Item 1.01. Entry into a Material Definitive Agreement.
On
The terms of the Notes are governed by the previously executed Indenture, dated
as of
The following is a brief description of the terms of the Notes and the Indenture.
Maturity and Interest Payment Dates
Interest on the Notes is payable semi-annually in arrears on
Redemption
As set forth in the Tenth Supplemental Indenture, the Company may redeem some or
all of the Notes (i) on or after
Guarantees
The 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 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 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 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.
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Change of Control
Upon the occurrence of a change of control, as defined in the Indenture, each holder of the Notes has the right to require the Company to repurchase some or all of such holder's 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 that, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.
The foregoing description of the Notes and the Indenture (including the form of the Note) is not intended to be complete and is qualified in its entirety by reference to such agreements, which are incorporated herein by reference and attached hereto as Exhibits 4.1 through 4.3.
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.
Item 8.01. Other Events.
On
The Company intends to use the net proceeds from the sale of the Notes, together
with cash on hand, to redeem at par all
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.
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The expenses relating to the offering of the Notes are estimated to be as follows: Amount to be paid SEC Registration Fee: $ 43,640 Accounting Fees and Expenses: $ 75,000 Legal Fees and Expenses: $ 114,500 Printing Expenses: $ 50,000 Trustee's Fees and Expenses: $ 24,000 Rating Agency Fees: $ 600,000 Miscellaneous expenses: $ 10,000 Total: $ 917,140 Forward-Looking Statements
Statements contained in this Current Report on Form 8-K that are not historical
facts are forward-looking statements. In addition, the Company, through its
senior management, may from time to time make forward-looking public statements
concerning the matters described herein. All such estimates, projections, and
forward-looking information speak only as of the date hereof, and the Company
undertakes no duty to publicly update or revise such forward-looking
information, whether as a result of new information, future events, or
otherwise. Such forward-looking statements are necessarily estimates based upon
current information and involve a number of risks and uncertainties. Actual
events or results may differ materially from those anticipated in these
forward-looking statements as a result of a variety of factors. While it is
impossible to identify all such factors, factors which could cause actual events
or results to differ materially from those estimated by the Company include, but
are not limited to, the impact of the COVID-19 pandemic on the Company's
operations, business, and financial condition, as well as its potential negative
impact on the Company's liquidity, particularly if the operations of acute-care
hospitals and physician practices remain disrupted for a significant amount of
time; the Company's ability to comply with extensive, complex, and ever-changing
regulations in the healthcare industry; any adverse outcome of various lawsuits,
claims, and legal or regulatory proceedings involving the Company, including any
matters related to yet undiscovered issues, if any, at acquired companies;
potential disruptions, breaches, or other incidents affecting the proper
operation, availability, or security of the Company's or a vendor's or partner's
information systems, including unauthorized access to or theft of patient,
business associate, or other sensitive information; changes, delays in
(including in connection with resolution of Medicare payment reviews or
appeals), or suspension of reimbursement for the Company's services by
governmental or private payors; general conditions in the economy and capital
markets, including any disruption, instability or uncertainty related to armed
conflict or an act of terrorism, governmental impasse over approval of
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description of Exhibit 1.1 Underwriting Agreement, datedSeptember 30, 2020 , by and amongEncompass Health Corporation , its subsidiary guarantors named therein,Truist Securities, Inc. , as representative for the underwriters named therein and for itself, andBarclays Capital Inc. ,BofA Securities, 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 andWells Fargo Securities, LLC . 4.1 Indenture, dated as ofDecember 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 endedDecember 31, 2009 ). 4.2 Tenth Supplemental Indenture, dated as ofOctober 5, 2020 , by and among the Company, the Guarantors and the Trustee (relating to the 4.625% Notes due 2031). 4.3 Form of Global Note representing the Notes (included in Exhibit 4.2). 5.1 Opinion ofMaynard, Cooper and Gale, P.C . 5.2 Opinion ofBradley Arant Boult Cummings LLP . 5.3 Opinion ofHawley Troxell Ennis & Hawley LLP . 5.4 Opinion ofSnell & Wilmer L.L.P. 23.1 Consent ofMaynard, Cooper and Gale, P.C . (included in Exhibit 5.1). 23.2 Consent ofBradley Arant Boult Cummings LLP (included in Exhibit 5.2). 23.3 Consent ofHawley Troxell Ennis & Hawley LLP (included in Exhibit 5.3). 23.4 Consent ofSnell & 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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