UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Consent Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ¨ Filed by a Party other than the Registrant x
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| ¨ | Preliminary Consent Statement | |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Consent Statement | |
| x | Definitive Additional Materials | |
| ¨ | Soliciting Material Pursuant to § 240.14a-12 | |
Health Management Associates, Inc.
(Name of Registrant as Specified In Its Charter)
Glenview Capital Partners, L.P.
Glenview Capital Master Fund, Ltd.
Glenview Institutional Partners, L.P.
Glenview Offshore Opportunity Master Fund, Ltd.
Glenview Capital Opportunity Fund, L.P.
Glenview Capital Management, LLC
Larry Robbins
Mary Taylor Behrens
Steven Epstein
Kirk Gorman
Stephen Guillard
John McCarty
JoAnn Reed
Steven Shulman
Peter Urbanowicz
(Name of Person(s) Filing Consent Statement, if other than the Registrant)
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On August 9, 2013, Glenview Capital Management, LLC issued a press release relating to Health Management Associates, Inc. A copy of the press release is filed herewith as Exhibit 1.
Exhibit 1
FOR IMMEDIATE RELEASE
Institutional Shareholder Services Supports Complete Change of HMA Board of Directors, Election of All Eight Fresh Alternative Nominees
NEW YORK, NY (August 9, 2013) – Glenview Capital Management LLC, which owns 14.6% of the common stock of Health Management Associates, Inc. (NYSE: HMA) through affiliated investment funds, today confirmed that Institutional Shareholder Services Inc. (“ISS”) has issued a comprehensive report supporting every element of Glenview’s consent solicitation to replace and refresh the Sitting Board of HMA. In a statement, Glenview said:
“We are grateful for the amount of study and analysis performed by ISS in considering the eight nominees of the Fresh Alternative Board. We appreciate that ISS is part of the broad and growing chorus of voices calling for complete change at HMA, and we believe ISS’s conclusions reflect not only HMA’s historical shortcomings but more importantly reflect the skill, sincerity, preparation and thoughtful approach of the eight nominees. Ultimately the consent solicitation will be decided by HMA Shareholders, and we urge them to vote promptly to Revitalize HMA.”
For more information on how to consent to empower the Fresh Alternative Board to begin their important work, HMA shareholders should contact Okapi Partners LLC at (212) 297-0720 or toll free at (877) 869-0171.
About Glenview Capital Management
Glenview Capital Management is a private investment management firm with more than $6 billion of assets under management. The firm was founded in 2000 and manages capital for qualified investors through a series of private investment funds, and has offices in New York and London. Glenview is focused on delivering attractive absolute returns through an intense focus on deep, fundamental research and individual security selection.
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For More Information go towww.revitalizehma.com or contact:
Media:
Scott Tagliarino/Katrina Allen
ASC Advisors LLC
(203) 992-1230
Investors:
Bruce Goldfarb/ Patrick McHugh/ Lydia Mulyk
Okapi Partners LLC
(212) 297-0720
Toll Free: (877) 869-0171
GLENVIEW CAPITAL PARTNERS, L.P., GLENVIEW CAPITAL MASTER FUND, LTD., GLENVIEW INSTITUTIONAL PARTNERS, L.P., GLENVIEW OFFSHORE OPPORTUNITY MASTER FUND, LTD., GLENVIEW CAPITAL OPPORTUNITY FUND, L.P., GLENVIEW CAPITAL MANAGEMENT, LLC AND LARRY ROBBINS (COLLECTIVELY, “GLENVIEW”) TOGETHER WITH THE PROPOSED NOMINEES (COLLECTIVELY, WITH GLENVIEW, THE “PARTICIPANTS”) HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) A DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD TO BE USED TO SOLICIT WRITTEN CONSENTS FROM THE STOCKHOLDERS OF HEALTH MANAGEMENT ASSOCIATES, INC. (“HMA” OR “THE COMPANY”) IN CONNECTION WITH GLENVIEW’S INTENT TO TAKE CORPORATE ACTION BY WRITTEN CONSENT. ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE CONSENT STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF WRITTEN CONSENTS FROM THE STOCKHOLDERS OF THE COMPANY BY THE PARTICIPANTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. INFORMATION RELATING TO THE PARTICIPANTS IS CONTAINED IN THE DEFINITIVE CONSENT STATEMENT FILED ON JULY 19, 2013. THE DEFINITIVE CONSENT STATEMENT AND FORM OF WRITTEN CONSENT ARE BEING FURNISHED TO SOME OR ALL OF THE STOCKHOLDERS OF THE COMPANY AND ARE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, GLENVIEW WILL PROVIDE COPIES OF THE DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD (WHEN AVAILABLE) WITHOUT CHARGE UPON REQUEST TO OKAPI PARTNERS LLC, TELEPHONE: (877) 869-0171.
Cautionary Statement Regarding Forward-Looking Statements
This presentation may include “forward-looking statements” that reflect current views of future events. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,” “may,” “would” and similar statements of a future or forward-looking nature are often used to identify forward-looking statements. Similarly, statements that describe our objectives, plans or goals are forward-looking. Glenview’s forward-looking statements are based on its current intent, belief, expectations, estimates and projections regarding the Company and projections regarding the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to differ materially. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Except to the extent required by applicable law, no person undertakes any obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
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