SUMMARY

This summary highlights selected information contained in this joint proxy statement/prospectus and does not contain all the information that may be important to you. AmSurg and Envision urge you to read carefully this joint proxy statement/prospectus in its entirety, including the annexes. Additional important information, which AmSurg and Envision also urge you to read, is contained in the documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 211. Unless stated otherwise, all references in this joint proxy statement/prospectus to AmSurg are to AmSurg Corp., all references to Envision are to Envision Healthcare Holdings, Inc., all references to Newco are to New Amethyst Corp. (which will be renamed “Envision Healthcare Corporation” upon completion of the Mergers) and all references to the Merger Agreement are to the Agreement and Plan of Merger, dated as of June 15, 2016, by and among Envision Healthcare Holdings, Inc., a Delaware corporation, AmSurg Corp., a Tennessee corporation, and New Amethyst Corp., a Delaware corporation, a copy of which is attached as Annex A to this joint proxy statement/prospectus and is incorporated by reference herein.

The Companies

AmSurg Corp. (see page 50)

AmSurg Corp.

1A Burton Hills Boulevard

Nashville, Tennessee 37215

Telephone (615) 665-1283

AmSurg is one of the largest owners and operators of ambulatory surgery centers (“ASCs,” “surgery centers,” or “centers”) in the United States based upon total number of facilities, and is a leading provider of outsourced physician services. Through its ambulatory services segment, AmSurg acquires, develops and operates ASCs in partnership with approximately 2,000 physicians in 34 states and the District of Columbia. Through its physician services segment, AmSurg is one of the largest providers of outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities.

At June 30, 2016, AmSurg delivered physician services, primarily in the areas of anesthesiology, radiology, children’s services, and emergency medical services, to more than 530 healthcare facilities in 32 states, with a significant presence in Florida, New Jersey, Arizona and California. At June 30, 2016, AmSurg employed more than 4,200 physicians and other healthcare professionals in its physician services business. AmSurg also provides physician services and manages office-based practices in the areas of gynecology, obstetrics and perinatology.

For the six months ended June 30, 2016 and year ended December 31, 2015, AmSurg had total net revenues of approximately $1.5 billion and $2.6 billion, respectively, and net earnings attributable to AmSurg Corp. common shareholders of approximately $72.4 million and $153.9 million, respectively.

AmSurg’s principal offices are located at 1A Burton Hills Boulevard, Nashville, Tennessee 37215. AmSurg’s common stock is listed on NASDAQ under the symbol “AMSG.”

Envision Healthcare Holdings, Inc. (see page 51)

Envision Healthcare Holdings, Inc.

6363 South Fiddlers Green Circle, 14 ^th Floor

Greenwood Village, Colorado 80111

Telephone: (303) 495-1200

 

Envision offers an array of physician-led healthcare-related services to consumers, hospitals, healthcare systems, health plans and local, state and national government entities. Envision provides care across a broad patient continuum via American Medical Response, Inc. (“AMR”), EmCare Holdings, Inc. (“EmCare”) and Evolution Health, LLC (“Evolution Health”). AMR provides community-based medical transportation services, including emergency (“911”), non-emergency, managed transportation, air ambulance and disaster response. EmCare’s integrated facility-based physician services include emergency, anesthesiology, hospitalist/inpatient care, intensive medicine, obstetrics and gynecology, radiology, tele-radiology and surgery. Evolution Health’s innovative and comprehensive care coordination solutions result in improved patient care delivery across a number of healthcare settings.

As of June 30, 2016, Envision provided integrated facility-based and post-acute care physician services in 45 states and the District of Columbia and provided and managed healthcare transportation services in 39 states and the District of Columbia. As of June 30, 2016, Envision employed more than 52,000 employees and affiliated clinicians.

For the six months ended June 30, 2016 and year ended December 31, 2015, Envision had total net revenues of approximately $3.2 billion and $5.4 billion, respectively, and net earnings of approximately $55.3 million and $144.9 million, respectively.

Envision’s principal executive offices of Envision are located at 6363 Fiddlers Green Circle, 14 ^th Floor, Greenwood Village, Colorado 80111, and its telephone number is (303) 495-1200.

New Amethyst Corp. (see page 52)

Newco was formed on June 10, 2016 for the purpose of effecting the Mergers. To date, Newco has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement in connection with the Mergers. As of the completion of Merger 1, Newco will be the surviving corporation in the merger of AmSurg with and into Newco. As of the completion of Merger 2, Newco will be the surviving corporation in the merger of Envision with and into Newco. The business of Newco will be the combined businesses currently conducted by AmSurg and Envision. Pursuant to the Merger Agreement, following the completion of the Mergers, the name of Newco will be changed to “Envision Healthcare Corporation” and the Newco common stock will be listed on the NYSE under the symbol “EVHC.”

The Mergers and the Merger Agreement

A copy of the Merger Agreement is attached as Annex A to this joint proxy statement/prospectus. Envision and AmSurg encourage you to read the entire Merger Agreement carefully because it is the principal document governing the Mergers. For more information on the Merger Agreement, see “Merger Agreement” beginning on page 139.

Effects of the Mergers (See page 65)

Subject to the terms and conditions of the Merger Agreement:

 

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AmSurg will be merged with and into Newco, a Delaware corporation that was formed on June 10, 2016 as a wholly-owned subsidiary of AmSurg, with Newco surviving the merger; and

 

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Envision will be merged with and into Newco, with Newco surviving the merger.

 

As a result, among other things, (1) Newco will be renamed “Envision Healthcare Corporation,” (2) existing AmSurg common shareholders will receive shares of Newco common stock, (3) existing AmSurg preferred shareholders will receive shares of Newco Series A-1 Preferred Stock with substantially the same terms as the AmSurg Preferred Stock and (4) existing Envision stockholders will receive shares of Newco common stock. Prior to the completion of Merger 1, Envision Healthcare Corporation (“EHC”), a wholly-owned indirect subsidiary of Envision, will merge with and into Envision Healthcare Intermediate Corporation (“EHIC”), a wholly-owned direct subsidiary of Envision, with EHIC as the surviving corporation of such merger, and, following such merger, EHIC will merge with and into Envision, with Envision as the surviving corporation of such merger.

The organization of Envision, AmSurg and Newco before and after the Mergers is set forth below:

 

 

 

 

Merger 1 Conversion and Merger 2 Consideration (See page 140)

Merger 1 Conversion . Subject to the terms and conditions set forth in the Merger Agreement, upon the effective time of Merger 1, each share of AmSurg common stock will automatically be converted into one share of Newco common stock and each share of AmSurg Preferred Stock will automatically be converted into one share of Newco Series A-1 Preferred Stock. AmSurg shareholders will have the right, but not the obligation, to exchange certificates representing their AmSurg shares for certificates representing the Newco shares into which such AmSurg shares will automatically convert upon the effective time of Merger 1.

Merger 2 Consideration . Subject to the terms and conditions set forth in the Merger Agreement, upon the effective time of Merger 2, each share of Envision common stock will be converted into the right to receive 0.334 shares of Newco common stock, with cash paid in lieu of any fractional shares.

The Merger Agreement does not contain any provision that would adjust the number of shares of Newco stock issuable to Envision stockholders or AmSurg shareholders based on fluctuations in the market value of Envision’s common stock or AmSurg’s common stock or preferred stock. As a result, the implied value of the Newco stock issuable to Envision stockholders and AmSurg shareholders in the Mergers will fluctuate prior to the completion of the Mergers.

The number of Newco shares to be issued to Envision stockholders and AmSurg shareholders, respectively, in the Mergers, will result in approximately 53% of the issued and outstanding shares of Newco common stock

 

(on a fully diluted basis) immediately following the completion of the Mergers being owned by former Envision stockholders and approximately 47% of the issued and outstanding shares of Newco common stock (on a fully diluted basis) immediately following the completion of the Mergers being owned by former AmSurg shareholders based on the number of shares of Envision common stock, AmSurg common stock and AmSurg Preferred Stock outstanding on June 7, 2016.

On June 7, 2016, the last trading day prior to public reports regarding the proposed Mergers, the closing price on the NYSE was $25.54 per share of Envision common stock and the closing price on NASDAQ was $76.36 per share of AmSurg common stock and $142.25 per share of AmSurg Preferred Stock. On [                  ], 2016, the latest practicable date before the date of this joint proxy statement/prospectus, the closing price on the NYSE was $[        ] per share of Envision common stock and the closing price on NASDAQ was $[        ] per share of AmSurg common stock. We urge you to obtain current market quotations before voting your shares.

Material U.S. Federal Income Tax Consequences of the Mergers

It is a condition to the obligation of Envision to effect the Mergers that Envision receive a written opinion from Debevoise & Plimpton LLP, counsel to Envision, dated the Closing Date, to the effect that for U.S. federal income tax purposes the Mergers will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

It is a condition to the obligation of AmSurg to effect the Mergers that AmSurg receive a written opinion from Bass Berry & Sims PLC, counsel to AmSurg, dated the Closing Date, to the effect that for U.S. federal income tax purposes each of Merger 1 and Merger 2 will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

The discussion of U.S. federal income tax consequences of the Mergers contained in this joint proxy statement/prospectus is intended to provide only a general summary and is not a complete analysis or description of all potential U.S. federal income tax consequences of the Mergers. The discussion does not address tax consequences that may vary with, or are contingent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws.

AmSurg shareholders and Envision stockholders are strongly urged to consult with their tax advisors regarding the tax consequences of the Mergers, including the effects of U.S. federal, state, local, foreign and other tax laws.

For a more complete description of the material U.S. federal income tax consequences of the Mergers, see “Material United States Federal Income Tax Considerations” beginning on page 164.

Recommendations of the AmSurg Board of Directors

After careful consideration, the AmSurg Board unanimously recommends adoption of the Merger Agreement to the AmSurg shareholders and that holders of AmSurg common stock vote “FOR” the AmSurg Merger Proposal, the AmSurg Compensation Proposal and the AmSurg Adjournment proposal.

For a more complete description of AmSurg’s reasons for the Mergers and the recommendations of the AmSurg Board, see “The Mergers—AmSurg’s Reason for the Mergers; Recommendation of the AmSurg Board” beginning on page 79.

 

Recommendations of the Envision Board of Directors

After careful consideration, the Envision Board unanimously recommends the adoption of the Merger Agreement to the Envision stockholders and that holders of Envision common stock vote “FOR” the Envision Merger Proposal, the Envision Compensation Proposal and the Envision Adjournment Proposal.

For a more complete description of Envision’s reasons for the Mergers and the recommendation of the Envision Board, see “The Mergers—Envision’s Reasons for the Mergers; Recommendation of the Envision Board” beginning on page 101.

Opinions of AmSurg’s Financial Advisors

Opinion of J.P. Morgan Securities LLC (see page 81)

AmSurg retained J.P. Morgan Securities LLC (“J.P. Morgan”) to act as its financial advisor in connection with the Mergers. At the meeting of the AmSurg Board on June 15, 2016, J.P. Morgan rendered its oral opinion to the AmSurg Board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the exchange ratio applicable to the conversion of each outstanding share of AmSurg common stock, other than shares of AmSurg common stock owned by Newco and its affiliates, into Newco common stock (and taking into account the subsequent conversion of shares of Envision common stock at the Exchange Ratio, the “AmSurg Exchange Ratio”) in the Mergers was fair, from a financial point of view, to the holders of AmSurg common stock. J.P. Morgan confirmed this oral opinion by delivering its written opinion to the AmSurg Board, dated June 15, 2016.

The full text of the written opinion of J.P. Morgan, dated June 15, 2016, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this joint proxy statement/prospectus and is incorporated herein by reference. AmSurg’s shareholders are urged to read the opinion carefully and in its entirety. J.P. Morgan’s written opinion was addressed to the AmSurg Board (in its capacity as such) in connection with and for the purposes of its evaluation of the Mergers and was directed only to the AmSurg Exchange Ratio and did not address any other aspect of the Mergers. Further, the opinion does not constitute a recommendation to any shareholder of AmSurg as to how such shareholder should vote or act with respect to the Mergers or any other matter. For a description of the opinion that the AmSurg Board received from J.P. Morgan, see “The Mergers—Opinion of AmSurg’s Financial Advisor—J.P. Morgan” beginning on page 81.

Opinion of Guggenheim Securities, LLC (see page 87)

Guggenheim Securities, LLC (“Guggenheim Securities”) delivered its opinion to the AmSurg Board to the effect that, as of June 15, 2016 and based on the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Exchange Ratio was fair, from a financial point of view, to holders of AmSurg common stock (excluding Envision and its affiliates). The full text of Guggenheim Securities’ written opinion, which is attached as Annex C to this joint proxy statement/prospectus and which you should read carefully and in its entirety, is subject to the assumptions, limitations, qualifications and other conditions contained in such opinion and is necessarily based on economic, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion.

Guggenheim Securities’ opinion was provided to the AmSurg Board (in its capacity as such) for its information and assistance in connection with its evaluation of the Exchange Ratio. Guggenheim Securities’ opinion and any materials provided in connection therewith did not constitute a recommendation to the AmSurg Board with respect to the Mergers, nor does Guggenheim Securities’ opinion constitute advice or a recommendation to any holder of AmSurg common stock or Envision common stock as to how to vote in

 

connection with the Mergers or otherwise. Guggenheim Securities’ opinion addresses only the fairness, from a financial point of view, of the Exchange Ratio to holders of AmSurg common stock (excluding Envision and its affiliates) and does not address any other term, aspect or implication of the Mergers, the Merger Agreement (including, without limitation, the form or structure of the Mergers) or any other agreement, transaction document or instrument contemplated by the Merger Agreement or to be entered into or amended in connection with the Mergers or any financing, refinancing or other transactions related thereto.

For a description of the opinion that the AmSurg Board received from Guggenheim Securities, see “The Mergers—Opinion of AmSurg’s Financial Advisor—Guggenheim Securities” beginning on page 87.

Opinions of Envision’s Financial Advisors

Opinion of Barclays Capital Inc. (see page 103)

At the meeting of the Envision Board at which the Mergers were approved, Barclays Capital Inc. (“Barclays”), Envision’s lead financial advisor in connection with the Mergers, rendered to the Envision Board an oral opinion, which was subsequently confirmed by delivery of a written opinion, dated June 15, 2016, to the effect that, based upon and subject to the qualifications, limitations and assumptions stated in its opinion, as of such date, from a financial point of view, the Exchange Ratio to be offered to the holders of shares of Envision common stock in the Mergers was fair to such stockholders.

The full text of Barclays’ written opinion, dated June 15, 2016, is attached as Annex D to this joint proxy statement/prospectus and is incorporated herein by reference. The full text of the opinion contains a discussion of, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. The summary of the opinion of Barclays set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. You are urged to read the opinion carefully and in its entirety.

Barclays’ opinion was addressed to the Envision Board, addressed only the fairness, from a financial point of view, to the holders of shares of Envision common stock of the Exchange Ratio to be offered to such stockholders in the Mergers and did not address any other aspect of the Mergers. The opinion does not constitute a recommendation to any stockholder of Envision as to how such stockholder should vote with respect to the Mergers or any other matter. Barclays was not requested to address, and its opinion does not in any manner address, Envision’s underlying business decision to proceed with or effect the Mergers or the likelihood of consummation of the Mergers or the financing in connection with the Mergers (the “Financing”). In addition, Barclays expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the Mergers, or any class of such persons, relative to the Exchange Ratio to be offered to the holders of shares of Envision common stock in the Mergers or otherwise.

For a description of the opinion that the Envision Board received from Barclays, see “The Mergers—Opinion of Envision’s Financial Advisor—Barclays” beginning on page 103.

Opinion of Evercore Group L.L.C. (see page 109)

Envision has retained Evercore Group L.L.C. (“Evercore”) to act as one of its financial advisors in connection with the Mergers. On June 15, 2016, Evercore delivered to the Envision Board its oral opinion, confirmed by its delivery of a written opinion dated June 15, 2016, that, as of the date thereof, and based upon and subject to the assumptions, procedures, factors, qualifications, limitations and other matters set forth in Evercore’s written opinion, the Exchange Ratio to be offered to the holders of the shares of Envision common stock (other than Newco or any subsidiary of Newco) was fair, from a financial point of view, to such holders.

 

The full text of Evercore’s written opinion, dated June 15, 2016, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Evercore in delivering its opinion, is attached as Annex E to this joint proxy statement/prospectus and is incorporated herein by reference in its entirety. The description of Evercore’s written opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by the full text of such opinion. Evercore’s opinion does not constitute a recommendation to the Envision Board or to any other persons in respect of the Mergers, including as to how any holder of Envision common stock should vote or act with respect thereto.

Evercore’s opinion was provided for the information and benefit of the Envision Board and was delivered to the Envision Board in connection with its evaluation of whether the Exchange Ratio to be offered to the holders of the shares of Envision common stock (other than Newco or any subsidiary of Newco) was fair, from a financial point of view, to such holders, and did not address any other aspects or implications of the Mergers. Evercore’s opinion did not address the relative merits of the Mergers as compared to other business or financial strategies that might be available to Envision, nor did it address the underlying business decision of Envision to engage in the Mergers. We encourage you to read Evercore’s opinion carefully and in its entirety.

For further information, see “The Mergers—Opinion of Envision’s Financial Advisor—Evercore” beginning on page 109.

Interests of AmSurg Directors and Executive Officers in the Mergers

In considering the recommendation of the AmSurg Board that AmSurg shareholders vote to adopt the Merger Agreement, you should be aware that some of AmSurg’s directors and executive officers have interests in the Mergers that may be different from, or in addition to, the interests of AmSurg’s shareholders generally. Interests of directors and officers that may be different from or in addition to the interests of AmSurg’s shareholders include, but are not limited to:

 

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AmSurg’s executive officers are parties to employment agreements with AmSurg that provide for severance payments and benefits in the event of qualifying terminations of employment following the Mergers.

 

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Under the terms of their respective employment agreements and applicable equity incentive award agreements, AmSurg’s executive officers hold equity incentive awards that will be subject to accelerated vesting provisions in the event of qualifying terminations of employment following the Mergers.

 

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Certain of AmSurg’s directors will continue to serve as directors of the surviving corporation following the closing of the Mergers.

These interests are discussed in more detail in the section entitled “The Mergers—Interests of AmSurg Directors and Executive Officers in the Mergers” beginning on page 127 of this joint proxy statement/prospectus and “The Mergers—Board of Directors and Management Following the Mergers” beginning on page 133 of this joint proxy statement/prospectus. Additionally, Christopher A. Holden (the current President and Chief Executive Officer of AmSurg) will serve as President and Chief Executive Officer of Newco, Claire M. Gulmi (the current Executive Vice President and Chief Financial Officer of AmSurg) will serve as the Executive Vice President and Chief Financial Officer of Newco, Robert J. Coward (the current Executive Vice President, Chief Development Officer and President—Physician Services of AmSurg) will serve as Executive Vice President and President—Physician Services of Newco and Patrick Solomon (the current Senior Vice President and Chief Strategy Officer of AmSurg) will serve as Senior Vice President and Chief Strategy Officer of Newco.

 

The AmSurg Board was aware of these interests and considered them, among other factors, in approving the Merger Agreement and the transactions contemplated by the Merger Agreement and in recommending that you vote “FOR” the AmSurg Merger Proposal.

Interests of Envision Directors and Executive Officers in the Mergers

In considering the recommendation of the Envision Board that Envision stockholders vote to adopt the Merger Agreement, you should be aware that some of Envision’s directors and executive officers have interests in the Mergers that may be different from, or in addition to, the interests of Envision’s stockholders generally. Interests of directors and officers that may be different from or in addition to the interests of Envision’s stockholders include, but are not limited to:

 

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Upon completion of the Mergers, a senior management severance and retention program will become effective and will cover each of Envision’s named executive officers (i.e., those individuals whose compensation is subject to annual meeting proxy disclosure) other than William A. Sanger, as well as certain other Envision key executives, and will provide for severance payments and benefits in the event of qualifying terminations of employment following the Mergers.

 

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Mr. Sanger has entered into a letter agreement and related term sheet pursuant to which, among other items, after the Mergers, Mr. Sanger is expected to be granted an equity award with a value on the date of grant of $3,000,000, which award will vest in three equal annual installments.

 

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Certain of Envision’s directors and named executive officers will continue to serve as directors and named executive officers of the surviving corporation following the closing of the Mergers.

These interests are discussed in more detail in the section entitled “The Mergers—Interests of Envision Directors and Executive Officers in the Mergers” beginning on page 129 of this joint proxy statement/prospectus and “The Mergers—Board of Directors and Management Following the Mergers” beginning on page 133 of this joint proxy statement/prospectus. Additionally, Mr. Sanger, the current Chairman, President and Chief Executive Officer of Envision, will serve as Executive Chairman of Newco through the first anniversary of the closing of the Mergers, and will serve as non-Executive Chairman of the Newco Board from the first anniversary through the third anniversary of the completion of the Mergers, and may only be replaced as described in the section entitled “The Mergers—Interests of Envision Directors and Executive Officers in the Mergers” beginning on page 129. Steve W. Ratton, Jr. (the current Executive Vice President, Chief Strategy Officer and Treasurer of Envision) will serve as Executive Vice President and Chief Development Officer of Newco and Randel G. Owen (the current Executive Vice President, Chief Operating Officer and Chief Financial Officer of Envision) will serve as Executive Vice President and President—Ambulatory Services of Newco.

The Envision Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated by the Merger Agreement and in recommending that you vote “FOR” the Envision Merger Proposal.

Board of Directors and Management Following the Transaction

Board of Directors and Committees . Following the completion of the Mergers, the Newco board of directors (the “Newco Board”) will be comprised of 14 directors who will have served as directors of either AmSurg or Envision prior to the Mergers. Under Delaware law, the Newco Board has fiduciary duties to all of the stockholders of Newco.

 

Following the completion of the Mergers, the Newco Board will be comprised of seven directors designated by the AmSurg Board (each, a “Continuing AmSurg Director” and, collectively, the “Continuing AmSurg Directors”), of whom one will initially be Mr. Holden, and seven directors designated by the Envision Board (each, a “Continuing Envision Director” and, collectively, the “Continuing Envision Directors”), of whom one will initially be Mr. Sanger. In addition, each of the required committees of Newco (i.e., the audit committee, the nominating and corporate governance committee, the compensation committee and the compliance committee) will be comprised of two Continuing AmSurg Directors and two Continuing Envision Directors. Also upon completion of the Mergers, (i) a Continuing AmSurg Director will act as the chair of the audit committee; (ii) a Continuing Envision Director will act as the chair of the nominating and corporate governance committee; (iii) a Continuing Envision Director will act as the chair of the compensation committee; and (iv) a Continuing AmSurg Director will act as the chair of the compliance committee. The amended and restated bylaws of Newco (the “Newco Bylaws”) will provide that until the third anniversary of the completion of the Mergers (the “Transition Period”), the provisions of the Newco Bylaws setting forth the foregoing governance arrangements may be amended by the Newco Board only by an affirmative vote of at least three-fourths of the Newco Board, except that a three-fourths vote will be required to amend the composition of the Newco Board (as between Continuing AmSurg Directors and Continuing Envision Directors) for one year after the completion of the Mergers. Such provisions of the Newco Bylaws setting forth the foregoing governance arrangements may also be amended by the affirmative vote of the holders of at least a majority of the outstanding shares of Newco common stock entitled to vote at any annual or special meeting of stockholders.

AmSurg has designated the following seven directors from the AmSurg Board to serve as directors of Newco upon completion of the Mergers: Mr. Holden, [            ], [            ], [            ], [            ], [            ] and [            ]. Envision has designated the following seven directors from the Envision Board to serve as directors of Newco upon completion of the Mergers: Mr. Sanger, [            ], [            ], [            ], [            ], [            ] and [            ]. For additional information regarding each of the directors designated by AmSurg and Envision, please refer to AmSurg’s Proxy Statement on Schedule 14A filed with the SEC on February 25, 2016 and Envision’s Proxy Statement on Schedule 14A filed with the SEC on March 23, 2016, respectively, which are incorporated into this joint proxy statement/prospectus by reference.

Executive Chairman. Following the Mergers, Mr. Sanger, Envision’s current Chairman, President and Chief Executive Officer, will serve as Executive Chairman of the Newco Board. Mr. Sanger will serve as Executive Chairman for a term of one year and following such term will continue to serve as non-Executive Chairman of the Newco Board until the third anniversary of the Mergers.

President and Chief Executive Officer . Upon completion of the Mergers, Mr. Holden, AmSurg’s current President and Chief Executive Officer, will serve as President and Chief Executive Officer of Newco.

Other Executive Officers . Following the Mergers, Newco’s management team will include executives from each of AmSurg and Envision. From AmSurg, Ms. Gulmi (the current Executive Vice President and Chief Financial Officer of AmSurg) will serve as Executive Vice President and Chief Financial Officer of Newco, Mr. Coward (the current Executive Vice President, Chief Development Officer and President—Physician Services of AmSurg) will serve as Executive Vice President and President—Physician Services of Newco, and Mr. Solomon (the current Senior Vice President and Chief Strategy Officer of AmSurg) will serve as Senior Vice President and Chief Strategy Officer of Newco. From Envision, Mr. Ratton (the current Executive Vice President, Chief Strategy Officer and Treasurer of Envision) will serve as Executive Vice President and Chief Development Officer of Newco and Mr. Owen (the current Executive Vice President, Chief Operating Officer and Chief Financial Officer of Envision) will serve as the Executive Vice President of Newco and President—Ambulatory Services of Newco.

 

Treatment of Equity Awards

AmSurg Stock Options, Stock Units and Restricted Stock.  Upon completion of the Mergers, (i) each outstanding option to purchase shares of AmSurg common stock, (ii) each outstanding AmSurg stock unit (including stock units subject to time-based and performance-based vesting conditions) and (iii) each share of AmSurg restricted stock will be converted pursuant to the Merger Agreement into, respectively, (x) an option to purchase shares of common stock of Newco, (y) a stock unit of Newco and (z) a share of restricted stock of Newco, on the same terms and conditions as were in effect immediately prior to the completion of the Mergers and will remain outstanding subject to the same terms and conditions as were in effect immediately prior to the completion of the Mergers. For all such awards granted to AmSurg employees, the terms and conditions provide for accelerated vesting upon a termination of the equity plan participant’s employment by the employer without cause or by the participant for good reason within twelve months following the completion of the Mergers. In addition, 18,279 outstanding shares of restricted stock granted to AmSurg directors under AmSurg equity plans will become fully and immediately vested upon the consummation of the Mergers.

Envision Stock Options and Stock Units . Upon completion of the Mergers, (i) each outstanding option to purchase shares of Envision common stock and (ii) each outstanding Envision stock unit (including stock units subject to time-based and performance-based vesting conditions) will be converted pursuant to the Merger Agreement into, respectively, (x) an option to purchase shares of common stock of Newco and (y) a stock unit of Newco, on the same terms and conditions as were in effect immediately prior to the completion of the Mergers, subject to the Exchange Ratio, and will remain outstanding subject to the same terms and conditions as were in effect immediately prior to the completion of the Mergers.

Regulatory Clearances Required for the Mergers

AmSurg and Envision have each agreed to use their reasonable best efforts to obtain all necessary waivers, consents, approvals, orders and authorizations from governmental entities with respect to the Merger Agreement required under applicable law. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), AmSurg and Envision must file notifications with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) and observe a mandatory premerger waiting period before completing the Mergers. In addition, certain regulatory approvals from the Cayman Islands Monetary Authority and state healthcare agencies are required prior to completing the Mergers.

Each of AmSurg and Envision have filed their required notification and report forms under the HSR Act with respect to the Mergers. The review period could be terminated by the reviewing antitrust authority or extended by a Request for Additional Information and Documentary Material. Although AmSurg and Envision believe that the transactions do not raise substantial regulatory concerns and that all requisite regulatory approvals will be obtained on a timely basis, AmSurg and Envision cannot be certain when, if or under what conditions these approvals will be obtained.

For a more complete discussion of regulatory matters relating to the Mergers, see “The Mergers—Regulatory Clearances Required for the Mergers” on page 156.

Second Amended and Restated Charter of Newco

Upon the effectiveness of Merger 2, the Second Amended and Restated Certificate of Incorporation of Newco (the “Second Amended and Restated Charter”) will be the certificate of incorporation of Newco. The form of the Second Amended and Restated Charter is attached as Exhibit B to the Merger Agreement, which is included in this joint proxy statement/prospectus as Annex A. Among other items, the Second Amended and Restated Charter will:

 

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change Newco’s name from “New Amethyst Corp.” to “Envision Healthcare Corporation”;

 

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authorize 1,100,000,000 shares of Newco capital stock, consisting of 1,000,000,000 shares of Newco common stock and 100,000,000 shares of Newco preferred stock, of which 1,725,000 shares will be designated as the Newco Series A-1 Preferred Stock;

 

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authorize the Newco Board to provide for the issuance of shares out of the unissued shares of Newco preferred stock in one or more series and to establish the number of shares of such series and to fix the designation, powers (including voting powers), preferences and the relative participating, optional or other special rights and the qualifications, limitations and restrictions thereof;

 

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provide for a classified structure of the Newco Board, divided into, as nearly as possible, three even classes;

 

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provide that directors may be removed from office only for cause;

 

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provide that vacancies and newly created directorships shall be filed by the affirmative vote of at least a majority of the directors then in office;

 

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provide that no director shall be liable to Newco or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Delaware law;

 

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provide for indemnification and advancement of expenses for directors to the fullest extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”);

 

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require that any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken only upon the vote of the stockholders at such a meeting and may not be taken by written consent;

 

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authorize only the Newco Board, upon a majority vote, to call a special meeting of stockholders;

 

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provide that the Newco Board is authorized to amend, alter or repeal the Newco Bylaws with the affirmative vote of at least a majority of the directors then in office, provided that, until the third anniversary of the effective date of the Mergers, certain governance provisions of the Newco Bylaws (including, but not limited to, provisions relating to (1) Mr. Sanger’s service as Executive Chairman and subsequent service as non-Executive Chairman of the Newco Board and Mr. Holden’s service as President and Chief Executive Officer of Newco, (2) the requirement that the President and Chief Executive Officer shall be a director of Newco, (3) the chairperson or composition of the required committees of the Newco Board and (4) the size of the Newco Board) may only be amended by the Newco Board by an affirmative vote of at least three-fourths of the entire Newco Board);

 

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provide that, in addition to any other vote required by law, the stockholders of Newco may amend, alter or repeal the Newco Bylaws only by the affirmative vote of the holders of at least a majority of the outstanding shares of common stock entitled to vote at any annual or special meeting of the stockholders;

 

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provide that certain governance provisions (contained at Article XI of the Newco Bylaws) will automatically become void and have no further force and effect on the third anniversary of the Merger 2 Effective Time (as such term is defined in the Merger Agreement); and

 

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provide that, unless Newco consents in writing to the selection of an alternate forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for certain internal corporate claims.

For more information regarding the Second Amended and Restated Charter, see “The Mergers—Second Amended and Restated Charter of Newco” beginning on page 126.

 

Key Terms of Merger Agreement

Subject to the terms and conditions of the Merger Agreement, AmSurg will merge with and into Newco, with Newco continuing as the surviving corporation, immediately after which Envision will merge with and into Newco, with Newco continuing as the surviving corporation. Upon the closing of Merger 2, the name of Newco will be changed to “Envision Healthcare Corporation.”

Upon the closing of Merger 1, each issued and outstanding share of AmSurg common stock, no par value, will automatically convert into one share of common stock, par value $0.01 per share, of Newco, and each issued and outstanding share of AmSurg Preferred Stock will automatically convert into one share of Newco Series A-1 Preferred Stock. Upon the closing of Merger 2, each issued and outstanding share of Envision common stock, par value $0.01 per share, will automatically convert into the right to receive 0.334 shares of Newco common stock. Upon the closing of Merger 2, Envision stockholders will own approximately 53% and AmSurg shareholders will own approximately 47% of Newco (on a fully diluted basis).

Shares of Newco common stock to be issued in Merger 1 and Merger 2 are expected to be listed on the NYSE under the symbol “EVHC” and shares of Newco Series A-1 Preferred Stock to be issued in Merger 1 are expected to be listed on the NYSE under the symbol “EVHCPR.” No fractional shares of Newco common stock will be issued in the Mergers, and holders of shares of Envision common stock will receive cash in lieu of any such fractional shares. AmSurg stock options and other equity awards will generally, upon completion of Merger 1, be converted into an equal number of stock options and equity awards of Newco common stock. Envision stock options and other equity awards will generally, upon completion of Merger 2, be converted into stock options and equity awards with respect to Newco common stock based on the Exchange Ratio.

The Merger Agreement provides that, upon the closing of Merger 2, the Newco Board will be comprised of 14 directors, consisting of seven of AmSurg’s current directors and seven of Envision’s current directors. The composition of the Newco Board may not be altered until the first anniversary of the completion of the Mergers and the size of the Newco Board may not be increased or decreased until the third anniversary of the completion of the Mergers, unless approved, in each case, by at least 75% of the Newco Board.

Upon completion of the Mergers, Mr. Sanger, the current Chairman, President and Chief Executive Officer of Envision, will serve as Executive Chairman of Newco until the first anniversary of the completion of the Mergers and thereafter as non-Executive Chairman of the Newco Board until the third anniversary of the completion of the Mergers. Mr. Holden, currently a director and President and Chief Executive Officer of AmSurg, will serve as a director and as the Chief Executive Officer and President of Newco. Pursuant to the Merger Agreement and the Newco Bylaws, until the third anniversary of the completion of the Mergers, the affirmative vote of at least 75% of the Newco Board will be required (x) to remove or terminate Mr. Holden as the Chief Executive Officer and President of Newco or to determine not to have the Chief Executive Officer and President of Newco be a director, (y) to remove or terminate Mr. Sanger as Executive Chairman of the Newco Board before the first anniversary of the completion of the Mergers or (z) to remove Mr. Sanger as non-Executive Chairman of the Newco Board or to determine not to re-nominate Mr. Sanger as a director of Newco.

The Mergers are intended to qualify as a tax-free reorganization under the Code, so that none of Envision, AmSurg, Newco or any of the AmSurg shareholders or Envision stockholders generally will recognize any gain or loss on the issuance or receipt of Newco common stock in the Mergers, except that Envision stockholders generally may recognize gain or loss with respect to cash received in lieu of fractional shares of Newco common stock.

Neither AmSurg nor Envision is permitted to solicit, initiate or knowingly encourage or induce any competing proposals from third parties or to engage in discussions or negotiations with third parties regarding any competing proposals. Notwithstanding this limitation, prior to a party’s stockholders or shareholders, as

 

applicable, approving the transactions, including the Mergers, such party may under certain circumstances provide information to and participate in discussions or negotiations with third parties with respect to an unsolicited competing proposal that its board of directors has determined in good faith, after consultation with its outside financial advisors and outside legal counsel, is or could reasonably be expected to lead to a superior proposal. Each party’s board of directors may change its recommendation to its stockholders or shareholders, as applicable, (subject to the other party’s right to terminate the Merger Agreement following such change in recommendation) in response to a Superior Proposal or an Intervening Event (as such terms are defined in the Merger Agreement) if such party’s board of directors determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the exercise of the directors’ fiduciary duties under applicable law.

The Merger Agreement contains certain termination rights for both AmSurg and Envision. Upon termination of the Merger Agreement, under certain specified circumstances, (i) AmSurg may be required to pay a termination fee of $180 million to Envision, (ii) Envision may be required to pay a termination fee of $180 million to AmSurg and (iii) a party may be required to reimburse the other party for expenses of up to $15 million.

For a more complete discussion of the key terms of the Merger Agreement, see “Merger Agreement” beginning on page 139.

Comparison of Stockholders’ Rights

Upon completion of the Mergers, AmSurg shareholders and Envision stockholders will become stockholders of Newco and their rights will be governed by Delaware law and the governing corporate documents of Newco in effect at the effective time of the Mergers. AmSurg shareholders and Envision stockholders will have, in some respects, different rights once they become Newco stockholders due to differences between the governing corporate documents of each of the entities and, in the case of AmSurg shareholders, differences between Delaware law and Tennessee law. These differences are described in detail in the section entitled “Comparison of Rights of AmSurg Shareholders, Envision Stockholders and Newco Stockholders” beginning on page 188.

Listing of Newco Common Stock; Delisting and Deregistration of Envision and AmSurg Common Stock

AmSurg and Envision have agreed pursuant to the Merger Agreement to use their reasonable best efforts to cause (i) the shares of Newco common stock to be issued to AmSurg shareholders and Envision stockholders in connection with the Mergers and (ii) the shares of Newco Series A-1 Preferred Stock to be issued to holders of AmSurg Preferred Stock in connection with the Mergers to be approved for listing on the NYSE, subject to official notice of issuance. When the Mergers are completed, each of the AmSurg common stock and AmSurg Preferred Stock currently listed on NASDAQ, will cease to be quoted on NASDAQ and will subsequently be deregistered under the Exchange Act. Likewise, when the Mergers are completed, the Envision common stock currently listed on the NYSE will cease to be quoted on the NYSE and will subsequently be deregistered under the Exchange Act.

Financing

Newco expects to borrow on the effective date of the Mergers the funds necessary to consummate the Mergers and to refinance and repay certain existing indebtedness of EHC and AmSurg. On April 26, 2016, Envision and AmSurg first distributed a draft term sheet for the financing required to complete the Mergers to each of JPMorgan Chase Bank, N.A. (“JPM”) and Barclays Bank PLC (“Barclays Bank”), and instructed JPM and Barclays Bank to submit separate term sheets with its proposed terms for the financing and not to discuss such proposed terms with each other. During April and May 2016, management of Envision and AmSurg jointly

 

negotiated the terms of the financing with each of JPM and Barclays Bank. Throughout this period, neither JPM nor Barclays was aware of the other bank’s proposals and neither was guaranteed to receive any role or title in connection with the financing.

Following those negotiations, Envision and AmSurg determined to engage both JPM and Barclays Bank to provide the financing, and on June 15, 2016, EHC, a wholly-owned indirect subsidiary of Envision, and AmSurg signed a commitment letter (the “Commitment Letter”) with JPM and Barclays Bank PLC (JPM and Barclays Bank are collectively referred to herein as the “Commitment Parties”), pursuant to which the Commitment Parties have committed to (i) provide EHC and AmSurg with a term loan facility in an aggregate principal amount of up to $5.3 billion (the “Term Loan Facility”) and (ii) a senior secured asset-based revolving credit facility in an aggregate principal amount of up to $1.0 billion in connection with the Mergers (the “ABL Facility” and, together with the Term Loan Facility, the “Credit Facilities”). On July 25, 2016, EHC received a change of control waiver, pursuant to which the definition of “Change of Control” was amended such that the Mergers will not constitute a “Change of Control” (the “Term Loan Change of Control Waiver”), under its existing Credit Agreement, dated as of May 25, 2011, among EHC, certain of its subsidiaries, its borrowers, Deutsche Bank AGNew York Branch, as administrative agent and collateral agent, and the lenders party thereto (as previously amended by Amendment No. 1, dated as of February 7, 2013, Amendment No. 2, dated as of October 28, 2015, Amendment No. 3, dated as of November 12, 2015, Amendment No. 4, dated as of November 12, 2015 and Amendment No. 5, dated as of January 26, 2016, the “Existing Term Loan Credit Agreement”). As contemplated under the terms of the Commitment Letter, on July 25, 2016, EHC and AmSurg elected to structure the Term Loan Facility as an incremental credit facility under the Existing Term Loan Credit Agreement and to reduce the Commitment Parties’ commitments to provide the Term Loan Facility by the amount of EHC’s term loan borrowings then outstanding, reducing the related fees under the Commitment Letter. After giving effect to such reduction, the Commitment Parties’ remaining commitment to provide EHC and AmSurg with a term loan facility is $3.04 billion.

In addition to the borrowing under its Existing Term Loan Credit Agreement and the Credit Facilities, all indebtedness under that certain Indenture, dated as of June 18, 2014, among EHC, the subsidiary guarantors from time to time parties thereto and Wilmington Trust, National Association as trustee (as amended by the First Supplemental Indenture, dated as of June 18, 2014, the Second Supplemental Indenture, dated as of September 10, 2014, the Third Supplemental Indenture, dated as of May 4, 2015, the Fourth Supplemental Indenture, dated as of November 23, 2015 and the Fifth Supplemental Indenture, dated as of January 25, 2016), will remain outstanding following the Merger.

Newco expects to borrow on the effective date of the Mergers the funds available on such date under the Commitment Letter and to use the proceeds therefrom to consummate the Mergers and to refinance and repay certain existing indebtedness of EHC and AmSurg.

For a detailed description of the terms of the Financing, see “The Mergers—Financing of the Transaction” beginning on page 137.

Litigation Relating to the Mergers

Following the announcement of the proposed Mergers, a purported Envision stockholder filed a putative stockholder class action lawsuit against the members of the Envision Board and Barclays Bank in the Court of Chancery of the State of Delaware on July 15, 2016. The case is captioned Anderson v. Sanger et al. , C.A. No. 12561-CB (Del. Ch.) . The lawsuit alleges that the members of the Envision Board violated their fiduciary duties in connection with the proposed Mergers and that Barclays Bank aided and abetted those breaches. Among other remedies, the plaintiff seeks to enjoin the Mergers from proceeding or, alternatively, damages in the event the Mergers are consummated. We believe this lawsuit is without merit and intend to defend the lawsuit vigorously.

 

The Special Meetings

The AmSurg Special Meeting (see page 53)

The AmSurg special meeting will be held at AmSurg’s corporate headquarters at 1A Burton Hills Boulevard, Nashville, Tennessee 37215, on [                    ], 2016, at [            ] a.m., central time. At the AmSurg special meeting, AmSurg shareholders will be asked to consider and vote upon:

 

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the AmSurg Merger Proposal;

 

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the AmSurg Compensation Proposal; and

 

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the AmSurg Adjournment Proposal.

You may vote at the AmSurg special meeting if you owned shares of AmSurg common stock at the close of business on [                    ], 2016, which we refer to as the AmSurg record date. As of the close of business on the AmSurg record date, there were [            ] shares of AmSurg common stock outstanding and entitled to vote. You may cast one vote for each share of AmSurg common stock that you owned as of the close of business on the AmSurg record date.

As of the close of business on the AmSurg record date, approximately [    ]% of the outstanding shares of AmSurg common stock were held by AmSurg’s directors and executive officers and their affiliates. We currently expect that AmSurg’s directors and executive officers will vote their AmSurg shares in favor of the above-listed proposals, although none of them has entered into any agreements obligating him or her to do so.

AmSurg shareholder approval of the AmSurg Merger Proposal is required to complete the Mergers. The affirmative vote of a majority of the outstanding shares of AmSurg common stock entitled to vote on such proposal is required to approve the AmSurg Merger Proposal. The votes cast in favor of the AmSurg Compensation Proposal must exceed the votes cast against it to approve the AmSurg Compensation Proposal. The votes cast in favor of the AmSurg Adjournment Proposal must exceed the votes cast against it to approve the AmSurg Adjournment Proposal.

The AmSurg Board unanimously recommends that AmSurg shareholders vote “FOR” all of the proposals set forth above, as more fully described under “The AmSurg Special Meeting” beginning on page 53.

The Envision Special Meeting (See page 59)

The Envision special meeting will be held at [            ], on [            ], 2016, at [            ] a.m., mountain time. At the Envision special meeting, Envision stockholders will be asked:

 

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to consider and vote on the Envision Merger Proposal;

 

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to consider and vote on the Envision Compensation Proposal; and

 

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to consider and vote on the Envision Adjournment Proposal.

You may vote at the Envision special meeting if you owned shares of Envision common stock at the close of business on [            ], 2016, which we refer to as the Envision record date. As of the close of business on the Envision record date, there were [            ] shares of Envision common stock outstanding and entitled to vote. You may cast one vote for each share of Envision common stock that you owned as of the close of business on the Envision record date.

As of the close of business on the Envision record date, approximately [            ]% of the outstanding shares of Envision common stock were held by Envision’s directors and executive officers and their affiliates. We

 

currently expect that Envision’s directors and executive officers will vote their Envision shares in favor of the above-listed proposals, although none of them has entered into any agreements obligating him or her to do so.

Completion of the Mergers is conditioned on approval of the Envision Merger Proposal. Approval of the Envision Merger Proposal requires the affirmative vote of a majority of all outstanding shares of the Envision common stock entitled to vote on such proposal. Approval of the Envision Compensation Proposal requires the affirmative vote of a majority of the outstanding shares of Envision common stock present in person or represented by proxy at the Envision special meeting entitled to vote on such proposal. Approval of the Envision Adjournment Proposal requires the affirmative vote of a majority of the outstanding shares of Envision common stock present in person or represented by proxy at the Envision special meeting entitled to vote on such proposal.

The Envision Board unanimously recommends that Envision stockholders vote “FOR” all of the proposals set forth above, as more fully described under “The Envision Special Meeting” beginning on page 59.

No Appraisal/Dissenters’ Rights

Under Section 48-23-102 of the TBCA, the holders of AmSurg common stock and AmSurg Preferred Stock do not have the right to dissent in connection with the Mergers.

Under Section 262 of the DGCL, the holders of Envision common stock do not have appraisal rights in connection with the Mergers.

See “No Appraisal/Dissenters’ Rights” on page 208 for more information on appraisal/dissenters’ rights.

Accounting Treatment of the Mergers

The combined company will account for the Mergers using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S.GAAP”) and Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 805, “Business Combinations” (“ASC 805”). Although the business combination of AmSurg and Envision is a “merger of equals,” U.S.GAAP requires that one of the two companies in the merger be designated as the acquirer for accounting purposes based on the evidence available. Accordingly, AmSurg will be treated as the acquiring entity for accounting purposes. In identifying AmSurg as the acquiring entity, the companies took into account the structure of the transaction, the composition of the governing body of the combined company and the designation of certain senior management positions of the combined company. As a result, the historical financial statements of AmSurg will become the historical financial statements of the combined company.

Risk Factors

You should also carefully consider the risks that are described in the section entitled “Risk Factors” beginning on page 39.