AMSURG Corp. (NASDAQ: AMSG) (“AMSURG” or the “Company”)
announced today that it is commencing a tender offer (the “Tender
Offer”) to purchase for cash any and all of its outstanding
$250,000,000 aggregate principal amount of 5.625% Senior Notes Due
2020 (the “Notes”). In connection with the Tender Offer, the
Company is also seeking consents (the “Consent Solicitation”) to
proposed amendments (the “Proposed Amendments”) to the Indenture,
dated November 20, 2012 (the “Indenture”), which governs the Notes,
that would eliminate substantially all of the restrictive covenants
and certain events of default contained in the Indenture.
Information related to the Notes and other information relating
to the Tender Offer and Consent Solicitation are listed in the
table below. The terms and conditions of the Tender Offer and
Consent Solicitation are described in greater detail in the Offer
to Purchase and Consent Solicitation Statement, dated November 10,
2016, and the related Consent and Letter of Transmittal
(collectively, the “Offer to Purchase and Consent Solicitation
Materials”), which holders of the Notes should carefully read
before making any decision with respect to the Tender Offer and
Consent Solicitation.
Notes
CUSIPNumber
PrincipalAmountOutstanding
Tender
OfferConsideration(1)
ConsentPayment(1)
TotalConsideration(1)(2)
5.625% Senior Notes due 2020 03232PAB4 $250,000,000 $1,001.88
$30.00 $1,031.88
(1) Per $1,000 principal amount of Notes
and excluding accrued and unpaid interest, which will be paid in
addition to the Total Consideration or Tender Offer Consideration,
as applicable.
(2) Includes the Consent Payment.
Holders who validly tender their Notes and thereby deliver their
consents prior to 5:00 p.m., Eastern time, on Monday, November 28,
2016 (the “Consent Payment Deadline”) will be eligible to receive
total consideration of $1,031.88 per $1,000 principal amount of
Notes, which includes a consent payment of $30.00 per $1,000
principal amount of Notes tendered. Holders must validly tender and
not validly withdraw their Notes, and have their Notes accepted for
purchase in the Tender Offer, at or prior to the Consent Payment
Deadline in order to be eligible to receive the Total
Consideration, including the consent payment. A holder cannot
deliver a consent with respect to the Notes without tendering its
corresponding Notes or tender its Notes without delivering a
corresponding consent.
The Tender Offer is scheduled to expire at Midnight, Eastern
time, on Monday, December 12, 2016, unless extended or earlier
terminated by the Company (the “Expiration Time”). Holders who
validly tender their Notes after the Consent Payment Deadline, but
before the Expiration Time, will not receive a consent payment,
instead receiving only the Tender Offer Consideration of $1,001.88
per $1,000 principal amount of Notes tendered.
Upon the terms and conditions described in the Offer to Purchase
and Consent Solicitation Materials, the Company reserves the right,
but is under no obligation, at any point following the Consent
Payment Deadline and before the Expiration Time, to accept for
purchase any Notes validly tendered (and not validly withdrawn) at
or prior to the Consent Payment Deadline (the settlement date of
such purchase, the “Initial Settlement Date”). The Initial
Settlement Date for the Tender Offer will be determined at the
Company’s option and will be a business day we choose following
both the Consent Payment Deadline and the satisfaction or waiver of
the conditions to consummation of the Tender Offer and the Consent
Solicitation, and is currently expected to be December 1, 2016
unless extended by the Company. Subject to the terms and conditions
described in the Offer to Purchase and Consent Solicitation
Materials, Notes validly tendered after the Consent Payment
Deadline but at or before the Expiration Time, will be accepted for
purchase promptly after the Expiration Time.
Holders whose Notes are accepted for purchase will receive
accrued and unpaid interest from the last interest payment date to,
but not including, the date on which such Notes are purchased.
The Company currently intends to satisfy and discharge the
Indenture and redeem any Notes not tendered by the Expiration Time
(or any Notes validly withdrawn prior to the Consent Payment
Deadline) in connection with the Tender Offer in accordance with
the Indenture in connection with the consummation of the Merger,
but nothing in this press release should be construed as a notice
of redemption with respect to the Notes.
Tendered Notes may be withdrawn at any time before the Consent
Payment Deadline. Holders of Notes who tender their Notes after the
Consent Payment Deadline, but on or prior to the Expiration Time,
may not withdraw their tendered Notes, except in certain limited
circumstances where additional withdrawal rights are required by
law.
In the event that the Company receives the requisite consents of
a majority of the aggregate principal amount of the outstanding
Notes to the Proposed Amendments, the Company will promptly enter
into a supplemental indenture reflecting the Proposed Amendments.
Such supplemental indenture is described in greater detail in the
Offer to Purchase and Consent Solicitation Materials.
The Tender Offer and Consent Solicitation are conditioned upon
the satisfaction of certain conditions, including the Company
successfully completing (i) its previously announced merger with
Envision Healthcare Holdings, Inc. (“Envision”) and (ii) one or
more debt financing transactions as described in the Offer to
Purchase and Consent Solicitation Materials. Subject to applicable
law, the Company may also extend, amend or terminate the Tender
Offer and Consent Solicitation at any time before the Expiration
Time in its sole discretion.
The Company has retained Barclays Capital Inc., J.P. Morgan
Securities LLC, Wells Fargo Securities, LLC, SunTrust Robinson
Humphrey, Inc., Deutsche Bank Securities, Inc., BMO Capital Markets
Corp. and RBC Capital Markets, LLC to act as joint dealer managers
and solicitation agents for the Tender Offer and Consent
Solicitation. D.F. King & Co., Inc. will act as the Information
Agent and the Depositary for the Tender Offer and Consent
Solicitation. Questions regarding the Tender Offer and Consent
Solicitation should be directed to Barclays Capital, Inc. at (212)
528-7581 (collect) or (800) 438-3242 (toll-free) or J.P. Morgan
Securities LLC at (212) 834-2494 (collect) or (866) 834-4666
(toll-free). Requests for documentation should be directed to D.F.
King & Co., Inc. at (800) 283-3192 (toll-free) or
amsurg@dfking.com.
This press release is not an offer to buy and does not
constitute a solicitation of consents of holders of the Notes and
shall not be deemed an offer to buy or a solicitation of consents
with respect to any other securities of the Company. The Tender
Offer and Consent Solicitation will be made solely by the Offer to
Purchase and Consent Solicitation and the accompanying Consent and
Letter of Transmittal. All statements herein regarding the terms of
the Tender Offer and Consent Solicitation, the proposed amendments,
any supplemental indenture and the Indenture are qualified in their
entirety by reference to the text of the Offer to Purchase and
Consent Solicitation Statement and the accompanying Consent and
Letter of Transmittal, the supplemental indenture and the
Indenture. The completion of the Tender Offer and the Consent
Solicitation and the execution of any supplemental indenture is
subject to a number of conditions. No assurance can be given that
any such Tender Offer and Consent Solicitation can or will be
completed on terms that are acceptable to the Company, or at all,
or that a supplemental indenture will be executed.
About AMSURG Corp.
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.
No Offer or Solicitation / Additional Information and Where
to Find It
This press release is for informational purposes only and does
not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval with
respect to the proposed business combination between Envision and
AMSURG or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended. The proposed business
combination between Envision and AMSURG will be submitted to their
respective shareholders on November 28, 2016 for consideration. On
August 4, 2016, AMSURG caused its newly formed, wholly owned
subsidiary, New Amethyst Corp. (“New Amethyst”), to file with the
Securities and Exchange Commission (the “SEC”) a Registration
Statement on Form S-4 (File No. 333-212885) that constitutes a
prospectus of New Amethyst and a joint proxy statement of Envision
and AMSURG. The SEC declared the Form S-4, as subsequently amended,
effective on October 19, 2016. Envision and AMSURG have caused the
definitive joint proxy statement/final prospectus to be mailed to
their respective shareholders, as required by applicable law. This
press release is not a substitute for the definitive joint proxy
statement/final prospectus, or any other document that may be filed
with the SEC in connection with the proposed business combination.
Investors and shareholders are urged to read carefully and in their
entirety the definitive joint proxy statement/final prospectus
delivered to shareholders, and any other relevant documents that
are filed with the SEC when they become available, because they
contain important information about the proposed business
combination and related matters. Investors and shareholders may
obtain free copies of the definitive joint proxy statement/final
prospectus and other documents containing important information
about Envision, AMSURG and New Amethyst, once such documents are
filed with the SEC, through the website maintained by the SEC at
www.sec.gov. Envision and AMSURG make available free of charge at
www.evhc.net and www.amsurg.com, respectively (in the “Investors”
section), copies of materials they file with, or furnish to, the
SEC.
Participants in The Merger Solicitation
Envision, AMSURG and certain of their respective directors,
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies
from the stockholders of Envision and shareholders of AMSURG in
connection with the proposed business combination. Information
about the directors and executive officers of Envision is set forth
in its proxy statement for its 2016 annual meeting of stockholders
filed with the SEC on March 23, 2016. Information about the
directors and executive officers of AMSURG is set forth in its
proxy statement for its 2016 annual meeting of shareholders filed
with the SEC on April 22, 2016 and its Annual Report on Form 10-K
for the year ended December 31, 2015 filed with the SEC on February
25, 2016. These documents can be obtained free of charge from the
sources indicated above. Other information regarding those persons
who are, under the rules of the SEC, participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, are included in the
definitive joint proxy statement/final prospectus.
Forward-Looking Statements
Certain statements and information in this press release may be
deemed to be “forward-looking statements” within the meaning of the
Federal Private Securities Litigation Reform Act of 1995.
Forward-looking statements may include, but are not limited to,
statements relating to Envision’s and AMSURG’s objectives, plans
and strategies, and all statements (other than statements of
historical facts) that address activities, events or developments
that Envision and AMSURG intend, expect, project, believe or
anticipate will or may occur in the future. These statements are
often characterized by terminology such as “believe,” “hope,”
“may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,”
“estimate,” “project,” “positioned,” “strategy” and similar
expressions, and are based on assumptions and assessments made by
Envision’s and AMSURG’s management in light of their experience and
their perception of historical trends, current conditions, expected
future developments, and other factors they believe to be
appropriate. Any forward-looking statements in this press release
are made as of the date hereof, and Envision and AMSURG undertake
no duty to update or revise any such statements, whether as a
result of new information, future events or otherwise.
Forward-looking statements are not guarantees of future
performance. Whether actual results will conform to expectations
and predictions is subject to known and unknown risks and
uncertainties, including: (i) risks and uncertainties discussed in
the reports that Envision and AMSURG have filed with the SEC; (ii)
general economic, market, or business conditions; (iii) risks
associated with the ability to consummate the business combination
between Envision and AMSURG and the timing of the closing of the
business combination; (iv) the ability to successfully integrate
Envision’s and AMSURG’s operations and employees; (v) the ability
to realize anticipated benefits and synergies of the business
combination; (vi) the potential impact of announcement of the
business combination or consummation of the transaction on
relationships, including with employees, customers and competitors;
and (vii) other circumstances beyond Envision’s and AMSURG’s
control. Refer to the section entitled “Risk Factors” in Envision’s
and AMSURG’s annual and quarterly reports for a discussion of
important factors that could cause actual results, developments and
business decisions to differ materially from forward-looking
statements.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20161110006361/en/
AMSURG Corp.Claire M. Gulmi, 615-665-1283Executive Vice
President and Chief Financial Officer
Amsurg Corp. (NASDAQ:AMSG)
Historical Stock Chart
From Mar 2024 to Apr 2024
Amsurg Corp. (NASDAQ:AMSG)
Historical Stock Chart
From Apr 2023 to Apr 2024