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EX-99.1 - EX-99.1 - TLC VISION CORP | c58371exv99w1.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: May 20, 2010
(Date of earliest event reported)
(Date of earliest event reported)
TLC Vision Corporation
(Exact name of registrant as specified in its charter)
New Brunswick, | ||||
Canada | 000-29302 | 980151150 | ||
(State or other jurisdiction | (Commission File | (IRS Employer | ||
of incorporation) | Number) | Identification Number) |
5280 Solar Drive, Suite 100 | ||
Mississauga, Ontario | L4W 5M8 | |
(Address of principal executive offices) | (Zip Code) |
636-534-2300
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)
(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)) |
Item 2.01. Completion of Acquisition or Disposition of Assets.
TLC Vision Corporation (the Company) previously disclosed that on May 6, 2010, the U.S.
Bankruptcy Court for the District of Delaware (the Court) confirmed the joint Chapter 11 plan of
reorganization (the Plan) for the Company and its affiliates, TLC Vision (USA) Corporation (TLC
USA) and TLC Management Services, Inc. (TLC MSI) in its Form 8-K filed with the United States
Securities and Exchange Commission (the SEC) on May 11, 2010. The Plan was subsequently
recognized by a Canadian court order and became effective on May 20, 2010. Information regarding
the Companys bankruptcy proceedings can be found in the Companys Form 8-Ks filed with the SEC on
December 24, 2009, February 10, 2010, February 19, 2010 and May 11, 2010, and in its Quarterly
Report on Form 10-Q filed with the SEC on May 17, 2010.
In accordance with the Plan, on May 20, 2010, affiliates of Charlesbank Capital Partners, LLC
(Charlesbank) and H.I.G. Capital, LLC (H.I.G.) acquired substantially all the assets of the
Company, including 100% of the equity of TLC USA and the Companys six refractive centers in
Canada. It is expected that any remaining assets of the Company will be liquidated in a Canadian
proceeding and that net proceeds of such liquidation, if any, will be distributed to the Companys
creditors in accordance with the Plan.
The Plan also provides for the payment in full in cash of all outstanding amounts owing to the
Companys senior secured lenders and up to $9.5 million in cash and a promissory note of up to $3.0
million to satisfy unsecured creditors of the Company, TLC USA and TLC MSI.
On February 3, 2010, the Company, TLC USA and TLC MSI entered into a plan sponsor agreement
(the PSA) with certain affiliates of a fund managed by Charlesbank, which was amended on February
12, 2010. On February 12, 2010, the Court approved the amended PSA backed by affiliates of
Charlesbank and H.I.G. regarding a new plan of reorganization which provides for the payment in
full of all outstanding amounts owing to the Companys senior secured lenders. In connection with
the amended PSA, the Court also approved $25 million in debtor-in-possession financing provided by
Charlesbank and H.I.G. for repayment of the Companys debtor-in-possession financing. The Company
had previously entered into a $15 million Senior Secured Super Priority Debtor in Possession Credit
Agreement dated December 23, 2009 with various lenders. The $25 million in debtor-in-possession
financing was provided pursuant to a Junior Secured Superpriority Debtor-in-Possession Credit
Agreement dated as of February 3, 2010.
As of May 20, 2010, the Company has repaid all amounts owed under its debtor-in-possession
financing, as well as all outstanding amounts owed to the Companys senior secured lenders, which
include Charlesbank, H.I.G. and their affiliates. Claims held by unsecured creditors, which
include Charlesbank, H.I.G. and their affiliates, will be paid in accordance with the Plan.
There are no other material relationships among the Company and its affiliates, on the one
hand, and Charlesbank, H.I.G. or any of their respective affiliates, on the other hand, except as
disclosed in this Current Report on Form 8-K.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) In accordance with the Plan, the Companys directors and officers have resigned, effective May
20, 2010.
Item 7.01. Regulation FD Disclosure.
On May 20, 2010, the Company issued a press release regarding its financial restructuring, TLC
USAs emergence from Chapter 11 bankruptcy as a newly reorganized, private company, and TLC USAs
new board of directors. The press release is attached hereto as Exhibit 99.1 and incorporated by
reference herein.
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.
(d) Exhibits
99.1 | Press Release of TLC Vision Corporation dated May 20, 2010 |
SIGNATURE
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.
Dated: May 20, 2010 | TLC VISION CORPORATION |
|||
By: | /s/ James J. Hyland | |||
James J. Hyland | ||||
VP Investor Relations | ||||
Exhibit Index
Exhibit No. | Description | |
99.1
|
Press Release of TLC Vision Corporation dated May 20, 2010 |