News Column

AMSURG CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Financial Statements and Exhibits

July 22, 2014

Item 1.01. Entry into a Material Definitive Agreement

The Merger

On July 16, 2014, AmSurg Corp., a Tennessee corporation (the "Company"), completed the acquisition of Sheridan Healthcare ("Sheridan") as previously described in the Company's Current Reports on Form 8-K that were filed with the Securities and Exchange Commission (the "SEC") on June 2, 2014 and June 18, 2014 (the "Forms 8-K"), pursuant to the Purchase Agreement and Agreement and Plan of Merger, dated May 29, 2014, as amended (the "Merger Agreement"), among the Company, Arizona Merger Corporation, a Delaware corporation and direct wholly-owned subsidiary of the Company ("Merger Sub"), Arizona II Merger Corporation, a Delaware corporation and direct wholly-owned subsidiary of the Company ("Merger Sub II"), Sunbeam GP Holdings, LLC, a Delaware limited liability company, solely for purposes of Article V and Section 2.8 and solely in its capacity as the sole holder of membership interests in the General Partner ("Seller"), Sunbeam GP LLC, a Delaware limited liability company and the general partner of the Partnership (the "General Partner"), Sunbeam Holdings, L.P., a Delaware limited partnership (the "Partnership"), Sunbeam Primary Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of the Partnership ("Sunbeam Primary"), and HFCP VI Securityholders' Rep LLC, a Delaware limited liability company ("HFCP"), solely in its capacity as agent and attorney-in-fact for Seller and the unitholders of the Partnership (the "Unitholders"). The Partnership was an indirect parent company of Sheridan. The material terms of the Merger Agreement are described in the Forms 8-K.

In connection with the closing of the transactions contemplated by the Merger Agreement (the "Closing"), the Company, Merger Sub, Merger Sub II, the Seller, the General Partner, the Partnership, Sunbeam Primary and HFCP entered into a letter agreement (the "Letter Agreement") amending the Merger Agreement to provide for transaction bonuses to be paid to certain employees of the Partnership out of the merger consideration and to clarify certain definitions and closing conditions contained in the Merger Agreement.

Under the terms of the Merger Agreement, the aggregate merger consideration payable as a result of the transaction was approximately $2.35 billion, and was composed of approximately $2.1 billion in cash and 5,713,909 shares of Company common stock.

In connection with the Closing, the Company entered into a Registration Rights Agreement (the "Equity Registration Rights Agreement") with the Unitholders, which provides the Unitholders with certain demand and piggy-back registration rights with respect to the shares of Company common stock issued pursuant to the Merger Agreement. Under the Equity Registration Rights Agreement, the Company may be required, at the Unitholders' demand, to file a shelf registration statement to register the shares of common stock issued pursuant to the Merger Agreement. The Equity Registration Rights Agreement provides for three demand rights for registrations of marketed, underwritten offerings; provided, that such demands for marketed, underwritten offerings involve the lesser of (i) securities with a minimum anticipated offering price of at least $100.0 million or (ii) all remaining registrable securities (as defined below) then held by holders of registrable securities. The Equity Registration Rights Agreement also provides for unlimited demand rights for registrations of non-marketed, underwritten offerings; provided, that such demands for non-marketed, underwritten offerings involve the lesser of (i) securities with a minimum anticipated offering price of at least $50.0 million or (ii) all remaining registrable securities then held by holders of registrable securities.

The Equity Registration Rights Agreement also provides for unlimited piggyback registration rights to register registrable securities when the Company initiates a registered offering. These piggyback rights are subject to "cut-back" provisions whereby the underwriter has the ability to limit the number of securities included in a registered offering by the Company. The piggyback rights terminate when affiliates of Hellman & Friedman own less than 5% of the Company's outstanding common stock.

2



--------------------------------------------------------------------------------

Securities issued pursuant to the Merger Agreement are no longer "registrable securities" at such time that (i) such securities have been disposed of in accordance with a registration statement, (ii) such securities have been distributed to the public pursuant to Rule 144 or Rule 145 of the Securities Act of 1933, as amended (the "Securities Act"), (iii) such securities have ceased to be outstanding or (iv) the holder beneficially owns less than three percent of . . .

Item 1.02. Termination of a Definitive Agreement.

Concurrently with the closing of the transactions contemplated by the Merger Agreement on July 16, 2014, the Company terminated the 2006 Credit Facility.

On July 16, 2014, the Company also repaid the outstanding indebtedness under its 8.04% Senior Secured Notes and terminated the associated Note Purchase Agreement, dated May 28, 2010, as amended (the "Note Purchase Agreement"). In connection with terminating the Note Purchase Agreement, the Company paid an early termination fee of $12.9 million.

6



--------------------------------------------------------------------------------

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information under Item 1.01 is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

On July 16, 2014, the Company completed its acquisition of Sheridan pursuant to the Merger Agreement. The information under Item 1.01 is incorporated herein by reference. Pursuant to the Merger Agreement, the Company issued 5,713,909 shares of Company common stock to the Unitholders. The shares of Company common stock issued pursuant to the Merger Agreement were issued in a private placement exempt from registration under Section 4(2) of the Securities Act and Rule 506 of Regulation D.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired. The audited consolidated financial statements of the Partnership (composed of consolidated balance sheets at December 31, 2013 and December 31, 2012 and the consolidated statements of income and comprehensive income, statements of equity and statements of cash flows for each of the three years in the period ended December 31, 2013 with the report of the independent auditors) required by Item 9.01(a) of Form 8-K were previously filed as Exhibit 99.2 to the Company's Current Report on Form 8-K, dated June 23, 2014. Pursuant to General Instruction B.3 of Form 8-K, such financial statements are not additionally reported herein.

(b) Pro Forma Financial Information. The unaudited pro forma condensed combined financial statements of the Company for the year ended December 31, 2013, for the three months ended March 31, 2014 and 2013 and as of March 31, 2014, which give pro forma effect to the transactions contemplated by the Merger Agreement and certain proposed financing transactions in connection with the transactions contemplated by the Merger Agreement, required by Item 9.01(b) of Form 8-K were previously filed as Exhibit 99.1 to the Company's Current Report on Form 8-K, dated June 23, 2014. Pursuant to General Instruction B.3 of Form 8-K, such information is not additionally reported herein.

(d) Exhibits.

2.1* Letter Agreement, dated July 16, 2014, by and among AmSurg Corp., Arizona Merger Corporation, Arizona II Merger Corporation, Sunbeam GP Holdings, LLC, Sunbeam GP, LLC, Sunbeam Holdings, L.P., Sunbeam Primary Holdings, Inc., and HFCP VI Securityholders Rep, LLC. 7



--------------------------------------------------------------------------------

4.1 Indenture, dated as of July 16, 2014, among AmSurg Escrow Corp., the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee. 4.2 First Supplemental Indenture, dated as of July 16, 2014, between AmSurg Corp. and U.S. Bank National Association, as trustee. 4.3 Supplemental Indenture, dated as of July 16, 2014, among AmSurg Corp., the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee. 4.4 Registration Rights Agreement, dated as of July 16, 2014, AmSurg Corp., the subsidiary guarantors listed therein, and Citigroup Global Markets Inc., acting on behalf of itself and as the representative of the several Initial Purchasers listed therein. 4.5 Form of 5.625% Rule 144A Senior Note due 2022 (incorporated by reference to Exhibit A to Exhibit 4.1 hereof). 4.6 Form of 5.625% Regulation S Senior Note due 2022 (incorporated by reference to Exhibit A to Exhibit 4.1 hereof). 4.7 Registration Rights Agreement, dated July 16, 2014, among AmSurg Corp. and each of the other signatories from time to time a party thereto. 10.1 Credit Agreement, dated as of July 16, 2014, among AmSurg Corp., the banks and other financial institutions from time to time party thereto, and Citibank, N.A., in its capacity as Administrative Agent for the lenders.



* Schedules and certain exhibits omitted pursuant to Item 601 (b)(2) of

Regulation S-K. The Company agrees to furnish a supplemental copy of any

omitted schedule to the Securities and Exchange Commission upon request.

8



--------------------------------------------------------------------------------


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools






HispanicBusiness.com Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters