XML 108 R20.htm IDEA: XBRL DOCUMENT v2.4.0.8
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2013
Subsequent Events [Abstract]  
Subsequent Events [Text Block]
SUBSEQUENT EVENTS

Senior Secured First Lien Credit Agreement

On July 31, 2013, the Company entered into (i) a senior secured first-lien revolving credit facility in an aggregate principal amount of $75.0 million (the “Revolving Credit Facility”), (ii) a senior secured first-lien term loan B in an aggregate principal amount of $250.0 million (the “Term Loan B Facility”) and (iii) a senior secured first-lien delayed draw term loan B in an aggregate principal amount of $150.0 million (the “Delayed Draw Term Loan Facility” and, together with the Revolving Credit Facility and the Term Loan B Facility, the “Senior Credit Facilities”) with SunTrust Bank, Jefferies Finance LLC and Morgan Stanley Senior Funding, Inc.
Advances under the Revolving Credit Facility will bear interest at a floating rate or rates equal to the Eurodollar rate plus 5.25% or the base rate plus 4.25% specified in the Senior Credit Facilities, and will mature on July 31, 2018. Loans under the Term Loan B Facility and, if borrowed, the Delayed Draw Term Loan Facility will bear interest at a floating rate or rates equal to the Eurodollar rate plus 5.25% or the base rate plus 4.25% specified in the Senior Credit Facilities, and shall mature on July 31, 2020. The interest rates may vary in the future depending on the Company's consolidated net leverage ratio. The Senior Credit Facilities are secured by substantially all of the Company's and its subsidiaries' assets.

The Senior Credit Facilities contain customary events of default that include, among others, non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, bankruptcy and insolvency events, material judgments, cross-defaults to material indebtedness and events constituting a change of control. The occurrence of certain events of default may increase the applicable rate of interest by 2% and could result in the acceleration of the Company's obligations under the Senior Credit Facilities to pay the full amount of the obligations. The Company cannot permit the consolidated net leverage ratio to exceed certain thresholds over the course of the term loans. The required maximum consolidated net leverage ratio thresholds are defined for each measurement quarter.

The proceeds of the Term Loan B Facility may be used to refinance certain existing indebtedness of the Company, including the payment of the purchase price for the Notes tendered and accepted for purchase in the Offer and the payment of the redemption price for the Notes that remain outstanding after completion of the Offer. The Delayed Draw Term Loan Facility and the Revolving Credit Facility may be used to fund a portion of the pending CarePoint Business Purchase Price and may be used for other general corporate purposes of the Company, including acquisitions, investments, capital expenditures and working capital needs.

Repurchase and Redemption of Senior Unsecured Notes
On July 19, 2013, the Company announced that it had irrevocably called for redemption on August 19, 2013 (the “Redemption Date”) all Notes that remained outstanding on the Redemption Date after completion of the Offer, at a redemption price equal to 105.125% of the principal amount of the Notes being redeemed plus accrued and unpaid interest as of the Redemption Date (the "Redemption Price").
On July 31, 2013, the Company received and accepted for purchase approximately $126.2 million aggregate principal amount of its outstanding Notes that were validly tendered by the Offer's expiration date of July 30, 2013 (the “Expiration Date”), which was the deadline for holders to submit tenders in order to receive the consent payment in connection with the Consent Solicitation that was part of the Offer. The Company received consents from holders of approximately 56.1% of the Notes as of the Expiration Date. The $133.3 million aggregate repurchase price plus accrued but unpaid interest of $4.3 million, of the Notes tendered in connection with the Offer was paid from proceeds received under the Term Loan B Facility.

The consents received from the holders of Notes were sufficient to approve the proposed amendments to the Indenture as set forth in the Company's Offer to Purchase and Consent Solicitation Statement dated June 3, 2013 and the related Letter of Transmittal and Consent, pursuant to which the Offer was made. On July 31, 2013, the Company entered into a supplemental indenture with the trustee for the Notes, giving effect to the proposed amendments to the Indenture and eliminating substantially all of the restrictive covenants and certain default provisions contained in the Indenture.

On July 31, 2013, the Company satisfied and discharged its obligations under the Indenture by depositing with the trustee approximately $107.8 million (the “Discharge Amount”) from proceeds received under the Term Loan B Facility. The Company instructed the trustee to hold the Discharge Amount as trust moneys pursuant to the Indenture and to pay all outstanding Notes at the Redemption Price.