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 11, 2018

ENVISION HEALTHCARE CORPORATION

(Exact name of Registrant as Specified in its Charter)

Delaware	001-37955	62-1493316
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

1A Burton Hills Boulevard Nashville, Tennessee	37215
(Address of Principal Executive Offices)	(Zip Code)

(615) 665-1283

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Emerging growth company  ☐

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

Introductory Note

On October 11, 2018 (the “Closing Date”), Envision Healthcare Corporation (the “Company”) completed the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 10, 2018, by and among Enterprise Parent Holdings Inc. (“Parent”), Enterprise Merger Sub Inc. (“Merger Sub”) and the Company. Pursuant to the Merger Agreement, at the closing, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Parent. Parent is controlled by investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”). The terms “Borrower” and “Issuer” refer to Merger Sub prior to the Merger and the Company after the Merger.

Item 1.01 Entry into a Material Definitive Agreement

First Lien Credit Facilities

In connection with the Merger, Merger Sub entered into the First Lien Credit Facilities (as defined below) with Credit Suisse AG, Cayman Islands Branch, as administrative agent, and other agents and lenders party thereto, consisting of:

• a senior secured revolving credit facility in an aggregate principal amount of $300.0 million (the “New Revolving Credit Facility”); and

• a senior secured term loan facility in an aggregate principal amount of $5,450.0 million (the “New Term Loan Facility” and together with the New Revolving Credit Facility, the “First Lien Credit Facilities”).

The First Lien Credit Facilities also provide for incremental term loan or revolving credit facilities.

The loans under the First Lien Credit Facilities bear interest on the outstanding unpaid principal amount at a rate equal to an applicable margin plus, at the Borrower’s option, either (a) a base rate equal to the highest of (i) the U.S. Prime Rate, (ii) the federal funds effective rate plus 0.50% and (iii) one-month LIBOR plus 1.0% or (b) a LIBOR rate that is subject to a 0.0% interest rate floor. The Borrower will pay commitment fees on the unutilized commitments under the New Revolving Credit Facility.

The New Term Loan Facility will mature on the seventh anniversary of the Closing Date and the New Revolving Credit Facility will mature on the fifth anniversary of the Closing Date.

Outstanding term loans under the New Term Loan Facility are subject to mandatory prepayments with specified excess cash flows and the net cash proceeds of specified asset sales and other dispositions of property and of specified incurrence of debt.

The New Term Loan Facility will amortize in equal quarterly installments of 0.25% of the original principal amount of the term loans under the New Term Loan Facility, commencing one full fiscal quarter after the Closing Date.

The obligations of the borrower under the First Lien Credit Facilities are guaranteed by Holdings and by each of the Borrower’s direct and indirect wholly-owned material domestic restricted subsidiaries, subject to certain customary exceptions. Such obligations and the related guarantees will be secured by a perfected first priority security interest in substantially all tangible and intangible assets and capital stock owned by us or by any guarantor, in each case subject to permitted liens and certain customary exceptions; provided, that certain portions of the collateral (the “New ABL Priority Collateral”) will secure the obligations under the First Lien Credit Facilities on a second priority basis.

The First Lien Credit Facilities contain negative and affirmative covenants and events of default customarily applicable to senior secured credit facilities. The New Revolving Credit Facility also contains a springing financial covenant requiring net first lien secured leverage ratio not to exceed a specified level over the life of the New Revolving Credit Facility, which will be tested only if the outstanding borrowings under the New Revolving Credit Facility exceed a specified threshold.

New ABL Facility

In connection with the Merger, Merger Sub entered into a five year asset-based revolving credit facility in the amount of up to $550.0 million (the “New ABL Facility” and together with the First Lien Credit Facilities, the “New Credit Facilities”), subject to borrowing base availability, and includes letter of credit and swingline sub-facilities. In addition, subject to certain terms and conditions, the Borrower is entitled to request additional revolving credit commitments under the New ABL Facility, which share in the borrowing base, up to an amount such that the aggregate amount of New ABL Facility commitments does not exceed $1.0 billion.

The loans under the New ABL Facility bear interest a rate equal to an applicable margin (which shall be determined based on the average historical excess availability (as defined in the credit agreement governing the New ABL Facility)) plus, at the Borrower’s option, either (a) a base rate equal to the highest of (i) the U.S. Prime Rate, (ii) the federal funds effective rate that is subject to a 0.0% interest rate floor plus 0.50% and (iii) one-month LIBOR that is subject to a 0.0% interest rate floor plus 1.0% or (b) a LIBOR rate that is subject to a 0.0% interest rate floor. The Borrower will pay commitment fees on the unutilized commitments under the New ABL Facility.

The Borrower will be required to make mandatory prepayments if the aggregate amount of outstanding loans, unreimbursed letter of credit drawings and undrawn letters of credit exceed the maximum permitted amount under the New ABL Facility.

The New ABL Facility will mature on the fifth anniversary of the Closing Date.

The New ABL Facility will be subject to the same guarantees and security as the First Lien Credit Facilities, except that the obligations under the New ABL Facility will be secured on a first priority basis with respect to the New ABL Priority Collateral and on a second lien basis with respect to all other collateral securing the First Lien Credit Facilities.

The New ABL Facility contains negative and affirmative covenants and events of default customarily applicable to senior secured credit facilities. The New ABL Facility also contains a springing financial covenant requiring the fixed charge coverage ratio not to exceed 1.0 to 1.0, which will be tested only if excess availability (to be defined in the credit agreement governing the New ABL Facility) under the New ABL Facility is less than a specified threshold for a specified period of time.

Private Placement Notes due 2026

On the Closing Date, Merger Sub issued $525.0 million aggregate principal amount of privately placed senior unsecured notes due 2026 (the “Private Placement Notes”) to a third-party purchaser.

The Private Placement Notes will mature on the eighth anniversary of the Closing Date.

The Private Placement Notes bear interest at a rate equal to an applicable margin plus, at the Issuer’s option, either (a) a base rate equal to the highest of (i) the U.S. Prime Rate, (ii) the federal funds effective rate plus 0.50% and (iii) one-month LIBOR plus 1.0% or (b) a LIBOR rate that is subject to a 0.0% interest rate floor.

The Private Placement Notes are subject to mandatory redemptions with the net cash proceeds of specified asset sales and other dispositions of property and of specified incurrence of debt. The Issuer may voluntarily redeem the Private Placement Notes at any time at the redemption prices specified in the document governing the Private Placement Notes.

The Private Placement Notes contain negative and affirmative covenants and events of default, substantially similar to the New Term Loan Facility.

8.75% Senior Notes due 2026

On the Closing Date, Merger Sub issued $1,225,000,000 aggregate principal amount of 8.75% senior notes due 2026 (the “Senior Notes”), which mature on October 15, 2026.

The Senior Notes are and will be fully and unconditionally guaranteed, jointly and severally, by each of the Issuer’s existing and future wholly-owned domestic restricted subsidiaries that guarantees the New Credit Facilities or certain capital markets indebtedness of the Issuer or any other guarantor.

The indenture governing the Senior Notes contain customary negative covenants, event of default, optional redemption and repurchase provisions.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the Merger, (i) on September 24, 2018, U.S. Bank, National Association (“U.S. Bank”), as Trustee for the 5.625% Senior Notes due 2022 (the “5.625% Notes”), on behalf of the Company, provided a notice of redemption with respect to all outstanding 5.625% Notes, issued by the Company pursuant to the Indenture, dated as of July 16, 2014 (as amended and supplemented, the “5.625% Notes Indenture”), among the Company, the guarantors party thereto and U.S. Bank, as trustee, and (ii) on September 26, 2018, Wilmington Trust, National Association (“Wilmington Trust”), as Trustee for the 5.125% Senior Notes due 2022 (the “5.125% Notes”) and the 6.25% Senior Notes due 2024 (the “2024 Notes”), on behalf of the Company, provided notices of redemption with respect to (x) all outstanding 5.125% Notes, issued by the Company pursuant to the Indenture, dated as of June 18, 2014 (as amended and supplemented, the “5.125% Notes Indenture”), among the Company, the guarantors party thereto and Wilmington Trust, as trustee and (y) all outstanding 2024 Notes, issued by the Company pursuant to the Indenture, dated as of December 1, 2016 (as amended and supplemented, the “2024 Notes Indenture”), among the Company, the guarantors party thereto and Wilmington Trust, as trustee.

The 5.125% Notes and the 2024 Notes were redeemed in full on October 11, 2018 (the “5.125% Notes and 2024 Notes Redemption Date”) at a redemption price of (A) in the case of the 5.125% Notes, 102.563% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the 5.125% Notes and 2024 Notes Redemption Date and (B) in the case of the 2024 Notes, 100% of the aggregate principal amount thereof plus an applicable “make-whole” premium as specified in the 2024 Notes Indenture, plus accrued and unpaid interest to, but excluding, the 5.125% Notes and 2024 Notes Redemption Date.

The 5.625% Notes will be redeemed on October 26, 2018 (the “5.625% Notes Redemption Date”) at a redemption price (the “5.625% Notes Redemption Price”) of 102.813% of the principal amount thereof, plus accrued and unpaid interest to the 5.65% Notes Redemption Date. On October 11, 2018, the Company caused to be deposited with U.S. Bank funds sufficient to pay on October 26, 2018 the 5.625% Notes Redemption Price, and on the same date, the Company satisfied and discharged all of its and the related guarantors’ obligations under the 5.625% Notes Indenture.

Concurrently with the closing of the Merger, the Company repaid in full all amounts outstanding under (1) the Amended and Restated Credit Agreement, dated as of December 1, 2016 (as amended, restated or otherwise modified from time to time prior to the date hereof, the “Existing Term Credit Agreement”), among the Company, the lenders named therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other parties from time to time party thereto and (2) the Amended and Restated Credit Agreement, dated as of December 1, 2016 (as amended, restated or otherwise modified from time to time prior to the date hereof, the “Existing ABL Credit Agreement” and, together with the Existing Term Credit Agreement, the “Existing Credit Agreements”), among the Company, the lenders named therein, Deutsche Bank AG New York Branch, as administrative agent and collateral agent and the other parties from time to time party thereto and, in each case, terminated such Existing Credit Agreements in accordance with their terms.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 11, 2018, Parent completed the acquisition of the Company through the Merger.

At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of the Company (the “Company common stock”) issued and outstanding immediately prior to the Effective Time (other than certain shares of Company common stock as set forth in the Merger Agreement) was cancelled and converted into the right to receive an amount in cash equal to $46.00 per share, without interest (the “Merger Consideration”), subject to applicable withholding taxes.

Except as otherwise agreed to prior to the Effective Time by Parent and the holder thereof, at the Effective Time, each option to purchase shares of Company common stock and each restricted stock award, restricted stock unit award, and deferred stock unit award that was outstanding immediately prior to the Effective Time became fully vested (to the extent unvested) and converted into the right to receive an amount in cash equal to the Merger Consideration in respect of each share of Company common stock underlying such award (less, in the case of options, the applicable exercise price). Each performance stock unit award that was outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (a) the total number of shares of Company common stock subject to such award immediately prior to the Effective Time (assuming target performance) and (b) the Merger Consideration, payable on such award’s original vesting date, subject to the holder’s continued service through the payment date..

The description of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on June 13, 2018, and is incorporated by reference herein.

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

The description above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

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

In connection with the transactions described in Item 2.01 of this Current Report on Form 8-K, which are incorporated by reference herein, the Company notified the New York Stock Exchange (the “NYSE”) that the certificate of Merger had been filed with the Secretary of State of Delaware and that, at the Effective Time, each outstanding share of Company common stock (other than certain shares of Company common stock as set forth in the Merger Agreement) was cancelled and converted into the right to receive the Merger Consideration. In addition, the Company requested that the NYSE delist the Company common stock, and as a result, trading of Company common stock was suspended prior to the opening of the NYSE on October 11, 2018. The Company also requested that the NYSE file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of all shares of Company common stock from the NYSE and the deregistration of such of Company common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Company common stock will no longer be listed on the NYSE.

In addition, the Company intends to file a certification on Form 15 with the SEC requesting the termination of registration of the shares of Company common stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the shares of Company common stock.

Item 3.03. Material Modification to Rights of Security Holders.

As set forth under Item 2.01 of this Current Report on Form 8-K, at the Effective Time, each share of Company common stock issued and outstanding (other than certain shares of Company common stock as set forth in the Merger Agreement) was cancelled and converted into the right to receive the Merger Consideration.

The information set forth above under Items 1.02, 2.01, 3.01, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K are incorporated by reference into this Item 3.03.

Item 5.01. Change in Control of Registrant.

As a result of the completion of the Merger, a change in control of the Company occurred, and the Company became an indirect wholly-owned subsidiary of Parent. Parent is controlled by investment funds affiliated with KKR.

The information set forth above under Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K are incorporated by reference into this Item 5.01.

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

On October 11, 2018, in connection with the transactions described in Item 2.01 of this Current Report on Form 8-K, which are incorporated by reference herein, Carol J. Burt, Cynthia S. Miller, John T. Gawaluck, Kevin P. Lavender, James A. Deal, William A. Sanger, Michael L. Smith, Joey A. Jacobs, Leonard M. Riggs, Jr., Steven I. Geringer and James D. Shelton were removed from the board of directors of the Company as of the Effective Time. These removals were not a result of any disagreements between the Company and the removed directors on any matter relating to the Company’s operations, policies or practices.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated in its entirety to be in the form of the certificate of incorporation set forth as Exhibit A to the Merger Agreement (the “Amended and Restated Certificate of Incorporation”). In addition, at the Effective Time, the Company’s bylaws, as in effect immediately prior to the Merger, were amended and restated in their entirety (the “Amended and Restated Bylaws”).

The information set forth above under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 8.01 Other Events

On October 11, 2018, the Company issued a press release announcing the closing of the Merger. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information set forth above under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description of Exhibit
3.1	Amended and Restated Certificate of Incorporation of Envision Healthcare Corporation
3.2	Amended and Restated Bylaws of Envision Healthcare Corporation
99.1	Press Release, dated October 11, 2018

EXHIBIT INDEX

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of Envision Healthcare Corporation
3.2	Amended and Restated Bylaws of Envision Healthcare Corporation
99.1	Press Release, dated October 11, 2018

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.

Dated: October 11, 2018
	Envision Healthcare Corporation
	By:	/s/ Kevin D. Eastridge
	Name:	Kevin D. Eastridge
	Title:	Executive Vice President and Chief Financial Officer

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

ENVISION HEALTHCARE CORPORATION

FIRST: The name of the corporation is Envision Healthcare Corporation (the “Corporation”).

SECOND: The registered office of the Corporation in the State of Delaware is 4001 Kennett Pike, Suite 302, in the City of Wilmington, County of New Castle, Delaware 19807. The name of the registered agent at such address upon whom process against the Corporation may be served is Maples Fiduciary Services (Delaware) Inc.

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, as from time to time amended.

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

FIFTH: In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this certificate of incorporation, the bylaws of the Corporation may be adopted, amended or repealed by a majority of the board of directors of the Corporation (the “Board of Directors”), but any bylaws adopted by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

SIXTH: (a) No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director, except that such directors may be liable (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as so amended, or (iv) for any transaction from which the director derived an improper personal benefit.

(b) To the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended, the Corporation shall indemnify and advance expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred, to each person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that the person is or was a director of the Corporation, provided that, except as otherwise provided in the bylaws of the Corporation, the Corporation shall not be obligated to indemnify or advance expenses to a director of the Corporation in respect of an action, suit or proceeding (or part thereof) instituted by such director, unless such action, suit or proceeding (or part thereof) has been authorized by the Board of Directors. The rights provided by this subsection (b) of this Article SIXTH shall not limit or exclude any rights, indemnities or limitations of liability to which any director of the Corporation may be entitled, whether as a matter of law, under the bylaws, by agreement, vote of the stockholders, approval of the directors of the Corporation or otherwise.

*        *        *

EX-3.2

Exhibit 3.2

ENVISION HEALTHCARE CORPORATION

BYLAWS

ARTICLE I

MEETING 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. If required by applicable law, 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 at any time by the Board of Directors for any purpose and shall be called by the President or Secretary if directed by the Board of Directors. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. The Board of Directors may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board of Directors.

Section 3.    Notice. Except as otherwise provided by law, at least ten (10) and not more than sixty (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 applicable 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 applicable law, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock.

Section 6.    Action by Written Consent. Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by applicable law or the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of record of a number of the issued and outstanding shares of capital stock of the Corporation representing the number of votes necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

DIRECTORS

Section 1.    Number, Election and Removal of Directors. The number of directors that shall constitute the Board of Directors shall be not less than one nor more than fifteen. The Board of Directors shall initially consist of three (3) directors. Thereafter, within the limits specified above, the number of directors shall be determined by the Board of Directors or by the stockholders. The directors shall be elected by the stockholders at their annual meeting. Each director shall hold office for a term of one year or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. 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. Special meetings of the Board of Directors may be held at any time upon the call of the President or at least two (2) members of the Board of Directors and shall be called by the President or Secretary if directed by the Board of Directors. Electronic, facsimile or written notice of each special meeting of the Board of Directors shall be sent to each director not less than twenty-four (24) hours before such meeting. A meeting of the Board of Directors may be held without notice immediately after the annual meeting of the stockholders. Notice need not be given of regular meetings of the Board of Directors.

Section 3.    Quorum. A majority of the total number of directors 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 applicable law, the Certificate of Incorporation, these Bylaws or any contract or agreement to which the Corporation is a party, 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 of Directors. 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/she or they constitute a quorum, may unanimously appoint another director to act at the meeting in place of any such absent or disqualified member.

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Section 5.    Resignation. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

Section 6.    Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

Section 7.    Organization. Meetings of the Board of Directors shall be presided over by the Chairperson of the Board of Directors, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in his or her absence by the President, or in their absence by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 8.    Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors (or a committee thereof) may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE III

OFFICERS

Section 1.    Officers; Election; Resignation; Removal; Duties and Powers. The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other additional officers with such titles as the Board of Directors shall determine, all of whom 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 Board of Directors 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.

Section 2.    Appointing Attorneys and Agents; Voting Securities of Other Entities. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairperson of the Board of Directors, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation or other entity, or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation or other entity, and may

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instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Any of the rights set forth in this Section which may be delegated to an attorney or agent may also be exercised directly by the Chairperson of the Board of Directors, the President or any Vice President.

ARTICLE IV

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 1.    Right to Indemnification. The Corporation shall indemnify 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 (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 of the Corporation or, while a director or officer of the corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 3 of this Article IV, the Corporation shall be required to indemnify 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.

Section 2.    Advancement of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article IV or otherwise.

Section 3.    Claims. If a claim for indemnification under this Article IV (following the final disposition of such proceeding) is not paid in full within sixty (60) days after the Corporation has received a claim therefor by the Covered Person, or if a claim for any advancement of expenses under this Article IV is not paid in full within thirty (30) days after the Corporation has received a statement or statements requesting such amounts to be advanced, the Covered Person shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such claim. If successful in whole or in part, the Covered Person shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by applicable law. In any such action, the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

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Section 4.    Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article IV shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.    Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

Section 6.    Amendment or Repeal. Any right to indemnification or to advancement of expenses of any Covered Person arising hereunder shall not be eliminated or impaired by an amendment to or repeal of these Bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought.

Section 7.    Other Indemnification and Advancement of Expenses. This Article IV shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

ARTICLE V

GENERAL PROVISIONS

Section 1.    Notices. Whenever any statute, the Certificate of Incorporation or these Bylaws 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 on 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 facsimile or email. Without limiting the manner by which notice otherwise may be given effectively to stockholders, and except as prohibited by applicable law, any notice to stockholders given by the Corporation under any provision of applicable law, the Certificate of Incorporation or these Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any stockholder who fails to object in writing to the Corporation, within sixty (60) days of having been given written notice by the Corporation of its intention to send the single notice permitted under this Section, shall be deemed to have consented to receiving such single written notice.

Section 2.    Fiscal Year. The fiscal year of the Corporation shall be January 1 through December 31, unless otherwise determined by resolution of the Board of Directors.

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Section 3.    Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any waiver of notice, given by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in a waiver of notice.

Section 4.    Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.

Section 5.    Amendment of Bylaws. These Bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.

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EX-99.1

Exhibit 99.1

KKR Completes Acquisition of Envision Healthcare Corporation

NASHVILLE, TN — October 11, 2018 — Envision Healthcare Corporation (“Envision” or the “Company”) (NYSE: EVHC) today announced the completion of the previously announced acquisition of Envision by global investment firm KKR.

As a result of the completion of the merger, Envision has become a wholly owned subsidiary of funds affiliated with KKR, and Envision stockholders will receive an amount in cash equal to $46.00 per share of Envision common stock. As a result of the completion of the merger, shares of Envision’s common stock ceased trading on the NYSE prior to the opening of the NYSE today.

About Envision Healthcare Corporation

Envision Healthcare Corporation is a leading provider of physician-led services and post-acute care, and ambulatory surgery services. At June 30, 2018, we delivered physician services, primarily in the areas of emergency department and hospitalist services, anesthesiology services, radiology/tele-radiology services, and children’s services to more than 1,800 clinical departments in healthcare facilities in 45 states and the District of Columbia. Post-acute care is delivered through an array of clinical professionals and integrated technologies which, when combined, contribute to efficient and effective population health management strategies. The Company owns and operates 261 surgery centers and one surgical hospital in 35 states and the District of Columbia, with medical specialties ranging from gastroenterology to ophthalmology and orthopedics. In total, the Company offers a differentiated suite of clinical solutions on a national scale, creating value for health systems, payors, providers and patients. For additional information, visit www.evhc.net.

About KKR

KKR is a leading global investment firm that manages multiple alternative asset classes, including private equity, growth equity, energy, infrastructure, real estate and credit, with strategic manager partnerships that manage hedge funds. KKR aims to generate attractive investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests its own capital alongside the capital it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business. References to KKR’s investments may include the activities of its sponsored funds. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

CONTACTS

Envision:

Envision Healthcare Corporation

Bob Kneeley, 303-495-1245

Vice President, Investor Relations

bob.kneeley@evhc.net

KKR:

Kristi Huller / Cara Major

(212) 750-8300

media@kkr.com