Item 1.01. Entry into a Material Definitive Agreement.
On May 15, 2020, Encompass Health Corporation (the "Company") completed the
public offering of $300,000,000 aggregate principal amount of the Company's
4.500% Senior Notes due 2028 (the "Additional 2028 Notes") and $300,000,000
aggregate principal amount of the Company's 4.750% Senior Notes due 2030 (the
"Additional 2030 Notes" and, together with the Additional 2028 Notes, the
"Additional Notes"), which Additional Notes are guaranteed on a senior unsecured
basis by certain of the Company's subsidiaries (the "Guarantors"). The
Additional Notes and related guarantees have been registered with the Securities
and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to the Company's and the Guarantors' shelf
registration statement on Form S-3, as amended (File No. 333-220519), as
supplemented by the Company's and the Guarantors' prospectus supplement dated
May 12, 2020, previously filed with the SEC under the Securities Act.
The terms of the Additional 2028 Notes are governed by the previously executed
Indenture, dated as of December 1, 2009 (the "Base Indenture"), between the
Company and Wells Fargo Bank, National Association, as successor to The Bank of
Nova Scotia Trust Company of New York, as trustee (the "Trustee"), and the
Eighth Supplemental Indenture, dated September 18, 2019 (the "Eighth
Supplemental Indenture"), among the Company, the subsidiary guarantors named
therein, and the Trustee. The terms of the Additional 2030 Notes are governed by
the Base Indenture and the Ninth Supplemental Indenture, dated September 18,
2019 (the "Ninth Supplemental Indenture" and together with the Eighth
Supplemental Indenture and the Base Indenture, the "Indenture"), among the
Company, the subsidiary guarantors named therein, and the Trustee.
The Additional 2028 Notes represent a further issuance of the Company's 4.500%
Senior Notes due 2028, of which $500,000,000 aggregate principal amount was
issued on September 18, 2019 (the "Existing 2028 Notes"). The Additional 2030
Notes represent a further issuance of the Company's 4.750% Senior Notes due
2030, of which $500,000,000 aggregate principal amount was issued on
September 18, 2019 (the "Existing 2030 Notes" and, together with the Existing
2028 Notes, the "Existing Notes"). Other than with respect to the date of
issuance, public offering price and first interest payment date, the Additional
Notes of each series have identical terms as the Existing Notes of such series.
The Additional 2028 Notes and the Additional 2030 Notes are treated as a single
series with the Existing 2028 Notes and the Existing 2030 Notes, respectively,
for all purposes under the Indenture, including notices, consents, waivers,
amendments, redemptions and any other action permitted under the Indenture, and
rank pari passu with the Existing Notes of such series. The New 2028 Notes have
the same CUSIP and ISIN numbers as, and vote together and are fungible with, the
Existing 2028 Notes. The New 2030 Notes have the same CUSIP and ISIN numbers as,
and vote together and are fungible with, the Existing 2030 Notes.
The following is a brief description of the terms of the Additional Notes and
the Indenture.
Maturity and Interest Payment Dates
Interest on the Additional Notes is payable semi-annually in arrears on
February 1 and August 1 of each year, commencing on August 1, 2020. The 2028
Notes will mature on February 1, 2028, and the 2030 Notes will mature on
February 1, 2030. Interest on the 2028 Notes will accrue at the rate
of 4.500% per annum, and interest on the 2030 Notes will accrue at the rate
of 4.750% per annum. Interest on the Additional Notes will accrue from
February 1, 2020.
Redemption
As set forth in the Eighth Supplemental Indenture, the Company may redeem some
or all of the Additional 2028 Notes (i) on or after February 1, 2023, at the
redemption prices specified in the Eighth Supplemental Indenture, or (ii) prior
to February 1, 2023, at a redemption price equal to 100% of the aggregate
principal amount therefor, plus accrued and unpaid interest, if any, to the
redemption date plus a "make-whole" premium. At any time prior to February 1,
2023, the Company may redeem up to 35% of the aggregate principal amount of the
Additional 2028 Notes in an amount not to exceed the amount of proceeds of one
or more equity offerings, at a price equal to 104.50% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the redemption date,
provided that at least 65% of the original aggregate principal amount of the
Additional 2028 Notes issued remains outstanding after the redemption.
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As set forth in the Ninth Supplemental Indenture, the Company may redeem some or
all of the Additional 2030 Notes (i) on or after February 1, 2025, at the
redemption prices specified in the Ninth Supplemental Indenture, or (ii) prior
to February 1, 2025, at a redemption price equal to 100% of the aggregate
principal amount therefor, plus accrued and unpaid interest, if any, to the
redemption date plus a "make-whole" premium. At any time prior to February 1,
2025, the Company may redeem up to 35% of the aggregate principal amount of the
Additional 2030 Notes in an amount not to exceed the amount of proceeds of one
or more equity offerings, at a price equal to 104.75% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the redemption date,
provided that at least 65% of the original aggregate principal amount of the
Additional 2030 Notes issued remains outstanding after the redemption.
Guarantees
The Additional Notes are jointly and severally guaranteed on a senior, unsecured
basis by all of the Company's existing and future subsidiaries that guarantee
borrowings under its credit agreement and other capital markets debt.
Ranking
The Additional Notes rank, along with the related guarantees, equal in right of
payment to the Company's current and future senior debt and senior in right of
payment to any future subordinated debt. The Additional Notes are effectively
subordinated to the Company's current and future secured debt, to the extent of
the value of the assets securing such debt, and any liabilities of the Company's
nonguarantor subsidiaries.
Covenants
The Indenture relating to the Additional Notes contains restrictive covenants
that, among other things, limit the Company's ability and the ability of certain
of its subsidiaries to, among other things, incur or guarantee additional
indebtedness; pay dividends on, or redeem or repurchase, its capital stock; make
investments; and merge, consolidate, or transfer all or substantially all of its
assets.
Change of Control
Upon the occurrence of a change of control, as defined in the Indenture, each
holder of the Additional Notes has the right to require the Company to
repurchase some or all of such holder's Additional Notes at a purchase price in
cash equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the date of repurchase.
Events of Default
The Indenture also provides for events of default which, if any of them occurs,
would permit or require the principal of and accrued interest on the Additional
. . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement.
The information included in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
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Item 8.01. Other Events.
On May 12, 2020, the Company and the Guarantors entered into an underwriting
agreement (the "Underwriting Agreement") with BofA Securities, Inc., acting on
behalf of itself and as representative of the several underwriters named therein
(collectively, the "Underwriters"), and the Underwriters, pursuant to which the
Company agreed to issue and sell to the Underwriters the Additional Notes in an
underwritten public offering. The Underwriting Agreement contains customary
representations, warranties and covenants of the Company and the Guarantors,
conditions to closing, indemnification obligations of the Company and the
Guarantors and the Underwriters, and termination and other customary provisions.
The Additional Notes have been issued and sold pursuant to the Registration
Statement and the related prospectus supplement dated May 12, 2020.
The Company intends to use the net proceeds from the sale of the Additional
Notes, together with cash on hand, to repay $350 million of outstanding
borrowings under the Company's revolving credit facility, with the remaining net
proceeds to be used for working capital and other general corporate purposes,
which may include repayment of outstanding indebtedness. Pending the use of the
net proceeds as described herein, the Company intends to use the net proceeds
from the sale of the Additional Notes to invest in
short-term interest-bearing instruments.
The foregoing description of the Underwriting Agreement is not intended to be
complete and is qualified in its entirety by reference to the Underwriting
Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated
herein by reference.
The Underwriters and certain of their affiliates have performed, and may in the
future perform, various commercial and investment banking and financial advisory
services for the Company and its affiliates, for which they have received or may
in the future receive customary fees and expenses. The Underwriters and/or
certain of their affiliates act as agents and/or lenders under the Company's
credit agreement and receive and are expected to receive customary fees for
their services as well as reimbursement for certain expenses.
Wells Fargo Bank, National Association, which is the Trustee under the Indenture
and paying agent and registrar for the Additional Notes, also serves as a lender
under the Company's credit agreement. Additionally, an affiliate of Wells Fargo
Bank, National Association served as an underwriter in the offering of the
Additional Notes. Wells Fargo Bank, National Association and certain of its
affiliates have performed, and may in the future perform, various commercial and
investment banking and financial advisory services for the Company and its
affiliates, for which they have received or may in the future receive customary
fees and expenses.
The expenses relating to the offering of the Additional Notes are estimated to
be as follows:
Amount to be paid
SEC Registration Fee: $ 76,907
Accounting Fees and Expenses: $ 100,000
Legal Fees and Expenses: $ 156,000
Printing Expenses: $ 37,000
Trustee's Fees and Expenses: $ 24,000
Rating Agency Fees: $ 846,000
Miscellaneous expenses: $ 55,000
Total: $ 1,294,907
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description of Exhibit
1.1 Underwriting Agreement, dated May 12, 2020, by and among Encompass
Health Corporation, its subsidiary guarantors named therein, BofA
Securities, Inc., as representative for the underwriters named
therein and for itself, and Barclays Capital Inc., Citigroup Global
Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC,
Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions
Securities LLC, SunTrust Robinson Humphrey, Inc., Wells Fargo
Securities, LLC.
4.1 Indenture, dated as of December 1, 2009, by and between the
Company and the Trustee (incorporated herein by reference to Exhibit
4.7.1 to the Company's Annual Report on Form 10-K for the year ended
December 31, 2009 filed on February 23, 2010).
4.2 Eighth Supplemental Indenture, dated as of September 18, 2019, by
and among the Company, the Guarantors and the Trustee (relating to
the 4.500% Notes due 2028) (incorporated by reference to Exhibit 4.2
to the Company's Current Report on Form 8-K filed on September 18,
2019).
4.3 Ninth Supplemental Indenture dated as of September 18, 2019, by
and among the Company, the Guarantors and the Trustee (relating to
the 4.750% Notes due 2030) (incorporated by reference to Exhibit 4.3
to the Company's Current Report on Form 8-K filed on September 18,
2019).
4.4 Form of Global Note representing the Additional 2028 Notes
(included in Exhibit 4.2).
4.5 Form of Global Note representing the Additional 2030 Notes
(included in Exhibit 4.3).
5.1 Opinion of Maynard, Cooper and Gale, P.C.
5.2 Opinion of Bradley Arant Boult Cummings LLP.
5.3 Opinion of Hawley Troxell Ennis & Hawley LLP.
5.4 Opinion of Snell & Wilmer L.L.P.
23.1 Consent of Maynard, Cooper and Gale, P.C. (included in Exhibit
5.1).
23.2 Consent of Bradley Arant Boult Cummings LLP (included in Exhibit
5.2).
23.3 Consent of Hawley Troxell Ennis & Hawley LLP (included in Exhibit
5.3).
23.4 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.4).
104 Cover Page Interactive Data File - the cover page iXBRL tags are
embedded within the Inline XBRL document.
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