8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 21, 2016

Press Ganey Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-37398	20-0259496
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

401 Edgewater Place, Suite 500, Wakefield, MA	01880
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 295-5000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 1.01Entry into a Material Definitive Agreement.

Senior Secured First Lien Credit Agreement

On October 21, 2016, Emerald BidCo, Inc. (which, on the Closing Date (as defined below) merged with and into Press Ganey Holdings, Inc., with Press Ganey Holdings, Inc. surviving such merger as the “Borrower”) and Emerald Intermediate, Inc. (“Holdings”) entered into a senior secured first lien credit agreement (the “First Lien Credit Agreement”), dated as of October 21, 2016, by and among Holdings, the Borrower, Credit Suisse AG, as administrative agent and collateral agent (the “First Lien Administrative Agent”), and the lenders party thereto, pursuant to which the Borrower incurred certain loans and the Borrower and certain of the Borrower’s domestic subsidiaries (together with Holdings, the “Guarantors”) guaranteeing the obligations under the First Lien Credit Agreement granted a first priority perfected security interest (subject to customary priming liens) on substantially all of the assets of the Borrower and the Guarantors to secure the obligations under the First Lien Credit Agreement.

Principal, Amortization and Maturity

The lenders under the First Lien Credit Agreement have advanced to the Borrower $760 million of senior secured term loans with a maturity date of October 21, 2023, and also have provided the Borrower with a revolving line of credit of up to $70,000,000 with a maturity date of October 21, 2021 (the “First Lien Credit Facilities”). The term loans under the First Lien Credit Facilities will amortize at 1% per annum in equal quarterly installments with the balance payable on the final maturity date.

The First Lien Credit Facilities include borrowing capacity available for letters of credit and same day borrowing capacity for borrowings based on the alternate base rate.

Interest Rate

Term loans and revolving loans under the First Lien Credit Facilities bear interest at a rate equal to, at the Borrower’s option, the adjusted Eurodollar rate or an alternate base rate, in each case, plus an applicable margin. The revolving loans have an initial applicable margin equal to 3.25%, in the case of Eurodollar revolving loans, or 2.25%, in the case of base rate revolving loans, subject to a step-down of 0.25% upon achievement of a specified first lien leverage ratio. The term loans have an applicable margin equal to 3.25%, in the case of Eurodollar term loans or 2.25%, in the case of base rate term loans.

Mandatory Prepayments

Subject to certain customary exceptions, the First Lien Credit Facilities are subject to mandatory prepayments in amounts equal to: (1) 100% of the net cash proceeds from any non-ordinary course sale or other disposition of assets (including as a result of casualty or condemnation) by the Borrower or certain of its subsidiaries subject to customary reinvestment provisions and certain other exceptions (subject to a step-down to 50% upon achievement of a specified first lien leverage ratio); (2) 100% of the net cash proceeds from incurrences of non-permitted debt by the Borrower or certain of its subsidiaries; and (3) a customary annual excess cash flow sweep.

Certain Other Provisions

The First Lien Credit Agreement contains a number of customary affirmative and negative covenants and events of default. The First Lien Credit Agreement also requires the Borrower to comply with a springing first lien net leverage ratio if more than 30% of the revolving line of credit is drawn (excluding undrawn letters of credit that are cash collateralized or in an amount of less than $15 million).

Senior Secured Second Lien Credit Agreement

On October 21, 2016, Emerald Bidco, Inc. and Holdings entered into a senior secured second lien credit agreement (the “Second Lien Credit Agreement”), dated as of October 21, 2016, by and among Holdings, the Borrower, Citibank, N.A., as administrative agent and collateral agent (the “Second Lien Administrative Agent”), and the lenders party thereto, pursuant to which the Borrower incurred certain loans and the Borrower and the Guarantors

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granted a second priority perfected security interest (subject to customary priming liens) on substantially all of the assets of the Borrower and the Guarantors to secure the obligations under the Second Lien Credit Agreement.

Principal and Maturity

The lenders under the Second Lien Credit Agreement have advanced to the Borrower $268 million of senior secured term loans with a maturity date of October 21, 2024 (the “Second Lien Credit Facility”).

Interest Rate

The Second Lien Credit Facility bears interest at a rate equal to, at the Borrower’s option, the adjusted Eurodollar rate or an alternate base rate, in each case, plus an applicable margin equal to 7.25%, in the case of Eurodollar term loans or 6.25%, in the case of base rate term loans.

Mandatory Prepayments

Subject to certain customary exceptions, the Second Lien Credit Facility is subject to mandatory prepayments in amounts equal to: (1) 100% of the net cash proceeds from any non-ordinary course sale or other disposition of assets (including as a result of casualty or condemnation) by the Borrower or certain of its subsidiaries subject to customary reinvestment provisions and certain other exceptions (subject to a step-down to 50% upon achievement of a specified first lien leverage ratio); (2) 100% of the net cash proceeds from incurrences of non-permitted debt by the Borrower or certain of its subsidiaries; and (3) a customary annual excess cash flow sweep.

Certain Other Provisions

The Second Lien Credit Agreement contains a number of customary affirmative and negative covenants and events of default.

Ranking

The First Lien Credit Agreement, Second Lien Credit Agreement and the guarantees of the Guarantors with respect thereto are the Borrower’s and the Guarantors’ senior secured obligations which rank senior in right of payment to all of their future subordinated indebtedness. The security interest granted by the Borrower and Guarantors on their assets under the Second Lien Credit Agreement rank junior in priority to the security interest granted by the Borrower and Guarantors on their assets under the First Lien Credit Agreement, subject to the terms of a customary intercreditor agreement.

Item 2.01Completion of Acquisition or Disposition of Assets.

On October 21, 2016 (the “Closing Date”), pursuant to the terms of the Agreement and Plan of Merger, dated as of August 9, 2016 (as amended or modified from time to time, the “Merger Agreement”), by and among Press Ganey Holdings, Inc., a Delaware corporation (the “Company”), Emerald TopCo, Inc., a Delaware corporation (“Parent”) and Emerald BidCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Parent completed its acquisition of the Company through the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect, wholly owned subsidiary of Parent.

On the Closing Date, Parent completed the acquisition of the Company through the Merger. At the effective time of the Merger, each share of the Company’s common stock, par value $0.01 per share (the “Common Stock”) (other than certain excluded shares and shares of Common Stock owned by holders who have perfected and not withdrawn a demand for (or lost their right to) appraisal rights pursuant to Section 262 of the Delaware General Corporation Law (the “Excluded Shares”)) was cancelled and converted into the right to receive $40.50 in cash (the “Merger Consideration”).

The source of the funds for the consideration paid by Parent in the Merger was a combination of common

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equity contributions from funds managed by affiliates of EQT Partners Inc. (“EQT”) and certain other investors, as well as proceeds from the debt financing described in Item 1.01.

The description of the Merger set forth above does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 9, 2016, and is incorporated by reference into this Item 2.01.

A copy of the press release issued by the Company on the Closing Date announcing the completion of the acquisition is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 2.01.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated herein by reference into this Item 2.03.

Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger described in Item 2.01, the Company notified the New York Stock Exchange (the “NYSE”) on October 21, 2016 that the certificate of merger has been filed with the Secretary of State of the State of Delaware and that, at the effective time of the Merger, each share of Common Stock (other than the Excluded shares) was cancelled and converted into the right to receive $40.50 in cash. In addition, the Company requested that the NYSE delist its Common Stock, and as a result, trading of Common Stock, which previously traded under the ticker symbol “PGND” on the NYSE, was suspended prior to the opening of the NYSE on October 21, 2016. The Company also requested the NYSE to file a notification of removal from listing and registration on Form 25 with the Securities and Exchange Commission (the “SEC”) to effect the delisting of the Common Stock from NYSE and the deregistration of the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a Form 15 requesting the termination of registration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Section 13 and 15(d) of the Exchange Act.

Item 3.03Material Modification to Rights of Security Holders.

The information set forth in Items 2.01 and 5.03 of this Current Report on Form 8-K is hereby incorporated herein by reference into this Item 3.03.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger the shares of the Company’s Common Stock were converted into the right to receive the Merger Consideration. At the effective time of the Merger, each holder of Common Stock issued and outstanding immediately prior to the effective time of the Merger ceased to have any rights as a stockholder of the Company other than the right of the holders of Common Stock to receive the Merger Consideration.

Item 5.01Changes in Control of Registrant.

The information set forth in Item 2.01 of this Current Report on Form 8-K is hereby incorporated herein by reference into this Item 5.01.

As a result of the Merger, a change in control of the Company occurred, and the Company is now an indirect, wholly owned subsidiary of Parent. Parent is affiliated with investment funds advised by EQT.

The total amount of funds used to complete the Merger and related transactions and pay related fees and expenses was approximately $2.46 billion, which was funded through common equity contributions from funds managed by affiliates of EQT and certain other investors, as well as proceeds from the debt financing described in Item 1.01.

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On October 21, 2016, in accordance with the Company’s by-laws and Section 141(k) of the Delaware General Corporation Law, following the effectiveness of the Merger, (i) all of the directors serving on the Board of Directors of the Company (the “Board”) were removed without cause and (ii) Emerald Intermediate, Inc., the sole stockholder of the Company, elected Eric Liu to the Board as the sole director of the Company, effective immediately.

Biographical information for the newly elected director is set forth below:

Mr. Liu has advised the Company that, to the best of his knowledge, he is not currently a director of, and does not hold any position with, the Company or any of its subsidiaries. Mr. Liu has further advised the Company that, to the best of his knowledge, neither he nor any of his immediate family members (i) has a familial relationship with any directors, other nominees or executive officers of the Company or any of its subsidiaries or (ii) has been involved in any transactions with the Company or any of its subsidiaries, in each case, that are required to be disclosed pursuant to the rules and regulations of the SEC, except as disclosed herein.

Mr. Liu has been a Partner of EQT Partners Inc. since July 2014. Prior to joining EQT Partners, Mr. Liu was a Principal at Warburg Pincus LLC where he was responsible for private equity investments in the healthcare industry.  He joined Warburg Pincus in 2004. Previously, he worked in private equity at The Blackstone Group and in venture capital at Draper Fisher Jurvetson. He is a Phi Beta Kappa graduate of Harvard College where he received an A.B. degree in Applied Mathematics. Mr. Liu also holds an MBA degree from the Stanford Graduate School of Business where he was an Arjay Miller Scholar.

The description of the Merger and the Merger Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 9, 2016, and is hereby incorporated by reference into this Item 5.01.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Directors

The information in connection with the replacement of directors set forth under Item 5.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.02.

Officers

Effective upon completion of the Merger, the following persons will continue to be officers of the Company: Patrick T. Ryan, Joe Greskoviak, Dr. Thomas Lee, Breht Feigh, Devin J. Anderson, Patricia Cmielewski, Patricia Riskind and Kip A. Emenhiser.

Item 5.03Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

At the effective time of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation set forth as Exhibit B to the Merger Agreement (the “Amended and Restated Certificate of Incorporation”). A copy of the Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. In addition, at the effective time of the Merger, the Company’s by-laws, as in effect immediately prior to the Merger, were amended and restated to be in the form of the by-laws set forth as Exhibit C to the Merger Agreement (the “Amended and Restated By-Laws”). Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item 5.03.

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Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

2.1	Agreement and Plan of Merger, dated as of August 9, 2016, by and among the Company, Parent and Merger Sub (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on August 9, 2016)
3.1	Amended and Restated Certificate of Incorporation of the Company
3.2	Amended and Restated By-Laws of the Company
99.1	Joint Press Release of the Company and Parent, dated October 21, 2016

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SIGNATURE

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

	Press Ganey Holdings, Inc.
	(Registrant)
Date: October 21, 2016	/s/ DEVIN J. ANDERSON
	Devin J. Anderson
	General Counsel and Corporate Secretary

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Exhibit Index

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of August 9, 2016, by and among the Company, Parent and Merger Sub (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on August 9, 2016)
3.1	Amended and Restated Certificate of Incorporation of the Company
3.2	Amended and Restated By-Laws of the Company
99.1	Joint Press Release of the Company and Parent, dated October 21, 2016

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

of

PRESS GANEY HOLDINGS, INC.

FIRST.The name of the Corporation is Press Ganey Holdings, Inc.

SECOND.The registered office and registered agent of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware, 19808.

THIRD.The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”) or any successor statute.

FOURTH.The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000 shares of common stock, par value $0.01 per share (the “Common Stock”).

FIFTH.In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors, acting by majority vote, is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation.

SIXTH.Unless and except to the extent that the Bylaws of the Corporation shall so require, election of directors of the Corporation need not be by written ballot.

SEVENTH.To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty owed to the Corporation or its stockholders.  Neither the amendment nor repeal of this Article SEVENTH, nor the adoption of any provision of this Certificate of Incorporation, nor, to the fullest extent permitted by the DGCL, any modification of law shall eliminate, reduce or otherwise adversely affect any right or protection of a current or former director of the Corporation existing at the time of such amendment, repeal, adoption or modification.

EIGHTH.The Corporation hereby expressly elects not to be governed by Section 203 of the DGCL, and the restrictions contained in Section 203 of the DCGL shall not apply to the Corporation.

NINTH.(a) The Corporation shall indemnify, advance expenses, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, including any appeal (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer, employee or agent of the Corporation or, while a director, officer, employee or agent

of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, partner, member, other fiduciary or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans or public service or charitable organizations, whether the basis of such claim or proceeding is alleged actions or omissions in any such capacity or in any other capacity while serving as a director, officer, trustee, partner, member, employee, other fiduciary or agent thereof, against all expense and liability and loss suffered and expenses reasonably incurred by such Covered Person in enforcing the provisions of this paragraph (a) of Article NINTH (including attorney’s fees, and disbursements, court costs, damages, fines, amounts paid or to be paid in settlement, and excise taxes or penalties).  Notwithstanding the foregoing sentence, except for claims for indemnification (during the pendency of the disposition of such Proceeding) or advancement of expenses not paid in full, the Corporation shall be required to indemnify and hold harmless a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the board of directors of the Corporation.  Any amendment, repeal or modification of this paragraph (a) of Article NINTH shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

(b) The rights to indemnification and advancement of expenses conferred by paragraph (a) of this Article NINTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute (including the DGCL), any other provision of this Certificate of Incorporation of the Corporation, the Bylaws of the Corporation, any agreement, any vote of stockholders or the disinterested directors or otherwise.

TENTH.If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any Article of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Certificate of Incorporation (including, without limitation, each such portion of any Article of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.

EX-3.2

Exhibit 3.2

PRESS GANEY HOLDINGS, INC.

BY-LAWS

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1.  Place of Meeting and Notice.  Meetings of the stockholders of the Corporation shall be held at such place either within or without the State of Delaware as the Board of Directors may determine.

Section 2.  Annual and Special Meetings.  Annual meetings of stockholders shall be held, at a date, time and place fixed by the Board of Directors and stated in the notice of meeting, to elect a Board of Directors and to transact such other business as may properly come before the meeting.  Special meetings of the stockholders may be called by the President for any purpose and shall be called by the President or Secretary if directed by the Board of Directors.

Section 3.  Notice.  Except as otherwise provided by law, at least 10 and not more than 60 days before each meeting of stockholders, written notice of the time, date and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder.

Section 4.  Quorum.  At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock shall constitute a quorum for the transaction of business, except as otherwise provided by law.  In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present.

Section 5.  Voting.  Except as otherwise provided by law, all matters submitted to a meeting of stockholders shall be decided by affirmative vote of a majority of the Corporation’s issued and outstanding capital stock present in person or by proxy.

ARTICLE II

DIRECTORS

Section 1.  Number, Election and Removal of Directors.  The number of Directors that shall constitute the Board of Directors shall not be less than one or more than fifteen.  The first Board of Directors shall consist of two Directors. Thereafter, within the limits specified above, the number of Directors shall be determined by the Board of Directors or the stockholders.  The Directors shall be elected by the stockholders at their annual meeting.  Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the stockholders. A Director may be removed with or without cause by the stockholders.

Section 2.  Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting.

Section 3.  Quorum.  One-third of the total number of authorized Director seats shall constitute a quorum for the transaction of business.  If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present.  Except as otherwise provided by law, the Certificate of Incorporation of the Corporation or these By-Laws, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

Section 4.  Committees.  The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, including, without limitation, an Executive Committee, to have and exercise such power and authority as the Board of Directors shall specify.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act as the absent or disqualified member.

ARTICLE III

OFFICERS

The officers of the Corporation shall consist of a President and a Secretary, and such other additional officers with such titles as the Board of Directors shall determine, all of which shall be chosen by and shall serve at the pleasure of the Board of Directors.  Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices.  All officers shall be subject to the supervision and direction of the Board of Directors.  The authority, duties or responsibilities of any officer of the Corporation may be suspended by the President with or without cause.  Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.

ARTICLE IV

INDEMNIFICATION

Section 1.  Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that such person is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as an employee or agent of the Corporation or as a director, officer, partner, member, trustee, administrator, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware (the “DGCL”), as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”), and any other penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director or officer of the Corporation (or has ceased to serve, at the request of the

Corporation, as an employee or agent of the Corporation or as a director, officer, partner, member, trustee, administrator, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to an employee benefit plan) and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this ARTICLE IV with respect to proceedings to enforce rights to indemnification or advancement of expenses, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized in the first instance by the Board of Directors of the Corporation.  The right to indemnification conferred in this Section 1 of this ARTICLE IV shall be a contract right and shall include the obligation of the Corporation to pay, to the fullest extent permitted by law, the expenses incurred in defending any such proceeding in advance of its final disposition (an “advancement of expenses”); provided, however, that an advancement of expenses incurred by an indemnitee shall be made only upon delivery to the Corporation of an undertaking (an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 1 or otherwise.  The Corporation may, by action of its Board of Directors, provide indemnification and advancement of expenses to employees and agents of the Corporation with the same or lesser scope and effect as the foregoing indemnification and advancement of expenses of directors and officers.

Section 2.  Procedure for Indemnification.  If a claim for indemnification under this ARTICLE IV (which may only be made following the final disposition of such proceeding) is not paid in full within sixty days after the Corporation has received a claim therefor by the indemnitee, or if a claim for any advancement of expenses under this ARTICLE IV is not paid in full within thirty days after the Corporation has received a statement or statements requesting such amounts to be advanced (provided that the indemnitee has delivered the undertaking contemplated by Section 1 of this ARTICLE IV), the indemnitee shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such claim.  Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expenses, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by law.  It shall be a defense to any action by a director or officer for indemnification or the advancement of expenses (other than an action brought to enforce a claim for the advancement of expenses where the undertaking required pursuant to Section 1 of this ARTICLE IV, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation.  Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because such person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.  The procedure for indemnification of other employees and agents of the Corporation for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this ARTICLE IV shall be the same procedure set forth in this Section 2 for directors or officers of the Corporation, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employees or agents of the Corporation.

Section 3.  Insurance.  The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was or has agreed to become a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer,

employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, against any expense, liability or loss asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under the DGCL.

Section 4.  Service for Subsidiaries.  Any person serving as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture or other enterprise, at least 50% of whose equity interests are owned directly or indirectly by the Corporation (a “subsidiary” for this ARTICLE IV) shall be conclusively presumed to be serving in such capacity at the request of the Corporation.

Section 5.  Reliance.  To the fullest extent permitted by law, persons who after the date of the adoption of this provision become or remain directors or officers of the Corporation or who, while a director or officer of the Corporation, become or remain a director, officer, employee or agent of a subsidiary, shall be conclusively presumed to have relied on the rights to indemnification, advancement of expenses and other rights contained in this ARTICLE IV in entering into or continuing such service.  To the fullest extent permitted by law, the rights to indemnification and to the advancement of expenses conferred in this ARTICLE IV shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

Section 6.  Other Rights; Continuation of Rights to Indemnification.  The rights to indemnification and to the advancement of expenses conferred in this ARTICLE IV shall not be exclusive of any other right which any person may have or hereafter acquire under the Certificate of Incorporation, these Bylaws or under any statute, agreement, vote of stockholders or disinterested directors or otherwise.  All rights to indemnification and to the advancement of expenses under this ARTICLE IV shall be deemed to be a contract between the Corporation and each indemnitee who serves or served in such capacity at any time while this ARTICLE IV is in effect.  Any repeal or modification of this ARTICLE IV or any repeal or modification of relevant provisions of the DGCL or any other applicable laws shall not in any way diminish any rights to indemnification and advancement of expenses of such indemnitee or the obligations of the Corporation arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such repeal or modification.

Section 7.  Merger or Consolidation.  For purposes of this ARTICLE IV, references to the “Corporation” shall include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this ARTICLE IV with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

Section 8.  Savings Clause.  If this ARTICLE IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and advance expenses to each person entitled to indemnification or advancement of expenses under Section 1 of this ARTICLE IV as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, and any other penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person and

for which indemnification or advancement of expenses is available to such person pursuant to this ARTICLE IV to the fullest extent permitted by any applicable portion of this ARTICLE IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE V

GENERAL PROVISIONS

Section 1.  Notices.  Whenever any statute, the Certificate of Incorporation or these By-Laws require notice to be given to any Director or stockholder, such notice may be given in writing by mail, addressed to such Director or stockholder at his address as it appears in the records of the Corporation, with postage thereon prepaid.  Such notice shall be deemed to have been given when it is deposited in the United States mail.  Notice to Directors may also be given by telegram.

Section 2.  Fiscal Year.  The fiscal year of the Corporation shall be fixed by the Board of Directors.

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EX-99.1

Exhibit 99.1

EQT Completes Acquisition of Press Ganey

Boston, Massachusetts, October 21, 2016—Press Ganey Holdings, Inc. (NYSE:PGND) today announced the completion of its acquisition by EQT Equity fund EQT VII (“EQT”), part of the global private equity group EQT. Under the terms of the agreement, Press Ganey shareholders will receive $40.50 in cash for each share of Press Ganey common stock they hold.

The transaction was announced on August 9, 2016 and received approval from Press Ganey shareholders on October 19, 2016. As a result of the completion of the transaction, shares of Press Ganey common stock were removed from listing on the New York Stock Exchange (“NYSE”), with trading in Press Ganey shares suspended prior to the opening of business today.

Barclays and Goldman Sachs served as financial advisors to Press Ganey, and Latham & Watkins LLP and Richards, Layton & Finger, PA served as legal advisors to Press Ganey. BofA Merrill Lynch served as financial adviser to EQT, and Simpson Thacher & Bartlett LLP served as legal advisor to EQT Partners. Fully committed financing of the transaction was provided by Credit Suisse, Citi and BofA Merrill Lynch.

About Press Ganey

Press Ganey Holdings is a leading provider of patient experience measurement, performance analytics and strategic advisory solutions for health care organizations across the continuum of care. Celebrating 30 years of experience, Press Ganey is recognized as a pioneer and thought leader in patient experience measurement and performance improvement solutions. Our mission is to help health care organizations reduce patient suffering and improve clinical quality, safety and the patient experience. As of January 1, 2016, we served more than 26,000 health care facilities.

About EQT

EQT is a leading global private equity group with approximately EUR 30 billion in raised capital. EQT has portfolio companies in Europe, Asia and the US with total sales of more than EUR 15 billion and circa 100,000 employees. EQT works with portfolio companies to achieve sustainable growth, operational excellence and market leadership.

# # #

For Press Ganey Holdings, Inc.:
(Investors)

Balaji Gandhi, 781-295-0390
SVP, Corporate Development
IR@pressganey.com

or
(Media)
Patricia Cmielewski, 781-234-8439
Chief Marketing Officer
pcmielewski@pressganey.com

or
For EQT:
European Media:
EQT
Kerstin Danasten, 46 8 506 55 334
Press Officer
press@eqtpartners.com

or
U.S. Media:
KEKST
Daniel Yunger or Ross Lovern, 212-521-4800
daniel.yunger@kekst.com / ross.lovern@kekst.com