EIGHTH AMENDMENT TO FIFTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • August 4th, 2016 • Healthways, Inc • Services-misc health & allied services, nec • New York
THIS FIFTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this "Agreement") is made and entered into as of June 8, 2012, by and among HEALTHWAYS, INC., a Delaware corporation (the "Borrower"), the several banks and financial institutions from time to time party hereto (the "Lenders"), the issuing banks from time to time party hereto (each, an "Issuing Bank") and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the "Administrative Agent"), and as swingline lender (the "Swingline Lender").
ContractMembership Interest Purchase Agreement • August 4th, 2016 • Healthways, Inc • Services-misc health & allied services, nec
Effective as of July 31, 2016, Healthways, Inc. (the "Company" or "HWAY") completed the sale of its total population health services business (the "TPHS Business") to Sharecare, Inc. ("Sharecare") pursuant to terms of the previously announced Membership Interest Purchase Agreement (the "Purchase Agreement") among the Company, Sharecare, and Healthways SC, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Healthways SC"). The following unaudited pro forma condensed consolidated financial information are based on our historical consolidated financial statements adjusted to give the effect of the sale of the TPHS Business. Beginning in the second quarter 2016, TPHS business results will be reflected in our consolidated financial statements as discontinued operations.
