Exhibit 4.1
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 17, 2016, among AmSurg Corp., a Tennessee
corporation (the “Issuer”), the Subsidiary Guarantors identified on the signature pages hereto (the “Subsidiary Guarantors”) and U.S. Bank National Association (or its permitted successor), as trustee under the Existing Indenture
referred to below (the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Issuer, the Subsidiary Guarantors and the Trustee have heretofore executed an Indenture, dated as of July 16, 2014 (the
“Original Indenture”), providing for the issuance by the Issuer of $1,100,000,000 aggregate principal amount of its 5.625% Senior Notes due 2022 (the “Notes”);
WHEREAS, the Original Indenture has heretofore been supplemented to add additional Subsidiary Guarantors (the Original Indenture, as so
supplemented, is hereinafter referred to as the “Existing Indenture”);
WHEREAS, under Section 8.02 of the Original
Indenture, the Issuer, the Subsidiary Guarantors and the Trustee may amend the Existing Indenture with the consent of the Holders of at least a majority in principal amount of Notes then outstanding voting as a single class pursuant to the terms set
forth therein; and
WHEREAS, Holders of a majority in principal amount of Notes outstanding voting as a single class have consented to the
amendments set forth herein (the “Consents”) in connection with the consent solicitation of the Issuer commencing on August 8, 2016 with respect to the Notes (the “Consent Solicitation”); and
WHEREAS, the Issuer and the Subsidiary Guarantors desire to enter into this Supplemental Indenture on the date set forth above for the purpose
of making the amendments set forth herein, which amendments will become operative as set forth in
Section 3
herein;
WHEREAS,
all other conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument enforceable in accordance with its terms have been performed and fulfilled by the parties hereto, and the execution and
delivery thereof have been in all respects duly authorized by the parties hereto.
NOW, THEREFORE, for and in consideration of the
foregoing premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:
1.
DEFINITIONS
. For all purposes of the Existing Indenture and this Supplemental Indenture, except as otherwise expressly provided or
unless the context otherwise requires:
(a)
References
. The terms “herein,” “hereof” and other
words of similar import refer to the Existing Indenture and this Supplemental Indenture as a whole and not to any particular article, section or other subdivision; and
(b)
Capitalized Terms
. All capitalized terms used in this Supplemental
Indenture but not defined herein shall have the meanings assigned to such terms in the Existing Indenture.
2.
AMENDMENT OF
CERTAIN PROVISIONS OF ARTICLE 1 AND OTHER RELATED PROVISIONS OF THE ORIGINAL INDENTURE
.
(a)
Amendment of
Section 1.01 of the Original Indenture
. From and as of the Operational Time (as defined in
Section 3(b)
of this Supplemental Indenture), Section 1.01 of the Original Indenture shall be amended by replacing the definition of
“Change of Control” set forth in the Original Indenture in its entirety as follows:
“’Change of
Control’ means the occurrence of any of the following events:
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(a)
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the Issuer becomes aware that any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or has become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act, except that for purposes of this clause (a) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or
only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Issuer;
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(b)
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the Issuer is liquidated or dissolved or adopts a plan of liquidation or dissolution;
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(c)
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the merger or consolidation of the Issuer with or into another Person or the merger of another Person with or into the Issuer, or the sale of all or substantially all the assets of the Issuer (determined on a
consolidated basis) to another Person, other than a transaction following which (i) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Issuer immediately prior to such
transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such
merger or consolidation transaction immediately after such transaction and (ii) in the case of a sale of assets transaction, a transaction following which each transferee becomes an obligor in respect of the Notes and a Subsidiary of the
transferor of such assets; and
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(d)
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the occurrence of a “Change of Control” under the indenture governing the 2020 Senior Notes (other than a Change of Control as a result of the Envision Merger);
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provided
,
however
, that neither (x) the merger of the Issuer into New Amethyst Corp., a Delaware corporation (“New
Amethyst”) nor (y) the merger of Envision Healthcare Holdings, Inc., a Delaware corporation (“Envision”) into New Amethyst, each pursuant to that certain Agreement and Plan of Merger by and among the Issuer, Envision, and New
Amethyst, dated as of June 15, 2016 (collectively, the “Envision Merger”) will constitute a Change of Control.”
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(b)
Amendment of Section 1.01 of the Original Indenture
. From and as
of the Operational Time, Section 1.01 of the Existing Indenture shall be further amended by adding the following new terms and definitions in the appropriate alphabetical order:
“’Limited Condition Acquisition’ means any acquisition by one or more of the Issuer and its Restricted Subsidiaries of any
assets, business or Person permitted by this Indenture whose consummation is not conditioned on the availability of, or on obtaining, third party financing.”
(c)
Addition of Section 1.04 Limited Condition Acquisition to the Existing Indenture
. From and as of the
Operational Time, the Existing Indenture is hereby amended by adding the following Section 1.04 thereto:
“Section 1.04.
Limited Condition Acquisition
. In connection with any action being taken in connection with a
Limited Condition Acquisition, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result
from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such
Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 1.04, and any Default or Event of Default occurs following the date the definitive
agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for
purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder.
In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of:
(i) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Coverage
Ratio or the Consolidated Secured Debt Ratio; or
(ii) testing baskets set forth in this Indenture (including baskets
measured as a percentage of Total Assets);
in each case, at the option of the Issuer (the Issuer’s election to
exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such
Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any
Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for which consolidated financial statements of the Issuer are
available, the Issuer could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer has made an LCA
Election and any of the ratios or baskets for which
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compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Total Assets of the Issuer or
the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made
an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the
conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited
Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a pro forma
basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.”
(d)
Amendment of Additional Provisions of Existing Indenture
. From and as of the Operational Time, any and all
additional provisions of the Existing Indenture shall be deemed amended to reflect the intentions of the amendments provided for in this
Section 2
and elsewhere herein.
3.
EFFECT OF SUPPLEMENTAL INDENTURE; OPERATION OF AMENDMENTS
.
(a)
Effect of Supplemental Indenture
. In accordance with Section 8.02 of the Existing Indenture, upon the execution
of this Supplemental Indenture, the Existing Indenture shall be modified in accordance herewith, and this Supplemental Indenture shall form a part of the Existing Indenture for all purposes; and every Holder of the Notes heretofore authenticated and
delivered under the Existing Indenture shall be bound hereby. Except as modified by this Supplemental Indenture, the Existing Indenture and the Notes, and the rights of the Holders of the Notes thereunder, shall remain unchanged and in full force
and effect.
(b)
Operation of Amendments
. The provisions of this Supplemental Indenture shall not become operative
until the date and time (such date and time, the “Operational Time”) the Issuer notifies (in writing) The Depository Trust Company, as depositary for the Notes (the “Depositary”), that the Issuer has purchased the Consents and
not withdrawn pursuant to the Consent Solicitation. In the event the Issuer notifies (in writing) the Depositary that it has withdrawn or terminated the Consent Solicitation prior to the Operational Time, this Existing Indenture shall be terminated
and be of no force or effect and the Original Indenture shall not be modified hereby. The Issuer shall promptly notify the Trustee in writing of any notice it gives to the Depositary.
4.
MATTERS CONCERNING THE TRUSTEE
. The Trustee accepts the trusts of the Existing Indenture, as amended and supplemented by this
Supplemental Indenture, and agrees to perform the same, but only upon the terms and conditions set forth in the Existing Indenture, as amended and supplemented by this Supplemental Indenture, to which the parties hereto and the Holders from time to
time of the Notes agree and, except as expressly set forth in the Existing Indenture, as amended and supplemented by this Supplemental Indenture, shall incur no liability or responsibility in respect thereof. Without limiting the generality of the
foregoing, the recitals
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contained herein shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness, and the Trustee makes no representation as to the validity or
sufficiency of this Supplemental Indenture or any consents thereto.
5.
RATIFICATION AND CONFIRMATION OF THE EXISTING INDENTURE
.
Except as expressly amended hereby, the Existing Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect.
6.
MISCELLANEOUS
.
(a)
Binding Effect
. All agreements of the Issuer in this Supplemental Indenture shall be binding upon the Issuer’s
successors. All agreements of the Subsidiary Guarantors in this Supplemental Indenture shall be binding upon such Subsidiary Guarantors’ successors. All agreements of the Trustee in this Supplemental Indenture shall be binding upon its
successors.
(b)
NEW YORK LAW TO GOVERN
. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
SUPPLEMENTAL INDENTURE.
(c)
Conflict with Trust Indenture Act of 1939
. If and to the extent that any provision of
this Supplemental Indenture limits, qualifies or conflicts with the duties imposed by Sections 310-317 of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), by operation of Section 318(c) of the Trust Indenture
Act, the imposed duties shall control.
(d)
Headings for Convenience of Reference
. The titles and headings of the
sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.
(e)
Counterparts
. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but such counterparts shall constitute but one and the same agreement.
(f)
Severability
. In case any provision of this Supplemental Indenture shall be determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof or of the Existing Indenture shall
not in any way be affected or impaired thereby.
(g)
Effect Upon Existing Indenture
. This Supplemental Indenture
shall form a part of Existing Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
(h)
Trustee
. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Subsidiary Guarantors and the Issuer.
(
signature page follows
)
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IN WITNESS WHEREOF, the Issuer, Subsidiary Guarantors and the Trustee have caused this
Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized and their respective corporate seals, duly attested, to be hereunto affixed all as of the day and the year first above written.
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AMSURG CORP.
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By:
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/s/ Claire M. Gulmi
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Name:
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Claire M. Gulmi
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Title:
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Executive Vice President and Chief Financial Officer
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SUBSIDIARY GUARANTORS:
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AMSURG HOLDINGS, INC.
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AMSURG ANESTHESIA MANAGEMENT SERVICES, LLC
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AMSURG EC TOPEKA, INC.
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AMSURG EC ST. THOMAS, INC.
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AMSURG EC BEAUMONT, INC.
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AMSURG KEC, INC.
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AMSURG EC SANTA FE, INC.
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AMSURG EC WASHINGTON, INC.
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AMSURG TORRANCE, INC.
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AMSURG ABILENE, INC.
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AMSURG SUNCOAST, INC.
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AMSURG LA JOLLA, INC.
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AMSURG HILLMONT, INC.
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AMSURG PALMETTO, INC.
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AMSURG NORTHWEST FLORIDA, INC.
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AMSURG OCALA, INC.
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AMSURG MARYVILLE, INC.
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AMSURG BURBANK, INC.
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AMSURG MELBOURNE, INC.
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AMSURG EL PASO, INC.
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AMSURG CRYSTAL RIVER, INC.
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AMSURG ABILENE EYE, INC.
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AMSURG INGLEWOOD, INC.
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AMSURG SAN ANTONIO TX, INC.
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AMSURG SAN LUIS OBISPO CA, INC.
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AMSURG TEMECULA CA, INC.
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AMSURG ESCONDIDO CA, INC.
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AMSURG SCRANTON PA, INC.
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AMSURG ARCADIA CA, INC.
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AMSURG MAIN LINE PA, INC.
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AMSURG OAKLAND CA, INC.
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AMSURG LANCASTER PA, INC.
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AMSURG POTTSVILLE PA, INC.
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AMSURG GLENDORA CA, INC.
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AMSURG KISSIMMEE FL, INC.
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AMSURG ALTAMONTE SPRINGS FL, INC.
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Signatures - Continued
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NSC RBO EAST, LLC
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LONG BEACH NSC, LLC
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TORRANCE NSC, LLC
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DAVIS NSC, LLC
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FULLERTON NSC, LLC
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SAN ANTONIO NSC, LLC
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AUSTIN NSC, LLC
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TWIN FALLS NSC, LLC
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KENWOOD NSC, LLC
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TOWSON NSC, LLC
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NSC WEST PALM, LLC
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TAMPA BAY NSC, LLC
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CORAL SPRINGS NSC, LLC
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WESTON NSC, LLC
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AMSURG COLTON CA, INC.
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AMSURG FRESNO ENDOSCOPY, INC.
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AMSURG TEMECULA II INC.
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AMSURG FINANCE, INC.
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SHI II, LLC
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ASDH I, LLC
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By:
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/s/ Claire M. Gulmi
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Name:
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Claire M. Gulmi
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Title:
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Vice President, Secretary and Treasurer
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AUSTIN NSC, LP
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By:
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Austin NSC, LLC, its general partner
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By:
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/s/ Claire M. Gulmi
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Name:
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Claire M. Gulmi
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Title:
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Vice President, Secretary and Treasurer
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WILTON NSC, LLC
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By:
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AmSurg Holdings, Inc. as the managing member
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By:
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/s/ Claire M. Gulmi
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Name:
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Claire M. Gulmi
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Title:
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Vice President, Secretary and Treasurer
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Signatures - Continued
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ANESTHESIA AND PAIN MANAGEMENT SERVICES OF CALIFORNIA, INC.
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ANESTHESIOLOGY OF JUPITER, P.A.
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MEDICAL ANESTHESIA CONSULTANTS MEDICAL GROUP, INC.
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NEW JERSEY HEALTHCARE SPECIALISTS, P.C.
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NORTH TEXAS PERINATAL ASSOCIATES, P.A.
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SHERIDAN ACQUISITION ASSOCIATES II, P.A.
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SHERIDAN ACQUISITION ASSOCIATES, P.A.
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SHERIDAN ANESTHESIA SERVICES OF MARYLAND, P.C.
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SHERIDAN ANESTHESIA SERVICES OF MINNESOTA, P.C.
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SHERIDAN CRITICAL CARE SERVICES, P.A.
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SHERIDAN HEALTHCARE OF ARKANSAS, P.A.
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SHERIDAN HEALTHCARE OF CONNECTICUT, P.C.
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SHERIDAN HEALTHCARE OF MASSACHUSETTS, P.C.
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SHERIDAN HEALTHCARE OF NORTH TEXAS, P.A.
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SHERIDAN HEALTHCARE OF TEXAS, P.A.
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TRI-COUNTY PAIN MANAGEMENT, P.A.
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SHERIDAN EMERGENCY PHYSICIAN SERVICES OF INDIANA, P.C.
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SHERIDAN ANESTHESIA SERVICES OF PENNSYLVANIA, P.C.
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By:
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/s/ Gilbert Drozdow
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Name:
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Gilbert Drozdow
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Title:
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President
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Signatures - Continued
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ALL WOMEN’S HEALTHCARE HOLDINGS, INC.
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ALL WOMEN’S HEALTHCARE, INC.
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ALL WOMEN’S HEALTHCARE OF DADE, INC.
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ALL WOMEN’S HEALTHCARE OF SAWGRASS, INC.
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ALL WOMEN’S HEALTHCARE OF WEST BROWARD, INC.
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ALL WOMEN’S HEALTHCARE SERVICES, INC.
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COMPREHENSIVE TELERADIOLOGY SOLUTIONS, INC.
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DISCOVERY CLINICAL RESEARCH, INC.
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FLORIDA UNITED RADIOLOGY, L.C.
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GLOBAL SURGICAL PARTNERS, INC.
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ICS RADIOLOGY, INC.
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JUPITER IMAGING ASSOCIATES, INC.
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RADIOLOGY ASSOCIATES OF HOLLYWOOD, INC.
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SHERIDAN RADIOLOGY SERVICES, INC.
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SHERIDAN RADIOLOGY MANAGEMENT SERVICES, INC.
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SHERIDAN RADIOLOGY SERVICES OF CENTRAL FLORIDA, INC.
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SHERIDAN RADIOLOGY SERVICES OF KENTUCKY, INC.
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SHERIDAN RADIOLOGY SERVICES OF PINELLAS, INC.
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SHERIDAN RADIOLOGY SERVICES OF SOUTH FLORIDA, INC.
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FM HEALTHCARE SERVICES, INC.
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FMO HEALTHCARE HOLDINGS, INC.
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FO INVESTMENTS, INC.
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FO INVESTMENTS II, INC.
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FO INVESTMENTS III, INC.
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By:
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/s/ Claire M. Gulmi
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Name:
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Claire M. Gulmi
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Title:
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Vice President and Treasurer
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Signatures - Continued
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ANESTHESIOLOGISTS OF GREATER ORLANDO, INC.
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ANESTHESIOLOGY ASSOCIATES OF TALLAHASSEE, INC.
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BETHESDA ANESTHESIA ASSOCIATES, INC.
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BOCA ANESTHESIA SERVICE, INC.
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COMPREHENSIVE PAIN MEDICINE, INC.
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DRS. ELLIS, ROJAS, ROSS & DEBS, INC.
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FLAMINGO ANESTHESIA ASSOCIATES, INC.
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GREATER FLORIDA ANESTHESIOLOGISTS, LLC
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GYNECOLOGIC ONCOLOGY ASSOCIATES, INC.
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INTERVENTIONAL REHABILITATION OF SOUTH FLORIDA, INC.
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JACKSONVILLE BEACHES ANESTHESIA ASSOCIATES, INC.
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JUPITER ANESTHESIA ASSOCIATES, L.L.C.
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JUPITER HEALTHCARE, LLC
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NEW GENERATIONS BABEE BAG, INC.
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NORTH FLORIDA PERINATAL ASSOCIATES, INC.
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PARITY HEALTHCARE, INC.
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SHERIDAN ANESTHESIA SERVICES OF ALABAMA, INC.
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SHERIDAN ANESTHESIA SERVICES OF LOUISIANA, INC.
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SHERIDAN ANESTHESIA SERVICES OF OKLAHOMA, INC.
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SHERIDAN ANESTHESIA SERVICES OF VIRGINIA, INC.
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SHERIDAN CHILDREN’S HEALTHCARE SERVICES, INC.
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SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF ARIZONA, INC.
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SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF LOUISIANA, INC.
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SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF NEW MEXICO, INC.
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SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF VIRGINIA, INC.
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SHERIDAN CLINICAL RESEARCH, INC.
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SHERIDAN EMERGENCY PHYSICIAN SERVICES, INC.
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SHERIDAN EMERGENCY PHYSICIAN SERVICES OF MISSOURI, INC.
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SHERIDAN EMERGENCY PHYSICIAN SERVICES OF NORTH MISSOURI, INC.
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SHERIDAN EMERGENCY PHYSICIAN SERVICES OF SOUTH DADE, INC.
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SHERIDAN EMERGENCY PHYSICIAN SERVICES OF SOUTH FLORIDA, INC.
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SHERIDAN HEALTHCARE, INC.
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SHERIDAN HEALTHCARE OF LOUISIANA, INC.
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SHERIDAN HEALTHCARE OF MISSOURI, INC.
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Signatures - Continued
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SHERIDAN HEALTHCARE OF VERMONT, INC.
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SHERIDAN HEALTHCARE OF VIRGINIA, INC.
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SHERIDAN HEALTHCARE OF WEST VIRGINIA, INC.
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SHERIDAN HEALTHCORP, INC.
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SHERIDAN HEALTHCORP OF CALIFORNIA, INC.
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SHERIDAN HEALTHY HEARING SERVICES, INC.
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SHERIDAN HOLDINGS, INC.
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SHERIDAN INVESTCO, LLC
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SOUTHEAST PERINATAL ASSOCIATES, INC. SUNBEAM ASSET, LLC
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SUNBEAM INTERMEDIATE HOLDINGS, INC.
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SUNBEAM PRIMARY HOLDINGS, INC.
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TENNESSEE VALLEY NEONATOLOGY, INC.
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TIVA HEALTHCARE, INC.
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BAY AREA ANESTHESIA, L.L.C.
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COASTAL ANESTHESIA STAFFING, LLC
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COASTAL ANESTHESIOLOGY
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CONSULTANTS, LLC
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SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF OHIO, INC.
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SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF KENTUCKY, INC.
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SHERIDAN ROP SERVICES OF VIRGINIA, INC.
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SHERIDAN CHILDREN’S SERVICES OF ALABAMA, INC.
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MEDICAL INFORMATION MANAGEMENT SOLUTIONS, LLC
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By:
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/s/ Claire M. Gulmi
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Name:
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Claire M. Gulmi
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Title:
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Chief Executive Officer
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Signatures - Continued
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CHANDLER EMERGENCY MEDICAL GROUP, L.L.C. D/B/A PREMIER EMERGENCY MEDICAL SPECIALISTS
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By:
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/s/ Claire M. Gulmi
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Name:
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Claire M. Gulmi
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Title:
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Manager
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PARTNERS IN MEDICAL BILLING, INC.
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By:
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/s/ Jillian Marcus
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Name:
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Jillian Marcus
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Title:
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President
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SHERIDAN ANESTHESIA SERVICES OF GEORGIA, P.C.
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MEDICAL EMERGENCY CONSULTANTS OF CALIFORNIA, INC.
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F&S APEX, INC.
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F&S RADIOLOGY P.C.
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FRANKLIN & SEIDELMANN, INC.
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FSH RADIOLOGY, INC.
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SHERIDAN ROP SERVICES OF FLORIDA, INC.
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SENTINEL HEALTHCARE SERVICES, LLC
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By:
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/s/ Jillian Marcus
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Name:
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Jillian Marcus
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Title:
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Vice President
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Signatures - Continued
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SHERIDAN EMERGENCY PHYSICIAN SERVICES OF GEORGIA, LLC
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SHERIDAN EMERGENCY PHYSICIAN SERVICES OF SOUTH CAROLINA, P.A.
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SHERIDAN EMERGENCY PHYSICIAN SERVICES OF KANSAS, P.A.
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By:
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/s/ Paul Anthony Andrulonis
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Name:
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Paul Anthony Andrulonis
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Title:
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President
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SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF COLORADO, P.C.
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SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF SOUTH CAROLINA, P.A.
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SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF NORTH CAROLINA, P.A.
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SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF NEW JERSEY, P.C.
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SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF TENNESSEE, P.C.
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By:
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/s/ M. Richard Auerbach
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Name:
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M. Richard Auerbach
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Title:
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President
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PHYSICIAN OFFICE PARTNERS, INC.
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By:
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/s/ Robert Davey
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Name:
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Robert Davey
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Title:
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President
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CORAL ANESTHESIA ASSOCIATES, INC.
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PAIN PHYSICIANS OF CENTRAL FLORIDA, P.A.
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By:
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/s/ Andrew Greenfield
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Name:
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Andrew Greenfield
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Title:
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President
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ORANGE ANESTHESIA ASSOCIATES, INC.
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By:
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/s/ Andrew Guttman
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Name:
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Andrew Guttman
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Title:
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President
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Signatures - Continued
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SHERIDAN ACQUISITION ASSOCIATES OF GEORGIA, P.C.
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NORTHSIDE ANESTHESIOLOGY CONSULTANTS, L.L.C.
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By:
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/s/ Carey Weiss
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Name:
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Carey Weiss
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Title:
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President
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Signatures - Continued
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NAC PROPERTIES, LLC
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VALLEY ANESTHESIOLOGY CONSULTANTS, INC.
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By:
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/s/ Robert Coward
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Name:
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Robert Coward
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Title:
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President
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Signatures - Continued
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U. S. BANK NATIONAL ASSOCIATION,
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AS TRUSTEE
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By:
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/s/ Wally Jones
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Name:
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Wally Jones
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Title:
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Vice President
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Exhibit 99.1
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Contact:
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Claire M. Gulmi
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Executive Vice President and
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Chief Financial Officer
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(615) 665-1283
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AMSURG ANNOUNCES SUCCESSFUL COMPLETION OF CONSENT SOLICITATION WITH RESPECT TO 5.625% SENIOR NOTES DUE 2022
NASHVILLE, Tenn.
– (August 18, 2016) – AMSURG Corp. (NASDAQ: AMSG) (“AMSURG”) announced today that it has received the
consents necessary to effect certain amendments (the “Amendments”) to its 5.625% Senior Notes due 2022 (CUSIP Nos. 03232 PAD0, 03232 PAC2, and U0018WAB2) (the “Notes”).
The Amendments (i) amend the Indenture governing the Notes, dated as of July 16, 2014 (as supplemented or amended, the “Indenture”), by
and among AMSURG, U.S. Bank, N.A., as trustee (the “Trustee”), and certain subsidiaries of AMSURG, as guarantors (the “Subsidiary Guarantors”), to include limited condition acquisition technology, (ii) amend the definition
of “Change of Control” contained in the Notes to waive any obligation of AMSURG under the Notes to make a change of control offer to repurchase the Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, upon
consummation of the transactions (the “Mergers”) contemplated by the previously announced Agreement and Plan of Merger (the “Merger Agreement”) entered into on June 15, 2016 by AMSURG with Envision Healthcare Holdings, Inc.,
a Delaware corporation (“Envision”), and New Amethyst Corp., a Delaware corporation and a wholly owned subsidiary of AMSURG (“New Amethyst”) and (iii) add to, amend, supplement and change certain other defined terms in the
Notes related to the foregoing.
AMSURG received the consents of holders of a majority of the aggregate principal amount of the Notes prior to the
expiration time of 5:00 p.m., New York City time, on August 17, 2016. As a result, AMSURG and the Trustee have entered into a supplemental indenture which effects the Amendments (the “Supplemental Indenture”).
AMSURG will make cash payments of $2.50 for each $1,000 in aggregate principal amount of Notes for which a consent was validly delivered and not withdrawn
prior to the execution of the Supplemental Indenture in accordance with the terms and conditions of the Consent Solicitation Statement, dated August 8, 2016 (the “Consent Consideration”). AMSURG will pay, through D.F. King &
Co., Inc., the Consent Consideration promptly after expiration.
This announcement is for informational purposes only and is neither an offer to sell nor
a solicitation of an offer to buy any Notes or any other securities. This announcement is also not a solicitation of consents with respect to the Amendments or any securities.
The solicitation agents for the consent solicitation are Barclays Capital Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, SunTrust Robinson
Humphrey, Inc., Deutsche Bank Securities Inc., BMO Capital Markets Corp. and RBC Capital Markets, LLC. Additional information concerning the terms and conditions of the consent solicitation may be obtained from Barclays Capital Inc. at
(800) 438-3242 (toll free) or (212) 528-7581 (collect) or J.P. Morgan Securities LLC.
Copies of the Consent Solicitation Statement and related
documents may be obtained from the information and tabulation agent, D.F. King & Co., Inc., by calling (800) 283-3192 (toll free) or (212) 269-5550 (collect) or by email at
amsg@dfking.com
.
-MORE-
AMSG Announces Successful Completion of Consent Solicitation with Respect
to 5.625% Senior Notes Due 2022
Page
2
August 18, 2016
About AMSURG
AMSURG’s Ambulatory Services Division acquires, develops and operates ambulatory surgery centers in partnership with physicians throughout the U.S.
AMSURG’s Physician Services Division, Sheridan, provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities throughout the U.S., primarily in the areas of anesthesiology, children’s
services, emergency medicine and radiology. Through these businesses as of June 30, 2016, AMSURG owned and operated 258 ASCs and one surgical hospital in 34 states and the District of Columbia and provided physician services to more than 530
healthcare facilities in 32 states. AMSURG has partnerships with, or employs, over 6,000 physicians and other healthcare professionals in 40 states and the District of Columbia.
No Offer or Solicitation / Additional Information and Where to Find It
This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval with respect to the proposed business combination between AMSURG and Envision or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The proposed business combination between AMSURG and Envision will be submitted to their
respective shareholders for consideration. AMSURG has caused New Amethyst to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that constitutes a prospectus of New Amethyst and a joint proxy
statement of AMSURG and Envision. After the Registration Statement is declared effective, AMSURG and Envision will deliver the joint proxy statement/prospectus to their respective shareholders as required by applicable law. This communication is not
a substitute for any prospectus, proxy statement or any other document that may be filed with the SEC in connection with the proposed business combination. Investors and shareholders are urged to read carefully and in their entirety the joint proxy
statement/prospectus and any other relevant documents that are filed with the SEC when they become available because they contain important information about the proposed business combination and related matters. Investors and shareholders can
obtain free copies of the joint proxy statement/prospectus and other documents containing important information about AMSURG, Envision and New Amethyst, once such documents are filed with the SEC, through the website maintained by the SEC at
www.sec.gov
. AMSURG and Envision make available free of charge at
www.amsurg.com
and
www.evhc.net
, respectively (in the “Investors” section), copies of materials they file with, or furnish to, the SEC.
Participants in the Merger Solicitation
AMSURG, Envision
and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of AMSURG and Envision in connection with the proposed
business combination. Information about the directors and executive officers of AMSURG is set forth in its proxy statement for its 2016 annual meeting of shareholders filed with the SEC on April 22, 2016 and its Annual Report on Form 10-K for
the year ended December 31, 2015 filed with the SEC on February 25, 2016. Information about the directors and executive officers of Envision is set forth in its proxy statement for its 2016 annual meeting of shareholders filed with the SEC
on March 23, 2016. These documents can be obtained free of charge from the sources indicated above. A more complete description is contained in the Registration Statement and the joint proxy statement/prospectus filed with the SEC.
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AMSG Announces Successful Completion of Consent Solicitation with Respect
to 5.625% Senior Notes Due 2022
Page
3
August 18, 2016
Forward-Looking Statements
Certain statements and information in this press release may be deemed to be “forward-looking statements” within the meaning of the Federal Private
Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to AMSURG’s and Envision’s objectives, plans and strategies, and all statements (other than statements of
historical facts) that address activities, events or developments that AMSURG and Envision intend, expect, project, believe or anticipate will or may occur in the future. These statements are often characterized by terminology such as
“believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,”
“strategy” and similar expressions, and are based on assumptions and assessments made by AMSURG’s and Envision’s management in light of their experience and their perception of historical trends, current conditions, expected
future developments, and other factors they believe to be appropriate. Any forward-looking statements in this press release are made as of the date hereof, and AMSURG and Envision undertake no duty to update or revise any such statements, whether as
a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance. Whether actual results will conform to expectations and predictions is subject to known and unknown risks and
uncertainties, including: (i) risks and uncertainties discussed in the reports that AMSURG and Envision have filed with the SEC; (ii) general economic, market, or business conditions; (iii) risks associated with the ability to
consummate the business combination between AMSURG and Envision and the timing of the closing of the business combination; (iv) the ability to successfully integrate AMSURG’s and Envision’s operations and employees; (v) the
ability to realize anticipated benefits and synergies of the business combination; (vi) the potential impact of announcement of the business combination or consummation of the transaction on relationships, including with employees, customers
and competitors; and (vii) other circumstances beyond AMSURG’s and Envision’s control. Refer to the section entitled “Risk Factors” in AMSURG’s and Envision’s annual and quarterly reports for a discussion of
important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements.
-END-