Envision & AMSURG Announce Proposed Private Offering of $750 Million Senior Notes by New Amethyst Corp. (to Be Renamed Envisi...
November 10 2016 - 10:35AM
Business Wire
In connection with the proposed merger of Envision Healthcare
Holdings, Inc. (NYSE: EVHC, “EVH”) and AMSURG Corp.
(NASDAQ: AMSG, “AMSURG”) (the “Merger”), EVH and AMSURG today
announced that New Amethyst Corp., to be renamed Envision
Healthcare Corporation (the “Company”), a wholly owned subsidiary
of AMSURG that will survive the Merger, is commencing a private
offering of $750 million aggregate principal amount of senior
unsecured notes due 2024 (the “Notes”).
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The Company intends to use the net proceeds from the offering,
together with borrowings made under a new term loan facility to be
entered into by Envision Healthcare Corporation (“EHC”), an
indirect wholly owned subsidiary of EVH, (i) to repay EHC’s
existing indebtedness under its term loan and asset-based
facilities, (ii) to purchase or redeem AMSURG’s 5.625% senior notes
due 2020, (iii) to repay AMSURG’s 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 Company’s domestic subsidiaries that will
guarantee the new term loan facility.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the Notes (and the
guarantees) or any other securities, nor will there be any sale of
the Notes (or any guarantees) or any other securities in any state
or other jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction. The Notes
(and the guarantees) will be offered and sold in reliance on an
exemption from the registration requirements provided by Rule 144A
under the Securities Act of 1933 (the “Securities Act”) and to
non-U.S. persons outside the United States pursuant to Regulation S
under the Securities Act. None of the Notes and such guarantees
have been registered under the Securities Act or the securities
laws of any state or other jurisdiction, and the Notes (and such
guarantees) may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and the securities laws of any
applicable state or other jurisdiction. There can be no assurance
that the proposed offering of Notes will be completed.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws, including statements
related to the offering of the Notes and the related refinancing
transactions, which are based on current expectations, forecasts
and assumptions that involve risks and uncertainties that could
cause actual outcomes and results to differ materially.
Forward-looking statements relate to expectations, beliefs,
projections, future plans and strategies, anticipated events or
trends and similar expressions concerning matters that are not
historical facts. In some cases, you can identify forward-looking
statements by the use of forward-looking terminology such as “may,”
“will,” “should,” “expects,” “intends,” “plans,” “anticipates,”
“believes,” “estimates,” or “predicts,” or the negative of these
words or phrases or similar words or phrases, which are predictions
of or indicate future events or trends and which do not relate
solely to historical matters. While forward-looking statements
reflect EVH’s and AMSURG’s good faith beliefs, assumptions and
expectations, they are not guarantees of future performance.
Furthermore, EVH and AMSURG disclaim any obligation to publicly
update or revise any forward-looking statement to reflect changes
in underlying assumptions or factors, of new information, data or
methods, future events or other changes. These forward-looking
statements are based on a variety of assumptions that may not be
realized and that are subject to significant risks and
uncertainties as well as risks and uncertainties referenced from
time to time in EVH’s and AMSURG’s filings with the SEC.
About Envision Healthcare Holdings
Envision Healthcare Holdings, Inc., offers an array of
physician-led healthcare-related services to consumers, hospitals,
healthcare systems, health plans and local, state and national
government entities. The organization provides care across a broad
patient continuum via American Medical Response, Inc. (AMR), EmCare
Holdings, Inc. (EmCare) and Evolution Health, LLC (Evolution
Health). AMR provides community-based medical transportation
services, including emergency (‘911’), non-emergency, managed
transportation, air ambulance and disaster response. EmCare’s
integrated facility-based physician services include emergency,
anesthesiology, hospitalist/inpatient care, radiology,
tele-radiology and surgery. Evolution Health’s innovative and
comprehensive care coordination solutions result in improved
patient care delivery across a number of healthcare settings.
Envision Healthcare is headquartered in Greenwood Village,
Colorado. For additional information, visit www.evhc.net.
About AMSURG
AMSURG’s Ambulatory Services Division acquires,
develops and operates ambulatory surgery centers in partnership
with physicians throughout the U.S. AMSURG’s Physician
Services Division, Sheridan, provides outsourced physician services
in multiple specialties to hospitals, ASCs and other healthcare
facilities throughout the U.S., primarily in the areas of
anesthesiology, children’s services, emergency medicine and
radiology. Through these businesses as of September 30,
2016, AMSURG owned and operated 260 ASCs and one surgical
hospital in 35 states and the District of Columbia and
provided physician services to more than 550 healthcare facilities
in 32 states. AMSURG has partnerships with, or employs,
over 6,500 physicians and other healthcare professionals in 40
states and the District of Columbia.
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version on businesswire.com: http://www.businesswire.com/news/home/20161110005964/en/
Envision Healthcare Holdings, Inc.Bob Kneeley,
303-495-1245Vice President, Investor RelationsorAMSURG
Corp.Claire M. Gulmi, 615-665-1283Executive Vice President
andChief Financial Officer
Amsurg Corp. (NASDAQ:AMSG)
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