ITEM 1.01
Entry into a Material Definitive Agreement.
Agreements with Centerbridge
In connection with the initial public offering (the Offering) of the common stock, par value $0.01 per share (the Common Stock) of American Renal Associates Holdings, Inc. (the Company), described in the Companys prospectus (the Prospectus), dated April 20, 2016, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended, which is deemed to be part of the Companys Registration Statement on Form S-1 (File No. 333-206686), as amended (the Registration Statement), the Company entered into: Amendment No. 1, dated as of April 21, 2016 (the Stockholders Agreement Amendment), to the Amended and Restated Stockholders Agreement, dated as of June 28, 2010, by and among the Company and the stockholders named therein (as amended, the Stockholders Agreement); Amendment No. 1, dated as of April 26, 2016 (the Registration Rights Agreement Amendment), to the Amended and Restated Registration Rights Agreement, dated as of May 7, 2010, by and among the Company and the stockholders named therein (as amended, the Registration Rights Agreement); and
a tax receivable agreement between the Company and Centerbridge Capital Partners, L.P., dated as of April 26, 2016 (the Tax Receivable Agreement), for the benefit of the Companys stockholders holding shares of Common Stock as of a specified time before the completion of the Offering (pre-IPO stockholders).
Centerbridge Capital Partners, L.P. and certain of its affiliates (collectively, Centerbridge) and our executive officers and directors that are party to, or have rights under, the Stockholders Agreement, the Registration Rights Agreement and the Tax Receivable Agreement, as the case may be, have various relationships with the Company. For further information about the terms of these agreements and concerning the other material relationships between the Company and Centerbridge, see the section entitled Certain Relationships and Related Party Transactions in the Prospectus.
The Stockholders Agreement Amendment, the Registration Rights Agreement Amendment and the Tax Receivable Agreement are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively. The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements filed as exhibits to the Registration Statement and as described therein.
The information set forth under Pre-IPO Distributions under Item 8.01 below is incorporated by reference in this Item 1.01.
Amendment No. 1 to First Lien Credit Agreement
Concurrently with the completion of the Offering, the Companys wholly owned subsidiary American Renal Holdings Inc., as the borrower, amended its first lien credit agreement to, among other things, increase the borrowing capacity under its first lien revolving credit facility by $50.0 million to an aggregate amount of $100.0 million, provide for additional borrowings of $60.0 million of incremental first lien term loans, increase the interest rate margin on its first lien term loans by 0.25%, permit the repayment of its outstanding second lien term loans and permit certain distributions and related transactions in connection with the Offering. The net proceeds of such incremental first lien term loans, together with the net proceeds received from the Offering and cash on hand, were applied to repay in full all outstanding amounts under the second lien credit facility of American Renal Holdings Inc., as borrower. For further information about the terms of the amendment, see Description of IndebtednessCredit Facilities in the Prospectus.
A copy of Amendment No. 1, dated as of April 26, 2016, to the first lien credit agreement, dated as of February 20, 2013, among American Renal Holdings Inc., as the borrower, American Renal Holdings Intermediate Company, LLC, as a parent guarantor, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, and the other lenders party thereto, is filed herewith as Exhibit 10.4. The terms of this amendment are substantially the same as the terms set forth in the form of such amendment filed as Exhibit 10.2 to the Registration Statement and as described therein.