Envision & AMSURG Announce Pricing of $550 Million Senior Notes Offering by New Amethyst Corp. (To Be Renamed Envision Health...
November 16 2016 - 4:05PM
Business Wire
In connection with the proposed merger of Envision Healthcare
Holdings, Inc. (NYSE: EVHC) (“Envision”) and AMSURG Corp. (NASDAQ:
AMSG) (“AMSURG”) (the “Merger”), Envision 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, has priced the private
offering of $550 million aggregate principal amount of its 6.25%
Senior Notes due 2024 (the “Notes”). The offering is expected to
close on December 1, 2016, subject to customary closing conditions.
If the closing of the Notes occurs prior to the date of the
completion of the Merger, the proceeds of the offering of the Notes
will be deposited into an escrow account pending the consummation
of the Merger.
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The Company intends to use the net proceeds from the offering,
together with borrowings of $3.495 billion expected to be made
under a new term loan facility to be entered into by Envision
Healthcare Corporation (“EHC”), an indirect wholly owned subsidiary
of Envision, (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. This press
release is being issued pursuant to Rule 135c promulgated under the
Securities Act.
Forward-Looking StatementsThis 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, and the
completion of the Merger, 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 Envision’s and AMSURG’s good faith beliefs, assumptions and
expectations, they are not guarantees of future performance.
Furthermore, Envision 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 Envision’s and AMSURG’s filings with the
Securities and Exchange Commission.
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Envision Healthcare Holdings, Inc.Bob Kneeley, 303-495-1245Vice
President, Investor RelationsorAMSURG Corp.Claire M. Gulmi,
615-665-1283Executive Vice President and Chief Financial
Officer
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