Attached files
file | filename |
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EX-99.1 - EX-99.1 - TLC VISION CORP | c56400exv99w1.htm |
EX-2.1 - EX-2.1 - TLC VISION CORP | c56400exv2w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 12, 2010
TLC Vision Corporation
(Exact name of registrant as specified in its charter)
New Brunswick | 000-29302 | 980151150 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
||
5280 Solar Drive, Suite 100, Mississauga, Ontario |
L4W 5M8 | |||
(Address of principal executive offices) |
(Zip Code) |
Registrants telephone number, including area code: (905) 602-2020
Not Applicable
Former
name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On February 12, 2010, TLC Vision Corporation (the Company) entered into an amendment to the plan
sponsor agreement (the PSA) dated February 3, 2010 between the Company, TLC Vision (USA)
Corporation, TLC Management Services, Inc. and certain affiliates of a fund managed by Charlesbank
Capital Partners (Charlesbank). On February 12, 2010, the United States Bankruptcy Court for the
District of Delaware (the Bankruptcy Court) approved an amended PSA backed by affiliates of
Charlesbank and H.I.G. Capital, LLC (H.I.G.) regarding a new plan of reorganization that would
result in the payment in full of all outstanding amounts owing to the Companys senior secured
lenders under its credit facility. In connection with the amended PSA, the Bankruptcy Court also
approved a $25 million in debtor-in-possession financing facility to be provided by Charlesbank and
H.I.G. that will be used to repay the Companys current debtor-in-possession financing. On
February 18, 2010, the Canadian Court entered orders recognizing the Bankruptcy Courts orders
issued on February 12, 2010.
In addition to the terms of the original PSA described in the Companys Current Report on 8-K dated
February 3, 2010, which was filed with the Securities and Exchange Commission on February 10, 2010,
including the acquisition by Charlesbank of substantially all the assets of the Company, including
100% of the equity of TLC Vision (USA) Corporation and the Companys six refractive centers in
Canada, and payments to employees and critical vendors in the ordinary course of business, the
amended plan of reorganization with Charlesbank and H.I.G. also provides for consideration in the
amount of up to $9.0 million in cash and a new promissory note of up to $3.0 million to be paid to
the Companys unsecured creditors. Subsequent to the previously announced Charlesbank transaction,
H.I.G. joined as a co-investor with Charlesbank in the acquisition of the Companys assets under
the plan. There is no assurance of any distribution of funds to the shareholders of the Company
under the plan and completion of the plan is subject to customary closing conditions, including
final confirmation by the Bankruptcy Court and the Canadian Court and regulatory approvals. The
Official Committee of Unsecured Creditors of the Company has also expressed its support of the plan
with Charlesbank and H.I.G.
The amendment to the PSA has been included to provide investors and security holders with
information regarding its terms. It is not intended to provide any other factual information about
the Company, Charlesbank or any of their respective subsidiaries or affiliates. The
representations, warranties and covenants contained in the PSA, as amended, were made only for
purposes of that agreement and as of specific dates, were solely for the benefit of the parties to
the PSA, as amended, may be subject to limitations agreed upon by the contracting parties,
including being qualified by confidential disclosures made for the purposes of allocating
contractual risk between the parties to the PSA, as amended, instead of establishing these matters
as facts, and may be subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors. Investors are not third-party beneficiaries under the
PSA, as amended, and should not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of facts or condition of the Company
or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of
the representations and warranties may change after the date of the PSA, and any amendments
thereto, which subsequent information may or may not be fully reflected in the Companys public
disclosures.
H.I.G. holds debt in the Company, including senior debt. There are no other material relationships
among the Company, on the one hand, and Charlesbank, H.I.G. or any of their respective affiliates
or any of the parties to the PSA, as amended, the debtor-in-possession credit agreement and related
agreements, on the other hand, except in respect of such agreements themselves and as disclosed in
this Current Report on Form 8-K or in the Companys Current Report on Form 8-K dated February 3,
2010, which was filed with the Securities and Exchange Commission on February 10, 2010.
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Item 7.01 Other Events.
On February 17, 2010, the Company issued a press release announcing the Bankruptcy Courts order
approving the amended PSA. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated by reference therein.
The information under this Item 7.01, including Exhibit 99.1 attached hereto, is intended to be
furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act
of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit 2.1 | | Amendment to the Plan Sponsor Agreement dated February 12, 2010 by and among TLC Vision Corporation and Thriller Acquisition Corp. |
Exhibit 99.1 | | February 17, 2010 Press Release. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
TLC Vision Corporation |
||||
February 18, 2010 | By: | /s/ James J. Hyland | ||
Name: | James J. Hyland | |||
Title: | VP Investor Relations |
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Exhibit Index
Exhibit | ||
No. | Description | |
2.1
|
Amendment to the Plan Sponsor Agreement dated February 12, 2010 by and among TLC Vision Corporation and Thriller Acquisition Corp. | |
99.1
|
February 17, 2010 Press Release. |