HealthStream to be Acquired for $792M

TL;DR

HealthStream going private for $792M ($31.25/share) in Audax deal expected Q3.

AI Summary

HealthStream, Inc. announced on July 22, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Audax Private Equity. The transaction is valued at approximately $792 million, with shareholders to receive $31.25 per share in cash. The acquisition is expected to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by Audax Private Equity at a significant premium indicates strong investor confidence in HealthStream's future prospects and will result in the company going private.

Risk Assessment

Risk Level: medium — The deal is subject to customary closing conditions, and there's always a risk of regulatory hurdles or financing issues in large M&A transactions.

Key Numbers

• $792M — Transaction Value (Total amount HealthStream is being acquired for.)
• $31.25 — Price Per Share (Cash amount shareholders will receive for each share.)

Key Players & Entities

• HealthStream, Inc. (company) — Company being acquired
• Audax Private Equity (company) — Acquiring entity
• $792 million (dollar_amount) — Total transaction value
• $31.25 (dollar_amount) — Price per share
• July 22, 2024 (date) — Date of announcement
• third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.00 — ch registered Common Stock (Par Value $0.00) HSTM Nasdaq Check the appropriate
• $0.028 — pany's dividend policy in the amount of $0.028 per share of the Company's outstanding

Filing Documents

• hstm20240530c_8k.htm (8-K) — 30KB
• ex_681747.htm (EX-99.1) — 262KB
• logo.jpg (GRAPHIC) — 4KB
• 0001437749-24-023191.txt ( ) — 450KB
• hstm-20240722.xsd (EX-101.SCH) — 3KB
• hstm-20240722_def.xml (EX-101.DEF) — 12KB
• hstm-20240722_lab.xml (EX-101.LAB) — 15KB
• hstm-20240722_pre.xml (EX-101.PRE) — 12KB
• hstm20240530c_8k_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On July 22, 2024, HealthStream, Inc. (the "Company") issued a press release announcing results of operations for the second quarter ended June 30, 2024 and updated guidance for the full year 2024, the text of which is set forth in Exhibit 99.1.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 22, 2024 the Company issued a press release announcing results of operations for the second quarter ended June 30, 2024 and updated guidance for the full year 2024, the text of which is set forth in Exhibit 99.1.

01 Other Events

Item 8.01 Other Events. On July 22, 2024, we announced that our Board of Directors declared a quarterly cash dividend under the Company's dividend policy in the amount of $0.028 per share of the Company's outstanding common stock, which dividend will be payable on August 16, 2024 to holders of record on August 5, 2024.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 99.1* Press release dated July 22, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Furnished herewith. Exhibit Index Exhibit Number Description 99.1* Press release dated July 22, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Furnished herewith.

SIGNATURES

SIGNATURES 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 thereunto duly authorized. HealthStream, Inc. Date: July 22, 2024 By: /s/ Scott A. Roberts Scott A. Roberts Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR