SEC Filings

8-K
ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017
Entire Document
 


economic terms agreed to by the parties thereto may be redacted (none of which redacted provisions adversely affect the availability of or impose additional conditions on, the availability of the Debt Financing (as defined below) at the Closing) (such Secured Debt Commitment Letter, Unsecured Debt Commitment Letter and related term sheets, including all exhibits, schedules and annexes thereto and each such fee letter and engagement letter, collectively, the “Debt Commitment Letters” and, together with the Equity Commitment Letter, the “Commitment Letters”) to provide, subject to the terms and conditions therein, debt financing in the aggregate amount set forth therein for the purpose of funding the transactions contemplated by this Agreement (being collectively referred to as the “Debt Financing” and, together with the Equity Financing, the “Financing”). None of the Commitment Letters has been amended or modified prior to the date hereof, and no such amendment or modification is contemplated or pending (except with respect to adding lenders or agents), and the commitments contained in the Commitment Letters have not been withdrawn, terminated or rescinded in any respect, and no such withdrawal, termination or rescission is contemplated. There are no side letters or other Contracts or arrangements related to the funding or investing, as applicable, of the full amount of the Financing other than as expressly set forth in the Commitment Letters furnished to the Company pursuant to this Section 6.7 (except with respect to the Equity Financing, any contracts between Buyer or its Affiliates, on the one hand, and any third party, on the other hand, which have no adverse impact on the funding of the full amount of the Equity Financing pursuant to the Equity Commitment Letter at or prior to the Closing on the terms and conditions set forth in this Agreement and the Equity Commitment Letter). Assuming the accuracy of the representations and warranties set forth in Article IV and Article V and the conditions set forth in Section 8.1 are satisfied at the Closing, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer or any of its Affiliates, as applicable, under the Commitment Letters. Assuming the accuracy of the representations and warranties set forth in Article IV and Article V and the conditions set forth in Section 8.1 are satisfied at Closing and assuming the accuracy of Seller’s representations and warranties in Section 5.5, the aggregate proceeds contemplated to be provided under the Commitment Letters will, together with Cash on Hand and the other cash available to Buyer and its Affiliates, be sufficient for Buyer to pay and satisfy in full (w) the obligations pursuant to this Agreement to pay the Estimated Transaction Consideration and the Additional Transaction Consideration (if any), (x) all other amounts payable at Closing pursuant to Article III, (y) all fees and expenses of Buyer and its Affiliates in connection with the transactions contemplated by this Agreement and (z) all other obligations under this Agreement. The Commitment Letters are not subject to any conditions or other contingencies (including pursuant to any “flex” provisions in the related fee letter or otherwise) other than as expressly set forth therein and are in full force and effect and are the legal, valid, binding and enforceable obligations of Buyer, as applicable, and each of the other parties thereto, as the case may be, subject to the Bankruptcy and Equity Exception. All

 

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