8-K: Premier, Inc. Acquired by Patient Square Capital
Merger Completion Announcement
Healthcare improvement company Premier, Inc. has completed its acquisition by Patient Square Capital for $2.6 billion, with stockholders receiving $28.25 per share in cash.
Summary
- The merger of Premier, Inc. with Premium Merger Sub, Inc., a wholly owned subsidiary of Premium Parent, LLC (an affiliate of Patient Square Capital), was completed on November 25, 2025.
- Each issued and outstanding share of Premier Class A common stock was converted into the right to receive $28.25 per share in cash, without interest.
- The total cash consideration paid to Premier's equityholders at closing in connection with the Merger was approximately $2.4 billion.
- Premier became a wholly owned subsidiary of Premium Parent, LLC as a result of the merger.
- Premier's Class A Common Stock ceased trading on Nasdaq and will be delisted, with the company intending to terminate its SEC registration and reporting obligations.
- Outstanding and unexercised options to purchase shares were cancelled for no consideration.
- Restricted Stock Unit (RSU) awards granted before August 16, 2025, were cancelled and converted into a cash amount equal to the number of underlying shares multiplied by the Merger Consideration.
- Performance Share Unit (PSU) awards granted before August 16, 2025, were cancelled and converted into cash based on specific performance percentages: 68.75% of target for FY24-26 (excluding named executive officers) and 105.17% of target for FY25-27.
- RSU and PSU awards granted on or after August 16, 2025, were cancelled for no consideration.
- Premier repaid all loans and terminated all credit commitments under its Amended and Restated Credit Agreement dated December 12, 2022, concurrently with the merger closing.
Sentiment
Score: 7
Explanation: The filing announces the successful and expected completion of a previously disclosed merger, providing a definitive cash payout to shareholders. While it marks the end of Premier's public trading, the transaction proceeded as anticipated, and shareholders received the agreed-upon consideration, indicating a positive resolution for public investors.
Positives
- Shareholders received a definitive cash payout of $28.25 per share, providing liquidity and a clear return on investment.
- The successful completion of the acquisition provides certainty for investors who held shares through the merger process.
- Certain RSU and PSU holders received cash payouts based on the merger consideration and specified performance levels.
Negatives
- Options and certain RSU/PSU awards (those granted on or after August 16, 2025) were cancelled for no consideration, potentially impacting employee compensation.
- Premier's Class A Common Stock ceased public trading and will be delisted from Nasdaq, removing it as a publicly investable entity.
Risks
- Disruption from the merger making it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with customers, vendors, and others with whom the company does business.
- Risks related to disruption of the company's current plans and operations or the diversion of management's attention from ongoing business operations due to the merger.
- Significant transaction costs associated with the merger.
- The risk of litigation and/or regulatory actions related to the merger or unfavorable results from currently pending litigation and proceedings or litigation and proceedings that could arise in the future.
Future Outlook
Premier, Inc. is now a wholly-owned subsidiary of Premium Parent, LLC, an affiliate of Patient Square Capital. As a result, the company will cease to be a publicly traded entity, and its Class A Common Stock will be delisted from Nasdaq. Premier intends to file a Form 15 with the SEC to terminate its registration and suspend its reporting obligations under the Exchange Act, meaning it will no longer provide public forward-looking statements or guidance.
Industry Context
This acquisition highlights the ongoing trend of private equity investment and consolidation within the healthcare improvement and technology sector. Patient Square Capital, a specialized healthcare investment firm, focuses on partnering with growth-oriented companies to enhance health outcomes, aligning with broader industry efforts to leverage technology and data for more efficient and effective healthcare delivery.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Michael Alkire | November 25, 2025 | Resigned from the Board and all committees due to the Merger. | |
| Director | John Bigalke | November 25, 2025 | Resigned from the Board and all committees due to the Merger. | |
| Director | Helen Boudreau | November 25, 2025 | Resigned from the Board and all committees due to the Merger. | |
| Director | Jody Davids | November 25, 2025 | Resigned from the Board and all committees due to the Merger. | |
| Director | Peter Fine | November 25, 2025 | Resigned from the Board and all committees due to the Merger. | |
| Director | Marc Miller | November 25, 2025 | Resigned from the Board and all committees due to the Merger. | |
| Director | Marvin OQuinn | November 25, 2025 | Resigned from the Board and all committees due to the Merger. | |
| Director | Richard Statuto | November 25, 2025 | Resigned from the Board and all committees due to the Merger. | |
| Director | Ellen Wolf | November 25, 2025 | Resigned from the Board and all committees due to the Merger. | |
| Director | Michael Alkire | November 25, 2025 | Appointed as a director of the Surviving Company. | |
| Director | Glenn Coleman | November 25, 2025 | Appointed as a director of the Surviving Company. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Amendment to Certificate of Incorporation | The certificate of incorporation of Premier, Inc. was amended and restated in its entirety, effective November 25, 2025. | November 25, 2025 | Reflects the company's new status as a wholly-owned subsidiary, including changes to authorized capital stock (now 200 shares total, 100 Preferred, 100 Common, par value $0.01 each), and an election to not be governed by Section 203 of the DGCL. It also outlines new provisions for director liability and indemnification. |
| Amendment to Bylaws | The amended and restated bylaws of Premier, Inc. were amended and restated in their entirety to be in the form of the bylaws of Merger Sub, effective November 25, 2025. | November 25, 2025 | Aligns corporate governance with the new ownership structure, including provisions for director and officer indemnification, meeting procedures, and establishing the Court of Chancery of the State of Delaware as the exclusive forum for certain legal actions. |
Stakeholder Impact
- Shareholders: Received a cash payment of $28.25 per share, concluding their investment in the publicly traded entity.
- Employees: Certain equity award holders (options, RSUs/PSUs granted on or after August 16, 2025) had their awards cancelled for no consideration. The company also noted a risk of difficulty in retaining and hiring key personnel.
- Customers, Suppliers, Creditors: The company identified a risk of disruption to business and operational relationships with these parties due to the merger.
Next Steps
- Nasdaq will suspend trading of Premier Class A Common Stock.
- Nasdaq will file a Form 25 with the SEC to effect the delisting and deregistration of Premier Class A Common Stock under Section 12(b) of the Exchange Act.
- Premier intends to file a Form 15 with the SEC to terminate registration under Section 12(g) of the Exchange Act and suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Key Dates
| Date | Description |
|---|---|
| December 12, 2022 | Date of the Amended and Restated Credit Agreement, which was terminated upon merger closing. |
| August 16, 2025 | Cut-off date for RSU and PSU awards to receive cash consideration; awards granted on or after this date were cancelled for no consideration. |
| September 21, 2025 | Premier, Inc. entered into the Agreement and Plan of Merger. |
| November 25, 2025 | Effective Time of the Merger, closing date of the acquisition, date of delisting from Nasdaq, date of amended Certificate of Incorporation and Bylaws, and date of press release announcing closing. |
Recommendation
sellThe company's common stock has ceased trading and will be delisted from Nasdaq. Public shareholders have received their cash consideration of $28.25 per share, effectively closing out their investment in the public entity. There is no longer a public market for the shares, making a 'sell' recommendation the only logical action for any remaining public shareholders, though the transaction is already complete.
Keywords
Premier Inc, Patient Square Capital, Merger, Acquisition, Healthcare, Delisting, PINC, Private Equity, Corporate Governance, SEC Filing, 8-K
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