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EX-99.3 - EX-99.3 - INSIGHT HEALTH SERVICES HOLDINGS CORP | a58007exv99w3.htm |
EX-99.1 - EX-99.1 - INSIGHT HEALTH SERVICES HOLDINGS CORP | a58007exv99w1.htm |
EX-99.2 - EX-99.2 - INSIGHT HEALTH SERVICES HOLDINGS CORP | a58007exv99w2.htm |
Table of Contents
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) November 29, 2010
InSight Health Services Holdings Corp.
(Exact name of registrant as specified in its charter)
Delaware | 333-75984-12 | 04-3570028 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
of incorporation) | Identification No.) |
26250 Enterprise Court, Suite 100, Lake Forest, CA 92630
(Address of principal executive offices) (Zip Code)
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (949) 282-6000
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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement | ||||||||
Item 7.01 Regulation FD Disclosure. | ||||||||
Item 9.01 Financial Statements and Exhibits. | ||||||||
SIGNATURE | ||||||||
EXHIBIT INDEX | ||||||||
EX-99.1 | ||||||||
EX-99.2 | ||||||||
EX-99.3 |
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Item 1.01 Entry into a Material Definitive Agreement
Notes Forbearance Agreement
As of November 29, 2010, certain holders (the Initial Consenting Holders) representing to
collectively hold in excess of 75% of the aggregate principal amount outstanding of the Senior
Secured Floating Rate Notes due 2011(the Notes) issued by InSight Health Services Corp.
(InSight) and guaranteed by InSight Health Services Holdings Corp. (the Company) as well as
certain of InSights subsidiaries (collectively, the Subsidiary Guarantors and, collectively with
InSight and the Company, the Obligors) under that certain Indenture (as may be amended from time
to time, the Indenture) by and among Insight, certain affiliates thereof as guarantors, and U.S.
Bank National Association, as trustee (in such capacity, the Indenture Trustee), dated September
22, 2005; the Indenture Trustee; and U.S. Bank National Association, as collateral agent under that
certain Collateral Agency Agreement among the Obligors, the Indenture Trustee and U.S. Bank
National Association, dated September 22, 2005, and certain other security documents (in such
capacity, the Collateral Agent), entered into a forbearance agreement (the Forbearance
Agreement) to, among other things, pursue a restructuring of the obligations under the Notes.
Additional holders of the Notes may join the Forbearance Agreement from time to time (such holders,
together with the Initial Consenting Holders, the Consenting Holders).
Under the terms of the Forbearance Agreement, the Consenting Holders, the Indenture Trustee
and the Collateral Agent have agreed to, among other things, forbear from exercising certain of
their remedies under the Indenture, the Notes, the guarantees of the Notes and related security
documents (collectively, the Transaction Documents) with respect to the Companys failure to cure
the interest nonpayment default that arose on November 1, 2010 prior to the expiration of the
applicable 30-day grace period (the Event of Default, and collectively with any other defaults or
events of default that may exist in any of the Transaction Documents by reason of such Event of
Default, the Specified Events of Default) until not earlier than December 10, 2010, subject to
the terms and conditions of the Forbearance Agreement.
The foregoing summary is qualified in its entirety by reference to the full text of the Form
of Forbearance Agreement, a copy of which is attached to this report as Exhibit 99.1 and is
incorporated by reference.
Forbearance under the Revolving Credit Facility
Pursuant to a letter agreement, dated as of December 1, 2010, Bank of America, N.A. (Bank of
America), as agent and sole lender under the certain Second Amended and Restated Loan and Security
Agreement dated August 1, 2007, as amended by that certain First Amendment to Second Amended and
Restated Loan and Security Agreement dated September 20, 2010 (as so amended, the Revolving Credit
Facility), has agreed to extend the forbearance period under the Revolving Credit Facility to 5:00
p.m. on December 15, 2010.
The foregoing summary is qualified in its entirety by reference to the full text of the letter
agreement, a copy of which is attached to this report as Exhibit 99.2 and is incorporated by
reference.
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Item 7.01 Regulation FD Disclosure.
The press release issued by the Company on December 2, 2010, announcing the Forbearance
Agreement, the letter agreement and the restructuring support
agreement, is
attached hereto as Exhibit 99.3 and
such information shall be deemed furnished by the Company, and not filed, for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1
|
Form of Forbearance Agreement. | |
99.2
|
Letter Agreement dated December 1, 2010. | |
99.3
|
Press Release dated December 2, 2010. |
The new securities to be issued pursuant to any plan of reorganization have not been
registered under the Securities Act of 1933, as amended (the Securities Act), or any state
securities laws. Therefore, any such new securities may not be offered or sold in the United States
absent registration or an applicable exemption from the registration requirements of the Securities
Act and any applicable state securities laws.
This report does not constitute a solicitation of consents to or votes to accept any chapter 11
plan or an offer to purchase any securities or a solicitation of an offer to sell any securities.
Any solicitation or offer will be made pursuant to a disclosure statement and applicable law.
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Safe Harbor and Forward Looking Information
Certain statements in this report are forward-looking statements. They reflect the Companys
current views with respect to current events and financial performance, are subject to many risks,
uncertainties and factors relating to the Companys operations and business environment which may
cause the Companys actual results to be materially different from any future results, express or
implied by such forward-looking statements. The Company intends that such forward-looking
statements be subject to the Safe Harbor created by Section 27(a) of the Securities Act of 1933 and
Section 21E of the Securities and Exchange Act of 1934. The words and phrases expect, estimate,
and anticipate and similar expressions identify forward-looking statements. Certain factors that
could cause actual results to differ materially from these forward-looking statements include, but
are not limited to, the following: (i) the outcome of any bankruptcy proceedings, including whether
or not the proposed plan is ultimately approved by the bankruptcy court and the final terms
thereof; (ii) the potential adverse impact of any chapter 11 bankruptcy filing on the Companys
business, financial condition or results of operations; (iii) the Companys ability to obtain court
approval with respect to motions in the chapter 11 proceedings prosecuted from time to time and to
develop, prosecute and confirm and consummate any plan of reorganization with respect to the
chapter 11 proceedings and to consummate all of the transactions contemplated by any such plan of
reorganization or upon which consummation of such plan may be conditioned; (iv) the occurrence of
any event, change or other circumstance that could give rise to the termination of the
restructuring support agreement that the Company has entered into with certain of its noteholders;
(v) the Companys ability to successfully implement its core market strategy; (vi) overcapacity and
competition in the Companys markets; (vii) reductions, limitations and delays in reimbursement by
third-party payors; (viii) contract renewals and financial stability of customers; (ix) changes in
the nature of commercial health care insurance arrangements, so that individuals bear greater
financial responsibility through high deductible plans, co-insurance and co-payments; (x)
conditions within the healthcare environment; (xi) the potential for rapid and significant changes
in technology and their effect on the Companys operations; (xii) operating, legal, governmental
and regulatory risks; (xiii) conditions within the capital markets, including liquidity and
interest rates and (xiv) economic (including financial and employment market conditions), political
and competitive forces affecting the Companys business, and the countrys economic condition as
whole.
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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 thereunto duly authorized.
INSIGHT HEALTH SERVICES HOLDINGS CORP. |
||||
Date: December 3, 2010 | By: | /s/ Keith S. Kelson | ||
Keith S. Kelson | ||||
Executive Vice President and Chief Financial Officer |
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