NOBILIS HEALTH CORP. (TSE:NHC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 in the Original Form 8-K, which date is changed from April 19, 2019, to April 30, 2019. This Form 8-K/A amends and restates in its entirety Item 1.01 of the Original Form 8-K. Other than the correction to that date specified above in Item 1.01, the remainder of the Original Form 8-K remains unchanged, including the information contained under Item 9.01 of the Original Form 8-K.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 4, 2019, Nobilis Health Corp. (the “Company”), an indirect subsidiary, Northstar Healthcare Acquisitions, L.L.C., as Borrower, and certain subsidiary guarantors entered into a Forbearance Agreement (the “Forbearance Agreement ”) with respect to the Company’s Credit Agreement dated October 28, 2016, as amended (the “Credit Agreement”) with BBVA Compass Bank as Administrative Agent, LC Issuing Lender and Swingline Lender and other lenders party thereto (the “Lenders”).
to the terms of the Forbearance Agreement, the Administrative Agent and Lenders have agreed that they will forbear, during the Forbearance Period (as defined below), from (a) demanding payment in full of all obligations (including principal, interest, fees, and expense, or any other amount due under the Credit Agreement or other loan documents) and (b) exercising their respective rights and remedies with respect to or arising out of the events of default that occurred as a result of the Borrower under the Credit Agreements (i) failing to comply with financial covenants of the Credit Agreement, (ii) making certain Restricted Payments (collectively (i) and (ii), the “Specified Defaults”), (iii) failing to comply with the requirements of Section 6.12(a) of the Credit Agreement in respect to NHC Network, LLC, (iv) failing to cause Nobilis Vascular Texas, LLC, an indirect subsidiary of the Borrower, to make payments when due under a promissory note (collectively (iii) and (iv), the “Disputed Specified Defaults”), (v) failing to pay a certain demand invoice from the Administrative Agent, delivered to the Borrower on or about March 5, 2019, (vi) failing to comply with the requirements of the Credit Agreement regarding the disposition of equity interest in a former indirect subsidiary, (vii) failing to pay the principal payments that became due on March 29, 2019, under the Credit Agreement, and (viii) failing to pay interest that became due on March 26, 2019, and on March 29, 2019, under the Credit Agreement (collectively (v), (vi), (vii), and (viii) the “Additional Events of Default” and, together with the Specified Defaults and Disputed Specified Defaults, the “Specified Events of Default”).
The forbearance period (the “Forbearance Period”) under the Forbearance Agreement will expire on the earliest to occur of (i) the occurrence of an event of default during the Forbearance Period other than (a) the Specified Events of Default or (b) any event of default that occurs due to the failure of Loan Parties to comply with the certain financial covenants contained in Section 7.11 of the Credit Agreement, (ii) any Loan Parties’ actual knowledge of an event of default (other than Specified Events of Default) that occurred prior to the Forbearance Period and that has not been cured within three business days of a Loan Party obtaining actual knowledge of such event of default and (iii) April 30, 2019.
The forgoing description of the Forbearance Agreement is qualified in its entirety by reference to the full text of the Forbearance Agreement, a copy of which is filed in Exhibit 10.1 to this current report on Form 8-K and is incorporated by reference herein.
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.