AMSURG Corp. (NASDAQ: AMSG) today announced that its newly formed
wholly-owned unrestricted subsidiary AmSurg Escrow Corp. has priced a
private offering of $1.1 billion aggregate principal amount of senior
unsecured notes due 2022 (the "Notes"). The Notes will be sold to
qualified institutional buyers at a price of 100% of the principal
amount thereof and will bear interest at a rate equal to 5.625% per
The gross proceeds from the sale of the Notes will be deposited into a
segregated escrow account subject to customary escrow provisions to
secure the Notes, together with a contribution from AMSURG in an amount
equal to the accrued interest through the last possible date of
mandatory redemption of the Notes, until the proposed transaction with
Sheridan is consummated. Upon consummation of the transaction, the
escrowed funds will be released and applied to consummate the
transaction, AmSurg Escrow Corp. will merge with and into AMSURG, with
AMSURG surviving the merger, and the Notes will be the senior
obligations of AMSURG.
AMSURG intends to use the net proceeds from this private offering,
together with its recently announced registered public offerings of
common stock and 5.250% Mandatory Convertible Preferred Stock,
additional debt financing and cash on hand, to finance the cash
consideration to be paid to consummate the Sheridan transaction, as well
as reay borrowings under AMSURG's existing revolving credit facility,
repay the outstanding balance of its senior secured notes due 2020 and
pay fees and expenses related to the Sheridan transaction.
The Notes have not been registered under the Securities Act of 1933 (the
"Securities Act") or the securities laws of any other jurisdiction and
may not be offered or sold in the United States absent registration or
an applicable exemption from such registration requirements. Unless so
registered, the Notes may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements of
the Securities Act and applicable state securities laws. This press
release will not constitute an offer to sell or a solicitation of an
offer to buy any Notes or any other securities of AMSURG.
This press release contains forward-looking statements within the
meaning of the federal securities laws, including statements related to
the Sheridan transaction and the expected use of the net proceeds
therefrom, which are based on current expectations, forecasts and
assumptions that involve risks and uncertainties that could cause actual
outcomes and results to differ materially. Forward-looking statements
relate to expectations, beliefs, projections, future plans and
strategies, anticipated events or trends and similar expressions
concerning matters that are not historical facts. In some cases, you can
identify forward-looking statements by the use of forward-looking
terminology such as "may," "will," "should," "expects," "intends,"
"plans," "anticipates," "believes," "estimates," or "predicts," or the
negative of these words or phrases or similar words or phrases, which
are predictions of or indicate future events or trends and which do not
relate solely to historical matters. While forward-looking statements
reflect AMSURG's good faith beliefs, assumptions and expectations, they
are not guarantees of future performance. Furthermore, AMSURG disclaims
any obligation to publicly update or revise any forward-looking
statement to reflect changes in underlying assumptions or factors, of
new information, data or methods, future events or other changes.
Certain risks and uncertainties related to AMSURG's business are or will
be described in greater detail in AMSURG's filings with the Securities
and Exchange Commission. The information set forth herein should be read
in light of such risks.
About AMSURG Corp.
AMSURG Corp. acquires, develops and operates ambulatory surgery centers
in partnership with physician practice groups throughout the United
States. As of March 31, 2014, AMSURG owned and operated 242 centers.
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