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| RX > SEC Filings for RX > Form 8-K on 1-Jul-2009 | All Recent SEC Filings |
1-Jul-2009
Other Events, Financial Statements and Exhibits
On June 30, 2009, Coordinated Management Holdings, L.L.C. ("CMH"), an indirect wholly-owned subsidiary of IMS Health Incorporated (the "Registrant"), purchased the minority (approximately 7%) membership interests (the "Minority Interests") in IMS Health Licensing Associates, L.L.C. (the "LLC"), a Delaware limited liability company, that were held by two third party investors. The third party investors in the LLC were Utrecht-America Finance Co. and Edam, L.L.C. (collectively, the "Third Party Investors"), both of which are unrelated to the Registrant. The purchase of the Minority Interests by CMH was made pursuant to the terms of an Amended and Restated Agreement of Limited Liability Company of IMS Health Licensing Associates, L.L.C., which governs the relationship between the Registrant, two of its wholly-owned subsidiaries, Coordinated Management Systems, Inc. and IMS AG, and the Third Party Investors. The cost to purchase the Minority Interests was $100,969,960, which cost the Registrant financed through a combination of cash and borrowings under its revolving credit facility. Following the purchase of the Minority Interests by CMH, the Registrant, together with its wholly-owned subsidiaries, will hold 100% of the membership interests in the LLC. The LLC is a separate and distinct legal entity from that of the Registrant and is in the business of licensing database assets and computer software.
(d) Exhibits
Exhibit No. Description
99.1 Amended and Restated Agreement of Limited Liability Company of IMS
Health Licensing Associates, L.L.C. by and among IMS Health
Incorporated, Coordinated Management Systems, Inc., IMS AG,
Utrecht-America Finance Co. and Edam, L.L.C., dated as of July 1, 2006
(incorporated by reference to Exhibit 99.1 to the Registrant's Form 8-K
filed on July 6, 2006).
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