AMN HEALTHCARE SERVICES, INC. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
The New Notes were issued pursuant to the existing Indenture (as supplemented,
the "Indenture"), dated as of
The New Notes will be treated as a single series with the Existing Notes and will have the same terms (other than issue price, issue date and the date from which interest accrues) as those of the Existing Notes. The New Notes and the Existing Notes will vote as one class under the Indenture. Further, the New Notes will have the same CUSIP number as, and be fungible for trading purposes with, the Existing Notes (except that the New Notes issued pursuant to Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), will trade separately under a different CUSIP number until 40 days after the issue date of the New Notes, but thereafter any holders of any such New Notes may transfer the New Notes issued pursuant to Regulation S under the Securities Act into the same CUSIP number as the Existing Notes held under the Regulation S CUSIP number).
The Notes will mature on
The Notes rank pari passu in right of payment with all of the Issuer's existing and future senior indebtedness, senior to all of the Issuer's existing and future subordinated indebtedness and effectively subordinated to all of the Issuer's existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness.
The Guarantees are each Guarantor's senior unsecured obligations and rank pari passu in right of payment with all of such Guarantor's existing and future senior indebtedness, senior to all of such Guarantor's existing and future subordinated indebtedness and effectively subordinated to all of such Guarantor's existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness.
The Notes and the Guarantees are structurally subordinated to all existing and future indebtedness and other liabilities and preferred stock of any of the Issuer's subsidiaries that do not guarantee the Notes.
At any time and from time to time on and after
Redemption
Period Price
2022 102.313 %
2023 101.156 %
2024 and thereafter 100.000 %
At any time and from time to time prior to
In addition, the Issuer may redeem some or all of the Notes at any time and from
time to time prior to
Upon the occurrence of specified change of control events as defined in the Indenture, the Issuer must offer to repurchase the Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to (but excluding) the purchase date.
The Indenture contains covenants that, among other things, restrict the ability of Company, the Issuer and their restricted subsidiaries to:
· sell assets;
· pay dividends or make other distributions on capital stock, make payments
in respect of subordinated indebtedness or make other restricted
payments;
· make certain investments;
· incur or guarantee additional indebtedness or issue preferred stock;
· create certain liens;
· enter into agreements that restrict dividends or other payments from
their restricted subsidiaries to the Issuer, the Company or their
restricted subsidiaries;
· consolidate, merge or transfer all or substantially all of their assets;
· engage in transactions with affiliates; and
· create unrestricted subsidiaries.
These covenants are subject to a number of important exceptions and qualifications. The Indenture contains affirmative covenants and events of default that are customary for indentures governing high yield securities.
The Notes and the Guarantees are not subject to any registration rights agreement.
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