UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 6, 2014 (December 30, 2013)
ENVISION HEALTHCARE HOLDINGS, INC.
ENVISION HEALTHCARE CORPORATION
(Exact name of each registrant as specified in its charter)
Delaware |
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001-36048 |
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45-0832318 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Numbers) |
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Identification Nos.) |
6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado |
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80111 |
(Address of principal executive offices) |
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(Zip Code) |
(303) 495-1200
(Each registrants telephone number, including area code)
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On December 30, 2013, each of Accent Home Health Care Inc., Agape Health Care Agency, LLC., APH Laboratory Services, Inc., Care Connection of Cincinnati LLC, CMORx, LLC, EMSC ServicesCo, LLC, Evolution Health LLC, Evolution Mobile Imaging, LLC, Gem City Home Care, LLC., Greater Pinellas Transportation Management Services, Inc., Guardian Health Care, Inc., Guardian Healthcare Group, Inc., Guardian Healthcare Holdings, Inc., Guardian Ohio Newco, LLC, Health Priority Home Care, Inc., JLM Healthcare, Inc., KMAC, Inc., Oherbst, Inc., Rose Radiology, LLC, S. Fisher & S. Thomas Inc., Spotlight Holdco LLC, T.M.S. Management Group, Inc., TKG, Inc., Transportation Management Services of Brevard, Inc., and Velita Smith Home Health, Inc. (collectively, the Additional Guarantors) agreed pursuant to a Fifth Supplemental Indenture (the Fifth Supplemental Indenture), among Envision Healthcare Corporation (the Company), the Additional Guarantors and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee (the Trustee), to be a Subsidiary Guarantor under the terms of the Indenture, dated as of May 25, 2011 (as amended, supplemented, waived or otherwise modified, the Indenture), among the Company, as issuer, the existing guarantors party thereto, and the Trustee, and to guarantee on a senior basis the prompt payment when due of the principal and premium, if any, interest and other monetary obligations in respect of debt securities issued by the Company pursuant to the Indenture. The Additional Guarantors are indirect, wholly-owned subsidiaries of the Company.
This description of the Fifth Supplemental Indenture and related matters is not complete and is qualified in its entirety by the actual terms of the Fifth Supplemental Indenture, a copy of which is incorporated herein by reference and attached hereto as Exhibit 4.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
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Description |
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4.1 |
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Fifth Supplemental Indenture, dated as of December 30, 2013, by and among Envision Healthcare Corporation, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as Trustee, relating to the Indenture, dated as of May 25, 2011 (as amended, supplemented, waived or otherwise modified from time to time), among Envision Healthcare Corporation, the guarantors party thereto and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee. |
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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ENVISION HEALTHCARE HOLDINGS, INC. | |
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(Registrant) | |
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January 6, 2014 |
By: |
/s/ Craig A. Wilson |
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Craig A. Wilson |
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Senior Vice President, General Counsel and Secretary |
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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ENVISION HEALTHCARE CORPORATION | |
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(Registrant) | |
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January 6, 2014 |
By: |
/s/ Craig A. Wilson |
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Craig A. Wilson |
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Senior Vice President, General Counsel and Secretary |
EXHIBIT INDEX
Exhibit |
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Description |
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4.1 |
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Fifth Supplemental Indenture, dated as of December 30, 2013, by and among Envision Healthcare Corporation, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as Trustee, relating to the Indenture, dated as of May 25, 2011 (as amended, supplemented, waived or otherwise modified from time to time), among Envision Healthcare Corporation, the guarantors party thereto and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee. |
Exhibit 4.1
EXECUTION VERSION
Supplemental Indenture in Respect of Subsidiary Guarantees
FIFTH SUPPLEMENTAL INDENTURE, dated as of December 30, 2013 (this Supplemental Indenture), among the Guarantors listed on Schedule A hereto (the Subsidiary Guarantors and each, a Subsidiary Guarantor), Envision Healthcare Corporation (f/k/a Emergency Medical Services Corporation) (as successor by merger to CDRT Merger Sub, Inc., the Company), and each other then existing Subsidiary Guarantor under the Indenture referred to below (the Existing Guarantors), and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Company, any Existing Guarantors and the Trustee have heretofore become parties to an Indenture, dated as of May 25, 2011 (as amended, supplemented, waived or otherwise modified, the Indenture), providing for the issuance of Notes in series;
WHEREAS, Section 1308 of the Indenture provides that the Company is required to cause the Subsidiary Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the Subsidiary Guarantors shall guarantee the Companys Subsidiary Guaranteed Obligations under the Notes pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein and in Article XIII of the Indenture;
WHEREAS, each Subsidiary Guarantor desires to enter into such supplemental indenture for good and valuable consideration, including substantial economic benefit in that the financial performance and condition of such Subsidiary Guarantor is dependent on the financial performance and condition of the Company, the obligations hereunder of which such Subsidiary Guarantor has guaranteed, and on such Subsidiary Guarantors access to working capital through the Companys access to revolving credit borrowings under the Senior Credit Agreement; and
WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Subsidiary Guarantors, the Company, the Existing Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The
words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Agreement to Guarantee. Each Subsidiary Guarantor hereby agrees, jointly and severally with all other Subsidiary Guarantors and fully and unconditionally, to guarantee the Subsidiary Guaranteed Obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in Article XIII of the Indenture and to be bound by (and shall be entitled to the benefits of) all other applicable provisions of the Indenture as a Subsidiary Guarantor. The Subsidiary Guarantee of each Subsidiary Guarantor is subject to the subordination provisions of the Indenture.
3. Termination, Release and Discharge. Each Subsidiary Guarantors Subsidiary Guarantee shall terminate and be of no further force or effect, and each Subsidiary Guarantor shall be released and discharged from all obligations in respect of such Subsidiary Guarantee, as and when provided in Section 1303 of the Indenture.
4. Parties. Nothing in this Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of each Subsidiary Guarantors Subsidiary Guarantee or any provision contained herein or in Article XIII of the Indenture.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.
6. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.
7. Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.
8. Headings. The section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
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ENVISION HEALTHCARE CORPORATION | |
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By: |
/s/ Craig A. Wilson |
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Name: |
Craig A. Wilson |
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Title: |
Secretary |
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ACCENT HOME HEALTH CARE, INC. | |
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APH LABORATORY SERVICES, INC. | |
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GREATER PINELLAS TRANSPORTATION MANAGEMENT SERVICES, INC. | |
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GUARDIAN HEALTH CARE, INC. | |
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GUARDIAN HEALTHCARE GROUP, INC. | |
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GUARDIAN HEALTHCARE HOLDINGS, INC. | |
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HEALTH PRIORITY HOME CARE, INC. | |
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JLM HEALTHCARE, INC. | |
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KMAC, INC. | |
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OHERBST, INC. | |
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S. FISHER & S. THOMAS INC. | |
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T.M.S MANAGEMENT GROUP INC. | |
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TKG, INC., | |
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TRANSPORTATION MANAGEMENT SERVICES OF BREVARD, INC. | |
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VELITA SMITH HOME HEALTH, INC. | |
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By: |
/s/ Craig A. Wilson |
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Name: |
Craig A. Wilson |
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Title: |
Secretary |
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EMSC SERVICESCO, LLC, | |
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By: |
American Medical Response, Inc., |
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as Sole Member |
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By: |
/s/ Craig A. Wilson |
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Name: |
Craig A. Wilson |
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Title: |
Secretary |
[Signature Page to Fifth Supplemental Indenture]
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CMORX, LLC | |
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SPOTLIGHT HOLDCO LLC, | |
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By: |
EmCare, Inc., |
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as Sole Member |
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By: |
/s/ Craig A. Wilson |
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Name: |
Craig A. Wilson |
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Title: |
Secretary |
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EVOLUTION HEALTH LLC, | |
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By: |
Emergency Medical Services LP Corporation, |
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By: |
/s/ Craig A. Wilson |
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Name: |
Craig A. Wilson |
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Title: |
Secretary |
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EVOLUTION MOBILE IMAGING, LLC, | |
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By: |
Evolution Health, LLC, |
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as Sole Member, |
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By: |
Emergency Medical Services LP Corporation, |
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By: |
/s/ Craig A. Wilson |
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Name: |
Craig A. Wilson |
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Title: |
Secretary |
[Signature Page to Fifth Supplemental Indenture]
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AGAPE HEALTH CARE AGENCY, LLC. | |
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CARE CONNECTION OF CINCINNATI LLC | |
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GEM CITY HOME CARE, LLC. | |
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GUARDIAN OHIO NEWCO, LLC, | |
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By: |
Guardian Healthcare Holdings, Inc., |
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as Sole Member |
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By: |
/s/ Craig A. Wilson |
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Name: |
Craig A. Wilson |
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Title: |
Secretary |
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ROSE RADIOLOGY, LLC, | |
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By: |
Spotlight Holdco LLC |
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as Sole Member, |
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By: |
EmCare, Inc., |
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its Sole Member |
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By: |
/s/ Craig A. Wilson |
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Name: |
Craig A. Wilson |
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Title: |
Secretary |
[Signature Page to Fifth Supplemental Indenture]
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WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee | |
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By: |
/s/ Jane Schweiger |
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Authorized Officer |
[Signature Page to Fifth Supplemental Indenture]
Schedule A
Guarantor |
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Jurisdiction of Organization | |
1. Accent Home Health Care Inc. |
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Indiana |
2. Agape Health Care Agency, LLC. |
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Ohio |
3. APH Laboratory Services, Inc. |
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Texas |
4. Care Connection of Cincinnati LLC |
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Ohio |
5. CMORx, LLC |
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Texas |
6. EMSC ServicesCo, LLC |
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Delaware |
7. Evolution Health LLC |
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Delaware |
8. Evolution Mobile Imaging, LLC |
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Delaware |
9. Gem City Home Care, LLC. |
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Ohio |
10. Greater Pinellas Transportation Management Services, Inc. |
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Florida |
11. Guardian Health Care, Inc. |
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Texas |
12. Guardian Healthcare Group, Inc. |
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Delaware |
13. Guardian Healthcare Holdings, Inc. |
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Delaware |
14. Guardian Ohio Newco, LLC |
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Ohio |
15. Health Priority Home Care, Inc. |
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Texas |
16. JLM Healthcare, Inc. |
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Texas |
17. KMAC, Inc. |
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Texas |
18. Oherbst, Inc. |
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Texas |
19. Rose Radiology, LLC |
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Texas |
20. S. Fisher & S. Thomas Inc. |
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Texas |
21. Spotlight Holdco LLC |
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Delaware |
22. T.M.S. Management Group, Inc. |
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Florida |
23. TKG, Inc. |
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Oklahoma |
24. Transportation Management Services of Brevard, Inc. |
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Florida |
25. Velita Smith Home Health, Inc. |
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Texas |
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