Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously reported, on September 9, 2020, Mednax, Inc., a Florida
corporation ("the "Company"), through Mednax Services, Inc., a Florida
corporation and wholly owned subsidiary of the Company ("Mednax Services"),
entered into a Securities Purchase Agreement (the "Purchase Agreement") with
Radiology Partners, Inc., a Delaware corporation ("Radiology Partners"),
pursuant to which, on December 15, 2020, Radiology Partners acquired all of the
outstanding equity interests (the "Transaction") of Redwood Radiology, LLC, a
Delaware limited liability company and wholly owned subsidiary of Mednax
Services, which owned the Company's radiology and teleradiology medical group,
branded as Mednax Radiology Solutions.
The foregoing description of the Purchase Agreement is not complete and is
qualified in its entirety by (i) the full text of the Purchase Agreement and the
pro forma financial statements for the Transaction, copies of which are filed as
Exhibit 2.1 and Exhibit 99.1 hereto, respectively, which are each incorporated
by reference herein, (ii) the description of the Purchase Agreement contained in
Item 8.01 of the Company's Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission (the "Commission") on September 10, 2020,
which is incorporated by reference herein, and (iii) the description of the
Purchase Agreement contained in Item 1.01 of the Company's Current Report on
Form 8-K filed with the Commission on September 15, 2020, which is incorporated
by reference herein.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The Company previously delivered a conditional notice of full redemption to U.S.
Bank National Association (the "Trustee"), the trustee for the Company's 5.25%
senior unsecured notes due December 1, 2023 (the "2023 Notes"), to redeem all
$750 million of the outstanding principal amount of the 2023 Notes on January 7,
2021 (the "Redemption Date") pursuant to the optional redemption provisions of
the Indenture, dated December 8, 2015, as supplemented by the First Supplemental
Indenture, dated December 8, 2015 (collectively and as further supplemented, the
"Indenture"), governing the 2023 Notes (the "Redemption"). The Redemption was
subject to and conditioned upon the closing of the Transaction. Pursuant to the
terms of the Indenture, the 2023 Notes will be redeemed at the redemption price
of 101.313% of the principal amount thereof plus accrued and unpaid interest on
the 2023 Notes to, but not including, the Redemption Date. The Company intends
to fund the Redemption using a portion of the proceeds from the Transaction.
Item 7.01 Regulation FD Disclosure.
On December 16, 2020, the Company issued a press release disclosing the closing
of the Transaction. A copy of the press release is furnished as Exhibit 99.2
hereto and is incorporated by reference herein. The information contained in
this Item 7.01, including Exhibit 99.2, shall not be deemed "filed" with the
Commission nor incorporated by reference in any registration statement or other
document filed by the Company under the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
The board of directors of the Company (the "Board") has determined to not effect
the previously announced changes in name of (i) the Company to "Pediatrix
Medical Group, Inc." and (ii) Mednax Services to "PMG Services, Inc.", which
were approved by the Company's shareholders at the Company's 2020 Annual Meeting
of Shareholders (the "Name Changes"), due to, among other factors, the cost to
fully implement the Name Changes, the diversity of the Company's remaining
physician services business beyond specific Pediatrix lines and the ability of
the Company's service lines to use the Company's Pediatrix and Obstetrix brands
without the need to re-brand the Company.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
PEDIATRIX MEDICAL GROUP, INC. 
