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EX-99.1 - EX-99.1 - Capella Healthcare, Inc.d713650dex991.htm

 

 

UNITED STATES

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

Date of Report (Date of earliest event reported): April 24, 2014

 

 

CAPELLA HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   333-175188   20-2767829

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

501 Corporate Centre Drive,

Suite 200

Franklin, Tennessee

  37067
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (615) 764-3000

 

 

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 (see General Instruction A.2 below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Section 2 - Financial Information

Item 2.02 - Results of Operations and Financial Condition

On April 24, 2014, Capella Healthcare, Inc., a Delaware corporation (the “Company”), will be providing financial information to lenders in connection with the presentation described in Item 7.01 below. The lender presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 2.02.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

On April 24, 2014, members of the Company’s executive management team will make a presentation to lenders in conjunction with a refinancing plan designed to restructure the Company’s balance sheet to provide for pre-payable bank debt. In conjunction with the refinancing plan, the Company will enter the capital markets to raise a $425 million Term Loan B and a $160 million Term Loan C as well as to amend and extend the Company’s current ABL Revolving Facility. Proceeds from the refinancing would be used to redeem the Company’s $500 million 9 1/4% Senior Notes due 2017, purchase certain capital leases, pay fees/expenses and for general corporate purposes. At the lender meetings, management will discuss a lender presentation and distribute a confidential information memorandum. The lender presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01.

Cautionary Statement about Preliminary Results and other Forward-Looking Information

This Current Report on Form 8-K and the Exhibits attached hereto contain forward-looking statements based on current management expectations, including statements regarding the refinancing plan, the use of proceeds from the refinancing plan, and the Company’s preliminary results of operations for the three months ended March 31, 2014. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, (1) the impact of healthcare reform and other changes in government programs; (2) spending cuts resulting from the Budget Control Act of 2011; (3) the impact of the economy; (4) growth of uninsured and “patient due” accounts and a deterioration in the collectability of these accounts; (5) federal or state programs that reduce our Medicare or Medicaid payments; (6) the reduction or elimination of payments from third-party payors or the inability to negotiate contracts or maintain satisfactory relationships with third-party payors; (7) controls designed to reduce inpatient services may reduce our revenue; (8) any shortage of qualified professional and staff personnel; (9) our ability to recruit and retain quality physicians; (10) the loss of the services of one or more of our executive management team; (11) our ability to comply with extensive laws and government regulations, including fraud and abuse laws; (12) competition from other hospitals or healthcare providers, including physicians; (13) concentration of revenue in a small number of states, which makes us particularly sensitive to regulatory and economic changes in those states; (14) our access to licensed information systems and the ability to integrate changes to our existing information systems or information systems of acquired hospitals; (15) liabilities for professional liability and other claims brought against our facilities; (16) potential legal and reputational risk as a result of our access to personal information of our patients; (17) state efforts to regulate the construction or expansion of healthcare facilities; (18) the industry trend toward value-based purchasing; (19) our substantial indebtedness and ability to generate cash flow to service or refinance our indebtedness; and (20) other risk factors described in our annual report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission. Many of the factors that will determine our future results are beyond our ability to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. We undertake no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.


Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

 

  (a) Not applicable.

 

  (b) Not applicable.

 

  (c) Not applicable.

 

  (d) Exhibits.

 

Exhibit 99.1    Lender Presentation, dated April 24, 2014


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.

 

Capella Healthcare, Inc.
By:  

/s/ Denise W. Warren

  Denise W. Warren
  Executive Vice President, Chief Financial Officer and Treasurer

Date: April 24, 2014


EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1    Lender Presentation, dated April 24, 2014