Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Premier, Inc.: Certificate of incorporation was amended and restated in its entirety pursuant to the Merger Agreement.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “ Charter ”).
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Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Premier, Inc.: Amended and restated bylaws were replaced with Merger Sub's bylaws in their entirety.
- Change
- bylaw amendment
Exact text from the filing
Additionally, pursuant to the terms of the Merger Agreement, at the Effective Time, the amended and restated bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time of the Merger, except that references to Merger Sub’s name were replaced with references to the Company’s name (the “ Bylaws ”).
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M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Premier, Inc. underwent a change of control involving Patient Square Capital for $2.6 billion (closed 2025-11-25).
- Action
- change of control
- Counterparty
- Patient Square Capital
- Consideration
- $2.6 billion
- Closing
- 2025-11-25
Exact text from the filing
Patient Square Capital (“Patient Square”), a dedicated health care investment firm, has completed its previously announced acquisition of Premier, valued at $2.6 billion.
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Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Premier, Inc. terminated Amended and Restated Credit Agreement with Premier Healthcare Alliance, L.P., Premier Supply Chain Improvement, Inc., Premier Healthcare Solutions, Inc., the guarantors, the lenders, and Wells Fargo Bank, National Association, as administrative agent.
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Premier Healthcare Alliance, L.P., Premier Supply Chain Improvement, Inc., Premier Healthcare Solutions, Inc., the guarantors, the lenders, and Wells Fargo Bank, National Association, as administrative agent
Exact text from the filing
Concurrently with the closing of the Merger, Premier repaid all loans and terminated all credit commitments outstanding under that certain Amended and Restated Credit Agreement, dated as of December 12, 2022 (as amended, restated, supplemented or otherwise modified prior to the date hereof), among Premier Healthcare Alliance, L.P., Premier Supply Chain Improvement, Inc. and Premier Healthcare Solutions, Inc., the guarantors from time to time party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent.
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