December 5, 2005
By Facsimile and U.S. Mail
Robert Evans III, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022-6069
Re: Emdeon Corporation
Schedule TO-I
Filed November 23, 2005
Dear Mr. Evans:
We have the following comments on the above-referenced
filing:
Offer to Purchase
Withdrawal Rights, page 11
1. In this section you state that tendering security holders may
withdraw their securities after midnight on Monday, January 23,
2005
if the securities have not been accepted. In the fourth Q&A on
page
(iv), you state that security holders may withdraw their
securities
at any time after midnight on the expiration date if they have not
been accepted. Please clarify the withdrawal rights granted to
security holders.
Conditions of the Tender Offer, page 14
2. The first paragraph discloses company`s ability to make a
determination whether the triggering of a condition "makes it
inadvisable" to proceed with the offer. Please note that, when a
condition is triggered and the company decides to proceed with the
offer anyway, we believe that this constitutes a waiver of the
triggered condition(s). You may not rely on this language to
tacitly
waive a condition of the offer by failing to assert it. Please
confirm your understanding on a supplemental basis.
3. We note the minimum condition. Please confirm your intent to
allow for five business days to remain in the offer after
dissemination of notice of the waiver of this or any other
material
condition to the offer.
4. A tender offer may be conditioned on a variety of events and
circumstances, provided that they are not within the direct or
indirect control of the bidder, and are drafted with sufficient
specificity to allow for objective verification that the
conditions
have been satisfied. In this regard, please revise the fifth
bullet
of the second condition to provide an objective standard or
otherwise
clarify the term "significant." Also revise the last portion of
the
third condition. It is unclear how a security holder can
determine
whether the "[company has] become aware of any fact that . . .
does
or is reasonably likely to have a material adverse effect on the
value of the shares." Finally, please revise the last portion of
the
last condition on page 14 to provide an objective standard.
5. The third condition and the last bullet point of the first
condition on page 15 address material adverse changes in the
"prospects" of the company, its subsidiaries or affiliates.
Please
revise to specify or generally describe the "prospects" so that
security holders will have the ability to objectively determine
whether these conditions have been triggered.
6. Revise the last condition on page 14 and the first bullet of
the
first condition on page 15 to clarify the "transactions
contemplated
by the Offer."
7. Please clarify the condition at the top of page 16 related to
governmental approvals in light of the disclosure on page 24.
Incorporation by Reference, page 18
8. The company incorporates over 15 documents into this offer.
Schedule TO permits incorporation by reference only where doing so
does not render the document incomplete or misleading. Confirm
that
you have disclosed all material information in the offer to
purchase
or revise the document accordingly. Revise the exhibit table of
the
Schedule TO to include a cross-reference to each document
incorporated by reference. See General Instruction F to Schedule
TO.
9. Schedule TO does not specifically allow you to forward
incorporate
disclosure in subsequently filed documents. In fact, doing so is
inconsistent with the technical requirements of General
Instruction F
of Schedule TO and your obligation under Rules 13e-4(c)(3) and
13e-
4(e)(3) to amend the Schedule to reflect a material change in the
information previously disclosed. Please revise.
Certain United States Federal Income Tax Consequences, page 25
10. Please eliminate the qualifier that this disclosure addresses
"certain" tax consequences. Please confirm, if true, that you
have
disclosed all material federal tax consequences of the offer or
revise the disclosure accordingly.
Closing Comments
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
* * *
Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR under the
label "CORRESP." If the information you provide in response to
our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a
manner reasonably calculated to inform them of the new
information.
If you do not agree with a comment, please tell us why in your
response. Direct any questions to me at (202) 551-3262. You may
also contact me by facsimile at (202) 772-9203.
Sincerely,
Abby Adams
Special Counsel
Office of Mergers and Acquisitions
??
??
??
??
Robert Evans III, Esq.
October 7, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303
DIVISION OF
CORPORATION FINANCE