Item 1.01 Entry into a Material Definitive Agreement.
Sixth Amendment to Credit Agreement
On May 3, 2021, SP Holdco I, Inc., a Delaware corporation ("Holdings"), and
Surgery Center Holdings, Inc., a Delaware corporation (the "Borrower") and
certain wholly-owned subsidiaries of the Borrower party thereto from time to
time, entered into a sixth amendment to credit agreement, dated as of May 3,
2021 (the "Sixth Amendment"), with Jefferies Finance LLC, as administrative
agent and collateral agent, and the other financial institutions and lenders
party thereto, which amended the credit agreement, originally dated as of August
31, 2017, by and among the Borrower, Holdings, certain wholly-owned subsidiaries
of the Borrower party thereto from time to time, Jefferies Finance LLC, as
administrative agent and collateral agent, and the other financial institutions
party thereto from time to time (as amended prior to May 3, 2021) (the "Credit
Agreement"). The Sixth Amendment provides for, among other things, a new tranche
of term loans under the Credit Agreement in an aggregate original principal
amount of approximately $1,545,304,544 (the "New Term Loans"), which New Term
Loans replace or refinance in full all of the existing term loans outstanding
under the Credit Agreement (as in effect immediately prior to the Sixth
Amendment), all as further set forth in the Sixth Amendment. The New Term Loans
mature on August 31, 2026 (or, if at least $185 million of the Borrower's 6.750%
senior unsecured notes due 2025 shall have not either been repaid, repurchased
or redeemed or refinanced with indebtedness having a maturity date not earlier
than 91 days after August 31, 2026 by no later than April 1, 2025, then April 1,
2025). The New Term Loans shall bear interest at a rate per annum equal to (x)
LIBOR plus a margin of 3.75% per annum (LIBOR with respect to the New Term Loans
shall be subject to a floor of 0.75%) or (y) an alternate base rate (which will
be the highest of (i) the prime rate, (ii) 0.5% per annum above the federal
funds effective rate and (iii) one-month LIBOR plus 1.00% per annum (the
alternate base rate with respect to the New Term Loans shall be subject to a
floor of 1.75%)) plus a margin of 2.75% per annum. The New Term Loans are
subject to quarterly amortization in an aggregate original principal amount of
approximately 1.0% per annum. Voluntary prepayments of the New Term Loan are
permitted, in whole or in part, with prior notice, without premium or penalty
(except LIBOR breakage costs and a call premium in the case of certain repricing
events within a specified period of time after May 3, 2021, as further set forth
in the Sixth Amendment).
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth, or incorporated by reference, in Item 1.01 above with
respect to the Sixth Amendment is hereby incorporated by reference into this
Item 2.03, insofar as it relates to the information required to be disclosed
under this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Sixth Amendment to the Credit Agreement, dated as of May 3, 2021, by and
among SP Holdco I, Inc., Surgery Center Holdings, Inc., the other Guarantors
party thereto Jefferies Finance LLC and the other lenders party thereto.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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