AMSURG CORP. (NASDAQ:AMSG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
2020 Notes Supplemental Indenture
On November 28, 2016, AmSurg Corp. (the Company) entered into a
Supplemental Indenture (the Supplemental Indenture) to the
Indenture, dated as of November 20, 2012 (as supplemented from
time to time, the 2020 Indenture), among the Company, as issuer,
the subsidiary guarantors from time to time party thereto and
U.S. Bank National Association, as trustee, which effects certain
amendments (the Amendments) to the 5.625% Senior Notes Due 2020
issued by the Company and guaranteed by the Subsidiary Guarantors
(the 2020 Notes). The Supplemental Indenture, and thereby the
Amendments, became operative on December 1, 2016.
Supplemental Indenture (the Supplemental Indenture) to the
Indenture, dated as of November 20, 2012 (as supplemented from
time to time, the 2020 Indenture), among the Company, as issuer,
the subsidiary guarantors from time to time party thereto and
U.S. Bank National Association, as trustee, which effects certain
amendments (the Amendments) to the 5.625% Senior Notes Due 2020
issued by the Company and guaranteed by the Subsidiary Guarantors
(the 2020 Notes). The Supplemental Indenture, and thereby the
Amendments, became operative on December 1, 2016.
The Amendments, among other things, amend the 2020 Indenture to
remove substantially all of the restrictive covenants and certain
events of default contained in the 2020 Indenture. Holders of a
majority in aggregate principal amount of the outstanding Notes
consented to the Amendments.
remove substantially all of the restrictive covenants and certain
events of default contained in the 2020 Indenture. Holders of a
majority in aggregate principal amount of the outstanding Notes
consented to the Amendments.
The Supplemental Indenture is attached hereto as Exhibit 4.1. The
foregoing description of the Supplemental Indenture is qualified
in its entirety by reference to the full text of the Supplemental
Indenture, which is incorporated herein by reference.
foregoing description of the Supplemental Indenture is qualified
in its entirety by reference to the full text of the Supplemental
Indenture, which is incorporated herein by reference.
In addition, in connection with the completion of the Mergers (as
defined below), Envision Healthcare Corporation, formerly known
as New Amethyst Corp. (Envision), assumed the Companys
obligations under the 2020 Notes issued to the 2020 Indenture.
Also in connection with the completion of the Mergers, certain of
the Companys subsidiaries executed a supplemental indenture to
which they reaffirmed their guarantees of the 2020 Notes and
certain subsidiaries of Holdings (as defined below) executed a
supplemental indenture, to which they guaranteed the 2020 Notes.
defined below), Envision Healthcare Corporation, formerly known
as New Amethyst Corp. (Envision), assumed the Companys
obligations under the 2020 Notes issued to the 2020 Indenture.
Also in connection with the completion of the Mergers, certain of
the Companys subsidiaries executed a supplemental indenture to
which they reaffirmed their guarantees of the 2020 Notes and
certain subsidiaries of Holdings (as defined below) executed a
supplemental indenture, to which they guaranteed the 2020 Notes.
2022 Indenture and Supplemental Indentures
In connection with the completion of the Mergers, Envision
assumed the Companys obligations under the Companys $1,100
million aggregate principal amount of 5.625% senior notes due
2022 (the 2022 Notes) issued to the Indenture, dated as of July
16, 2014, among AmSurg Escrow Corp. and U.S. Bank National
Association, as trustee. Also in connection with the completion
of the Mergers, certain of the Companys subsidiaries executed a
supplemental indenture to which they reaffirmed their guarantees
of the 2022 Notes and certain subsidiaries of Holdings (as
defined below) executed a supplemental indenture, to which they
guaranteed the 2022 Notes.
assumed the Companys obligations under the Companys $1,100
million aggregate principal amount of 5.625% senior notes due
2022 (the 2022 Notes) issued to the Indenture, dated as of July
16, 2014, among AmSurg Escrow Corp. and U.S. Bank National
Association, as trustee. Also in connection with the completion
of the Mergers, certain of the Companys subsidiaries executed a
supplemental indenture to which they reaffirmed their guarantees
of the 2022 Notes and certain subsidiaries of Holdings (as
defined below) executed a supplemental indenture, to which they
guaranteed the 2022 Notes.
Item 1.02. Termination of a Material Definitive Agreement.
On December 1, 2016, in connection with certain financing
transactions entered into in connection with the completion of
the Mergers, the Company (a) terminated all outstanding
commitments and repaid all outstanding loans under the Credit
Agreement, dated as of July 16, 2014 (the Credit Agreement),
among the Company, the lenders party thereto and Citibank, N.A.,
as administrative agent, and (b) satisfied and discharged the
2020 Indenture. As of December 1, 2016, immediately prior to such
termination and repayment or satisfaction and discharge, as
applicable, the aggregate principal amount of the loans
outstanding under the Credit Agreement and aggregate principal
amount of 2020 Notes outstanding under the 2020 Indenture was
$1,220 million and $250 million, respectively. Outstanding
letters of credit under the Credit Agreement were cash
collateralized.
transactions entered into in connection with the completion of
the Mergers, the Company (a) terminated all outstanding
commitments and repaid all outstanding loans under the Credit
Agreement, dated as of July 16, 2014 (the Credit Agreement),
among the Company, the lenders party thereto and Citibank, N.A.,
as administrative agent, and (b) satisfied and discharged the
2020 Indenture. As of December 1, 2016, immediately prior to such
termination and repayment or satisfaction and discharge, as
applicable, the aggregate principal amount of the loans
outstanding under the Credit Agreement and aggregate principal
amount of 2020 Notes outstanding under the 2020 Indenture was
$1,220 million and $250 million, respectively. Outstanding
letters of credit under the Credit Agreement were cash
collateralized.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 1, 2016, to the Agreement and Plan of Merger, dated
as of June 15, 2016 (the Merger Agreement), by and among Envision
Healthcare Holdings, Inc. (Holdings), Envision and the Company,
Holdings and AmSurg completed the combination of their businesses
through a merger of equals. to the Merger Agreement, the Company
merged with and into Envision, with Envision surviving (Merger
1). Immediately following Merger 1, Holdings merged with and into
Envision, with Envision surviving (Merger 2 and together with
Merger 1, the Mergers).
as of June 15, 2016 (the Merger Agreement), by and among Envision
Healthcare Holdings, Inc. (Holdings), Envision and the Company,
Holdings and AmSurg completed the combination of their businesses
through a merger of equals. to the Merger Agreement, the Company
merged with and into Envision, with Envision surviving (Merger
1). Immediately following Merger 1, Holdings merged with and into
Envision, with Envision surviving (Merger 2 and together with
Merger 1, the Mergers).
Under the terms of the Merger Agreement, upon completion of the
Mergers, each share of the Companys common stock was converted
into one share of Envision common stock, each share of the
Companys 5.250% mandatory convertible preferred stock, Series A-1
(Company Preferred Stock) was converted into one share of
Envision 5.250% mandatory convertible preferred stock, Series A-1
(Envision Preferred Stock), and each share of Holdings common
stock was converted into 0.334 shares of Envision common stock.
Mergers, each share of the Companys common stock was converted
into one share of Envision common stock, each share of the
Companys 5.250% mandatory convertible preferred stock, Series A-1
(Company Preferred Stock) was converted into one share of
Envision 5.250% mandatory convertible preferred stock, Series A-1
(Envision Preferred Stock), and each share of Holdings common
stock was converted into 0.334 shares of Envision common stock.
The shares of the Companys common stock and Company Preferred
Stock were suspended from trading on the NASDAQ prior to the open
of trading on December 2, 2016.
Stock were suspended from trading on the NASDAQ prior to the open
of trading on December 2, 2016.
The description of the Mergers contained herein does not purport
to be complete and is qualified in its entirety by reference to
the Merger Agreement, a copy of which is filed as Exhibit 2.1 to
this report and incorporated herein by reference.
to be complete and is qualified in its entirety by reference to
the Merger Agreement, a copy of which is filed as Exhibit 2.1 to
this report and incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
Listing Rule or Standard; Transfer of Listing.
Prior to the Mergers, shares of the Companys common stock and
Company Preferred Stock were each registered to Section 12(b) of
the Securities Exchange Act of 1934, as amended (Exchange Act),
and listed on NASDAQ. As a result of the Mergers, on December 1,
2016, at the Companys request, NASDAQ filed Form 25s to withdraw
both the shares of the Companys common stock and Company
Preferred Stock from listing on NASDAQ. The shares of the
Companys common stock and Company Preferred Stock were suspended
from trading on NASDAQ prior to the open of trading on December
2, 2016. The Company expects to file a Form 15 with the SEC to
terminate the registration under the Exchange Act of the shares
of the Companys common stock and Company Preferred Stock, and
suspend the reporting obligations of the Company under the
Exchange Act.
Company Preferred Stock were each registered to Section 12(b) of
the Securities Exchange Act of 1934, as amended (Exchange Act),
and listed on NASDAQ. As a result of the Mergers, on December 1,
2016, at the Companys request, NASDAQ filed Form 25s to withdraw
both the shares of the Companys common stock and Company
Preferred Stock from listing on NASDAQ. The shares of the
Companys common stock and Company Preferred Stock were suspended
from trading on NASDAQ prior to the open of trading on December
2, 2016. The Company expects to file a Form 15 with the SEC to
terminate the registration under the Exchange Act of the shares
of the Companys common stock and Company Preferred Stock, and
suspend the reporting obligations of the Company under the
Exchange Act.
Item 3.03. Material Modification to Rights of Security Holders.
In connection with the Mergers, on December 1, 2016, each share
of the Companys common stock was converted into one share of
Envision common stock and each share of Company Preferred Stock
was converted into one share of Envision Preferred Stock. The
certificate of incorporation and the bylaws of Envision went into
effect on December 1, 2016 upon consummation of the Mergers. As
previously reported in the Description of Newco Capital Stock and
Comparison of Rights of AmSurg Shareholders, Envision
Stockholders and Newco Stockholders sections of the Registration
Statement on Form S-4 filed by Envision on August 4, 2016 and
declared effective, as subsequently amended, on October 19, 2016
(the Joint Proxy Statement/Prospectus), certain of the rights
associated with Envision common stock are different from the
rights associated with the Companys common stock. The information
set forth in the Description of Newco Capital Stock and
Comparison of Rights of AmSurg Shareholders, Envision
Stockholders and Newco Stockholders sections of the Joint Proxy
Statement/Prospectus is incorporated by reference into this Item
3.03.
of the Companys common stock was converted into one share of
Envision common stock and each share of Company Preferred Stock
was converted into one share of Envision Preferred Stock. The
certificate of incorporation and the bylaws of Envision went into
effect on December 1, 2016 upon consummation of the Mergers. As
previously reported in the Description of Newco Capital Stock and
Comparison of Rights of AmSurg Shareholders, Envision
Stockholders and Newco Stockholders sections of the Registration
Statement on Form S-4 filed by Envision on August 4, 2016 and
declared effective, as subsequently amended, on October 19, 2016
(the Joint Proxy Statement/Prospectus), certain of the rights
associated with Envision common stock are different from the
rights associated with the Companys common stock. The information
set forth in the Description of Newco Capital Stock and
Comparison of Rights of AmSurg Shareholders, Envision
Stockholders and Newco Stockholders sections of the Joint Proxy
Statement/Prospectus is incorporated by reference into this Item
3.03.
As provided in the Merger Agreement, at the effective time of
Merger 1, each (i) share of restricted stock and each stock unit
(including stock units subject to time-based and
performance-based vesting conditions) of the Company that was
outstanding immediately prior to the consummation of Merger 1 was
assumed by Envision and converted into an award of restricted
stock or stock units of Envision, as applicable, and continued to
have, and be subject to, the same terms and conditions as applied
to the restricted stock/stock unit of the Company immediately
prior to the consummation of the Mergers, provided that,
outstanding stock units subject to performance-based vesting
conditions granted on or after January 1, 2016 accelerated and
settled into shares of restricted stock of the Company to their
terms immediately prior to the effective time of Merger 1, and
(ii) option to acquire shares of the Companys common stock that
was outstanding immediately prior to the completion of Merger 1
was assumed by Envision and converted into an option to acquire
Envision common stock.
Merger 1, each (i) share of restricted stock and each stock unit
(including stock units subject to time-based and
performance-based vesting conditions) of the Company that was
outstanding immediately prior to the consummation of Merger 1 was
assumed by Envision and converted into an award of restricted
stock or stock units of Envision, as applicable, and continued to
have, and be subject to, the same terms and conditions as applied
to the restricted stock/stock unit of the Company immediately
prior to the consummation of the Mergers, provided that,
outstanding stock units subject to performance-based vesting
conditions granted on or after January 1, 2016 accelerated and
settled into shares of restricted stock of the Company to their
terms immediately prior to the effective time of Merger 1, and
(ii) option to acquire shares of the Companys common stock that
was outstanding immediately prior to the completion of Merger 1
was assumed by Envision and converted into an option to acquire
Envision common stock.
The information set forth in Items 1.01, 2.01, 3.01 and 5.03 of
this Current Report on Form 8-K is incorporated by reference into
this Item 3.03.
this Current Report on Form 8-K is incorporated by reference into
this Item 3.03.
Item 5.01. Changes in Control of Registrant.
On December 1, 2016, the Company was merged with and into
Envision to the Merger Agreement, with Envision continuing as the
surviving corporation.
Envision to the Merger Agreement, with Envision continuing as the
surviving corporation.
The information set forth in Items 2.01 and 5.02 of this Current
Report on Form 8-K is incorporated by reference into this Item
5.01.
Report on Form 8-K is incorporated by reference into this Item
5.01.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
At the effective time of Merger1, all of the Companys directors
and executive officers ceased serving as directors and executive
officers of the Company, as the Company ceased to exist as a
separate legal entity. Following consummation of the Mergers,
James A. Deal, John T. Gawaluck, Steven I. Geringer, Joey A.
Jacobs, Kevin P. Lavender and Cynthia S. Miller, former members
of the Companys board of directors, were appointed to the board
of directors of Envision. Christopher A.
and executive officers ceased serving as directors and executive
officers of the Company, as the Company ceased to exist as a
separate legal entity. Following consummation of the Mergers,
James A. Deal, John T. Gawaluck, Steven I. Geringer, Joey A.
Jacobs, Kevin P. Lavender and Cynthia S. Miller, former members
of the Companys board of directors, were appointed to the board
of directors of Envision. Christopher A.
Holden, a former director of the Company and who was appointed as
a director of Envision prior to the Mergers, will continue to
serve as a member of Envisions board of directors.
a director of Envision prior to the Mergers, will continue to
serve as a member of Envisions board of directors.
In addition, following the consummation of the Mergers,
Christopher A. Holden, Claire M. Gulmi, Kevin D. Eastridge and
Robert J. Coward, who previously served as executive officers of
the Company, were appointed as executive officers of Envision in
the following capacities: Mr. Holden was appointed as President
and Chief Executive Officer; Ms. Gulmi was appointed as Executive
Vice President and Chief Financial Officer; Mr. Eastridge was
appointed as Senior Vice President and Chief Accounting Officer;
and Mr. Coward was appointed as Executive Vice President and
President-Physician Services Group.
Christopher A. Holden, Claire M. Gulmi, Kevin D. Eastridge and
Robert J. Coward, who previously served as executive officers of
the Company, were appointed as executive officers of Envision in
the following capacities: Mr. Holden was appointed as President
and Chief Executive Officer; Ms. Gulmi was appointed as Executive
Vice President and Chief Financial Officer; Mr. Eastridge was
appointed as Senior Vice President and Chief Accounting Officer;
and Mr. Coward was appointed as Executive Vice President and
President-Physician Services Group.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Change in Fiscal Year.
As of the effective time of Merger 1, the Second Amended and
Restated Charter, as amended, and the Second Amended and Restated
Bylaws of the Company ceased to be in effect by operation of law
and the organizational documents of Envision (as successor to the
Company by operation of law) and, in connection with the Mergers,
Envision amended and restated its Certificate of Incorporation
and Bylaws to reflect the changes contemplated by the Merger
Agreement and as previously reported in the Description of Newco
Capital Stock and Comparison of Rights of AmSurg Shareholders,
Envision Stockholders and Newco Stockholders sections of the
Joint Proxy Statement/Prospectus. The information set forth in
the Description of Newco Capital Stock and Comparison of Rights
of AmSurg Shareholders, Envision Stockholders and Newco
Stockholders sections of the Joint Proxy Statement/Prospectus is
incorporated by reference into this Item 5.03.The information
regarding the Merger and the Merger Agreement set forth under
Item 2.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 5.03.
Restated Charter, as amended, and the Second Amended and Restated
Bylaws of the Company ceased to be in effect by operation of law
and the organizational documents of Envision (as successor to the
Company by operation of law) and, in connection with the Mergers,
Envision amended and restated its Certificate of Incorporation
and Bylaws to reflect the changes contemplated by the Merger
Agreement and as previously reported in the Description of Newco
Capital Stock and Comparison of Rights of AmSurg Shareholders,
Envision Stockholders and Newco Stockholders sections of the
Joint Proxy Statement/Prospectus. The information set forth in
the Description of Newco Capital Stock and Comparison of Rights
of AmSurg Shareholders, Envision Stockholders and Newco
Stockholders sections of the Joint Proxy Statement/Prospectus is
incorporated by reference into this Item 5.03.The information
regarding the Merger and the Merger Agreement set forth under
Item 2.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 5.03.
The Second Amended and Restated Certificate of Incorporation of
Envision and the Amended and Restated Bylaws of Envision are
filed as Exhibits 3.1 and 3.2, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.
Envision and the Amended and Restated Bylaws of Envision are
filed as Exhibits 3.1 and 3.2, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
|
2.1
|
Agreement and Plan of Merger, dated as of June 15,
2016, by and among Holdings, the Company and Envision (incorporated by reference to the Current Report on Form 8-K filed by the Company with the Commission on June 16, 2016). |
|
|
3.1
|
Second Amended and Restated Certificate of
Incorporation of Envision (incorporated by reference to Exhibit 3.1 to Envisions Form 8-K, dated December 7, 2016). |
|
|
3.2
|
Amended and Restated Bylaws of Envision (incorporated
by reference to Exhibit 3.2 to Envisions Form 8-K, dated December 7, 2016). |
|
|
4.1
|
Supplemental Indenture, dated as of November 28, 2016,
by and among the Company, the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee. |
About AMSURG CORP. (NASDAQ:AMSG)
AmSurg Corp. is a surgical center and physician services company. The Company is an owner and operator of ambulatory surgery centers (ASCs) in the United States. The Company is also a provider of outsourced physician services in the areas of anesthesiology, children’s services, emergency medicine and radiology. It operates through two segments: ambulatory services and physician services. Through its ambulatory services segment, it acquires, develops and operates ASCs in partnership with physicians. Through its physician services segment, it provides outsourced physician services in multiple specialties to hospitals, ambulatory surgery centers and other healthcare facilities, primarily in the areas of anesthesiology, radiology, children’s services and emergency medicine. It operates approximately 260 ASCs in over 30 states and the District of Columbia in partnership with approximately 2,000 physicians, and provides physician services to over 450 healthcare facilities in over 30 states. AMSURG CORP. (NASDAQ:AMSG) Recent Trading Information
AMSURG CORP. (NASDAQ:AMSG) closed its last trading session at 67.75 with 22,171,909 shares trading hands.
