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 February 11, 2022, Mednax, Inc.a Florida company (the “Company”), issued $400 million aggregate principal amount of 5.375% senior unsecured notes due 2030 (the “Notes”) pursuant to the Company’s existing base trust indenture, dated
December 8, 2015(as supplemented and amended prior to the date hereof, the “Basic Trust Indenture”), as supplemented by the Seventh Supplemental Trust Indenture, dated February 11, 2022 (the “Seventh Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and between the Company,
US Bank Trust Company, National Associationas trustee (the “Trustee”) and certain subsidiaries and affiliates of the Company as guarantors (the “Guarantors”).

The net proceeds received by the Company from the sale of the tickets were approximately $394.5 millionafter deduction of discounts and estimated offering costs payable by the Company, and has been utilized, with approximately $350 million received under the Credit Agreement (as defined below) and cash on hand, to redeem all of the Company’s outstanding 6.250% Senior Notes due 2027.

The Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by the Guarantors. The Notes expire on February 15, 2030and interest on the Notes will accrue at the rate of 5.375% per annum, payable semi-annually in cash on February 15 and August 15th of each year, with a first payment of interest on August 15, 2022.

Any time before February 15, 2025, the Company may redeem all or part of the Bonds, subject to prior notice of at least 15 days and at most 60 days, at a redemption price equal to 100% of their principal amount, plus the applicable compensation premium and accrued and unpaid interest up to (but not including) the redemption date. On or after February 15, 2025the Company may redeem all or part of the Bonds subject to at least 15 days’ notice and not more than 60 days’ notice, at the redemption prices (expressed as a percentage of the principal amount) indicated below plus accrued and unpaid interest, the where applicable, on the redeemed Notes, up to (but not including) the applicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the years listed below:



Period                Redemption Price
2025                            102.688 %
2026                            101.344 %
2027 and thereafter             100.000 %



Moreover, before February 15, 2025the Company may redeem up to 35% of the aggregate principal amount of the Notes with the net proceeds of certain share offerings at a redemption price equal to 105.375% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, the where applicable, on the redeemed Notes, up to (but not including) the applicable redemption date.

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 United States to qualified institutional buyers under Rule 144A of the Securities Act and outside United States to no-we persons in accordance with Regulation S of the Securities Act. The Securities may not be re-offered or resold in United States lack of registration or an applicable exemption from the applicable registration requirements.

Senior Unsecured Credit Agreement

Also on February 11, 2022 (the “Credit Agreement Closing Date”), the Company has entered into Amendment No. 4 to the Credit Agreement (the “Amendment”), by and between the Company, the Guarantors, Bank of America, North America. as administrative agent, and the various banks and other financial institutions that are parties thereto as lenders. The amendment modifies and reaffirms in its entirety that certain credit agreements, dated October 30, 2017as amended by amendment no. 1 to the credit agreement, dated 21 November,

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2018, Amendment No. 2 to the credit agreement, dated March 28, 2019and amendment no. 3 to the credit agreement, dated March 25, 2020 (as amended by the Amendment, the “Credit Agreement”), by and between the Company, JP Morgan Chase Bank, North Americaas administrative agent, the Guarantors and the lenders and other parties thereto, to, among other things, (i) refinance the prior unsecured revolving credit facility with a $450 million unsecured revolving credit facility, including a $37.5 million sub-facility for the issuance of letters of credit (“the revolving line of credit”), and a new $250 million Term Loan A Facility (the “Term Loan A”) and (ii) delete JPMorgan Chase Bank, North America. as administrative agent, and appoint Bank of America, North America. as administrative agent for the lenders under the credit agreement.

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 February 11, 2027 (the “Maturity Date”) and is guaranteed without warranty by the Guarantors. Term Loan A will amortize in equal quarterly installments, commencing in the second quarter of 2022, in an aggregate annual amount equal to 5.0% per annum until the third anniversary of the closing date of the credit, 7.5% per year after the third anniversary of the Closing Date of the Credit Agreement until the fourth anniversary of . . .

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 February 14, 2022, the Company issued a press release announcing the sale of the tickets and entry into the amendment, a copy of which is provided as Exhibit 99.1 to this Current Report on Form 8-K. The information provided in this Section 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the responsibilities of this section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act, unless otherwise expressly stated by specific reference in such filing.

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