015, and all physicians and physician groups starting not later than January 1, 2017. During this rulemaking process, HHS considered whether it should develop a value-based payment modifier option for hospital-based physicians, but ultimately, HHS decided to

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deal with this issue in future rulemaking. The impact of this payment modifier cannot be determined at this time.

          In addition, certain provisions of the PPACA authorize voluntary demonstration projects, which include the development of bundling payments for acute, inpatient hospital services, physician services, and post-acute services for episodes of hospital care. The Medicare Acute Care Episode Demonstration is currently underway at several healthcare system demonstration sites. The impact of these projects on us cannot be determined at this time.

          Furthermore, the PPACA may adversely affect payors by increasing their medical cost trends, which could have an effect on the industry and potentially impact our business and revenues as payors seek to offset these increases by reducing costs in other areas, although the extent of this impact is currently unknown.

          Following challenges to the constitutionality of certain provisions of the PPACA by a number of states, on June 28, 2012, the U.S. Supreme Court upheld the constitutionality of the individual mandate provisions of the PPACA, but struck down the provisions that would have allowed HHS to penalize states that do not implement Medicaid expansion provisions through the loss of existing federal Medicaid funding. It is unclear how many states will decline to implement the Medicaid expansion. While the PPACA will increase the likelihood that more people in the United States will have access to health insurance benefits, we cannot quantify or predict with any certainty the likely impact of the PPACA on our business model, financial condition or results of operations.

If we are unable to timely enroll our providers in the Medicare program, our collections and revenue will be harmed.

          The 2009 Physician Fee Schedule rule substantially reduced the time within which providers can retrospectively bill Medicare for services provided by such providers from 27 months prior to the effective date of the enrollment to 30 days prior to the effective date of the enrollment. In addition, the new enrollment rules also provide that the effective date of the enrollment will be the later of the date on which the enrollment application was filed and approved by the Medicare contractor, or the date on which the provider began providing services. If we are unable to properly enroll physicians and midlevel providers within the 30 days after the provider begins providing services, we will be precluded from billing Medicare for any services which were provided to a Medicare beneficiary more than 30 days prior to the effective date of the enrollment. Such failure to timely enroll providers could have a material adverse effect on our business, financial condition or results of operations.

          In addition, the PPACA added additional enrollment requirements for Medicare and Medicaid enrollment. Those statutory requirements have been further enhanced through implementing regulations and increased enforcement scrutiny. Every enrolled provider must revalidate its enrollment at regular intervals, and must update the Medicare contractors and many state Medicaid programs with significant changes on a timely (and typically very short) basis. If we fail to provide sufficient documentation as required to maintain our enrollment, Medicare could deny continued future enrollment or revoke our enrollment and billing privileges.

If current or future laws or regulations force us to restructure our arrangements with physicians, professional corporations and hospitals, we may incur additional costs, lose contracts and suffer a reduction in net revenue under existing contracts, and we may need to refinance our debt or obtain debt holder consent.

          A number of laws bear on our relationships with our physicians. There is a risk that state authorities in some jurisdictions may find that our contractual relationships with our physicians violate laws prohibiting the corporate practice of medicine and fee-splitting. These laws generally prohibit the practice of medicine by lay entities or persons and are intended to prevent unlicensed

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persons or entities from interfering with or inappropriately influencing the physician's professional judgment. They may also prevent the sharing of professional services income with non-professional or business interests. From time to time, including recently, we have been involved in litigation in which private litigants have raised these issues.

          Our physician contracts include contracts with individual physicians and with physicians organized as separate legal professional entities (e.g., professional medical corporations). Antitrust laws may deem each such physician/entity to be separate, both from EmCare and from each other and, accordingly, each such physician/practice is subject to a wide range of laws that prohibit anti-competitive conduct between or among separate legal entities or individuals. A review or action by regulatory authorities or the courts could force us to terminate or modify our contractual relationships with physicians and affiliated medical groups or revise them in a manner that could be materially adverse to our business.

          Various licensing and certification laws, regulations and standards apply to us, our affiliated physicians and our relationships with our affiliated physicians. Failure to comply with these laws and regulations could result in our services being found to be non-reimbursable or prior payments being subject to recoupment, and can give rise to civil or criminal penalties. We routinely take the steps we believe are necessary to retain or obtain all requisite licensure and operating authorities. While we have made reasonable efforts to substantially comply with federal, state and local licensing and certification laws and regulations and standards as we interpret them, we cannot assure you that agencies that administer these programs will not find that we have failed to comply in some material respects.

          EmCare's professional liability insurance program, under which insurance is provided for most of our affiliated medical professionals and professional and corporate entities, is reinsured through our wholly owned subsidiary, EMCA. The activities associated with the business of insurance, and the companies involved in such activities, are closely regulated. Failure to comply with the laws and regulations can result in civil and criminal fines and penalties and loss of licensure. While we have made reasonable efforts to substantially comply with these laws and regulations, and utilize licensed insurance professionals where necessary or appropriate, we cannot assure you that we will not be found to have violated these laws and regulations in some material respects.

          Adverse judicial or administrative interpretations could result in a finding that we are not in compliance with one or more of these laws and rules that affect our relationships with our physicians.

          These laws and rules, and their interpretations, may also change in the future. Any adverse interpretations or changes could force us to restructure our relationships with physicians, professional corporations or our hospital customers, or to restructure our operations. This could cause our operating costs to increase significantly. A restructuring could also result in a loss of contracts or a reduction in revenue under existing contracts. Moreover, if we are required to modify our structure and organization to comply with these laws and rules, our financing agreements may prohibit such modifications and require us to obtain the consent of the holders of such debt or require the refinancing of such debt.

Our relationships with healthcare providers and facilities and our marketing practices are subject to the federal Anti-Kickback Statute and similar state laws, and we entered into a settlement in 2006 for alleged violations of the Anti-Kickback Statute.

          We are subject to the federal Anti-Kickback Statute, which prohibits the knowing and willful offer, payment, solicitation or receipt of any form of "remuneration" in return for, or to induce, the referral of business or ordering of services paid for by Medicare or other federal programs. "Remuneration" has been broadly interpreted to mean anything of value, including, for example, gifts, discounts, credit arrangements, and in-kind goods or services, as well as cash. Certain federal

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courts have held that the Anti-Kickback Statute can be violated if "one purpose" of a payment is to induce referrals. The Anti-Kickback Statute is broad and prohibits many arrangements and practices that are lawful in businesses outside of the healthcare industry. Violations of the Anti-Kickback Statute can result in imprisonment, civil or criminal fines or exclusion from Medicare and other governmental programs. Recognizing that the federal Anti-Kickback Statute is broad, Congress authorized the OIG to issue a series of regulations, known as "safe harbors". These safe harbors set forth requirements that, if met in their entirety, will assure healthcare providers and other parties that they will not be prosecuted under the Anti-Kickback Statute. The failure of a transaction or arrangement to fit precisely within one or more safe harbors does not necessarily mean that it is illegal, or that prosecution will be pursued. However, conduct and business arrangements that do not fully satisfy each applicable safe harbor may result in increased scrutiny by government enforcement authorities, such as the OIG.

          In 1999, the OIG issued an Advisory Opinion indicating that discounts provided to health facilities on the transports for which they are financially responsible potentially violate the Anti-Kickback Statute when the ambulance company also receives referrals of Medicare and other government-funded transports from the facility. The OIG has clarified that not all discounts violate the Anti-Kickback Statute, but that the statute may be violated if part of the purpose of the discount is to induce the referral of the transports paid for by Medicare or other federal programs, and the discount does not meet certain "safe harbor" conditions. In the Advisory Opinion and subsequent pronouncements, the OIG has provided guidance to ambulance companies to help them avoid unlawful discounts.

          Like other ambulance companies, we have provided discounts to our healthcare facility customers (nursing homes and hospitals) in certain circumstances. We have attempted to comply with applicable law when such discounts are provided. However, the government alleged that certain of our hospital and nursing home contracts in effect in Texas prior to 2002 contained discounts in violation of the federal Anti-Kickback Statute, and in 2006 we entered into a settlement with the government regarding these allegations. The settlement included a Corporate Integrity Agreement ("CIA"). The term of that CIA has expired, we have filed a final report and this CIA was released in February 2012.

          In July 2011, AMR received a subpoena from the Civil Division of the U.S. Attorney's Office for the Central District of California ("USAO") seeking certain documents concerning AMR's provision of ambulance services within the City of Riverside, California. The USAO indicated that it, together with the OIG, was investigating whether AMR violated the federal False Claims Act and/or the federal Anti-Kickback Statute in connection with AMR's provision of ambulance transport services within the City of Riverside. The California Attorney General's Office conducted a parallel state investigation for possible violations of the California False Claims Act. In December 2012, we were notified that both investigations were concluded and that the agencies had closed the matter. There were no findings made against AMR, and the closure of the matter did not require any payments from AMR.

          There can be no assurance that other investigations or legal action related to our contracting practices will not be pursued against AMR in other jurisdictions or for different time frames. Many states have adopted laws similar to the federal Anti-Kickback Statute. Some of these state prohibitions apply to referral of patients for healthcare items or services reimbursed by any payor, not only the Medicare and Medicaid programs, and do not contain identical safe harbors. Additionally, we could be subject to private actions brought pursuant to the False Claims Act's "whistleblower" or "qui tam" provisions which, among other things, allege that our practices or relationships violate the Anti-Kickback Statute. The False Claims Act imposes liability on any person or entity who, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment by a federal healthcare program. The qui tam provisions of the False

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Claims Act allow a private individual to bring actions on behalf of the federal government alleging that the defendant has submitted a false claim to the federal government, and to share in any monetary recovery. In recent years, the number of suits brought by private individuals has increased dramatically. In addition, various states have enacted false claim laws analogous to the False Claims Act. Many of these state laws apply where a claim is submitted to any third party payor and not merely a federal healthcare program. There are many potential bases for liability under these false claim statutes. Liability arises, primarily, when an entity knowingly submits, or causes another to submit, a false claim for reimbursement. Pursuant to changes in the PPACA, a claim resulting from a violation of the Anti-Kickback Statute can constitute a false or fraudulent claim for purposes of the federal False Claims Act. Further, the PPACA amended the Anti-Kickback Statute in a manner which makes it easier for the government to demonstrate intent to violate the statute which is an element of a violation.

          In addition to AMR's contracts with healthcare facilities and public agencies, other marketing practices or transactions entered into by EmCare and AMR may implicate the Anti-Kickback Statute. Although we have attempted to structure our past and current marketing initiatives and business relationships to comply with the Anti-Kickback Statute, we cannot assure you that we will not have to defend against alleged violations from private or public entities or that the OIG or other authorities will not find that our marketing practices and relationships violate the statute.

          If we are found to have violated the Anti-Kickback Statute or a similar state statute, we may be subject to civil and criminal penalties, including exclusion from the Medicare or Medicaid programs, or may be required to enter into settlement agreements with the government to avoid such sanctions. Typically, such settlement agreements require substantial payments to the government in exchange for the government to release its claims, and may also require us to enter into a CIA.

Changes in our ownership structure and operations require us to comply with numerous notification and reapplication requirements in order to maintain our licensure, certification or other authority to operate, and failure to do so, or an allegation that we have failed to do so, can result in payment delays, forfeiture of payment or civil and criminal penalties.

          We and our affiliated physicians are subject to various federal, state and local licensing and certification laws with which we must comply in order to maintain authorization to provide, or receive payment for, our services. For example, Medicare and Medicaid require that we complete and periodically update enrollment forms in order to obtain and maintain certification to participate in programs. Compliance with these requirements is complicated by the fact that they differ from jurisdiction to jurisdiction, and in some cases are not uniformly applied or interpreted even within the same jurisdiction. Failure to comply with these requirements can lead not only to delays in payment and refund requests, but in extreme cases can give rise to civil or criminal penalties.

          In certain jurisdictions, changes in our ownership structure require pre- or post-notification to governmental licensing and certification agencies, or agencies with which we have contracts. Relevant laws in some jurisdictions may also require re-application or re-enrollment and approval to maintain or renew our licensure, certification, contracts or other operating authority. Our changes in corporate structure and ownership involving changes in our beneficial ownership required us in some instances to give notice, re-enroll or make other applications for authority to continue operating in various jurisdictions or to continue receiving payment from their Medicaid or other payment programs. The extent of such notices and filings may vary in each jurisdiction in which we operate, although those regulatory entities requiring notification generally request factual information regarding the new corporate structure and new ownership composition of the operating entities that hold the applicable licensing and certification.

          While we have made reasonable efforts to substantially comply with these requirements, we cannot assure you that the agencies that administer these programs or have awarded us contracts

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will not find that we have failed to comply in some material respects. A finding of non-compliance and any resulting payment delays, refund demands or other sanctions could have a material adverse effect on our business, financial condition or results of operations.

If we fail to comply with the terms of our settlement agreements with the government, we could be subject to additional litigation or other governmental actions which could be harmful to our business.

          In the last seven years, we have entered into two settlement agreements with the U.S. Government. In September 2006, AMR entered into a settlement agreement to resolve allegations that AMR subsidiaries provided discounts to healthcare facilities in Texas in periods prior to 2002 in violation of the federal Anti-Kickback Statute. In May 2011, AMR entered into a settlement agreement with the U.S. Department of Justice ("DOJ") and a CIA with the OIG to resolve allegations that AMR subsidiaries submitted claims for reimbursement in periods dating back to 2000. The government believed such claims lacked support for the level billed in violation of the False Claims Act.

          In connection with the September 2006 settlement for AMR, we entered into a CIA which required us to maintain a compliance program which included the training of employees and safeguards involving our contracting process nationwide (including tracking of contractual arrangements in Texas). The term of the Agreement has expired and we have filed our final report with the OIG. We were formally released from the CIA in February 2012.

          In December 2006, AMR received a subpoena from the DOJ. The subpoena requested copies of documents for the period from January 2000 through the present. The subpoena required us to produce a broad range of documents relating to the operations of certain AMR affiliates in New York. We produced documents responsive to the subpoena. The government identified claims for reimbursement that the government believes lack support for the level billed, and invited us to respond to the identified areas of concern. We reviewed the information provided by the government and provided our response. On May 20, 2011, AMR entered into a settlement agreement with the DOJ and a CIA with the OIG in connection with this matter. Under the terms of the settlement, AMR paid $2.7 million to the federal government. We entered into the settlement in order to avoid the uncertainties of litigation, and have not admitted any wrongdoing.

          In connection with the May 2011 settlement for AMR, we entered into a CIA with the OIG which requires us to maintain a compliance program. This program includes, among other elements, the appointment of a compliance officer and committee, training of employees nationwide, safeguards for our billing operations as they relate to services provided in New York, including specific training for operations and billing personnel providing services in New York, review by an independent review organization and reporting of certain reportable events. In May 2013, we entered into an agreement to divest substantially all of the assets underlying AMR's service in New York, although the obligations of our compliance program will remain in effect for ongoing AMR operations following the expected divestiture. The divestiture was completed on July 1, 2013.

          On August 7, 2012, EmCare received a subpoena from the OIG requesting copies of documents for the period from January 1, 2007 through the present that appears to primarily be focused on EmCare's contracts for services at hospitals that are affiliated with Health Management Associates, Inc. ("HMA"). On February 14, 2013, EmCare received a subpoena from the OIG requesting documents and other information relating to EmCare's relationship with Community Health Services, Inc. ("CHS"). We intend to cooperate with the government during these investigations. At this time, we are unable to determine the potential impact, if any, that will result from these investigations.

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          We cannot assure you that the CIAs or the compliance program we have initiated have prevented, or will prevent, any repetition of the conduct or allegations that were the subject of these settlement agreements, or that the government will not raise similar allegations in other jurisdictions or for other periods of time. If such allegations are raised, or if we fail to comply with the terms of the CIAs, we may be subject to fines and other contractual and regulatory remedies specified in the CIAs or by applicable laws, including exclusion from the Medicare program and other federal and state healthcare programs. Such actions could have a material adverse effect on the conduct of our business, our financial condition or our results of operations.

If we are unable to effectively adapt to changes in the healthcare industry, our business may be harmed.

          Political, economic and regulatory influences are subjecting the healthcare industry in the United States to fundamental change. The PPACA was signed into law in 2010 and is currently in the implementation stages. See "— Risks Related to Healthcare Regulation — The impact of recent healthcare reform legislation and other changes in the healthcare industry and in healthcare spending on us is currently unknown, but may adversely affect our business model, financial condition or results of operations". The PPACA and other changes in the healthcare industry and in healthcare spending may adversely affect our revenue. We anticipate that Congress and state legislatures may continue to review and assess alternative healthcare delivery and payment systems and may in the future propose and adopt legislation effecting additional fundamental changes in the healthcare delivery system.

          We cannot assure you as to the ultimate content, timing or effect of changes, nor is it possible at this time to estimate the impact of potential legislation. Further, it is possible that future legislation enacted by Congress or state legislatures could adversely affect our business or could change the operating environment of our customers. It is possible that changes to the Medicare or other government reimbursement programs may serve as precedent to similar changes in other payors' reimbursement policies in a manner adverse to us. Similarly, changes in private payor reimbursement programs could lead to adverse changes in Medicare and other government payor programs which could have a material adverse effect on our business, financial condition or results of operations.

Changes in the rates or methods of third party reimbursements, including due to political discord in the budgeting process outside our control, may adversely affect our revenue and operations.

          We derive a majority of our revenue from direct billings to patients and third party payors such as Medicare, Medicaid and private health insurance companies. As a result, any changes in the rates or methods of reimbursement for the services we provide could have a significant adverse impact on our revenue and financial results. The PPACA could ultimately result in substantial changes in Medicare and Medicaid coverage and reimbursement, as well as changes in coverage or amounts paid by private payors, which could have an adverse impact on our revenues from those sources.

          In addition to changes from the PPACA, government funding for healthcare programs is subject to statutory and regulatory changes, administrative rulings, interpretations of policy and determinations by intermediaries and governmental funding restrictions, all of which could materially impact program coverage and reimbursements for both ambulance and physician services. In recent years, Congress has consistently attempted to curb spending on Medicare, Medicaid and other programs funded in whole or part by the federal government. For example, Congress has mandated that the Medicare Payment Advisory Commission, commonly known as "MedPAC", provide it with a report making recommendations regarding certain aspects of the Medicare

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ambulance fee schedule. MedPAC issued a Report to the Congress on Medicare and the Health Care Delivery System in June 2013. In November 2012, MedPAC voted to approve final recommendations for the report that include reductions in payment for some types of ambulance services and increases in others. If Congress implements these recommendations it is possible that the resultant changes in the ambulance fee schedule will decrease payments by Medicare for our ambulance services. State and local governments have also attempted to curb spending on those programs for which they are wholly or partly responsible. This has resulted in cost containment measures such as the imposition of new fee schedules that have lowered reimbursement for some of our services and restricted the rate of increase for others, and new utilization controls that limit coverage of our services. For example, we estimate that the impact of the ambulance service rate decreases under the national fee schedule mandated under the Balanced Budget Act of 1997 ("BBA"), as modified by the phase-in provisions of the Medicare Modernization Act, resulted in a decrease in AMR's net revenue of approximately $18 million in 2010, an increase of less than $1 million in 2011, and an increase of $6 million in 2012. Based upon the current Medicare transport mix and barring further legislative action, we expect a potential increase in AMR's net revenue of approximately $3 million during 2013. In addition, state and local government regulations or administrative policies regulate ambulance rate structures in some jurisdictions in which we conduct transport services. We may be unable to receive ambulance service rate increases on a timely basis where rates are regulated, or to establish or maintain satisfactory rate structures where rates are not regulated.

          Legislative provisions at the national level impact payments received by EmCare physicians under the Medicare program. Physician payments under the Physician Fee Schedule are updated on an annual basis according to a statutory formula. Because application of the statutory formula for the update factor would result in a decrease in total physician payments for the past several years, Congress has intervened with interim legislation to prevent the reductions. The Medicare and Medicaid Extenders Act of 2010, which was signed into law on December 15, 2010, froze the 2010 updates through 2011. For 2012, CMS projected a rate reduction of 27.4% from 2011 levels (earlier estimates had projected a 29.5% reduction). The Temporary Payroll Tax Cut Continuation Act of 2011, signed into law on December 23, 2011, froze the 2011 updates through February 29, 2012 and the American Taxpayer Relief Act, enacted January 2, 2013, extended this through December 31, 2013. If Congress fails to intervene to prevent the negative update factor in the future through either another temporary measure or a permanent revision to the statutory formula, the resulting decrease in payment may adversely impact physician revenues, as well as EmCare revenues.

          The freezing of the update factor does not translate to 2013 payment rates at the 2012 level for all physician procedures. Rather, from year-to-year some physician specialties, including EmCare's physicians (who are emergency medicine physicians, anesthesiologists, hospitalists and radiologists), may see higher or lowered payments due to a variety of regulatory factors. Each physician service is given a weight that measures its costliness relative to other physician services. CMS is required to make periodic assessments regarding the weighting of procedures, impacting the payment amounts. For 2013, CMS published estimates of changes by specialty based on a number of factors. The full impact of these changes on any given practice went into effect at the beginning of 2013. CMS estimated that the impact for 2013 is a 0% change for emergency medicine, 1% increase in anesthesiology, a 4% increase for internal medicine, and a 3% reduction in radiology. At this time, we cannot predict the impact, if any, these changes will have on EmCare's future revenues.

          We believe that regulatory trends in cost containment will continue. We cannot assure you that we will be able to offset reduced operating margins through cost reductions, increased volume, the introduction of additional procedures or otherwise. In addition, we cannot assure you that federal, state and local governments will not impose reductions in the fee schedules or rate regulations applicable to our services in the future. Any such reductions could have a material adverse effect on our business, financial condition or results of operations.

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          On August 2, 2011, the Budget Control Act of 2011 (Public Law 112-25) (the "Budget Control Act") was enacted. Under the Budget Control Act, a Joint Select Committee on Deficit Reduction (the "Joint Committee") was established to develop recommendations to reduce the deficit, over 10 years, by $1.2 to $1.5 trillion, and was required to report its recommendations to Congress by November 23, 2011. Under the Budget Control Act, Congress was then required to consider the Joint Committee's recommendations by December 23, 2011. If the Joint Committee failed to refer agreed upon legislation to Congress or did not meet the required savings threshold set out in the Budget Control Act, a sequestration process would be put into effect, government-wide, to reduce federal outlays by the proposed amount. Because the Joint Committee failed to report the requisite recommendations for deficit reduction, the sequestration process was set to automatically start, impacting Medicare and certain other government programs beginning in January 2013. Congress passed the American Taxpayer Relief Act, signed into law on January 2, 2013, delaying the start of sequestration until March 1, 2013. In order to provide its contractors and providers sufficient lead time to implement the cuts in Medicare, CMS delayed implementation of the cuts until April 1, 2013. As there has been no further Congressional action with respect to the sequestration, reimbursements were cut by 2% for Medicare providers, including physicians and ambulance providers, starting April 1, 2013.

Risks Related to Our Substantial Indebtedness

Our substantial indebtedness may adversely affect our financial health and prevent us from making payments on our indebtedness.

          We have substantial indebtedness. As of June 30, 2013, on a pro forma basis giving effect to this offering and the application of proceeds from this offering (assuming redemption in full of the PIK Notes), we would have had total indebtedness, including capital leases, of approximately $2,268 million, including, $935 million of the 2019 Notes, $1,305 million of borrowings under the Term Loan Facility, $28 million under the ABL Facility and approximately $1 million of other long-term indebtedness. In addition, as of June 30, 2013, after giving effect to approximately $127 million of letters of credit issued under the ABL Facility, we were able to borrow approximately $291 million under the ABL Facility. As of June 30, 2013, we also had approximately $146 million in operating lease commitments.

          The degree to which we are leveraged may have important consequences for holders of our common stock. For example, it may:

    make it more difficult for us to make payments on our indebtedness;

    increase our vulnerability to general economic and industry conditions, including recessions and periods of significant inflation and financial market volatility;

    expose us to the risk of increased interest rates because any borrowings we make under the ABL Facility, and our borrowings under the Term Loan Facility under certain circumstances, will bear interest at variable rates;

    require us to use a substantial portion of our cash flow from operations to service our indebtedness, thereby reducing our ability to fund working capital, capital expenditures and other purposes;

    limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;

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    place us at a competitive disadvantage compared to competitors that have less indebtedness; and

    limit our ability to borrow additional funds that may be needed to operate and expand our business.

Despite our indebtedness levels, we, our subsidiaries and our affiliated professional corporations may be able to incur substantially more indebtedness which may increase the risks created by our substantial indebtedness.

          We, our subsidiaries and our affiliated professional corporations may be able to incur substantial additional indebtedness in the future. Giving effect to the redemption in full of the PIK Notes with the net proceeds of this offering, the Company will not be subject to any restriction on its ability to incur indebtedness. The terms of the indenture governing the 2019 Notes and the credit agreements governing the ABL Facility and the Term Loan Facility do not fully prohibit our subsidiaries and our affiliated professional corporations from doing so. If the Company's subsidiaries are in compliance with certain incurrence ratios set forth in the credit agreements governing the ABL Facility and the Term Loan Facility and the indenture governing the 2019 Notes, the Company's subsidiaries may be able to incur substantial additional indebtedness, which may increase the risks created by our current substantial indebtedness. Our affiliated professional corporations are not subject to the covenants governing any of our indebtedness. After giving effect to $127 million of letters of credit issued under the ABL Facility, as of June 30, 2013, we are able to borrow an additional $291 million under the ABL Facility. See "Description of Certain Indebtedness".

We will require a significant amount of cash to service our indebtedness. The ability to generate cash or refinance our indebtedness as it becomes due depends on many factors, some of which are beyond our control.

          The Company and EVHC are each holding companies, and as such they have no independent operations or material assets other than their ownership of equity interests in their respective subsidiaries and our subsidiaries' contractual arrangements with physicians and professional corporations. The Company and EVHC each depend on their respective subsidiaries to distribute funds to them so that they may pay their obligations and expenses, including satisfying their indebtedness. Our ability to make scheduled payments on, or to refinance our obligations under, our indebtedness and to fund planned capital expenditures and other corporate expenses will depend on the ability of our subsidiaries to make distributions, dividends or advances, which in turn will depend on their future operating performance and on economic, financial, competitive, legislative, regulatory and other factors and any legal and regulatory restrictions on the payment of distributions and dividends to which they may be subject. Many of these factors are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized or that future borrowings will be available to us in an amount sufficient to enable it to satisfy our obligations under our indebtedness or to fund our other needs. In order for us to satisfy our obligations under our respective indebtedness and fund our planned capital expenditures, we must continue to execute our business strategy. If we are unable to do so, we may need to reduce or delay our planned capital expenditures or refinance all or a portion of our indebtedness on or before maturity. Significant delays in our planned capital expenditures may materially and adversely affect our future revenue prospects. In addition, we cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

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The indenture governing the 2019 Notes and the credit agreements governing the ABL Facility and the Term Loan Facility restrict the ability of our subsidiaries to engage in some business and financial transactions.

          Indenture.    The indenture governing the 2019 Notes contains restrictive covenants that, among other things, limit our ability and the ability of our subsidiaries to:

    incur additional indebtedness or issue certain preferred shares;

    pay dividends on, redeem or repurchase stock or make other distributions in respect of our capital stock;

    make investments;

    repurchase, prepay or redeem junior indebtedness;

    agree to payment restrictions affecting the ability of our restricted subsidiaries to pay dividends to us or make other intercompany transfers;

    incur additional liens;

    transfer or sell assets;

    consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

    enter into certain transactions with our affiliates; and

    designate any of our subsidiaries as unrestricted subsidiaries.

          Senior Secured Credit Facilities.    The credit agreements governing the ABL Facility and the Term Loan Facility contain a number of covenants that limit our ability and the ability of our restricted subsidiaries to:

    incur additional indebtedness or issue certain preferred shares;

    pay dividends on, redeem or repurchase stock or make other distributions in respect of our capital stock;

    make investments;

    repurchase, prepay or redeem junior indebtedness;

    agree to payment restrictions affecting the ability of our restricted subsidiaries to pay dividends to us or make other intercompany transfers;

    incur additional liens;

    transfer or sell assets;

    consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

    enter into certain transactions with affiliates;

    agree to payment restrictions affecting our restricted subsidiaries;

    make negative pledges; and

    designate any of our subsidiaries as unrestricted subsidiaries.

          The credit agreement governing the ABL Facility also contains other covenants customary for asset-based facilities of this nature. Our ability to borrow additional amounts under the credit agreement governing the ABL Facility depends upon satisfaction of these covenants. Events beyond our control can affect our ability to meet these covenants.

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          Our failure to comply with obligations under the indenture governing the 2019 Notes and the credit agreements governing the ABL Facility and the Term Loan Facility may result in an event of default under that indenture or those credit agreements. A default, if not cured or waived, may permit acceleration of our indebtedness. We cannot be certain that we will have funds available to remedy these defaults. If our indebtedness is accelerated, we cannot be certain that we will have sufficient funds available to pay the accelerated indebtedness or that we will have the ability to refinance the accelerated indebtedness on terms favorable to us or at all.

An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability.

          Our indebtedness under the ABL Facility bears interest at variable rates, and, to the extent the rate for deposits in U.S. dollars in the London interbank market (adjusted for maximum reserves) for the applicable interest period ("LIBOR") exceeds 1.00%, our indebtedness under the Term Loan Facility bears interest at variable rates. As a result, increases in interest rates could increase the cost of servicing such debt and materially reduce our profitability and cash flows. As of June 30, 2013, assuming all ABL Facility revolving loans were fully drawn and LIBOR exceeded 1.00%, each one percentage point change in interest rates would result in approximately a $17.6 million increase in annual interest expense on the ABL Facility and the Term Loan Facility. The impact of such an increase would be more significant for us than it would be for some other companies because of our substantial debt.

We may be unable to raise funds necessary to finance the change of control repurchase offers required by the indenture governing the 2019 Notes.

          Under the indenture governing the 2019 Notes, upon the occurrence of specific kinds of change of control, EVHC must offer to repurchase the 2019 Notes at a price equal to 101% of the principal amount of the 2019 Notes plus accrued and unpaid interest to the date of purchase. The occurrence of specified events that would constitute a change of control under the indenture governing the 2019 Notes would also constitute a default under the credit agreements governing the ABL Facility and the Term Loan Facility that permits the lenders to accelerate the maturity of borrowings thereunder and would require EVHC to offer to repurchase the 2019 Notes under the indenture governing the 2019 Notes. In addition, the ABL Facility and the Term Loan Facility may limit or prohibit the purchase of the 2019 Notes by us in the event of a change of control, unless and until the indebtedness under the ABL Facility and the Term Loan Facility is repaid in full. As a result, following a change of control event, EVHC may not be able to repurchase the 2019 Notes unless all indebtedness outstanding under ABL Facility and the Term Loan Facility is first repaid and any other indebtedness that contains similar provisions is repaid, or EVHC may obtain a waiver from the holders of such indebtedness to provide it with sufficient cash to repurchase the 2019 Notes. Any future debt agreements that we enter into may contain similar provisions. We may not be able to obtain such a waiver, in which case EVHC may be unable to repay all indebtedness under the 2019 Notes. We may also require additional financing from third parties to fund any such repurchases, and we may be unable to obtain financing on satisfactory terms or at all. Further, our ability to repurchase the 2019 Notes may be limited by law. In order to avoid the obligations to repurchase the 2019 Notes and events of default and potential breaches of the credit agreements governing the ABL Facility and the Term Loan Facility, we may have to avoid certain change of control transactions that would otherwise be beneficial to us.

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Risks Related to Our Common Stock and This Offering

The Company is a holding company with no operations of its own, and it depends on its subsidiaries for cash to fund all of its operations and expenses, including to make future dividend payments, if any.

          Our operations are conducted entirely through our subsidiaries and our ability to generate cash to fund all of our operations and expenses, to pay dividends or to meet any debt service obligations is highly dependent on the earnings and the receipt of funds from our subsidiaries via dividends or intercompany loans. We do not currently expect to declare or pay dividends on our common stock for the foreseeable future; however, to the extent that we determine in the future to pay dividends on our common stock, none of our subsidiaries will be obligated to make funds available to us for the payment of dividends. Further, the indenture governing the 2019 Notes and the agreements governing the ABL Facility and the Term Loan Facility significantly restrict the ability of our subsidiaries to pay dividends, make loans or otherwise transfer assets to us. In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common stock.

Our common stock has no prior public market and the market price of our common stock may be volatile and could decline after this offering.

          Prior to this offering, there has been no public market for our common stock, and an active market for our common stock may not develop or be sustained after this offering. We will negotiate the initial public offering price per share with the representatives of the underwriters and, therefore, that price may not be indicative of the market price of our common stock after this offering. We cannot assure you that an active public market for our common stock will develop after this offering or, if it does develop, it may not be sustained. In the absence of a public trading market, you may not be able to liquidate your investment in our common stock. In addition, the market price of our common stock may fluctuate significantly. Among the factors that could affect our stock price are:

    industry or general market conditions;

    domestic and international economic factors unrelated to our performance;

    changes in our customers' preferences;

    new regulatory pronouncements and changes in regulatory guidelines;

    lawsuits, enforcement actions and other claims by third parties or governmental authorities;

    actual or anticipated fluctuations in our quarterly operating results;

    changes in securities analysts' estimates of our financial performance or lack of research and reports by industry analysts;

    action by institutional stockholders or other large stockholders (including the CD&R Affiliates), including future sales;

    speculation in the press or investment community;

    investor perception of us and our industry;

    changes in market valuations or earnings of similar companies;

    announcements by us or our competitors of significant contracts, acquisitions or strategic partnerships;

    any future sales of our common stock or other securities; and

    additions or departures of key personnel.

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          In particular, we cannot assure you that you will be able to resell your shares at or above the initial public offering price. The stock markets have experienced extreme volatility in recent years that has been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. In the past, following periods of volatility in the market price of a company's securities, class action litigation has often been instituted against such company. Any litigation of this type brought against us could result in substantial costs and a diversion of our management's attention and resources, which would harm our business, operating results and financial condition.

Future sales of shares by existing stockholders could cause our stock price to decline.

          Sales of substantial amounts of our common stock in the public market following this offering, or the perception that these sales could occur, could cause the market price of our common stock to decline. Based on shares outstanding as of June 30, 2013, upon completion of this offering, we will have 167,082,885 outstanding shares of common stock (or 172,332,885 outstanding shares of common stock, assuming exercise in full of the underwriters' option to purchase additional shares). All of the shares sold pursuant to this offering will be immediately tradeable without restriction under the Securities Act of 1933, as amended (the "Securities Act"), unless held by "affiliates", as that term is defined in Rule 144 under the Securities Act. The remaining 132,082,885 shares of common stock outstanding as of June 30, 2013 will be restricted securities within the meaning of Rule 144 under the Securities Act, but will be eligible for resale subject to applicable volume, means of sale, holding period and other limitations of Rule 144 under the Securities Act or pursuant to an exception from registration under Rule 701 under the Securities Act, subject to the terms of the lock-up agreements entered into by us, the CD&R Affiliates and our executive officers and directors. Any two of Goldman, Sachs & Co., Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the "Lock-Up Release Parties") may, at any time, release all or any portion of the securities subject to lock-up agreements entered into in connection with this offering. See "Underwriting". Upon completion of this offering, we intend to file one or more registration statements under the Securities Act to register the shares of common stock to be issued under our equity compensation plans and, as a result, all shares of common stock acquired upon exercise of stock options granted under our plans will also be freely tradable under the Securities Act, subject to the terms of the lock-up agreements, unless purchased by our affiliates. As of June 30, 2013, there were stock options outstanding to purchase a total of 16,257,375 shares of our common stock and there were 78,308 shares of our common stock subject to restricted stock units. In addition, 16,708,289 shares of our common stock are reserved for future issuances under our Omnibus Incentive Plan.

          We, the CD&R Affiliates, our executive officers and directors will sign lock-up agreements under which, subject to certain exceptions, they will agree not to sell, transfer or dispose of or hedge, directly or indirectly, any shares of our common stock or any securities convertible into or exerciseable or exchangeable for shares of our common stock for a period of 180 days after the date of this prospectus, subject to possible extension under certain circumstances, except with the prior written consent of any two of the Lock-Up Release Parties. Following the expiration of this 180-day lock-up period, 132,082,885 shares of our common stock will be eligible for future sale, subject to the applicable volume, manner of sale, holding period and other limitations of Rule 144 under the Securities Act. See "Shares of Common Stock Eligible for Future Sale" for a discussion of the shares of common stock that may be sold into the public market in the future. In addition, our significant stockholders may distribute shares that they hold to their investors who themselves may then sell into the public market following the expiration of the lock-up period. Such sales may not be subject to the volume, manner of sale, holding period and other limitations of Rule 144 under the Securities Act. As resale restrictions end, the market price of our common stock could decline if the holders of those shares sell them or are perceived by the market as intending to sell them.

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          In the future, we may issue additional shares of common stock or other equity or debt securities convertible into common stock in connection with a financing, acquisition, litigation settlement or employee arrangement or otherwise. Any of these issuances could result in substantial dilution to our existing stockholders and could cause the trading price of our common stock to decline.

If securities or industry analysts do not publish research or publish misleading or unfavorable research about our business, our stock price and trading volume could decline.

          The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If there is no coverage of our company by securities or industry analysts, the trading price for our stock would be negatively impacted. In the event we obtain securities or industry analyst coverage, if one or more of these analysts downgrades our stock or publishes misleading or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price or trading volume to decline.

The CD&R Affiliates will have significant influence over us and may not always exercise their influence in a way that benefits our public stockholders.

          Following the completion of this offering, the CD&R Affiliates will own approximately 77.1% of the outstanding shares of our common stock, assuming that the underwriters do not exercise their option to purchase additional shares. As a result, the CD&R Affiliates will exercise significant influence over all matters requiring stockholder approval for the foreseeable future, including approval of significant corporate transactions, which may reduce the market price of our common stock.

          As long as the CD&R Affiliates continue to own at least 50% of our outstanding common stock, the CD&R Affiliates generally will be able to determine the outcome of corporate actions requiring stockholder approval, including the election of the members of our Board of Directors, the approval of significant corporate transactions such as mergers and the sale of substantially all of our assets. Even after the CD&R Affiliates reduce their beneficial ownership below 50% of our outstanding common stock, they will likely still be able to assert significant influence over our Board of Directors and certain corporate actions. Following the consummation of this offering, the CD&R Affiliates will have the right to designate for nomination for election at least a majority of our directors as long as the CD&R Affiliates own at least 50% of our common stock.

          Because the CD&R Affiliates' interests may differ from your interests, actions the CD&R Affiliates take as our controlling stockholder or as a significant stockholder may not be favorable to you. For example, the concentration of ownership held by the CD&R Affiliates could delay, defer or prevent a change of control of us or impede a merger, takeover or other business combination which another stockholder may otherwise view favorably. Other potential conflicts could arise, for example, over matters such as employee retention or recruiting, or our dividend policy.

Under our amended and restated certificate of incorporation, the CD&R Affiliates and their respective affiliates and, in some circumstances, any of our directors and officers who is also a director, officer, employee, member or partner of the CD&R Affiliates and their respective affiliates, have no obligation to offer us corporate opportunities.

          The policies relating to corporate opportunities and transactions with the CD&R Affiliates to be set forth in our second amended and restated certificate of incorporation ("amended and restated certificate of incorporation") address potential conflicts of interest between the Company, on the

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one hand, and the CD&R Affiliates and their respective officers and directors who are directors or officers of our company, on the other hand. By becoming a stockholder in the Company, you will be deemed to have notice of and have consented to these provisions of our amended and restated certificate of incorporation. Although these provisions are designed to resolve conflicts between us and the CD&R Affiliates and their respective affiliates fairly, conflicts may not be so resolved.

Future offerings of debt or equity securities, which would rank senior to our common stock, may adversely affect the market price of our common stock.

          If, in the future, we decide to issue debt or equity securities that rank senior to our common stock, it is likely that such securities will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our common stock will bear the risk of our future offerings reducing the market price of our common stock and diluting the value of their stock holdings in us.

Fulfilling our obligations incident to being a public company, including with respect to the requirements of and related rules under the Sarbanes-Oxley Act of 2002, will be expensive and time-consuming, and any delays or difficulties in satisfying these obligations could have a material adverse effect on our future results of operations and our stock price.

          Following this offering, we will be subject to the reporting and corporate governance requirements, under the listing standards of the NYSE and the Sarbanes-Oxley Act of 2002, that apply to issuers of listed equity, which will impose certain new compliance costs and obligations upon us. The changes necessitated by publicly listing our equity will require a significant commitment of additional resources and management oversight which will increase our operating costs. These changes will also place additional demands on our finance and accounting staff and on our financial accounting and information systems. Other expenses associated with being a public company include increases in auditing, accounting and legal fees and expenses, investor relations expenses, increased directors' fees and director and officer liability insurance costs, registrar and transfer agent fees and listing fees, as well as other expenses. As a public company, we will be required, among other things, to define and expand the roles and the duties of our Board of Directors and its committees and institute more comprehensive compliance and investor relations functions.

          In particular, beginning with the year ending December 31, 2014 our independent registered public accounting firm will be required to provide an attestation report on the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002. If our independent registered public accounting firm is unable to provide us with an unmodified report regarding the effectiveness of our internal control over financial reporting (at such time as it is required to do so), investors could lose confidence in the reliability of our consolidated financial statements. This could result in a decrease in the value of our common stock. Failure to comply with the Sarbanes-Oxley Act of 2002 could potentially subject us to sanctions or investigations by the Securities and Exchange Commission ("SEC"), the NYSE, or other regulatory authorities.

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We could be the subject of securities class action litigation due to future stock price volatility, which could divert management's attention and adversely affect our results of operations.

          The stock market in general, and market prices for the securities of companies like ours in particular, have from time to time experienced volatility that often has been unrelated to the operating performance of the underlying companies. A certain degree of stock price volatility can be attributed to being a newly public company. These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our operating performance. In certain situations in which the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock. If any of our stockholders were to bring a similar lawsuit against us, the defense and disposition of the lawsuit could be costly and divert the time and attention of our management and harm our operating results.

Anti-takeover provisions in our amended and restated certificate of incorporation and amended and restated by-laws could discourage, delay or prevent a change of control of our company and may affect the trading price of our common stock.

          Our amended and restated certificate of incorporation and amended and restated by-laws include a number of provisions that may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. For example, prior to the completion of this offering, our amended and restated certificate of incorporation and amended and restated by-laws will collectively:

    authorize the issuance of "blank check" preferred stock that could be issued by our Board of Directors to thwart a takeover attempt;

    establish a classified Board of Directors, as a result of which our Board of Directors will be divided into three classes, with members of each class serving staggered three-year terms, which prevents stockholders from electing an entirely new Board of Directors at an annual meeting;

    limit the ability of stockholders to remove directors if the CD&R Affiliates cease to own at least 50% of the outstanding shares of our common stock;

    provide that vacancies on our Board of Directors, including vacancies resulting from an enlargement of our Board of Directors, may be filled only by a majority vote of directors then in office;

    prohibit stockholders from calling special meetings of stockholders if the CD&R Affiliates cease to own at least 50% of the outstanding shares of our common stock;

    prohibit stockholder action by written consent, thereby requiring all actions to be taken at a meeting of the stockholders, if the CD&R Affiliates cease to own at least 50% of the outstanding shares of our common stock;

    establish advance notice requirements for nominations of candidates for election as directors or to bring other business before an annual meeting of our stockholders; and

    require the approval of holders of at least 662/3% of the outstanding shares of our common stock to amend our amended and restated by-laws and certain provisions of our amended and restated certificate of incorporation if the CD&R Affiliates cease to own at least 50% of the outstanding shares of our common stock.

          These provisions may prevent our stockholders from receiving the benefit from any premium to the market price of our common stock offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing

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market price of our common stock if the provisions are viewed as discouraging takeover attempts in the future. See "Description of Capital Stock — Anti-Takeover Effects of our Certificate of Incorporation and By-Laws".

          Our amended and restated certificate of incorporation and amended and restated by-laws may also make it difficult for stockholders to replace or remove our management. These provisions may facilitate management entrenchment that may delay, deter, render more difficult or prevent a change in our control, which may not be in the best interests of our stockholders.

We do not intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

          We do not intend to declare and pay dividends on our common stock for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth, to develop our business, for working capital needs and for general corporate purposes. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future and the success of an investment in shares of our common stock will depend upon any future appreciation in their value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares. In addition, our operations are conducted almost entirely through our subsidiaries. As such, to the extent that we determine in the future to pay dividends on our common stock, none of our subsidiaries will be obligated to make funds available to us for the payment of dividends. Further, the indenture governing the 2019 Notes and the agreements governing the ABL Facility and the Term Loan Facility significantly restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us. In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common stock.

We expect to be a "controlled company" within the meaning of the NYSE rules and, as a result, we will qualify for, and currently intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

          After completion of this offering, the CD&R Affiliates will control a majority of the voting power of our outstanding common stock. Accordingly, we expect to qualify as a "controlled company" within the meaning of the NYSE corporate governance standards. Under the NYSE rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain NYSE corporate governance standards, including:

    the requirement that a majority of the Board of Directors consist of independent directors;

    the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities;

    the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and

    the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.

          Following this offering, we intend to utilize these exemptions. As a result, we will not have a majority of independent directors, our nominating and corporate governance committee and

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compensation committee will not consist entirely of independent directors and such committees may not be subject to annual performance evaluations. Consequently, you will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance rules and requirements. Our status as a controlled company could make our common stock less attractive to some investors or otherwise harm our stock price.

Our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us.

          Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed to us or our stockholders by any of our directors, officers, employees or agents, (iii) any action asserting a claim against us arising under the General Corporation Law of the State of Delaware ("DGCL") or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine. By becoming a stockholder in our company, you will be deemed to have notice of and have consented to the provisions of our amended and restated certificate of incorporation related to choice of forum. The choice of forum provision in our amended and restated certificate of incorporation may limit our stockholders' ability to obtain a favorable judicial forum for disputes with us.

Investors purchasing common stock in this offering will experience immediate and substantial dilution as a result of this offering and future equity issuances.

          The initial public offering price per share will significantly exceed the net tangible book value per share of our common stock outstanding. As a result, investors purchasing common stock in this offering will experience immediate substantial dilution of $31.65 a share, based on an initial public offering price of $21.50. This dilution is due in large part to the fact that our earlier investors paid substantially less than the initial public offering price when they purchased their shares. Investors purchasing shares of common stock in this offering will contribute approximately 57.1% of the total amount of equity invested in our company, but will own only approximately 20.9% of our total common stock immediately following the completion of this offering. In addition, we have issued options to acquire common stock at prices significantly below the initial public offering price. To the extent outstanding options are ultimately exercised, there will be further dilution to investors in this offering. In addition, if the underwriters exercise their option to purchase additional shares, or if we issue additional equity securities in the future, investors purchasing common stock in this offering will experience additional dilution.

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USE OF PROCEEDS

          Based upon an assumed initial public offering price of $21.50 per share, we estimate that we will receive net proceeds from this offering of approximately $708.5 million, after deducting estimated underwriting discounts and commissions in connection with this offering and estimated offering expenses payable by us of $4.0 million.

          We intend to use the net proceeds from this offering to redeem the outstanding $450 million principal amount of our PIK Notes at approximately 102.75% of the principal amount thereof (based on an estimate of the Applicable Premium for the PIK Notes assuming they will be redeemed on August 30, 2013), plus accrued and unpaid interest estimated to be approximately $17.2 million, to pay to CD&R a fee of $20 million to terminate our consulting agreement with CD&R in connection with the consummation of this offering and for general corporate purposes which may include, among other things, further repayment of indebtedness. Cash interest on the PIK Notes accrues at a rate per annum equal to 9.25%. PIK Interest (as defined below) on the PIK Notes accrues at a rate per annum equal to 10%. The PIK Notes mature on October 1, 2017. The net proceeds from the sale of the PIK Notes were used to fund a distribution to the holders of the Company's common stock and to the holders of certain options to acquire the Company's common stock.

          A $1.00 increase or decrease in the assumed initial public offering price of $21.50 per share would increase or decrease the net proceeds to us from this offering by $33.3 million assuming the number of shares offered by us remains the same and after deducting estimated underwriting discounts and commission and estimated offering expenses payable by us. An increase or decrease of 1,000,000 shares in the number of shares offered by us would increase or decrease the net proceeds to us by $20.4 million, assuming no change in the assumed initial public offering price of $21.50 per share and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at pricing.

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DIVIDEND POLICY

          We do not intend to declare or pay dividends on our common stock for the foreseeable future. We currently intend to retain earnings to finance the growth and development of our business and for working capital and general corporate purposes. Our ability to pay dividends to holders of our common stock is limited by our ability to obtain cash or other assets from our subsidiaries. Further, the covenants in the indenture governing the 2019 Notes and the agreements governing the ABL Facility and the Term Loan Facility significantly restrict the ability of the Company's subsidiaries to pay dividends to the Company or otherwise transfer assets to the Company. Any payment of dividends will be at the discretion of our Board of Directors and will depend upon various factors then existing, including earnings, financial condition, results of operations, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends, restrictions imposed by applicable law, general business conditions and other factors that our Board of Directors may deem relevant.

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CAPITALIZATION

          The following table sets forth our capitalization on a consolidated basis as of June 30, 2013:

    on an actual basis; and

    on an as adjusted basis to give effect to the sale by us of 35,000,000 shares of our common stock in this offering at an assumed initial public offering price of $21.50 per share (and after deducting estimated underwriting discounts and commissions and offering expenses payable by us) and the use of the net proceeds therefrom as described in "Use of Proceeds".

          You should read this table in conjunction with "Selected Historical Financial Data", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Description of Certain Indebtedness" and our consolidated financial statements and related notes included elsewhere in this prospectus.

 
  As of June 30, 2013  
 
 
Actual
 
As Adjusted(1)
 
 
  (unaudited)
  (unaudited)
 
 
  (In thousands, except share
and per share amounts)

 

Cash and cash equivalents

  $ 37,032   $ 263,194  
           

Long-term Debt:

             

PIK Notes(2)

    438,525      

2019 Notes(3)

    935,000     935,000  

ABL Facility(4)

    27,500     27,500  

Term Loan Facility

    1,304,517     1,304,517  

Other

    1,241     1,241  
           

Total Long-term Debt (including current portion)

    2,706,783     2,268,258  

Equity:

             

Common stock, par value $0.01 per share, 2,000,000,000 shares authorized: (i) Actual: 132,082,885 shares issued and outstanding and (ii) As Adjusted: 167,082,885 shares issued and outstanding

    1,321     1,671  

Preferred stock, par value $0.01 per share, 200,000,000 shares authorized; no shares issued and outstanding, Actual and As Adjusted

         

Treasury stock at cost

    (1,347 )   (1,347 )

Additional paid-in capital

    530,993     1,239,193  

Retained earnings

    18,096     18,096  

Accumulated other comprehensive loss

    (940 )   (940 )

Noncontrolling interest

    6,530     6,530  
           

Total equity

    554,653     1,263,203  
           

Total capitalization

  $ 3,261,436   $ 3,531,461  
           

(1)
Each $1.00 increase or decrease in the assumed initial public offering price of $21.50 per share would increase or decrease, as applicable, our pro forma as adjusted cash and cash equivalents, additional paid-in capital and stockholders' equity by $33.3 million, assuming that the number of shares offered by us as set forth on the cover page of this prospectus remains

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    the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses.

              The share information as of June 30, 2013 shown in the table above excludes:

    16,257,375 shares of common stock issuable upon exercise of options outstanding as of June 30, 2013 at a weighted average exercise price of $3.58 per share;

    78,308 shares of common stock subject to restricted stock units; and

    16,708,289 shares of common stock reserved for future issuance under our Omnibus Incentive Plan.

(2)
The PIK Notes were issued at a discount. The $11.5 million difference between the outstanding $450 million principal balance of the PIK Notes and the balance sheet amount as of June 30, 2013 is due to certain fees paid by the Company which have been classified as a reduction in the principle balance and are being amortized over the term of the notes. We intend to use a portion of the net proceeds from this offering to redeem in full the PIK Notes.

(3)
Our captive insurance company, EMCA, holds $15 million of the 2019 Notes.

(4)
As of June 30, 2013, EVHC had available borrowing capacity of $291 million and $127 million of letters of credit issued under the ABL Facility.

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DILUTION

          If you invest in our common stock, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our common stock and the net tangible book value per share of our common stock immediately after this offering.

          Our net tangible book value as of June 30, 2013 was $(2,403.9) million, and our pro forma net tangible book value per share was $(1,695.4). Pro forma net tangible book value per share before the offering has been determined by dividing net tangible book value (total book value of tangible assets less total liabilities) by the number of shares of common stock outstanding at June 30, 2013.

          After giving effect to the sale of shares of our common stock sold by us in this offering at an assumed initial public offering price of $21.50 per share and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value at June 30, 2013 would have been $(1,695.4) million, or $(10.15) per share. This represents an immediate increase in net tangible book value per share of $8.05 to the existing stockholders and dilution in net tangible book value per share of $31.65 to new investors who purchase shares in this offering. The following table illustrates this per share dilution to new investors:

Assumed Initial public offering price per share

        $ 21.50  

Net tangible book value (deficit) as of June 30, 2013

  $ (18.20 )      

Increase attributable to this offering

    8.05        
             

Pro forma net tangible book value (deficit), as adjusted to give effect to this offering

          (10.15 )
             

Dilution in pro forma net tangible book value to new investors in this offering

        $ 31.65  
             

          A $1.00 increase or decrease in the assumed initial public offering price of $21.50 per share (the mid-point of the price range set forth on the cover page of this prospectus) would increase or decrease total consideration paid by new investors and total consideration paid by all stockholders by $33.3 million, assuming that the number of shares offered by us set forth on the front cover of this prospectus remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. An increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease the total consideration paid to us by new investors and total consideration paid to us by all stockholders by $20.4 million, assuming the assumed initial public offering price of $21.50 per share remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

          The following table summarizes, as of June 30, 2013, the total number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid by the existing stockholders and by new investors purchasing shares in this offering (amounts in thousands, except percentages and per share data):

 
  Shares Purchased   Total Consideration  
Average
Price
Per Share
 
 
 
Number
 
Percent
 
Amount
 
Percent
 

Existing stockholders

    132,082,885     79.1 % $ 487,676     39.3 % $ 3.69  

New investors

    35,000,000     20.9     752,500     60.7 %   21.50  
                       

Total

    167,082,885     100 % $ 1,240,176     100 % $ 7.42  
                       

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          The foregoing table does not reflect options outstanding under our Stock Incentive Plan (the "Stock Incentive Plan") or stock options to be granted in connection with or after this offering under the Omnibus Incentive Plan. As of June 30, 2013, there were options to purchase 16,257,375 shares of our common stock outstanding with an average exercise price of $3.58 per share and there were 78,308 shares of our common stock subject to outstanding restricted stock units. In addition, 16,708,289 shares are reserved for future issuances under our Omnibus Incentive Plan, which includes up to approximately 55,000 shares of common stock issuable upon exercise of options with an exercise price equal to the initial public offering price set forth on the cover of this prospectus, which are expected to be granted to executive officers and employees upon the effectiveness of the registration statement of which this prospectus forms a part. To the extent that any of these stock options are exercised or any of these stock units are settled into actual shares of common stock, there may be further dilution to new investors.

          In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities could result in further dilution to our stockholders.

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SELECTED HISTORICAL FINANCIAL DATA

          The following table sets forth our selected historical financial data derived from our consolidated financial statements for each of the periods indicated. The selected historical consolidated financial data as of December 31, 2012 and 2011 and for the Successor year ended December 31, 2012, the Successor period from May 25 through December 31, 2011, the Predecessor period from January 1 through May 24, 2011 and the Predecessor year ended December 31, 2010 set forth below are derived from our audited consolidated financial statements and related notes included elsewhere in this prospectus. The selected historical consolidated financial data as of December 31, 2010 and as of and for the Predecessor years ended December 31, 2009 and 2008 set forth below are derived from our audited annual consolidated financial statements and related notes, which are not included in this prospectus. The selected historical consolidated financial data for the three- and six-month periods ended June 30, 2013 and 2012 (Successor periods) and our consolidated balance sheet data as of June 30, 2013 are derived from our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus. The historical consolidated financial data for the Predecessor periods is for EVHC.

          This "Selected Historical Financial Data" should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus. Our historical consolidated financial data may not be indicative of our future performance.

 
  Successor    
   
   
   
   
 
 
   
  Predecessor  
 
   
   
  Six months ended
June 30,
   
   
   
 
 
  Quarter ended
June 30,
   
 
Period from
May 25
through
December 31,
2011
 


 
Period from
January 1
through
May 24,
2011
   
   
   
 
 
 
Year ended
December 31,
2012
  Year ended December 31,  
 
  2013   2012  
 
 
2013
 
2012
   
 
2010
 
2009
 
2008
 
 
  (unaudited)
   
   
   
   
   
   
   
 
 
  (dollars in thousands, except share and per share data)
 

Statement of Operations Data:

                                                                 

Revenue, net of contractual discounts

  $ 1,689,805   $ 1,444,131   $ 3,295,053   $ 2,851,921   $ 5,834,632   $ 3,146,039       $ 2,053,311   $ 4,790,834   $ 4,333,847   $ 3,769,302  

Provision for uncompensated care

    (790,550 )   (643,033 )   (1,507,474 )   (1,244,529 )   (2,534,511 )   (1,260,228 )       (831,521 )   (1,931,512 )   (1,764,162 )   (1,359,438 )
                                               

Net revenue

    899,255     801,098     1,787,579     1,607,392     3,300,121     1,885,811         1,221,790     2,859,322     2,569,685     2,409,864  

Compensation and benefits

    643,960     562,838     1,285,749     1,128,703     2,307,628     1,311,060         874,633     2,023,503     1,796,779     1,637,425  

Operating expenses

    102,308     96,807     202,758     204,388     421,424     259,639         156,740     359,262     334,328     383,359  

Insurance expense

    25,840     27,555     51,673     52,445     97,950     65,030         47,229     97,330     97,610     82,221  

Selling, general and administrative expenses

    23,790     20,136     45,788     39,129     78,540     44,355         29,241     67,912     63,481     69,658  

Depreciation and amortization expense

    34,622     30,762     69,377     61,252     123,751     71,312         28,467     65,332     64,351     68,980  

Restructuring charges

    3,032     2,744     3,669     8,723     14,086     6,483                      
                                               

Income from operations

    65,703     60,256     128,565     112,752     256,742     127,932         85,480     245,983     213,136     168,221  

Interest income from restricted assets

    266     258     632     545     625     1,950         1,124     3,105     4,516     6,407  

Interest expense

    (50,002 )   (41,514 )   (101,754 )   (84,966 )   (182,607 )   (104,701 )       (7,886 )   (22,912 )   (40,996 )   (42,087 )

Realized gain (loss) on investments

    105     63     118     361     394     41         (9 )   2,450     2,105     2,722  

Interest and other (expense) income

    (249 )   241     (12,970 )   403     1,422     (3,151 )       (28,873 )   968     1,816     2,055  

Loss on early debt extinguishment

        (5,172 )   (122 )   (5,172 )   (8,307 )           (10,069 )   (19,091 )       (241 )
                                               

Income before income taxes, equity in earnings of unconsolidated subsidiary and net loss attributable to noncontrolling interest

    15,823     14,132     14,469     23,923     68,269     22,071         39,767     210,503     180,577     137,077  

Income tax expense

    (6,313 )   (6,266 )   (8,881 )   (10,504 )   (27,463 )   (9,328 )       (19,242 )   (79,126 )   (65,685 )   (52,530 )
                                               

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  Successor    
  Predecessor  
 
   
   
   
   
   
 
Period from
May 25
through
December 31,
2011
 


 
Period from
January 1
through
May 24,
2011
   
   
   
 
 
 
Quarter ended
June 30,
 
Six months ended
June 30,
 
Year ended
December 31,
2012
  Year ended December 31,  
 
 
2013
 
2012
 
2013
 
2012
   
 
2010
 
2009
 
2008
 
 
  (unaudited)
   
   
   
   
   
   
   
 
 
  (dollars in thousands, except share and per share data)
 

Income before equity in earnings of unconsolidated subsidiary and net loss attributable to noncontrolling interest

    9,510     7,866     5,588     13,419     40,806     12,743         20,525     131,377     114,892     84,547  

Equity in earnings of unconsolidated subsidiary

    87     105     162     214     379     276         143     347     347     300  

Net income attributable to noncontrolling interest

        (130 )                                    
                                               

Net income

    9,597     7,841     5,750     13,633     41,185     13,019         20,668     131,724     115,239     84,847  

Other comprehensive income (loss), net of tax:

                                                                 

Unrealized holding gains (losses) during the period

    (13 )   161     (449 )   203     1,632     (41 )       182     164     (1,413 )   (274 )

Unrealized gains (losses) on derivative financial instruments

    20     (1,254 )   (278 )   (1,265 )   857     (2,661 )       25     963     3,662     (2,324 )
                                               

Comprehensive income

  $ 9,604   $ 6,748   $ 5,023   $ 12,571   $ 43,674   $ 10,317       $ 20,875   $ 132,851   $ 117,488   $ 82,249  
                                               

Weighted average shares outstanding (in millions):

                                                                 

Basic

    131.7     130.2     131.2     130.2     130.2     129.5         411.8     408.8     395.7     387.4  

Diluted

    137.3     132.1     136.0     132.0     132.9     130.8         417.1     415.6     405.7     401.1  

Earnings per share:

                                                                 

Basic

  $ 0.07   $ 0.06   $ 0.04   $ 0.10   $ 0.32   $ 0.10       $ 0.05   $ 0.32   $ 0.29   $ 0.22  

Diluted

  $ 0.07   $ 0.06   $ 0.04   $ 0.10   $ 0.31   $ 0.10       $ 0.05   $ 0.32   $ 0.28   $ 0.21  

Other Financial Data:

                                                                 

Cash flows provided by (used in):

                                                                 

Operating activities

  $ (12,739 ) $ 13,080   $ (6,097 ) $ 63,131   $ 216,435   $ 114,821       $ 67,975   $ 185,544   $ 272,553   $ 211,457  

Investing activities

    (22,977 )   42,959     (27,747 )   81,044     (154,043 )   (2,965,976 )       (89,459 )   (158,865 )   (116,629 )   (74,945 )

Financing activities

    (7,384 )   (161,202 )   13,044     (154,000 )   (138,583 )   2,698,630         20,671     (72,206 )   30,791     (19,253 )

Cash and cash equivalents

                37,032     124,198     57,832     134,023         286,548     287,361     332,888     146,173  

Total assets

                4,040,186     3,893,872     4,036,833     4,013,108               1,748,552     1,654,707     1,541,219  

Long-term debt and capital lease obligations, including current maturities

                2,706,783     2,202,230     2,659,380     2,372,289               421,276     453,930     458,505  

Total equity

                554,653     934,575     544,687     913,490               847,205     686,087     539,039  

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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

          The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus, "Prospectus Summary — Summary Consolidated Financial Data" and "Selected Historical Financial Data". The following discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in "Risk Factors". Our results may differ materially from those anticipated in any forward-looking statements.

Company Overview

          We are a leading provider of physician-led, outsourced medical services in the United States with more than 20,000 affiliated clinicians. We market our services on a stand-alone, multi-service and integrated basis, primarily under our EmCare and AMR brands. EmCare is a leading provider of integrated facility-based physician services, including emergency, anesthesiology, hospitalist/inpatient care, radiology, tele-radiology and surgery. EmCare also offers physician-led care management solutions outside the hospital. AMR is a leading provider and manager of community-based medical transportation services, including emergency "911", non-emergency, managed transportation, fixed-wing ambulance and disaster response.

EmCare

          Over its 40 years of operating history, EmCare has become a leading provider of integrated facility-based physician services to healthcare facilities, communities and payors in the United States. During 2012, EmCare had approximately 10.5 million weighted patient encounters in 44 states and the District of Columbia. As of December 31, 2012, EmCare had an 8% share of the total ED services market and a 12% share of the outsourced ED services market based on number of contracts. EmCare's share of the combined markets for anesthesiology, hospitalist, radiology and surgery services was approximately 1% as of such date.

          EmCare has contracts covering 604 clinical departments with hospitals and independent physician groups to provide emergency, anesthesiology, hospitalist/inpatient care, radiology, tele-radiology and surgery services as well as other administrative services. EmCare recruits and hires or subcontracts with physicians and other healthcare professionals, who then provide professional services within the healthcare facilities with which we contract. We also provide billing and collection, risk management and other administrative services to our healthcare professionals and to independent physicians.

AMR

          Over its nearly 55 years of operating history, AMR has developed the largest network of ambulance services and a leading position in other medical transportation services in the United States. As of December 31, 2012, AMR had a 7% share of the total ambulance market and a 15% share of the outsourced ambulance market, the largest share among outsourced providers based on net revenue. During 2012, AMR treated and transported approximately 2.8 million patients in 40 states and the District of Columbia by utilizing its fleet of nearly 4,400 vehicles that operated out of more than 200 sites. As of December 31, 2012, AMR had more than 3,700 contracts with communities, government agencies, healthcare providers and insurers to provide ambulance transport services. During 2012, approximately 58% of AMR's net revenue was generated from emergency "911" ambulance transport services. Non-emergency ambulance transport services, including critical care transfer, wheelchair transports and other interfacility transports accounted for 26% of AMR's net revenue for the same period. The remaining balance of net revenue for 2012 was

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generated from managed transportation services, fixed-wing air ambulance services, and the provision of training, dispatch and other services to communities and public safety agencies.

Merger

          In February 2011, EVHC entered into the Merger Agreement with Intermediate Corporation and Sub. In May 2011, pursuant to the Merger Agreement, Sub merged with and into EVHC with EVHC as the surviving entity and an indirect wholly owned subsidiary of the Company.

          At the time the Merger was effective, each issued and outstanding share of EVHC class A common stock and EVHC class B common stock, but excluding treasury shares, shares held by Intermediate Corporation or Sub, and shares held by stockholders who perfected their appraisal rights, were converted into the right to receive $64.00 per share in cash. In addition, vesting of stock options, restricted stock, and restricted share units was accelerated upon closing of the Merger.

          The Merger was funded primarily through a $915 million equity contribution from the CD&R Affiliates and members of EVHC management and $2.4 billion in debt financing discussed more fully in Note 8 to our audited consolidated financial statements included elsewhere in this prospectus. The acquisition consideration was approximately $3.2 billion including approximately $150 million in capitalized issuance costs, of which $109 million are debt issuance costs.

          We applied business combination accounting to the opening balance sheet and results of operations on May 25, 2011 as the Merger occurred at the close of business on May 24, 2011. The business combination accounting adjustments had a material impact on the Successor period presented, the period from May 25, 2011 through December 31, 2011, due most significantly to the amortization of intangible assets and interest expense and will have a material impact on future earnings. Adjustments to allocate the acquisition consideration to fixed assets and identifiable intangible assets were recorded in the third and fourth quarters of 2011 based on a valuation report from a third party valuation firm.

Presentation

          This discussion of our financial condition and results of operations is presented for the Successor three- and six-month periods ended June 30, 2013 and 2012, the Successor year ended December 31, 2012, the Successor period from May 25, 2011 through December 31, 2011, the Predecessor period from January 1, 2011 through May 24, 2011 and the Predecessor year ended December 31, 2010. The full year 2011 is also presented on a pro forma basis along with the year ended December 31, 2010. Predecessor and Successor results relate to the periods preceding the Merger and succeeding the Merger, respectively. The results of operations for the Predecessor periods are for EVHC. We believe that the discussion on a pro forma basis is a useful supplement to the historical results as it allows the 2011 and 2010 results of operations to be analyzed on a more comparable basis to the 2012 full year results. The Unaudited Pro Forma Combined Consolidated Statements of Operations reflect the consolidated results of operations of the Company as if the Merger had occurred on January 1, 2011 and 2010. The historical financial information has been adjusted to give effect to events that are (i) directly attributed to the Merger, (ii) factually supportable and (iii) with respect to the income statement, expected to have a continuing impact on the combined results. Such items include interest expense related to debt issued in conjunction with the Merger as well as additional amortization expense associated with the valuation of intangible assets. This unaudited pro forma information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the Merger had actually occurred on that date, nor of the results that may be obtained in the future. See Note 1 to our audited consolidated financial statements included elsewhere in this prospectus.

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Key Factors and Measures We Use to Evaluate Our Business

          The key factors and measures we use to evaluate our business focus on the number of patients we treat and transport and the costs we incur to provide the necessary care and transportation for each of our patients.

          We evaluate our revenue net of provisions for contractual payor discounts and provisions for uncompensated care. Medicaid, Medicare and certain other payors receive discounts from our standard charges, which we refer to as contractual discounts. In addition, individuals we treat and transport may be personally responsible for a deductible or co-pay under their third party payor coverage, and most of our contracts require us to treat and transport patients who have no insurance or other third party payor coverage. Due to the uncertainty regarding collectability of charges associated with services we provide to these patients, which we refer to as uncompensated care, our net revenue recognition is based on expected cash collections. Our net revenue represents gross billings after provisions for contractual discounts and estimated uncompensated care. Provisions for contractual discounts and uncompensated care have increased historically primarily as a result of increases in gross billing rates without corresponding increases in payor reimbursement.

          The following table summarizes our approximate payor mix as a percentage of both net revenue and total transports and patient encounters for the three and six months ended June 30, 2013 and 2012 and the years ended December 31, 2012, 2011 and 2010. In determining the net revenue payor mix, we use cash collections in the period as an approximation of net revenue recorded. As illustrated below, commercial insurance and managed care has consistently represented our largest payor group based on net revenue, comprising 52% of cash collections in 2012. Separately, given the emergency nature of many of our services, self-pay (primarily uninsured patients) has represented approximately 17% – 20% of our total patient volume, but only 4% – 5% of our total cash collections. EmCare's ED volume is 20% self-pay and AMR's ambulance volume is 19% self-pay. The decrease in self-pay revenue as a percentage of total revenue over the past three years has been due to additional EmCare service lines with lower self-pay, including our Evolution Health business.

 
  Percentage of Cash Collections
(Net Revenue)
  Percentage of Total Volume  
 
  Quarter
ended
June 30,
  Six months
ended
June 30,
  Year ended December 31,   Quarter ended
June 30,
  Six months
ended
June 30,
  Year ended December 31,  
 
 
2013
 
2012
 
2013
 
2012
 
2012
 
2011
 
2010
 
2013
 
2012
 
2013
 
2012
 
2012
 
2011
 
2010
 

Medicare

    22.6 %   20.5 %   23.1 %   20.7 %   20.2 %   20.6 %   22.0 %   26.2 %   25.8 %   26.3 %   26.0 %   25.6 %   25.9 %   25.2 %

Medicaid

    5.0 %   5.0 %   5.1 %   5.0 %   4.8 %   5.4 %   5.6 %   10.5 %   11.0 %   10.4 %   11.0 %   10.8 %   12.5 %   12.9 %

Commercial insurance and managed care

    52.0 %   53.0 %   52.0 %   52.2 %   52.3 %   50.5 %   48.7 %   46.1 %   45.0 %   46.1 %   45.0 %   45.3 %   43.2 %   42.2 %

Self-pay

    4.4 %   5.0 %   4.4 %   5.0 %   4.8 %   4.7 %   4.3 %   17.2 %   18.2 %   17.2 %   18.0 %   18.3 %   18.4 %   19.7 %

Fees/other

    5.5 %   6.2 %   5.4 %   6.9 %   7.7 %   8.0 %   7.6 %                            

Subsidies

    10.5 %   10.3 %   10.0 %   10.2 %   10.2 %   10.8 %   11.8 %                            
                                                           

Total

    100.0 %   100.0 %   100.0 %   100.0 %   100.0 %   100.0 %   100.0 %   100.0 %   100.0 %   100.0 %   100.0 %   100.0 %   100.0 %   100.0 %
                                                           

          In addition to continually monitoring our payor mix, we also analyze the following measures in each of our business segments.

EmCare

          Of EmCare's net revenue for the six months ended June 30, 2013, approximately 73% was derived from our hospital contracts for ED staffing, 11% from contracts related to anesthesiology services, 5% from our hospitalist/inpatient services, 5% from our post-acute care services, 3% from our radiology/tele-radiology services, 1% from our surgery services, and 2% from other hospital management services. Approximately 84% of EmCare's net revenue was generated from billings to third party payors and patients for patient encounters and approximately 16% was generated from billings to hospitals and affiliated physician groups for professional services. Of EmCare's net

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revenue for the year ended December 31, 2012, approximately 77% was derived from our hospital contracts for ED staffing, 12% from contracts related to anesthesiology services, 5% from our hospitalist/inpatient services, 3% from our radiology/tele-radiology services, 1% from surgery services and 2% from other hospital management services. Approximately 82% of EmCare's net revenue was generated from billings to third party payors and patients for patient encounters and approximately 18% was generated from billings to hospitals and affiliated physician groups for professional services. EmCare's key net revenue measures are:

    Patient encounters.  We utilize patient encounters to evaluate net revenue and as the basis by which we measure certain costs of the business. We segregate patient encounters into four main categories — ED visits, hospitalist encounters, radiology reads and anesthesiology cases — due to the differences in reimbursement rates for and associated costs of providing the various services. As a result of these differences, in certain analyses we weight our patient encounter numbers according to category in an effort to better measure net revenue and costs. In calculating "weighted patient encounters", each radiology read and anesthesiology case is not counted as a full patient encounter as we apply a discount factor to reflect differences in reimbursement rates for and associated costs of providing such services.

    Number of contracts.  This reflects the number of contractual relationships we have for outsourced ED staffing, anesthesiology, hospitalist/inpatient, radiology, tele-radiology, surgery and other hospital management services. We analyze the change in our number of contracts from period to period based on "net new contracts", which is the difference between total new contracts and contracts that have terminated.

    Revenue per patient encounter.  This reflects the expected net revenue for each patient encounter based on gross billings less all estimated provisions for contractual discounts and uncompensated care. Net revenue per patient encounter also includes net revenue from billings to third party payors and hospitals.

          The change from period to period in the number of patient encounters under our "same store" contracts is influenced by general community conditions as well as hospital-specific elements, many of which are beyond our direct control. The general community conditions include: (i) the timing, location and severity of influenza, allergens and other annually recurring viruses and (ii) severe weather that affects a region's health status and/or infrastructure. Hospital-specific elements include the timing and extent of facility renovations, hospital staffing issues and regulations that affect patient flow through the hospital.

          The costs incurred in our EmCare business segment consist primarily of compensation and benefits for physicians and other professional providers, professional liability costs, and contract and other support costs. EmCare's key cost measures include:

    Provider compensation per hour of coverage.  Provider compensation per hour of coverage includes all compensation and benefit costs for all professional providers, including physicians, physician assistants and nurse practitioners, during each patient encounter. Providers include all full-time, part-time and independently contracted providers. Analyzing provider compensation per hour of coverage enables us to monitor our most significant cost in performing services under our contracts.

    Professional liability costs.  These costs include provisions for estimated losses for actual claims, and claims likely to be incurred in the period, based on our past loss experience and actuarial analysis provided by a third party, as well as actual direct costs, including investigation and defense costs, claims payments, and other costs related to provider professional liability.

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          EmCare's business is not as capital intensive as AMR's and EmCare's depreciation expense relates primarily to charges for usage of computer hardware and software, and other technologies. Amortization expense relates primarily to intangibles recorded for customer relationships.

AMR

          Approximately 88% and 85% of AMR's net revenue for the six months ended June 30, 2013 and the year ended December 31, 2012, respectively, was transport revenue derived from the treatment and transportation of patients, including fixed-wing air ambulance services, based on billings to third party payors, healthcare facilities and patients. The balance of AMR's net revenue is derived from direct billings to communities and government agencies, including FEMA, for the provision of training, dispatch center and other services. AMR's measures for transport net revenue include:

    Transports.  We utilize transport data, including the number and types of transports, to evaluate net revenue and as the basis by which we measure certain costs of the business. We segregate transports into two main categories — ambulance transports (including emergency, as well as non-emergency, critical care and other interfacility transports) and wheelchair transports — due to the differences in reimbursement rates for and associated costs of providing ambulance and wheelchair transports. As a result of these differences, in certain analyses we weight our transport numbers according to category in an effort to better measure net revenue and costs. In calculating "weighted transports", each wheelchair transport is not counted as a full transport, as we apply a discount factor to reflect differences in reimbursement rates for and associated costs of providing such services.

    Net revenue per transport.  Net revenue per transport reflects the expected net revenue for each transport based on gross billings less provisions for contractual discounts and estimated uncompensated care. In order to better understand the trends across service lines and in our transport rates, we analyze our net revenue per transport based on weighted transports to reflect the differences in our transportation mix.

          The change from period to period in the number of transports is influenced by changes in transports in existing markets from both new and existing facilities we serve for non-emergency transports, and the effects of general community conditions for emergency transports. The general community conditions may include (i) the timing, location and severity of influenza, allergens and other annually recurring viruses, (ii) severe weather that affects a region's health status and/or infrastructure and (iii) community-specific demographic changes.

          The costs we incur in our AMR business segment consist primarily of compensation and benefits for ambulance crews and support personnel, direct and indirect operating costs to provide transportation services, and costs related to accident and insurance claims. AMR's key cost measures include:

    Unit hours and cost per unit hour.  Our measurement of a unit hour is based on a fully staffed ambulance or wheelchair van for one operating hour. We use unit hours and cost per unit hour to measure compensation-related costs and the efficiency of our deployed resources. We monitor unit hours and cost per unit hour on a combined basis, as well as on a segregated basis between ambulance and wheelchair transports.

    Operating costs per transport.  Operating costs per transport is comprised of certain direct operating costs, including vehicle operating costs, medical supplies and other transport-related costs, but excluding compensation-related costs. Monitoring operating

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      costs per transport allows us to better evaluate cost trends and operating practices of our regional and local management teams.

    Accident and insurance claims.  We monitor the number and magnitude of all accident and insurance claims in order to measure the effectiveness of our risk management programs. Depending on the type of claim (workers compensation, auto, general or professional liability), we monitor our performance by utilizing various bases of measurement, such as net revenue, miles driven, number of vehicles operated, compensation dollars, and number of transports.

          We have focused our risk mitigation efforts on employee training for proper patient handling techniques, development of clinical and medical equipment protocols, driving safety, implementation of equipment to reduce lifting injuries and other risk mitigation processes.

          AMR's business requires various investments in long-term assets and depreciation expense relates primarily to charges for usage of these assets, including vehicles, computer hardware and software, medical equipment and other technologies. Amortization expense relates primarily to intangibles recorded for customer relationships.

Non-GAAP Measures

          Adjusted EBITDA is defined as net income before equity in earnings of unconsolidated subsidiary, income tax expense, loss on early debt extinguishment, interest income from restricted assets, interest and other (expense) income, realized gain (loss) on investments, interest expense, equity-based compensation expense, related party management fees, restructuring charges, net income attributable to noncontrolling interest, and depreciation and amortization expense. Adjusted EBITDA is commonly used by management and investors as a performance measure and liquidity indicator. Adjusted EBITDA is not considered a measure of financial performance under GAAP and the items excluded from Adjusted EBITDA are significant components in understanding and assessing our financial performance. Adjusted EBITDA should not be considered in isolation or as an alternative to such GAAP measures as net income (loss), cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in our consolidated financial statements as an indicator of financial performance or liquidity. Since Adjusted EBITDA is not a measure determined in accordance with GAAP and is susceptible to varying calculations, Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies.

          The following tables set forth a reconciliation of Adjusted EBITDA to net income for our company, and reconciliations of Adjusted EBITDA to income from operations for our two operating segments and a reconciliation of Adjusted EBITDA to cash flows from operating activities, using data derived from our consolidated financial statements for the periods indicated (amounts in thousands):

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  Successor    
  Predecessor  
 
  Quarter ended
June 30,
  Six months ended
June 30,
   
 
Period from
May 25
through
December 31,
2011
 


 
Period from
January 1
through
May 24,
2011
   
 
 
 
Year ended
December 31,
2012
 
Year ended
December 31,
2010
 
 
 
2013
 
2012
 
2013
 
2012
   
 
 
   
  (unaudited)
   
   
   
   
   
   
 
 
  (dollars in thousands, except share and per share data)
 

Consolidated

                                                     

Adjusted EBITDA

  $ 105,935   $ 96,332   $ 206,867   $ 187,896   $ 404,452   $ 214,789       $ 130,582   $ 322,119  

Depreciation and amortization expense

    (34,622 )   (30,762 )   (69,377 )   (61,252 )   (123,751 )   (71,312 )       (28,467 )   (65,332 )

Restructuring charges

    (3,032 )   (2,744 )   (3,669 )   (8,723 )   (14,086 )   (6,483 )            

Interest income from restricted assets

    (266 )   (258 )   (632 )   (545 )   (625 )   (1,950 )       (1,124 )   (3,105 )

Equity-based compensation expense

    (1,062 )   (1,062 )   (2,124 )   (2,124 )   (4,248 )   (4,098 )       (15,112 )   (6,699 )

Related party management fees

    (1,250 )   (1,250 )   (2,500 )   (2,500 )   (5,000 )   (3,014 )       (399 )   (1,000 )
                                       

Income from operations

    65,703     60,256     128,565     112,752     256,742     127,932         85,480     245,983  

Interest income from restricted assets

    266     258     632     545     625     1,950         1,124     3,105  

Interest expense

    (50,002 )   (41,514 )   (101,754 )   (84,966 )   (182,607 )   (104,701 )       (7,886 )   (22,912 )

Realized gain (loss) on investments

    105     63     118     361     394     41         (9 )   2,450  

Interest and other (expense) income

    (249 )   241     (12,970 )   403     1,422     (3,151 )       (28,873 )   968  

Loss on early debt extinguishment

        (5,172 )   (122 )   (5,172 )   (8,307 )           (10,069 )   (19,091 )

Income tax expense

    (6,313 )   (6,266 )   (8,881 )   (10,504 )   (27,463 )   (9,328 )       (19,242 )   (79,126 )

Equity in earnings of unconsolidated subsidiary

    87     105     162     214     379     276         143     347  

Net income attributable to noncontrolling interest

        (130 )                            
                                       

Net income

  $ 9,597   $ 7,841   $ 5,750   $ 13,633   $ 41,185   $ 13,019       $ 20,668   $ 131,724  
                                       

EmCare

                                                     

Adjusted EBITDA

  $ 70,575   $ 63,767   $ 136,735   $ 120,481   $ 260,657   $ 141,374       $ 77,686   $ 192,426  

Depreciation and amortization expense

    (16,218 )   (14,158 )   (32,989 )   (27,920 )   (55,719 )   (33,086 )       (9,411 )   (20,384 )

Restructuring charges

    (4 )   (8 )   (252 )   (8 )   (1,519 )   (542 )            

Interest (income) loss from restricted assets

    (155 )   (99 )   (410 )   (227 )   11     (1,192 )       (584 )   (1,729 )

Equity-based compensation expense

    (456 )   (475 )   (913 )   (942 )   (1,897 )   (1,683 )       (6,801 )   (2,948 )

Related party management fees

    (538 )   (558 )   (1,075 )   (1,108 )   (2,233 )   (1,339 )       (180 )   (440 )
                                       

Income from operations

  $ 53,204   $ 48,469   $ 101,096   $ 90,276   $ 199,300   $ 103,532       $ 60,710   $ 166,925  
                                       

AMR

                                                     

Adjusted EBITDA

  $ 35,381   $ 32,565   $ 70,220   $ 67,415   $ 143,994   $ 73,415       $ 52,896   $ 129,693  

Depreciation and amortization expense

    (18,404 )   (16,604 )   (36,388 )   (33,332 )   (68,032 )   (38,226 )       (19,056 )   (44,948 )

Restructuring charges

    (3,028 )   (2,736 )   (3,417 )   (8,715 )   (12,567 )   (5,941 )            

Interest income from restricted assets

    (111 )   (159 )   (222 )   (318 )   (636 )   (758 )       (540 )   (1,376 )

Equity-based compensation expense

    (606 )   (587 )   (1,211 )   (1,182 )   (2,351 )   (2,415 )       (8,311 )   (3,751 )

Related party management fees

    (712 )   (692 )   (1,425 )   (1,392 )   (2,767 )   (1,675 )       (219 )   (560 )
                                       

Income from operations

  $ 12,520   $ 11,787   $ 27,557   $ 22,476   $ 57,641   $ 24,400       $ 24,770   $ 79,058  
                                       

 

 
  Successor    
  Predecessor  
 
  Quarter ended
June 30,
  Six months ended
June 30,
   
 
Period from
May 25
through
December 31,
2011
 


 
Period from
January 1
through
May 24,
2011
   
 
 
 
Year ended
December 31,
2012
 
Year ended
December 31,
2010
 
 
 
2013
 
2012
 
2013
 
2012
   
 
 
   
  (unaudited)
   
   
   
   
   
   
 

Adjusted EBITDA

  $ 105,935   $ 96,332   $ 206,867   $ 187,896   $ 404,452   $ 214,789       $ 130,582   $ 322,119  

Related party management fees

    (1,250 )   (1,250 )   (2,500 )   (2,500 )   (5,000 )   (3,014 )       (399 )   (1,000 )

Restructuring charges

    (3,032 )   (2,744 )   (3,669 )   (8,723 )   (14,086 )   (6,483 )            

Interest expense (less deferred loan fee amortization)

    (45,112 )   (37,380 )   (92,154 )   (76,595 )   (165,200 )   (94,470 )       (6,556 )   (20,428 )

Payment of dissenting shareholder settlement

    (13,717 )       (13,717 )                        

Change in accounts receivable

    (13,751 )   (7,482 )   (54,963 )   (42,829 )   (81,857 )   (4,730 )       (10,149 )   (22,241 )

Change in other operating assets/liabilities

    (37,176 )   (28,476 )   (25,859 )   14,868     72,514     25,146         14,234     (825 )

Excess tax benefits from stock-based compensation

    (3,160 )