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EX-99.1 - EX-99.1 - Surgical Care Affiliates, Inc. | d248370dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 11, 2016
SURGICAL CARE AFFILIATES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-36154 | 20-8740447 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
510 Lake Cook Road, Suite 400 Deerfield, IL |
60015 | |||
(Address of principal executive offices) | (Zip Code) |
(847) 236-0921
(Registrants telephone number, including area code)
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:
☐ | 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.l4a-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)) |
Item 7.01. | Regulation FD Disclosure. |
On October 11, 2016, Surgical Care Affiliates, Inc. (the Company) issued a press release announcing its intention to initiate a syndication process with respect to a new term loan facility to refinance its existing term loan facility (the Refinancing Loan) and obtain an incremental term loan of $150,000,000 in aggregate principal amount (the Incremental Term Loan and, together with the Refinancing Loan, the New Loans), pursuant to an incremental amendment to its Credit Agreement, dated as of March 17, 2015, by and among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders from time to time party thereto and other financial institutions party thereto. The Company is initiating the syndication process with respect to the New Loans at this time in order to take advantage of current favorable conditions in the debt capital markets and in advance of the upcoming presidential election. Proceeds from the Refinancing Loan are expected to be used to repay all outstanding borrowings under the existing term loan facility, and proceeds from the Incremental Term Loan are expected to be used to fund ordinary course investments in ambulatory surgery centers and surgical hospitals and for working capital and other general corporate purposes. A copy of the Companys press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein.
In accordance with General Instruction B.2. of Form 8-K, the information furnished in this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. |
Description of Exhibit | |
99.1 | Press Release dated October 11, 2016 |
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 thereunto duly authorized.
Surgical Care Affiliates, Inc. | ||||||||
Dated: October 11, 2016 | /s/ Richard L. Sharff, Jr. | |||||||
Name: | Richard L. Sharff, Jr. | |||||||
Title: | Executive Vice President, General Counsel and Corporate Secretary |
INDEX TO EXHIBITS
Exhibit No. |
Description of Exhibit | |
99.1 | Press Release dated October 11, 2016 |