ENVISION HEALTHCARE HOLDINGS, INC. (NASDAQ:EVHC) Files An 8-K Other Events
Item 8.01.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 Exhibit99.1 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.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits
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ExhibitNo. |
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DescriptionofExhibit |
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99.1 |
Press Release of Envision Healthcare Holdings,Inc. and |
Forward-Looking Statements
Certain statements and information in this Current Report on
Form8-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 Form8-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 Form8-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 FormS-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 FormS-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 Form8-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 Form10-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 rulesof 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 ENVISION HEALTHCARE HOLDINGS, INC. (NASDAQ:EVHC)
