NASHVILLE, Tenn.--(BUSINESS WIRE)--Dec. 1, 2016--
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may not be withdrawn, except as required by law.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not withdrawn, and consents were delivered and not revoked, with respect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 email@example.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.
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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161201006295/en/
Source: AMSURG Corp.
Claire M. Gulmi, 615-665-1283
President and Chief Financial Officer