AMN HEALTHCARE SERVICES, INC. (NYSE:AMN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On April9, 2018, AMN Healthcare, Inc., a Nevada corporation (the “Company”), a wholly owned subsidiary of AMN Healthcare Services, Inc., a Delaware corporation (“AMN”), completed its acquisition (the “Acquisition”) of all of the limited liability company interests of MedPartners HIM, LLC, a Delaware limited liability company (“MedPartners”), to a Membership Interest Purchase Agreement (the“Purchase Agreement”), dated April9, 2018, by and among the Company, MedPartners, the owners listed on Schedule A thereto, and the Owner Representative, as defined therein. Upon completion of the Acquisition, MedPartners became a wholly owned subsidiary of the Company.
Under the terms of the Purchase Agreement, the Company paid $195,000,000 of cash consideration for all of the membership interests of MedPartners at the closing of the transaction, subject to certain adjustments and subject to a potential additional $20,000,000 of cash consideration in the event certain financial results are achieved as of December31, 2018 and June30, 2019. The Company deposited $3,995,000 of such purchase price into an escrow account, and a representations and warranties insurance policy was procured to secure the indemnification obligations of MedPartners to the Purchase Agreement.
To finance substantially all of the Acquisition, the Company utilized capacity available to it under its $400million secured revolving credit facility (the “Revolver”), the terms of which were disclosed in the Current Report on Form 8-K filed by AMN on February12, 2018.
| Item 1.01. | Completion of Acquisition or Disposition of Assets. |
The disclosures set forth under Item 1.01 are incorporated herein by reference.
| Item 1.01. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K together with the information set forth in Item 1.01 of the Current Report on Form 8-K filed by AMN on February12, 2018 are incorporated into this Item 1.01 by reference. In addition, the Company’s drawdown on the Revolver to fund the Acquisition will bear interest per annum based on a London Interbank Offered Rate plus 1.50%. The maturity date for the Revolver is February9, 2023.
On April9, 2018, AMN issued a press release announcing that it had completed the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 1.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| * | Schedules and exhibits have been omitted to Item601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however, that AMN may request confidential treatment to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished. |
AMN HEALTHCARE SERVICES INC ExhibitEX-2.1 2 d567668dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 Execution Version MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG AMN HEALTHCARE,…To view the full exhibit click here
About AMN HEALTHCARE SERVICES, INC. (NYSE:AMN)
AMN Healthcare Services, Inc. (AMN Healthcare) offers healthcare workforce solutions and staffing services to healthcare facilities. The Company operates through three segments: Nurse and Allied Healthcare Staffing Segment, Locum Tenens Staffing Segment and Physician Permanent Placement Services Segment. It provides its healthcare workforce solutions and staffing services at acute and sub-acute care hospitals and other healthcare facilities throughout the United States. The Company offers Managed Services Programs, Vendor Management Systems (VMS), Per Diem Staffing, Interim Leadership Staffing and Executive Search Services, Workforce Optimization Services and Recruitment Process Outsourcing. Its services include Travel Nurse Staffing, Rapid Response Nurse Staffing, Local, or Per Diem, Staffing, Locum Tenens Staffing, Physician Permanent Placement Services, Managed Services Programs, Vendor Management Systems, Recruitment Process Outsourcing and Workforce Optimization Services.