AMSURG Corp. (NASDAQ: AMSG) (“AMSURG” or the “Company”)
announced today that it has received the requisite consents to
amend certain terms of the Indenture, dated November 20, 2012 (the
“Indenture”), which governs its 5.625% senior notes due 2020 (the
“Notes”), in connection with its previously announced Tender Offer
and Consent Solicitation (each as defined below). The amendments,
among other things, amend the Indenture to remove substantially all
of the restrictive covenants and certain events of default
contained in the Indenture.
As previously announced, on November 10, 2016, the Company
commenced a tender offer to purchase for cash any and all of its
outstanding $250,000,000 aggregate principal amount of Notes (the
“Tender Offer”). In connection with the Tender Offer, the Company
also solicited the consent of the holders of the Notes to the
amendments described above (the “Consent Solicitation”).
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”).
The early deadline for holders to validly tender their Notes and
thereby deliver their consents occurred at 5:00 p.m. Eastern time
on Monday, November 28, 2016 (the “Consent Payment Deadline”).
Notes previously tendered and Notes that are tendered after the
Consent Payment Deadline may not be withdrawn, except as required
by law. The Tender Offer and Consent Solicitation is scheduled to
expire at midnight, Eastern time, on Monday, December 12, 2016,
unless extended or earlier terminated by the Company (the
“Expiration Time”).
As of the Consent Payment Deadline, the Company has been advised
by D.F. King & Co., Inc., as tender agent and information agent
for the Tender Offer and Consent Solicitation, that the Notes were
validly tendered and not withdrawn, and consents were delivered and
not revoked, with respect to approximately 95.07% of the
outstanding $250,000,000 aggregate principal amount of Notes. As a
result, the requisite consent of noteholders was obtained, and the
Company and U.S. Bank National Association, as trustee under the
Indenture, entered into a supplemental indenture implementing the
amendments to the Indenture.
Subject to the terms and conditions set forth in the Offer to
Purchase and Consent Solicitation Materials, the Company today
accepted for purchase all Notes validly tendered and not withdrawn
prior to the Consent Payment Deadline and intends to accept for
purchase all Notes tendered after the Consent Payment Deadline and
prior to the Expiration Time. 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 Company’s previously announced merger with
Envision Healthcare Holdings, Inc., but nothing in this press
release should be construed as a notice of redemption with respect
to the Notes.
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. is acting 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 Materials. All statements herein
regarding the terms of the Tender Offer and Consent Solicitation,
the amendments, the supplemental indenture and the Indenture are
qualified in their entirety by reference to the text of the Offer
to Purchase and Consent Solicitation Materials, the supplemental
indenture and the Indenture. The completion of the Tender Offer and
the Consent Solicitation 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.
Forward-Looking Statements
Certain statements and information in this communication 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 communication
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) the impact
of legislative or regulatory changes, such as changes to the
Patient Protection and Affordable Care Act, as amended by the
Health Care and Education Reconciliation Act of 2010; (iv) changes
in governmental reimbursement programs; (v) decreases in revenue
and profit margin under fee-for-service contracts due to changes in
volume, payor mix and reimbursement rates; (vi) the loss of
existing contracts; (vii) risks associated with the ability to
consummate the business combination between Envision and AMSURG and
the timing of the closing of the business combination; (viii) the
ability to successfully integrate Envision’s and AMSURG’s
operations and employees; (ix) the ability to realize anticipated
benefits and synergies of the business combination; (x) the
potential impact of announcement of the business combination or
consummation of the transaction on relationships, including with
employees, customers and competitors; and (xi) other circumstances
beyond Envision’s and AMSURG’s control. Refer to the section
entitled “Risk Factors” in Envision’s and AMSURG’s recent filings
with the SEC, including their annual, quarterly and current reports
for a discussion of important factors that could cause actual
results, developments and business decisions to differ materially
from forward-looking statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20161201006295/en/
AMSURG Corp.Claire M. Gulmi, 615-665-1283Executive Vice
President and Chief Financial Officer
Amsurg Corp. (NASDAQ:AMSG)
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