NOBILIS HEALTH CORP. (TSE:NHC) Files An 8-K Completion of Acquisition or Disposition of Assets

As previously announced, on November 15, 2017, to four separate Membership Interest Purchase Agreements (the “Purchase Agreements”), Northstar Healthcare Surgery Center – Houston, LLC ("NHSC") and Nobilis Health Corp. (the "Company"), (NHSC and the Company are each a "Buyer" and collectively "Buyers") and Elite Surgical Affiliates ("Elite") and other membership interests, (Elite and other membership interests are each a "Seller" and collectively "Sellers") finalized the Purchase Agreements dated as of November 15, 2017 ("Elite Transaction"). The Company purchased ownership interests in Elite Sinus Spine and Ortho LLC, Elite Center for Minimally Invasive Surgery, LLC, Houston Metro Ortho and Spine Surgery Center and Elite Hospital Management LLC (collectively the "Management Companies"). On November 15, 2017, the Buyers and Sellers closed the Elite Transaction to the Purchase Agreements dated November, 15, 2017. The Company subsequently filed with the Securities and Exchange Commission a current report on Form 8-K (the “Elite 8-K”) disclosing the closing of the Acquisition.

The Elite 8-K did not include the historical financial statements of the Management Companies, the unaudited pro forma condensed combined financial information of the Company (collectively, the “Financial Information”), or Exhibit A Amendment No.2 to Credit Agreement dated as of November 15, 2017 and instead the Company decided to file the Financial Information at a later date. This amendment is being filed for the purpose of satisfying the Company’s undertaking to file the Financial Information required by Item 2.01(a) and (b) of Form 8-K, and this amendment should be read in conjunction with the Elite 8-K.

The information included under Item 2.01 herein and filed below as Exhibit 10.1 of this Current Report on Form 8-K/A.

(a)Financial Statements of Business Acquired

The audited financial statements of the Management Companies for the year ended December 31, 2016 and 2015, including the notes to the financial statements and Independent Auditors' Report are filed as Exhibits 99.1 to 99.4 and 99.5 to 99.8 to this Current Report on Form 8-K/A, respectively. The combined unaudited financial statements of the Management Companies for the nine months ended September 30, 2017 are filed as Exhibit 99.9 to 99.12 to this Current Report on Form 8-K/A.

(b)Pro Forma Financial Information

The unaudited pro forma condensed combined financial information of the Company and the Management Companies for the year ended December 31, 2016 and as of the nine months ended September 30, 2017 are filed as Exhibit 99.13 to this Current Report on Form 8-K/A.

(c)None.

(d)Exhibits.

Nobilis Health Corp. ExhibitEX-10.1 2 amendedcreditagreement8ka.htm EXHIBIT 10.1 Exhibit Exhibit 10.1CREDIT AGREEMENTDated as of October 28,…To view the full exhibit click here
About NOBILIS HEALTH CORP. (TSE:NHC)
Nobilis Health Corp. (Nobilis) owns and manages healthcare facilities in the States of Texas and Arizona, consisting primarily of ambulatory surgery centers (ASCs) and acute-care and surgical hospitals. The Company’s segments include Medical Services, Marketing Services and Corporate. The Medical Services segment owns and manages approximately nine healthcare facilities in Texas and Arizona; over four hospitals, and approximately five ambulatory surgery centers. The Marketing Services segment provides marketing services, patient education services and patient care co-ordination management services. The Company provides care across a range of specialties in its facilities, including orthopedic surgery, podiatric surgery, pain management, gastro-intestinal, gynecology, and general surgery. Many of its surgical patients require additional complementary healthcare services, and its suite of ancillary services, including surgical assist, intraoperative neuromonitoring and anesthesia.