Current Report Filing (8-k)
September 23 2016 - 4:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 19, 2016
AMN Healthcare Services, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or other Jurisdiction of Incorporation)
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001-16753
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06-1500476
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(Commission
File Number)
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(IRS Employer
Identification No.)
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12400 High Bluff Drive; Suite 100, San Diego, California
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92130
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (866) 871-8519
Not Applicable
(Former
Name or Former Address, If Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01.
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Entry into a Material Definitive Agreement.
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On September 19, 2016, AMN Healthcare,
Inc. (the “Issuer”), a wholly owned subsidiary of AMN Healthcare Services, Inc. (the “Company”), entered into a Second Amendment to Credit Agreement (the “Amendment”), amending the Credit Agreement, dated as of
April 18, 2014, as amended by the First Amendment to Credit Agreement, dated as of January 4, 2016 (the “Credit Agreement”), among the Issuer, the Company, SunTrust Bank, as administrative agent, and the other parties thereto.
The Amendment provides, among other things, for an increase in the maximum commitment of the lenders under the Credit Agreement in an
amount equal to certain prepayments made thereunder.
The foregoing description of the Amendment is not complete and is qualified in its
entirety by the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
On September 19, 2016, the Company announced the unregistered
offering by the Issuer of $300 million aggregate principal amount of senior unsecured notes due 2024 (the “Notes”). On September 23, 2016, the Company announced the pricing of the Notes and an increase in the offering size to $325
million aggregate principal amount of Notes.
Copies of the press releases announcing the offering and pricing of the Notes are filed as
Exhibit 99.1 and Exhibit 99.2 hereto, respectively, each of which is incorporated by reference herein.
This Current Report does not
constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any offer, solicitation or sale of any security, in any jurisdiction in which such offering, solicitation or sale would be unlawful.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibits.
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EXHIBIT NO.
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DESCRIPTION
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10.1
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Second Amendment to Credit Agreement, dated as of September 19, 2016
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99.1
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Press Release, dated September 19, 2016
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99.2
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Press Release, dated September 23, 2016
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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AMN Healthcare Services, Inc.
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Date: September 23, 2016
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By:
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/s/ Brian Scott
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Brian Scott
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Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT NO.
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DESCRIPTION
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10.1
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Second Amendment to Credit Agreement, dated as of September 19, 2016
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99.1
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Press Release, dated September 19, 2016
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99.2
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Press Release, dated September 23, 2016
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