Item 7.01 Regulation FD Disclosure.
On April 8, 2021, HealthEquity, Inc. issued a press release attached as Exhibit
99.1 to this current report on Form 8-K announcing that it had entered into a
definitive agreement to acquire Further, a leading provider of HSA and
consumer-directed benefit administration services, and the nation's ninth
largest HSA custodian overall. A copy of HealthEquity's press release announcing
the transaction is attached hereto as Exhibit 99.1 and is incorporated herein by
The information in this Item 7.01, including the corresponding Exhibit 99.1, is
being furnished with the U.S. Securities and Exchange Commission (SEC) and shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended.
This Form 8-K and the exhibits attached hereto and incorporated herein by
reference contain "forward-looking statements" within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995,
including but not limited to, statements regarding the proposed transaction
between HealthEquity and Further, the expected addition to HealthEquity's
financial results, the synergies from the proposed transaction, expected
one-time costs associated with the transaction, projections as to the closing
date of the proposed transaction, the anticipated benefits of the proposed
transaction, future opportunities for HealthEquity upon closing of the proposed
transaction, and the ability of HealthEquity to deliver value to stakeholders.
Forward-looking statements reflect current expectations regarding future events,
results or outcomes, and are typically identified by words such as "estimate,"
"project," "predict," "will," "would," "should," "could," "may," "might,"
"anticipate," "plan," "intend," "believe," "expect," "aim," "goal," "target,"
"objective," "likely" or similar expressions that convey the prospective nature
of events or outcomes. Factors that could cause actual results to differ
include, but are not limited to: the conditions to the completion of the
proposed transaction, including the receipt of all required regulatory
approvals; the ability of HealthEquity to successfully integrate Further
operations with those of HealthEquity; that such integration may be more
difficult, time-consuming or costly than expected; that operating costs,
customer loss and business disruption (including, without limitation,
difficulties in maintaining relationships with employees, customers or
suppliers) may be greater than expected following the proposed transaction or
the public announcement of the proposed transaction; and that the retention of
certain key employees of Further may be difficult. Although HealthEquity and
Further believe the expectations reflected in the forward-looking statements are
reasonable, we can give you no assurance these expectations will prove to be
correct. Actual events, results and outcomes may differ materially from
expectations due to a variety of known and unknown risks, uncertainties and
other factors, including those described above. For a detailed discussion of
other risk factors, please refer to the risks detailed in HealthEquity's filings
with the Securities and Exchange Commission, including, without limitation,
HealthEquity's most recent Annual Report on Form 10-K and subsequent periodic
and current reports. HealthEquity undertakes no intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Forward-looking statements should not
be relied upon as representing views as of any date subsequent to the date of
this Form 8-K.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
99.1 Press release issued by HealthEquity, Inc. dated April 8, 2021
104 Cover Page Interactive Data File (formatted in Inline XBRL)
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