HealthSouth Corporation (NYSE:HLS) Files An 8-K Unregistered Sales of Equity Securities

HealthSouth Corporation (NYSE:HLS) Files An 8-K Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities.

As disclosed in the Current Report on Form 8-K filed with the
Securities and Exchange Commission (the “SEC”) on November 19,
2013 (the November 19 Form 8-K), HealthSouth Corporation (the
Company) previously issued $320 million in aggregate principal
amount of 2.00% Convertible Senior Subordinated Notes due 2043
(the Convertible Notes) to holders of, and in exchange for,
257,110 shares of the Companys 6.50% Series A Convertible
Perpetual Preferred Stock, par value $0.10 per share and
liquidation preference $1,000 per share. The Convertible Notes
are governed by the Indenture (the Indenture), dated November 18,
2013, by and between the Company and Wells Fargo Bank, National
Association, as trustee, paying agent, conversion agent and
On May 26, 2017, the Company provided the notice of the
redemption of all of the outstanding principal amount of the
Convertible Notes, which will occur on June 26, 2017 (the
Redemption Date). to the Indenture, the holders of the
Convertible Notes may elect to convert those notes to shares of
the Companys common stock, par value $.01 per share (the Common
Stock), before the close of business on June 23, 2017. The
Company may elect to settle any conversion, in whole or in part,
by delivering cash in lieu of shares. In connection with any
conversion, the Company will pay a make-whole premium to the
electing holder by increasing the conversion rate on such
Convertible Notes.
The Company previously reported unregistered issuances of Common
Stock in connection with conversion elections delivered by
noteholders to the Company in the Current Report on Form 8-K
filed with the SEC on June 12, 2017 (the June 12 Form 8-K). Since
the filing of the June 12 Form 8-K, the Company has received
conversion elections that have resulted, or are expected to
result, in the following issuances of shares of Common Stock:
Issuance Date
Shares Issued
Principal Converted
June 15, 2017
June 16, 2017
June 19, 2017
June 20, 2017
June 21, 2017
June 22, 2017
The shares of Common Stock delivered in connection with these
conversions have been issued in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act of
1933, as amended (the Securities Act).
This Current Report on Form 8-K does not constitute an offer to
sell or a solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities law of any such state or jurisdiction. The Convertible
Notes and the shares of Common Stock issuable upon the conversion
of the Convertible Notes have not been and will not be 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
The foregoing descriptions of the Convertible Notes and the
Indenture do not purport to be complete and are qualified in
their entirety by reference to the Indenture. A copy of the
Indenture, including the form of Global Note for the Convertible
Notes, was attached as Exhibit 4.1 to the November 19 Form 8-K.
Forward-Looking Statements
Statements contained in this Current Report on Form 8-K, which
are not historical facts, such as the redemption or the
conversion of the Notes, the expected conversion settlement dates
and consideration are forward-looking statements. In addition,
the Company, through its senior management, may from time to time
make forward-looking public statements concerning the matters
described herein. All such estimates, projections, and
forward-looking information speak only as of the date hereof, and
the Company undertakes no duty to publicly update or revise such
forward-looking information, whether as a result of new
information, future events, or otherwise. Such forward-looking
statements are necessarily estimates based upon current
information and involve a number of risks and uncertainties.
Actual events or results may differ materially from those
anticipated in these forward-looking statements as a result of a
variety of factors. While it is impossible to identify all such
factors, factors which could cause actual events or results to
differ materially from those estimated by the Company include,
but are not limited to, the Companys ability to comply with
extensive, complex, and ever-changing regulations in the
healthcare industry; the price of the Companys common stock as it
affects the tax and accounting impacts resulting from conversions
of the Notes; the price of the Companys common stock as it
affects the Companys willingness and ability to settle
conversions in shares of common stock; potential disruptions,
breaches, or other incidents affecting the proper operation,
availability, or security of the Companys information systems,
including unauthorized access to or theft of patient, business
associate, or other sensitive information; general conditions in
the economy and capital markets, including any crisis resulting
from uncertainty in the sovereign debt market; and other factors
which may be identified from time to time in the Companys SEC
filings and other public announcements, including its Form 10K
for the year ended December 31, 2016 and Form 10-Q for the
quarter ended March 31, 2017.

About HealthSouth Corporation (NYSE:HLS)

HealthSouth Corporation (HealthSouth) is a provider of post-acute healthcare services, offering both facility-based and home-based post-acute services in over 30 states and Puerto Rico through its network of inpatient rehabilitation hospitals, home health agencies and hospice agencies. The Company’s segments include inpatient rehabilitation, and home health and hospice. The Company is an owner and operator of inpatient rehabilitation hospitals and provides specialized rehabilitative treatment on both an inpatient and outpatient basis. It provides specialized rehabilitative treatment on both an inpatient and outpatient basis. In addition to hospitals, the Company manages over three inpatient rehabilitation units through management contracts. The Company offers its home health and hospice services through Encompass Home Health and Hospice business (Encompass). Encompass is a provider of Medicare-certified skilled home health services.

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