MEDNAX, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Settlement FD Disclosure (Form 8-K)
Section 1.01 Entering into a Material Definitive Agreement.
Issuance of senior notes
At
The net proceeds received by the Company from the sale of the tickets were approximately
The Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by the Guarantors. The Notes expire on
Any time before
Period Redemption Price 2025 102.688 % 2026 101.344 % 2027 and thereafter 100.000 %
Moreover, before
The Company is not obligated to make any mandatory repayments or sinking fund payments with respect to the Notes; it being understood that in the event of a change of control of the Company (as defined in the Deed of Trust), each holder shall have the right to require the Company to redeem all or part of the Bonds of such holder at a price of purchase equal to 101% of the aggregate principal amount of the Securities redeemed plus accrued and unpaid interest, if any, on the Securities redeemed, up to (but not including) the date of purchase.
The Indenture, among other things, limits the ability of the Company and its subsidiaries to (1) incur liens and (2) enter into sale and leaseback transactions, and also limits the ability of the Company and Guarantors to merge or divest all or substantially all of their assets, in any event, subject to a number of customary exceptions. The Indenture provides for customary events of default (subject in some cases to customary grace and relief periods), including non-payment, breach of Trust Indenture covenants, defaults in payment, failure to pay certain judgments and certain cases of bankruptcy and insolvency. Generally, if an Event of Default occurs, the Trustee or the holders of at least 25% of the aggregate Principal Amount of Notes then outstanding may declare that the Principal Amount and Premium, if any, and accrued interest, if any, on the Notes will be due and payable immediately.
The Notes were sold to certain initial purchasers (the “Initial Purchasers”) pursuant to a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes are expected to be resold by the original purchasers in
Senior Unsecured Credit Agreement
Also on
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2018, Amendment No. 2 to the credit agreement, dated
In addition, the Company may increase the principal amount of the Revolving Line of Credit or incur additional term loans under the Credit Agreement in such aggregate principal amount as, on a pro forma basis, after giving effect to this increase or these additional term loans, the Company is in compliance with the financial covenants, subject to the satisfaction of specific conditions and additional ceilings in the event of securing the Credit Agreement.
The credit agreement expires on
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Section 7.01 Disclosure of FD Rules.
At
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