- Current report filing (8-K)
14 Aprile 2010 - 11:14PM
Edgar (US Regulatory)
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):
April 8, 2010
EMERGENCY MEDICAL SERVICES
CORPORATION
EMERGENCY
MEDICAL SERVICES L.P.
(
Exact name of each
registrant as specified in its charter
)
Delaware
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001-32701
333-127115
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20-3738384
20-2076535
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(State or other jurisdiction
of incorporation)
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(Commission
File Numbers)
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(IRS Employer
Identification Nos.)
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6200
S. Syracuse Way, Suite 200, Greenwood Village, Colorado
(Address of principal executive offices)
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80111
(Zip Code)
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(303) 495-1200
(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 registrants 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))
Section 1 Corporate Governance
and Management.
Item
1.01 Entry into a Material
Definitive Agreement
The
information under Item 2.03 below is incorporated by reference into this Item
1.01.
Section 2
- Financial Information
Item
2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On April 8, 2010, Emergency
Medical Services Corporation (the Company), through AMR Holdco, Inc., a
Delaware corporation, Emcare Holdco, Inc., a Delaware corporation
(collectively with AMR Holdco, Inc., the Borrowers) and Emergency
Medical Services L.P., as parent guarantor (EMS LP), a Delaware limited
partnership, entered into a Credit Agreement (the Credit Agreement) in order
to refinance its senior secured credit facilities, which now consist of a $425
million 5-year term loan and a $150 million revolving credit facility, both of
which will mature in 2015. Under the
revolving credit facility, issuances of standby letters of credit are subject
to a $75 million limit, and issuances of swingline loans are subject to a $10
million limit. The Credit Agreement
replaces the Companys previous credit agreement, dated as of February 10,
2005, as amended by Amendment No. 1, dated March 29, 2005 and
Amendment No. 2, dated March 7, 2007 (the Existing Credit Agreement),
by and among the Borrowers, EMS LP, Bank of America, N.A. as administrative
agent and the other lenders from time to time party thereto.
Proceeds
of the initial loans borrowed under the Credit Agreement and cash on hand have
been used to repay the outstanding balance of the Companys approximately $200
million of term loans that were outstanding under the Existing Credit Agreement
and to effect a redemption of its 10% senior subordinated notes, with an
outstanding balance of $250 million, through a satisfaction and discharge. The
redemption process with respect to the senior subordinated notes was initiated
contemporaneous with closing under the Credit Agreement by an irrevocable
deposit of funds with the notes trustee and is expected to be completed by
mid-May.
Interest
Rate and Fees
The
senior secured credit facilities carry interest at the alternative base rate
plus an applicable margin of 2.00%, or the LIBOR rate plus an applicable margin
of 3.00%. The applicable margins are
subject to adjustment based on the Total Leverage Ratio (as defined in the
Credit Agreement) of the Company. If the
Companys Total Leverage Ratio is at or below 1.20 to 1.0, the margin for loans
based on LIBOR will be 2.75% and the margin for loans based on the alternative
base rate will be 1.75%. There is a
commitment fee of 0.50% per annum, payable on the unused portions of the
revolving credit facility.
2
Amortization
The
term loan is subject to quarterly amortization of principal (in quarterly
installments), with 2.50% of the initial aggregate principal payable in the
first year, 5.00% of the initial aggregate principal amount payable in the
second year, 7.50% of the initial aggregate principal amount payable in the
third and fourth year, respectively and 77.5% of the initial aggregate
principal amount payable in the final year.
Advances
under the revolving credit facility may be made, and Letters of Credit may be
issued, on a revolving basis up to the full amount of the revolving credit
facility.
Prepayments
The
senior secured credit facilities are required to be prepaid with:
(a)
100% of all net cash
proceeds (i) from sales of property and assets of EMS LP and its
subsidiaries, (ii) of Extraordinary Receipts (as defined in the Credit
Agreement, which excludes receipts in the ordinary course of business) and (iii) from
the issuance or incurrence after April 8, 2010 of additional debt of EMS
LP or any of its subsidiaries otherwise permitted under the loan documentation,
and
(b)
50% of Excess Cash Flow (as
defined in the Credit Agreement) of EMS LP and its subsidiaries with reductions
to 0% if the total leverage ratio reduces as described in the Credit Agreement;
in each case subject to exceptions, thresholds and reinvestment rights
consistent with those in the Existing Credit Agreement.
The
Company may voluntarily prepay both the term loan facility and the revolving
credit facility without premium or penalty, subject to certain conditions being
met.
3
Increase
in Senior Secured Credit Facilities
Additional
term loans, as a new tranche of term loans, or an increase in commitments under
the revolving credit facility are possible under the Credit Agreement, based on
certain conditions, such as total leverage levels, the absence of an event of
default and compliance with financial covenants on a
pro forma
basis.
The
foregoing description of the Credit Agreement is qualified in its entirety by
reference to the Credit Agreement, which is attached hereto as Exhibit 99.1
and which is incorporated by reference herein.
Section 7
- Regulation FD
Item
7.01 Regulation FD
Disclosure
On
April 8, 2010, the Company issued a press release announcing the
completion of the Financing. A copy of
the press release is attached as Exhibit 99.2.
The
information in this Item 7.01, including the exhibit filed under this Item
7.01, shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities under that Section, nor shall it be deemed to be
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Section 9
Financial Statements and Exhibits
Item
9.01
Financial Statements and Exhibits.
(d)
Exhibits
.
Exhibit Number
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Description of Exhibit
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99.1
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Credit Agreement, dated April 8, 2010
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99.2
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Press Release of Emergency Medical Services
Corporation, dated April 8, 2010
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4
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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EMERGENCY
MEDICAL SERVICES CORPORATION
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(Registrant)
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April 14, 2010
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By:
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/s/ Todd G. Zimmerman
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Todd G. Zimmerman
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Executive Vice President
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5
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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EMERGENCY
MEDICAL SERVICES L.P.
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(Registrant)
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By:
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Emergency
Medical Services Corporation,
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its
General Partner
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April 14, 2010
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By:
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/s/ Todd G. Zimmerman
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Todd G. Zimmerman
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Executive Vice
President
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6
EXHIBIT
INDEX
Exhibit Number
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Description
of Exhibit
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99.1
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Credit Agreement, dated April 8, 2010
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99.2
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Press Release of Emergency Medical Services
Corporation, dated April 8, 2010.
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7
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