- Current report filing (8-K)
June 30 2009 - 3:13PM
Edgar (US Regulatory)
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):
June 30, 2009
Prospect
Medical Holdings, Inc.
(Exact name of
registrant as specified in its charter)
Delaware
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1-32203
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33-0564370
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(State or other
jurisdiction
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(Commission
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(I.R.S. Employer
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of
incorporation)
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File Number)
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Identification
No.)
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10780 Santa
Monica Boulevard
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Suite 400
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Los Angeles,
California
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90025
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(Address of
principal executive offices)
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(Zip Code)
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Registrants
telephone number, including area code:
(310) 943-4500
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:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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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.
Prospect Medical Holdings, Inc.,
a Delaware corporation (the Company), Bank of America, N.A., as
administrative agent, and certain lenders are parties to a First Lien Credit
Agreement dated as of August 8, 2007, as amended (the First Lien Loan
Agreement). The Company, SP CA Finance
LLC, as administrative agent, and certain lenders are parties to a Second Lien
Credit Agreement dated as of August 8, 2007, as amended (the Second Lien
Loan Agreement and together with the First Lien Loan Agreement, the Loan
Agreements).
On June 30, 2009, the Company
entered into a fourth amendment with the lenders under the First Lien Loan
Agreement (the First Lien Amendment) and a fourth amendment with the lenders
under the Second Lien Loan Agreement (the Second Lien Amendment). On that date, the Company also entered into
an amendment of, and a waiver of any and all existing events of default under,
the ISDA Master Agreement dated as of May 16, 2007, as amended, by and
between Bank of America, N.A. and the Company (the Swap Agreement), which
agreement provided the Company with interest rate swaps intended to protect the
Company against the risk of interest rate fluctuations under the Loan
Agreements (such amendment and waiver related to the Swap Agreement together
with the Second Lien Amendment and the First Lien Amendment, the Amendments).
The Amendments are the result of
discussions between the Company and its lenders under the Loan Agreements (the Lenders)
which are described in the Companys Current Report on Form 8-K filed with
the Securities and Exchange Commission (the Commission) on March 25,
2009 (the March 8-K), the amendments of that report pursuant to the Form 8-K/A
filed with the Commission on April 3, 2009 and the Form 8-K/A filed
with the Commission on June 12, 2009 (together, the 8-K/As), and the
Companys Current Report on Form 8-K filed with the Commission on April 23,
2009 (the April 8-K). As
described in the March 8-K and the 8-K/As, the Lenders had deemed the
Company in default of a requirement under the two credit facilities regarding
the sale of certain of the Companys business units (the Specified Business
Units) by a specified date.
Additionally, as described in the April 8-K, the Lenders had deemed
the Company in default of certain covenants and upcoming delivery requirements due
to the Companys increased ownership interest in Brotman Medical Center, Inc.
(Brotman) effective April 14, 2009.
While the Company continued to strongly dispute the Lenders
characterization of such matters, the parties engaged in discussions that led
to the resolution reflected in the Amendments.
As further described below, the
Amendments include waivers of certain alleged events of default and covenants and
the revision of certain financial covenants and other provisions of the Loan
Agreements and the Swap Agreement. The
following is a brief summary of the material terms of the Amendments:
Waivers of Events of Default
The Amendments provide for the waiver
of any existing event of default related to the fact that the Specified
Business Units were not sold by a specified date or related to the Companys
increased ownership of Brotman.
Interest Rate
Pursuant to the Amendments, all
borrowings under the two credit facilities have ceased incurring interest at
the default rates provided in the Loan Agreements. All such borrowings are now accruing interest
at the base rate set forth in the Loan Agreements.
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Termination of Letter Agreements
Under the Amendments, the Lenders
have completely waived any required sale of the Specified Business Units. For each of the two credit facilities there
are seven letter agreements between the Company and the Lenders which were attached
as exhibits to the 8-K/A (the Letter Agreements). The Letter Agreements set forth the above
mentioned requirements regarding the Companys sale of the Specified Business
Units. Upon the execution of the
Amendments, each of the Letter Agreements was terminated and is no longer of
any force or effect.
Refinancing
The Amendments provide that the
Company must pay off the two credit facilities no later than October 31,
2009 (a Refinancing). Any amounts
repaid by a Refinancing will not be subject to any prepayment premium under the
first lien credit facility, but will be subject to a reduced prepayment premium
under the second facility as provided in the Second Lien Amendment. If the Company fails to complete a Refinancing
by the required date, such failure will be deemed an immediate event of default
under the Loan Agreements, as amended, and the Company will be required to
prepay $5,000,000 to the Lenders using its excess cash and the Lenders will
have the right to exercise certain other rights and remedies under the Loan
Agreements (including, without limitation, termination of the credit
facilities).
Excess Cash Flow Sweep
The Amendments provide that,
whether or not it would have otherwise been required, the Company will not be
required to make any payment to the Lenders in connection with excess cash flow
generated by the Company in fiscal year 2007.
Investments
Pursuant to the First Lien Amendment,
the Company is now allowed to make investments in an aggregate amount of
$3,000,000 during any fiscal year. The Second
Lien Amendment provides that the Company is now allowed to make investments in
an aggregate amount of $3,500,000 during any fiscal year. The Amendments increased the investment cap for
each credit facility by $1,000,000 from their previous limitations of $2,000,000
and $2,500,000, respectively.
Covenants
Under the Loan Agreements, the
Company is required to maintain a minimum consolidated EBITDA. Prior to the Amendments, the Company was
required to meet increasing minimum EBITDA targets set forth in tables within
each agreement. Pursuant to the
Amendments, the minimum consolidated EBITDA requirement was fixed, for each
twelve-month period ending after the effective date of the Amendments, at
$32,000,000 for the first lien credit facility and $31,000,000 for the second
lien credit facility. If the Specified
Business Units are sold prior to a Refinancing, the required minimum EBITDA will
be automatically adjusted to account for the change.
Swap Agreement
The amendment and waiver related to
the Swap Agreement provides that the above designated alleged events of default
under the Loan Agreements will not trigger an event of default under the Swap
Agreement. They also provide that the
Swap Agreement will terminate upon a Refinancing or other termination of the
Loan Agreements, unless the Loan Agreements are replaced with another loan
facility acceptable to Bank of America, N.A.
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Fees
The Company did not pay any fees to
the Lenders in connection with the Amendments.
Additional Information
Additional information is
provided in the press release of Prospect Medical Holdings, Inc. filed
herewith and incorporated herein.
Additionally, each of the four agreements dated June 30, 2009 that
are referenced in this Form 8-K are filed as exhibits hereto.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits
The
following exhibit is filed with this Form 8-K:
Exhibit No.
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Description
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99.1
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Press
Release of Prospect Medical Holdings, Inc., dated June 30, 2009
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99.2
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Fourth
Amendment and Waiver to First Lien Credit Agreement, dated June 30, 2009
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99.3
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Fourth
Amendment and Waiver to Second Lien Credit Agreement, dated June 30,
2009
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99.4
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Third
Amendment to the ISDA Master Agreement, dated June 30, 2009
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99.5
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Waiver
Letter to ISDA Master Agreement, dated June 30, 2009
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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.
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PROSPECT MEDICAL
HOLDINGS, INC.
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June 30, 2009
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By:
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/s/ Mike Heather
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Name: Mike Heather
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Title: Chief Financial
Officer
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