UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the Month of February 2021

001-39479

(Commission File Number)

 

 

Akumin Inc.

(Exact name of Registrant as specified in its charter)

 

 

8300 W. Sunrise Boulevard

Plantation, Florida 33322

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover

Form 20-F or Form 40-F.

Form 20-F  ☐         Form  40-F ☑

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by

Regulation S-T Rule 101(b)(1):        

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by

Regulation S-T Rule 101(b)(7):        

 

 

 

Exhibit Index

 

Exhibit No.   

Description

4.1    First Supplemental Indenture, dated as of February 11, 2021
10.1    Amendment No. 1 to the Revolving Credit Agreement, dated as of February 8, 2021
99.1    Press Release dated February 11, 2021: Akumin Inc. Announces Completion of Offering of Additional Senior Secured Notes

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

   

Akumin Inc.

Date: February 11, 2021     By:   /s/ Matt Cameron
      Matt Cameron
      Senior Vice President and General Counsel

Exhibit 4.1

EXECUTION VERSION

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 11, 2021, by and among Akumin Inc., an Ontario corporation (the “Issuer”), the guarantors party hereto (the “Guarantors”) and UMB Bank, National Association, as trustee (in such capacity, the “Trustee”) and notes collateral agent (in such capacity, the “Collateral Agent”).

W I T N E S S E T H

WHEREAS, the Issuer, the Guarantors, the Trustee and the Collateral Agent have heretofore executed and delivered an indenture (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), dated as of November 2, 2020, providing for the issuance of $400,000,000 aggregate principal amount of 7.000% Senior Secured Notes due 2025 (the “Existing Notes”);

WHEREAS, Section 2.02 of the Indenture provides that the Issuer may issue additional Notes under the Indenture subject to compliance with Section 4.09 of the Indenture and certain other conditions set forth in the Indenture;

WHEREAS, the Issuer and the Guarantors desire to execute and deliver this Supplemental Indenture for the purpose of issuing an additional $75,000,000 aggregate principal amount of 7.000% Senior Secured Notes due 2025, having terms substantially identical in all material respects to the Existing Notes (the “New Notes” and, together with the Existing Notes, the “Notes”); and

WHEREAS, Section 9.01 of the Indenture provides that, among other things, the Issuer, the Guarantors, the Trustee and the Collateral Agent may amend or supplement the Indenture without the consent of any Holder to provide for the issuance of additional Notes in accordance with the terms of the Indenture and to cure any ambiguity, defect or inconsistency (as determined by the Issuer in good faith).

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Additional Notes. As of the date hereof, the Issuer will issue, and the Trustee is directed to authenticate and deliver, the New Notes under this Supplemental Indenture, which constitute additional Notes under the Indenture, having terms substantially identical in all material respects to the Existing Notes, at an offering price of 105.000%, plus accrued and unpaid interest from November 2, 2020. The Existing Notes and the New Notes shall be treated as a single class for all purposes under the Indenture. The New Notes shall be substantially in the same form attached as Exhibit A to the Indenture.

(3) Amendment. Section 1.01 of the Indenture is hereby amended to add the following definition in alphabetical order:

“Additional Notes” means any additional Notes (other than the Initial Notes) issued after the Issue Date in accordance with the fourth paragraph of Section 2.02 hereof.

(4) Necessary Actions. Each of the Issuer and the Guarantors hereby represents and warrants that all actions necessary to give effect to this Supplemental Indenture have been taken.

(5) Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, THE NOTES (INCLUDING THE NEW NOTES) AND THE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

(6) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

(7) Effect of Headings. The Section headings herein have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

(8) The 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 Issuer and the Guarantors.

(9) Continued Effect. Except as expressly supplemented and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Indenture (as supplemented and amended by this Supplemental Indenture), including the Guarantees contained therein, is in all respects hereby ratified and confirmed. This Supplemental Indenture and all the terms and conditions of this Supplemental Indenture, with respect to the New Notes, shall be and be deemed to be part of the terms and conditions of the Indenture for any and all purposes.

(10) Effectiveness of Supplemental Indenture. This Supplemental Indenture shall become effective immediately upon its execution and delivery by the Issuer, the Guarantors, the Trustee and the Collateral Agent.

[The remainder of this page is intentionally left blank.]

 

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

 

AKUMIN INC.,

as Issuer

By:   /s/ Mohammad Saleem
  Name: Mohammad Saleem
  Title: Chief Financial Officer and Corporate Secretary
AKUMIN HOLDINGS CORP.
By:   /s/ Mohammad Saleem
  Name: Mohammad Saleem
  Title: Chief Financial Officer and Corporate Secretary

ADVANCED DIAGNOSTIC GROUP, LLC

ADVANCED DIAGNOSTIC HOLDINGS, LLC

ADVANCED DIAGNOSTIC RESOURCES, LLC

AFO IMAGING, INC.

AKUMIN CORP.

AKUMIN FL, LLC

AKUMIN FLORIDA HOLDINGS, LLC

AKUMIN HEALTH ILLINOIS, LLC

AKUMIN IMAGING TEXAS, LLC

DELAWARE OPEN MRI RADIOLOGY ASSOCIATES, LLC

ELITE IMAGING, LLC

ELITE RADIOLOGY OF GEORGIA, LLC

IMAGING CENTER OF WEST PALM BEACH LLC

JEANES RADIOLOGY ASSOCIATES, LLC

LCM IMAGING, INC.

LEBANON DIAGNOSTIC IMAGING, LLC

PMI PARTNERS, LLC

PREFERRED IMAGING AT CASA LINDA PLAZA, LLC

PREFERRED IMAGING AT THE MEDICAL CENTER, LLC

PREFERRED IMAGING HEB, LLC

PREFERRED IMAGING OF AUSTIN, LLC

PREFERRED IMAGING OF CORINTH, LLC

PREFERRED IMAGING OF DENTON, LLC

PREFERRED IMAGING OF FORT WORTH, LLC

PREFERRED IMAGING OF FRISCO, LLC

PREFERRED IMAGING OF GARLAND, LLC

PREFERRED IMAGING OF GRAPEVINE/COLLEYVILLE, LLC

PREFERRED IMAGING OF IRVING, LLC

PREFERRED IMAGING OF MCKINNEY, LLC

PREFERRED IMAGING OF MESQUITE, LLC

PREFERRED IMAGING OF PLANO, LLC

PREFERRED IMAGING ON PLANO PARKWAY, LLC

PREFERRED OPEN MRI, LLC

RITTENHOUSE IMAGING CENTER, LLC

ROSE RADIOLOGY CENTERS, LLC

ROUND ROCK IMAGING, LLC

 

[Akumin Inc. – First Supplemental Indenture Signature Page]

SYNCMED, LLC

TIC ACQUISITION HOLDINGS, LLC

VISTA PEM PROVIDERS, LLC

WILKES-BARRE IMAGING, L.L.C.,

each as a Guarantor

By:  

/s/ Rohit Navani

 

Name: Rohit Navani

Title: Chief Operating Officer

 

[Akumin Inc. – First Supplemental Indenture Signature Page]

UMB BANK, NATIONAL ASSOCIATION,

as Trustee and Collateral Agent

By:

 

/s/ David Massa

 

Name: David Massa

Title: Senior Vice President

 

[Akumin Inc. – First Supplemental Indenture Signature Page]

Exhibit 10.1

Execution Version

AMENDMENT NO. 1, dated as of February 8, 2021 (this “Amendment”), to that certain Revolving Credit Agreement, dated as of November 2, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Amendment No. 1 Effective Date (as defined below), the “Existing Credit Agreement” and, as amended by this Amendment and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Amended Credit Agreement”), among Akumin Inc., an Ontario corporation (the “Borrower”), certain subsidiaries of the Borrower party thereto as guarantors (collectively, the “Guarantors” and, individually, each a “Guarantor”), the lenders from time to time party thereto (the “Lenders”) and BBVA USA, as Administrative Agent and Collateral Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement.

WHEREAS, the Borrower intends to issue $75.0 million in aggregate principal amount of 7.00% senior secured notes due 2025 (the “New Notes”) as described in the Offering Memorandum dated as of February 8, 2021 (the “Offering Memorandum”);

WHEREAS, Section 11.01 of the Existing Credit Agreement provides that the Credit Parties and the Required Lenders may amend the Existing Credit Agreement and the other Credit Documents for certain purposes; and

WHEREAS, each Lender that has executed this Amendment in its capacity as a Lender has agreed to consent to this Amendment and such Lenders collectively constitute the Required Lenders.

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendment. Effective as of the Amendment No. 1 Effective Date, the Borrower, the Administrative Agent and the Required Lenders hereby agree that the Existing Credit Agreement shall be amended as follows:

(a) The definition of “2025 Senior Secured Notes” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

““2025 Senior Secured Notes” means, collectively, (i) the $400.0 million aggregate principal amount of 7.00% senior secured notes due 2025 of the Borrower issued pursuant to that certain Indenture, dated as of November 2, 2020, among the Borrower, the Guarantors and UMB Bank, National Association, as trustee and as collateral agent, and (ii) the $75.0 million aggregate principal amount of 7.00% senior secured notes due 2025 of the Borrower described in the Offering Memorandum dated as of February 8, 2021 and issued pursuant to that certain First Supplemental Indenture, dated on or about February 10, 2021, among the Borrower, the Guarantors and UMB Bank, National Association, as trustee and as collateral agent.”

(b) Clause (x) of Section 2.01(d)(i) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(x) (A) an amount equal to (I) the greater of $75.0 million and 100% of Consolidated EBITDA for the most recently ended Measurement Period minus (II) $55.0 million (the “Incremental Base Amount”), minus (B) the aggregate principal amount of Incremental Equivalent Debt incurred pursuant to Section 8.03(y)(i) after the Closing Date, plus”

Section 2. Effectiveness. This Amendment shall be deemed effective as of February 8, 2021 upon the Administrative Agent’s receipt of counterparts of this Amendment, executed and delivered by a duly authorized officer of each of (i) the Borrower and (ii) Lenders constituting the Required Lenders (the “Amendment No. 1 Effective Date”); provided that the Amendment No. 1 Effective Date shall be deemed not to have occurred, and this Amendment shall not be effective, if the New Notes have not been issued on or prior to the date set forth as the closing date in the purchase agreement relating to such New Notes.

Section 3. Representations and Warranties. The Borrower hereby represents and warrants that as of the date hereof, after giving effect to the terms of this Amendment:

(a) the representations and warranties of the Borrower and each other Credit Party contained in Article VI of the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date (provided that representations and warranties that are qualified by materiality are true and correct in all respects); and

(b) no Default or Event of Default exists on and as of the date hereof.

Section 4. Counterparts; Integration; Effectiveness. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment constitutes the entire contract among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be as effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “execute,” “signature” and words of like import in this Amendment shall be deemed to include electronic signatures, which shall be of the same legal effect, validity or enforceability as a manually executed signature, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 5. Applicable Law. THIS AMENDMENT AND THE CONSENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 6. Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.

 

2

Section 7. Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agent, in each case under the Amended Credit Agreement or any other Credit Document; and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other provision of the Amended Credit Agreement or any other Credit Document. Each and every term, condition, obligation, covenant and agreement contained in the Amended Credit Agreement or any other Credit Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each Credit Party reaffirms its obligations under the Credit Documents to which it is party and the validity of the Liens granted by it pursuant to the Collateral Documents. This Amendment shall constitute a Credit Document for purposes of the Amended Credit Agreement and from and after the Amendment No. 1 Effective Date, all references to the Credit Agreement in any Credit Document and all references in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Amended Credit Agreement. Each of the Credit Parties hereby (i) consents to this Amendment, (ii) confirms that all obligations of such Credit Party under the Credit Documents to which such Credit Party is a party shall continue to apply to the Amended Credit Agreement and (iii) agrees that all security interests granted by it pursuant to any Credit Document (whether before, on or after the Amendment No. 1 Effective Date) shall secure (and continue to secure) the Obligations under the Credit Documents as amended by this Amendment. The parties hereto acknowledge and agree that the amendment of the Existing Credit Agreement pursuant to this Amendment and all other Credit Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Existing Credit Agreement and the other Credit Documents as in effect prior to the Amendment No. 1 Effective Date.

Section 8. SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF SUCH STATE AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER CREDIT DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AMENDMENT OR IN ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY HERETO MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AMENDMENT OR ANY OTHER CREDIT DOCUMENT AGAINST ANY OTHER PARTY HERETO OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

 

3

EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER CREDIT DOCUMENT IN ANY COURT REFERRED TO IN THE PRIOR PARAGRAPH OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02 OF THE AMENDED CREDIT AGREEMENT. NOTHING IN THIS AMENDMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 9. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

[The remainder of this page is intentionally left blank]

 

4

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

 

AKUMIN INC.,
as the Borrower

By:

 

/s/ Riadh Zine

Name: Riadh Zine

Title: President and CEO

PREFERRED IMAGING OF PREFERRED IMAGING OF GRAPEVINE/COLLEYVILLE, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING OF GARLAND, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING OF FRISCO, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING OF FORT WORTH, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING OF DENTON, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

 

[Signature Page to Akumin Amendment No. 1]

PREFERRED IMAGING OF CORINTH, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING OF AUSTIN, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING HEB, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING AT THE MEDICAL CENTER, LLC, as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING AT CASA LINDA PLAZA, LLC, as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

PMI PARTNERS, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

LEBANON DIAGNOSTIC IMAGING, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

 

[Signature Page to Akumin Amendment No. 1]

LCM IMAGING, INC.,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

JEANES RADIOLOGY ASSOCIATES, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

IMAGING CENTER OF WEST PALM BEACH LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

ELITE RADIOLOGY OF GEORGIA, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

ELITE IMAGING, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

DELAWARE OPEN MRI RADIOLOGY ASSOCIATES, LLC, as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

AKUMIN IMAGING TEXAS, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

 

[Signature Page to Akumin Amendment No. 1]

AKUMIN HOLDINGS CORP.,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

AKUMIN HEALTH ILLINOIS, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

AKUMIN FLORIDA HOLDINGS, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

AKUMIN FL, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

AKUMIN CORP.,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

AFO IMAGING, INC.,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

ADVANCED DIAGNOSTIC RESOURCES, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

 

[Signature Page to Akumin Amendment No. 1]

ADVANCED DIAGNOSTIC HOLDINGS, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

ADVANCED DIAGNOSTIC GROUP, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

WILKES-BARRE IMAGING, L.L.C.,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

VISTA PEM PROVIDERS, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

TIC ACQUISITION HOLDINGS, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

SYNCMED, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

ROUND ROCK IMAGING, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

 

[Signature Page to Akumin Amendment No. 1]

ROSE RADIOLOGY CENTERS, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

RITTENHOUSE IMAGING CENTER, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED OPEN MRI, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING OF PLANO, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING OF PLANO PARKWAY, LLC, as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING OF MESQUITE, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING OF MCKINNEY, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

 

[Signature Page to Akumin Amendment No. 1]

PREFERRED IMAGING OF IRVING, LLC,
as a Guarantor

By:

 

/s/ Rohit Navani

Name: Rohit Navani

Title: Chief Operating Officer

 

[Signature Page to Akumin Amendment No. 1]

BBVA USA,
as Administrative Agent and Collateral Agent

By:

 

/s/ Kyle Sederstrom

Name: Kyle Sederstrom

Title: Vice President

BBVA USA,
as a Lender

By:

 

/s/ Kyle Sederstrom

Name: Kyle Sederstrom

Title: Vice President

 

[Signature Page to Akumin Amendment No. 1]

BARCLAYS BANK PLC,

as a Lender

By:

 

/s/ Edward Pan

Name: Edward Pan

Title: Associate

 

[Signature Page to Akumin Amendment No. 1]

CITIBANK, N.A.,

as a Lender

By:

 

/s/ Marni McManus

Name: Marni McManus

Title: Vice President

 

[Signature Page to Akumin Amendment No. 1]

Exhibit 99.1

 

LOGO

Akumin Inc. Announces Completion of Offering of Additional Senior Secured Notes

Plantation, FL, February 11, 2021 – Akumin Inc. (NASDAQ/TSX: AKU) (the “Issuer”), which in November of 2020 issued and sold $400 million aggregate principal amount of 7.00% senior secured notes due 2025, announced today that it completed its private offering (the “Private Offering”) of $75 million aggregate principal amount of additional 7.00% senior secured notes due 2025 (the “New Notes”). The New Notes are being offered as additional notes under the same indenture as the previously issued senior secured notes and will be treated as a single series with the previously issued senior secured notes.

The Issuer will use the net proceeds from the offering for future acquisitions, with any unused proceeds to be used for working capital and other general corporate purposes, which may include reducing debt.

The New Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each wholly owned restricted subsidiary of the Issuer, including professional service affiliates of the Issuer and the guarantors.

The Private Offering is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The New Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and in offshore transactions in reliance on Regulation S under the Securities Act. The New Notes and related guarantees will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the New Notes, the guarantees or any other securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Forward-Looking Statements

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Management Discussion & Analysis dated November 11, 2020, which is available at www.sedar.com and www.sec.gov. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information:

R. Jeffrey White

Investor Relations

1-866-640-5222

jeffrey.white@akumin.com