8-K

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): December 1, 2016(December 1, 2016)

AMSURG CORP.

(Exact Name of Registrant as Specified in its Charter)

Tennessee	001-36531	62-1493316
(State or Other Jurisdiction of Incorporation)	(Commission  File Number)	(I.R.S. Employer  Identification No.)
1A Burton Hills Boulevard
Nashville, Tennessee		37215
(Address of Principal Executive Offices)		(Zip Code)

(615) 665-1283

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

On December 1, 2016, pursuant to the Agreement and Plan of Merger, dated as of June 15, 2016 (the “Merger Agreement”), by and among Envision Healthcare Holdings, Inc. (“Envision”), AmSurg Corp. (“AmSurg”) and Envision Healthcare Corporation (formerly known as New Amethyst Corp., the “Company”), Envision and AmSurg completed the combination of their businesses through a merger of equals. Pursuant to the Merger Agreement, AmSurg merged with and into the Company, with the Company surviving (“Merger 1”). Immediately following Merger 1, Envision merged with and into the Company, with the Company surviving (together with “Merger 1,” the “Mergers”).

Envision and AmSurg issued a joint press release announcing the completion of the Mergers, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

In addition, on December 1, 2016, AmSurg announced the early results of its tender offer to purchase for cash any and all of its outstanding $250,000,000 aggregate principal amount 5.625% senior notes due 2020 (the “2020 Notes”) and the related solicitation of consents to certain proposed amendments to the Indenture, dated November 20, 2012, which governs the 2020 Notes. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

99.1	Press Release dated December 1, 2016 Announcing Completion of Merger of AmSurg Corp. and Envision Healthcare Holdings, Inc.
99.2	Press Release dated December 1, 2016 Announcing Results of Tender Offer and Consent Solicitation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Envision Healthcare Corporation, as successor by merger to AmSurg Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Envision Healthcare Corporation, as successor by merger to AmSurg Corp.
By:	/s/ Claire M. Gulmi
	Claire M. Gulmi
	Executive Vice President and Chief Financial Officer
	(Principal Financial and Duly Authorized Officer)

Date:    December 1, 2016

INDEX TO EXHIBITS

Exhibit
Number	Description
99.1	Press Release dated December 1, 2016 Announcing Completion of Merger of AmSurg Corp. and Envision Healthcare Holdings, Inc.
99.2	Press Release dated December 1, 2016 Announcing Results of Tender Offer and Consent Solicitation.

EX-99.1

Exhibit 99.1

Contact:	Envision Healthcare Corporation
	Bob Kneeley
	Vice President, Investor Relations
	303-495-1245
	Bob.kneeley@evhc.net

ENVISION HEALTHCARE AND AMSURG

COMPLETE TRANSFORMATIONAL MERGER

Merger Creates a Nationwide Healthcare Organization with Platforms in Physician-Led

Services, Ambulatory Surgical Care, Post-Acute Care and Medical Transportation

NASHVILLE, Tenn. and GREENWOOD VILLAGE, Colo. - (December 1, 2016) - Envision Healthcare Holdings, Inc. (“Envision”) and AMSURG Corp. (“AMSURG”) today announced the completion of their merger, originally announced on June 15, 2016. The new combined company, Envision Healthcare Corporation (NYSE:EVHC), brings together two leading, complementary healthcare companies to form one of the nation’s largest provider organizations and is well-positioned to help shape the future of healthcare delivery. The new Envision will offer a compelling suite of solutions geared toward creating high performing clinical networks, including physician-led services, ambulatory surgery centers, post-acute care and medical transportation.

Envision Healthcare Corporation is co-headquartered in Nashville, Tennessee, and Greenwood Village, Colorado. The company’s common stock will begin trading on the New York Stock Exchange tomorrow, December 2, 2016, under the ticker symbol EVHC and will become part of the S&P 500 stock index.

William A. Sanger, Executive Chairman of Envision Healthcare Corporation, said “Our two organizations complement each other in a way few others could, and this merger accelerates our collective ability to positively impact healthcare delivery across the country. We are excited for the future and look forward to integrating the resources of Envision and AMSURG.”

Christopher A. Holden, President and Chief Executive Officer, added, “Envision Healthcare Corporation now has a national platform with a highly differentiated suite of solutions that will significantly increase our ability to empower physicians and serve clients. The marketplace remains highly fragmented, providing ample opportunities for us to expand our existing relationships with health systems and to present our performance-enhancing offerings to other key stakeholders in clinical networks across the country.”

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Envision Healthcare and AMSURG Complete Transformational Merger

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December 1, 2016

About Envision Healthcare Corporation

Envision Healthcare Corporation is a leading provider of physician-led services, ambulatory surgery center management, post-acute care and medical transportation. Physician-led services encompass providers at 780 hospitals in 45 states and include leadership positions in emergency department and hospitalist services, anesthesiology, radiology, and women’s / children’s services, as well as offerings in general surgery and office-based medicine. As a market leader in ambulatory surgical care, the company owns and operates 260 surgery centers and one surgical hospital in 35 states and the District of Columbia, with medical specialties ranging from gastroenterology to ophthalmology and orthopedics. Post-acute care is delivered through an array of clinical professionals and integrated technologies designed to contribute to efficient and effective population health management strategies. As a leader in healthcare transportation services, the company operates in 39 states and the District of Columbia. In total, the company offers a differentiated suite of clinical solutions on a national scale, creating value for health systems, payors, providers and patients. For additional information, visit www.evhc.net

Forward-Looking Statements

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 Healthcare Corporation’s (the “Company”) objectives, plans and strategies, and all statements (other than statements of historical facts) that address activities, events or developments that the Company intends, expects, projects, believes or anticipates 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 the Company’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 the Company undertakes 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 each of the Company, Envision and AMSURG have filed with the Securities and Exchange Commission; (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 successfully integrate the Company’s operations and employees following the merger; (viii) the ability to realize anticipated benefits and synergies of the business combination; and (ix) the potential impact of the consummation of the transaction on the Company’s relationships, including with employees, customers and competitors; and (x) other circumstances beyond the Company’s control. Refer to the section entitled “Risk Factors” in each of Envision’s and AMSURG’s annual and quarterly reports filed in 2016 for a discussion of important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements.

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EX-99.2

Exhibit 99.2

Contact:	Claire M. Gulmi
	Executive Vice President and
	Chief Financial Officer
	(615) 665-1283

AMSURG CORP. ANNOUNCES RESULTS OF TENDER OFFER AND CONSENT SOLICITATION RELATING TO ITS 5.625% SENIOR NOTES DUE 2020

NASHVILLE, Tenn. - (December 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.

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AMSURG Corp. Announces Results of Tender Offer and Consent Solicitation

   Relating to Its 5.625% Senior Notes Due 2020

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December 1, 2016

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 amsurg@dfking.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.

Forward-Looking Statements

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.

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