AMSURG CORP. (AMSG) Files An 8-K Other Events
Item8.01.
| Other Events. |
On November16, 2016, in connection with the proposed merger of
Envision Healthcare Holdings, Inc. (Envision) and AmSurg Corp.
(AMSURG) (the Merger), each of Envision and AMSURG issued a press
release announcing that AMSURGs wholly-owned subsidiary, New
Amethyst Corp., to be renamed Envision Healthcare Corporation
(the Company), has priced the private offering of $550,000,000
aggregate principal amount of its 6.25% Senior Notes due 2024
(the Notes) in transactions that are exempt from registration
under the Securities Act of 1933, as amended (the Securities
Act).The offering is expected to close on December1, 2016,
subject to customary closing conditions. If the closing of the
Notes occurs prior to the date of the completion of the Merger,
the proceeds of the offering of the Notes will be deposited into
an escrow account pending the consummation of the Merger. A copy
of the press release is furnished as Exhibit 99.1 to this report.
The Company intends to use the net proceeds from the offering,
together with borrowings of $3,495,000,000 expected to be made
under a new term loan facility to be entered into by Envision
Healthcare Corporation (EHC), an indirect wholly-owned subsidiary
of Envision, (i)to repay EHCs existing indebtedness under its
term loan and asset-based facilities, (ii)to purchase or redeem
AMSURGs 5.625% senior notes due 2020, (iii)to repay AMSURGs
existing indebtedness under its term loan and revolving loan
facilities, (iv)to pay transaction fees and expenses and (v)for
working capital. Upon the consummation of the Merger, the Company
will assume the obligations of EHC under the new term loan
facility, and the Notes will be guaranteed by the Companys
domestic subsidiaries that will guarantee the new term loan
facility.This report does not constitute an offer to sell or a
solicitation of an offer to purchase the Notes or any other
security.The Notes have not been registered under the Securities
Act or the securities laws of any other jurisdiction and may not
be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
Item9.01. |
Financial Statements and Exhibits. |
(d) |
Exhibits |
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| 99.1 |
Press Release of Envision Healthcare Holdings, Inc. and AmSurg Corp. Announcing Pricing of Senior Notes Offering, dated November 16, 2016. |
Forward-Looking Statements
Certain statements and information in this Current Report on Form
8-K may be deemed to be forward-looking statements within the
meaning of the Federal Private Securities Litigation Reform Act
of 1995. Forward-looking statements may include, but are not
limited to, statements relating to Envisions and AMSURGs
objectives, plans and strategies, and all statements (other than
statements of historical facts) that address activities, events
or developments that Envision and AMSURG intend, expect, project,
believe or anticipate will or may occur in the future. These
statements are often characterized by terminology such as
believe, hope, may, anticipate, should, intend, plan, will,
expect, estimate, project, positioned, strategy and similar
expressions, and are based on assumptions and assessments made by
Envisions and AMSURGs management in light of their experience and
their perception of historical trends, current conditions,
expected future developments, and other factors they believe to
be appropriate. Any forward-looking statements in this Current
Report on Form 8-K are made as of the date hereof, and Envision
and AMSURG undertake no duty to update or revise any such
statements, whether as a result of new information, future events
or otherwise. Forward-looking statements are not guarantees of
future performance. Whether actual results will conform to
expectations and predictions is subject to known and unknown
risks and uncertainties, including: (i)risks and uncertainties
discussed in the reports that Envision and AMSURG have filed with
the SEC; (ii)general economic, market, or business conditions;
(iii)risks associated with the ability to consummate the business
combination between Envision and AMSURG and the timing of the
closing of the business combination; (iv)the ability to
successfully integrate Envisions and AMSURGs operations and
employees; (v)the ability to realize anticipated benefits and
synergies of the business combination; (vi)the potential impact
of announcement of the business combination or consummation of
the transaction on relationships, including with employees,
customers and competitors; and (vii)other circumstances beyond
Envisions and AMSURGs control. Refer to the section entitled Risk
Factors in Envisions and AMSURGs annual, quarterly and other
periodic reports for a discussion of important factors that could
cause actual results, developments and business decisions to
differ materially from forward-looking statements.
No Offer or Solicitation / Additional Information and
Where to Find It
This Current Report on Form 8-K is for informational purposes
only and does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote
or approval with respect to the proposed business combination
between Envision and AMSURG or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section10 of the Securities Act of 1933, as amended. The proposed
business combination between Envision and AMSURG will be
submitted to their respective shareholders on November28, 2016
for consideration. On August4, 2016, AMSURG caused its newly
formed, wholly owned subsidiary, the Company, to file with the
Securities and Exchange Commission (the SEC) a Registration
Statement on Form S-4 (File No.333-212885) that constitutes a
prospectus of the Company and a joint proxy statement of Envision
and AMSURG. The SEC declared the Form S-4, as subsequently
amended, effective on October19, 2016. Envision and AMSURG have
caused the definitive joint proxy statement/final prospectus to
be mailed to their respective shareholders, as required by
applicable law. This Current Report on Form 8-K is not a
substitute for the definitive joint proxy statement/final
prospectus, or any other document that may be filed with the SEC
in connection with the proposed business combination. Investors
and shareholders are urged to read carefully and in their
entirety the definitive joint proxy statement/final prospectus
delivered to shareholders, and any other relevant documents that
are filed with the SEC when they become available, because they
contain important information about the proposed business
combination and related matters. Investors and shareholders may
obtain free copies of the definitive joint proxy statement/final
prospectus and other documents containing important information
about Envision, AMSURG and the Company, once such documents are
filed with the SEC, through the website maintained by the SEC at
www.sec.gov. Envision and AMSURG make available free of charge at
www.evhc.net and www.amsurg.com, respectively (in the Investors
section), copies of materials they file with, or furnish to, the
SEC.
Participants in The Merger Solicitation
Envision, AMSURG and certain of their respective directors,
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies
from the stockholders of Envision and shareholders of AMSURG in
connection with the proposed business combination. Information
about the directors and executive officers of Envision is set
forth in its proxy statement for its 2016 annual meeting of
stockholders filed with the SEC on March23, 2016. Information
about the directors and executive officers of AMSURG is set forth
in its proxy statement for its 2016 annual meeting of
shareholders filed with the SEC on April22, 2016 and its Annual
Report on Form 10-K for the year ended December31, 2015 filed
with the SEC on February25, 2016. These documents can be obtained
free of charge from the sources indicated above. Other
information regarding those persons who are, under the rules of
the SEC, participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or
otherwise, are included in the definitive joint proxy
statement/final prospectus.
About AMSURG CORP. (AMSG)