Air Methods Corporation (NASDAQ:AIRM) Files An 8-K Entry into a Material Definitive Agreement

Air Methods Corporation (NASDAQ:AIRM) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Definitive
Agreement.

On March14, 2017, Air Methods Corporation (the Company) entered
into an Agreement and Plan of Merger (the Merger Agreement) with
ASP AMC Intermediate Holdings,Inc., a Delaware corporation
(Parent), and ASP AMC Merger Sub,Inc., a Delaware corporation and
a wholly-owned subsidiary of Parent (Merger Sub), providing for
the acquisition of the Company by Parent in an all cash
transaction, consisting of a tender offer (the Offer), followed
by a subsequent back-end merger of Merger Sub with and into the
Company (the Merger), with the Company surviving the Merger as a
wholly owned subsidiary of Parent. Parent and Merger Sub are
affiliates of certain funds managed by American Securities LLC
(the AS Funds).

The Companys Board of Directors (the Board) determined that the
transactions contemplated by the Merger Agreement, including the
Offer and the Merger, are fair to and in the best interests of
the Company and its stockholders, and approved the Merger
Agreement and the transactions contemplated thereby, and
recommended that the stockholders of the Company accept the Offer
and tender their shares of common stock, par value $0.06 per
share, of the Company (the Common Stock), in the Offer.

to the Merger Agreement, upon the terms and subject to the
conditions thereof, Merger Sub will commence the Offer no later
than March28, 2017 for all of the outstanding shares of Common
Stock at a price per share of $43.00 (the Offer Price), to the
holders of Common Stock in cash, net of applicable withholding
taxes and without interest.

Subject to the terms and conditions of the Merger Agreement, the
Offer will initially remain open for 20 business days from the
date of commencement of the Offer. If at the scheduled expiration
time of the Offer any of the conditions to the Offer have not
been satisfied or waived, then Merger Sub will extend the Offer
on one or more occasions in consecutive increments of five
business days, generally until July12, 2017, to permit the
satisfaction of all Offer conditions. If the debt financing has
not been funded and will not be available to be funded at the
scheduled expiration time of the Offer and the closing of the
Merger, Merger Sub may, subject to certain conditions, extend the
Offer on up to three occasions in consecutive increments of five
business days each. Further, the Offer may be extended if
required by applicable law, ruleregulation, interpretation or
position of the SEC, or in the event that the Company brings or
has brought a legal action against to enforce specifically the
terms and provisions of the Merger Agreement by Parent or Merger
Sub.

The obligation of Merger Sub to purchase the shares of Common
Stock validly tendered to the Offer is subject to the
satisfaction or waiver of a number of customary conditions,
including (1)shares of Common Stock having been validly tendered
and (not properly withdrawn) prior to the expiration of the Offer
that represent, together with the shares of Common Stock then
owned by Merger Sub, at least a majority of the then outstanding
shares of Common Stock, (2)the absence of any law, injunction,
judgment or other legal restraint that prohibits the consummation
of the Offer or the Merger, (3)the expiration or early
termination of the waiting period applicable to the Offer and the
Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, (4)the accuracy of the Companys representations
and warranties contained in the Merger Agreement (subject to
de minimis, Company Material Adverse Effect (as defined
in the Merger Agreement) and materiality qualifiers), (5)the
Companys performance of its obligations, agreements and covenants
under the Merger Agreement in all material respects, (6)the
absence, since the date of the Merger Agreement, of any fact,
state of facts, change, event, development, circumstance,
occurrence or effect that has had or would reasonably be expected
to have a Company Material Adverse Effect and (7)the completion
of a specified marketing period for the debt financing that
Parent and Merger Sub are using to fund a portion of the
aggregate Offer Price and Merger Consideration (the Marketing
Period).

Following the consummation of the Offer and subject to the
satisfaction or waiver of certain customary conditions set forth
in the Merger Agreement, the Merger will be effected to the
procedure provided for by Section251(h)of the General Corporation
Law of the State of Delaware (DGCL), without a meeting or vote of
the Companys stockholders. The Merger will be effected as soon as
practicable following the acceptance of the shares validly
tendered and not properly withdrawn to the Offer (the Offer
Acceptance Time).

At the effective time of the Merger (the Effective Time), each
share of Common Stock (other than shares of Common Stock (i)owned
by Parent or Merger Sub (including any shares of Common Stock
acquired by Merger Sub in the Offer), in each case, both at the
commencement of the Offer and immediately before the Effective
Time, (ii)owned by the Company as treasury stock or (iii)held by
a holder who is entitled to demand and who has properly demanded
the appraisal of such shares of Common Stock in accordance with
Section262 of the DGCL) will be converted automatically into the
right to receive the Offer Price (the Merger Consideration) in
cash, net of applicable withholding taxes and without interest.

As of the Effective Time, (i)each outstanding Company stock
option (whether or not then exercisable or vested) shall be
canceled and converted into the right to receive an amount in
cash equal to the product of (x)the excess, if any, of the Merger
Consideration over the per share exercise price applicable to
such Company stock option, multiplied by (y)the total number of

shares of Common Stock subject to such Company stock option,
(ii)each outstanding share of restricted Common Stock shall be
canceled and converted into the right to receive an amount in
cash equal in value to the Merger Consideration, (iii)each
outstanding Company restricted stock unit shall be canceled and
converted into the right to receive an amount in cash equal to
the product of (x)the Merger Consideration, multiplied by
(y)the total number of shares of Common Stock subject to such
Company restricted stock unit immediately prior to the
Effective Time and (iv)each outstanding Company performance
stock unit shall be cancelled and converted into the right to
receive an amount in cash equal to the product of (x)the Merger
Consideration multiplied by (y)the total number of shares of
Common Stock subject to such Company performance stock unit
immediately prior to the Effective Time (assuming performance
had been achieved at the greater of the target level of vesting
for such Company performance stock unit and actual performance
measured through the Effective Time).

The Merger Agreement includes representations and warranties,
and covenants of the parties customary for a transaction of
this nature. From the date of the Merger Agreement until the
earlier of the termination of the Merger Agreement and the
Effective Time, the Company has agreed to operate its business
and the business of its subsidiaries in the ordinary course and
has agreed to certain other operating covenants, as set forth
more fully in the Merger Agreement. Subject to the terms and
conditions of the Merger Agreement, the Company has also agreed
not to directly or indirectly solicit or initiate discussions
or negotiations with any third party regarding alternative
acquisition proposals.

Prior to the Offer Acceptance Time, the Board may, among other
things, (1)(a)change its recommendation that the Companys
stockholders accept the Offer and tender their shares of Common
Stock in the Offer to enter into a definitive acquisition
agreement providing for a Superior Proposal (as defined in the
Merger Agreement) or (b)terminate the Merger Agreement to enter
into a definitive acquisition agreement providing for a
Superior Proposal, or (2)change its recommendation that the
Companys stockholders accept the Offer and tender their Shares
in the Offer in connection with a material event, change,
effect, development or occurrence that was not known by the
Board as of or prior to the date of the Merger Agreement, and
does not relate to or involve (a)a Takeover Proposal (as
defined in the Merger Agreement), (b)any changes in the market
price, or change in trading volume, of shares of Common Stock,
in each case subject to complying with notice and other
specified conditions, including obligations to negotiate with
Parent and Merger Sub prior to taking such actions.

The Company is only entitled to specific performance to force
Parent to cause the equity financing to be funded if the
Marketing Period has been completed and the debt financing has
been funded or will be funded substantially concurrently with
the equity financing and the closing of the transactions
contemplated by the Merger Agreement. The Merger Agreement
contains certain termination rights for the Company and Parent,
including, among others, the right of (1)the Company to
terminate the Merger Agreement in order to enter into a
definitive acquisition agreement providing for a Superior
Proposal, (2)Parent to terminate the Merger Agreement as a
result of the Board changing its recommendation to the Companys
stockholders with respect to the Offer and (3)the Company to
terminate the Merger Agreement if all of the conditions to the
closing of the Offer have been satisfied and Merger Sub does
not consummate the Offer within three business days of the time
the closing would otherwise occur, subject to certain rights of
Merger Sub to extend the expiration date of the Offer. Upon
termination of the Merger Agreement by the Company under
specified circumstances, the Company will be required to pay
Parent a termination fee of $51,613,380. The Merger Agreement
also provides that upon termination of the Merger Agreement by
Parent under specified circumstances, Parent will be required
to pay the Company a reverse termination fee of $95,286,240.

Parent and Merger Sub have obtained equity and debt financing
commitments for the transactions contemplated by the Merger
Agreement, the proceeds of which will be used by Parent to pay
the Offer Price and the Merger Consideration and all related
fees and expenses. The AS Funds have committed to capitalize
Parent, following the consummation of the Offer, with an
aggregate equity contribution in an amount of $690,000,000 and
provided the Company with a limited guarantee in favor of the
Company guaranteeing the payment of certain monetary
obligations that may be owed by Parent to the Merger Agreement,
including any reverse termination fee that may become payable
by Parent.

Morgan Stanley Senior Funding,Inc. (MSSF), Barclays Bank PLC
(Barclays) and Royal Bank of Canada (RBC and together with MSSF
and Barclays, the Lenders) have committed to provide a $1,330
million first-lien senior secured term facility, a $125 million
first-lien senior secured revolving credit facility and a $560
million senior bridge credit facility, on the terms and subject
to the conditions set forth in a debt commitment letters dated
March14, 2017 (the Debt Commitment Letters). The obligation of
the Lenders to provide debt financing under the Debt Commitment
Letter is subject to a number of customary conditions.

The foregoing description of the Merger Agreement is not
complete and is qualified in its entirety by reference to the
Merger Agreement, which is filed as Exhibit2.1 to this report
and incorporated herein by reference. The Merger Agreement and
the foregoing description of the Merger Agreement have been
included to provide investors and our stockholders with
information regarding the terms of the Merger. The assertions
embodied in the representations and warranties contained in the
Merger Agreement are qualified by information in confidential
disclosure schedules. Moreover, certain representations and
warranties

in the Merger Agreement were made as of a specified date, may
be subject to a contractual standard of materiality different
from what might be viewed as material to stockholders, or may
have been used for the purpose of allocating risk between the
parties to the Merger Agreement. Accordingly, the
representations and warranties in the Merger Agreement should
not be relied on by any persons as characterizations of the
actual state of facts and circumstances about the Company,
Parent or Merger Sub at the time they were made or otherwise,
and information in the Merger Agreement should be considered in
conjunction with the entirety of the factual disclosure about
the Company in the Companys public reports filed with the U.S.
Securities and Exchange Commission (the SEC). Information
concerning the subject matter of the representations and
warranties may change after the date of the Merger Agreement,
which subsequent information may or may not be fully reflected
in the Companys public disclosures.

Additional Information

The tender offer referred to in this document and the exhibits
filed herewith has not yet commenced. This document is provided
for informational purposes only and does not constitute an
offer to purchase or the solicitation of an offer to sell any
securities. At the time the tender offer is commenced, Parent
and Merger Sub intend to file with the SEC a Tender Offer
Statement on Schedule TO containing an offer to purchase, a
form of letter of transmittal and other documents relating to
the tender offer, and the Company intends to file with the SEC
a Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Parent, Merger Sub and the Company
intend to mail these documents to the Company stockholders.
Company stockholders are advised to read the Schedule TO
(including the offer to purchase, the related letter of
transmittal and the other offer documents) and the Schedule
14D-9, as each may be amended or supplemented from time to
time, and any other relevant documents filed with the SEC when
they become available, before making any decision with respect
to the tender offer because these documents will contain
important information about the proposed transaction and the
parties thereto. Company stockholders and investors may obtain
free copies of the Schedule TO and Schedule 14D-9, as each may
be amended or supplemented from time to time, and other
documents filed by the parties (when available) at the SECs
website at www.sec.gov.

Cautionary Statement Regarding Forward-Looking
Statements

This document and the exhibits filed herewith contain
forward-looking information relating to the Company and the
proposed acquisition of the Company by Parent and Merger Sub
that involves substantial risks and uncertainties that could
cause actual results to differ materially from those expressed
or implied by such statements. These forward-looking statements
generally include statements that are predictive in nature and
depend upon or refer to future events or conditions, and
include words such as believes, plans, anticipates, projects,
estimates, expects, intends, strategy, future, opportunity,
may, will, should, could, potential, or similar expressions.
Forward-looking statements in this document include, among
other things, statements about the potential benefits of the
proposed acquisition; Parents plans, objectives, expectations
and intentions; the financial condition, results of operations
and business of the Company; industry, business strategy, goals
and expectations concerning the Companys market position,
future operations, future performance and profitability; and
the anticipated timing of closing of the acquisition. Risks and
uncertainties include, among other things, risks related to the
satisfaction of the conditions to closing of the acquisition
(including the failure to obtain necessary regulatory
approvals) in the anticipated timeframe or at all, including
uncertainties as to how many Companys stockholders will tender
their shares in the tender offer and the possibility that the
acquisition does not close; the occurrence of any event, change
or other circumstance that could give rise to the termination
of the Merger Agreement, including in circumstances which would
require the Company to pay a termination fee or other expenses;
risks regarding the failure to obtain the necessary financing
to complete the proposed acquisition; risks related to the debt
financing arrangements entered into in connection with the
proposed acquisition; risks related to the potential impact of
the announcement or consummation of the proposed transaction on
the Companys important relationships, including with employees,
suppliers and customers; disruption from the transaction making
it more difficult to maintain business and operational
relationships; negative effects of this announcement or the
consummation of the proposed acquisition on the market price of
the Companys common stock and on the Companys operating
results; significant transaction costs; the risk of litigation
and/or regulatory actions related to the proposed acquisition;
the possibility that competing offers will be made; and risks
related to the ability to realize the anticipated benefits of
the acquisition, including the possibility that the expected
benefits from the proposed acquisition will not be realized or
will not be realized within the expected time period. Other
factors that may cause actual results to differ materially
include those that will be set forth in the Tender Offer
Statement on Schedule TO and other tender offer documents filed
by Parent and Merger Sub. Many of these factors are beyond
Companys control. A further description of risks and
uncertainties relating to the Company can be found in its
Annual Reports on Form10-K for the fiscal year ended
December31, 2016 and in their subsequent Quarterly Reports on
Form10-Q and Current Reports on Form8-K, all of which are filed
with the SEC and available at www.sec.gov. Unless otherwise
required by applicable law, the Company disclaims any intention
or obligation to update forward-looking statements contained in
this document as the result of new information or future events
or developments.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits:

Exhibit Number

Description

2.1*

Agreement and Plan of Merger, dated as of March14, 2017,
by and among Air Methods Corporation, ASP AMC
Intermediate Holdings,Inc. and ASP AMC Merger Sub,Inc.

* Schedules omitted to item 601(b)(2)of Regulation S-K. The
Company agrees to furnish supplementally a copy of any omitted
schedule to the SEC upon request, provided, however, that the
Company may request confidential treatment to Rule24b-2 of the
Securities Exchange Act of 1934, as amended, for any schedule
or exhibit so furnished.

to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

Air Methods Corporation

Dated: March14, 2017

By:

/s/ Crystal Gordon

Name: Crystal Gordon

Title: Executive Vice President, General Counsel and
Corporate Secretary

EXHIBITINDEX

Exhibit Number

Description

2.1*

Agreement and Plan of Merger, dated as of March14, 2017,
by and among Air Methods Corporation, ASP AMC
Intermediate Holdings,Inc. and ASP AMC Merger Sub,Inc.

* Schedules omitted to item 601(b)(2)of Regulation S-K. The
Company agrees to furnish supplementally a copy of any omitted
schedule to the SEC upon request, provided, however, that the
Company may request confidential treatment


About Air Methods Corporation (NASDAQ:AIRM)

Air Methods Corporation is engaged in providing air medical emergency transport services and systems throughout the United States. The Company’s segments include Air Medical Services (AMS), Tourism and United Rotorcraft (UR) Division. The Company’s AMS segment provides air medical transportation services to the general population as an independent service and to hospitals or other institutions under exclusive operating agreements. It offers services, including aircraft operation and maintenance, medical care, dispatch and communications, and medical billing and collection. The Tourism segment provides helicopter tours and charter flights, primarily focusing on Grand Canyon and Hawaiian Island tours. The United Rotorcraft (UR) Division segment designs, manufactures, and installs aircraft medical interiors and other aerospace and medical transport products for domestic and international customers.

Air Methods Corporation (NASDAQ:AIRM) Recent Trading Information

Air Methods Corporation (NASDAQ:AIRM) closed its last trading session up +1.60 at 43.00 with 8,515,658 shares trading hands.

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