Envision Healthcare Corp (Form: 8-K, Received: 06/27/2017 16:45:42)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2017 ( June 23, 2017 )

ENVISION HEALTHCARE CORPORATION

(Exact Name of Registrant as Specified in its Charter)



Delaware	001-37955	62-1493316
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1A Burton Hills Boulevard
Nashville, Tennessee		37215
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Tranche C Incremental Borrowing

On June 23, 2017, Envision Healthcare Corporation (the “Company”) incurred incremental term loan borrowings in an aggregate principal amount of $500 million, maturing on December 1, 2023 (the “Supplemental Tranche C Term Loans”). The Company will use these borrowings to fund acquisitions, to repay amounts outstanding under its asset-based revolving credit facility, and to pay fees and expenses related to the financing. The Supplemental Tranche C Term Loans were borrowed pursuant to the Increase Supplement, dated as of June 23, 2017 (the “Increase Supplement”), by and among the Company, the increasing lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and each of the other parties thereto, which supplements the Company’s existing Amended and Restated Credit Agreement, dated as of December 1, 2016, among the Company, the banks, financial intuitions and lenders from time to time party thereto, and JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as administrative agent and collateral agent (the “Term Loan Facility”).

The Increase Supplement increased the Supplemental Tranche C Term Loan commitments under the Term Loan Facility from $0 to $500 million. JPMorgan Chase acted as the sole lead arranger and sole bookrunner for the Supplemental Tranche C Term Loans. The Supplemental Tranche C Term Loans bear interest at the same rate and have the same terms as the Company’s Tranche C Term Loans maturing on December 1, 2023 that were outstanding under the Term Loan Facility prior to the effectiveness of the Increase Supplement.

The foregoing description of the Increase Supplement does not purport to be a complete description and is qualified in its entirety by reference to the full text thereof, which is attached as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.



Exhibit No.		Description of Exhibit
10.1		Increase Supplement, dated as of June 23, 2017, by and among the Company, the increasing lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and each of the other parties thereto.

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



		Envision Healthcare Corporation


	By:	/s/ Claire M. Gulmi
		Claire M. Gulmi

		Executive Vice President and Chief Financial Officer
		(Principal Financial and Duly Authorized Officer)



Exhibit No.		Description of Exhibit
10.1		Increase Supplement, dated as of June 23, 2017, by and among the Company, the increasing lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and each of the other parties thereto.

INCREASE SUPPLEMENT, dated as of June 23, 2017, to the Amended and Restated Credit Agreement (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time, the “ Credit Agreement ”), dated as of December 1, 2016, among ENVISION HEALTHCARE CORPORATION, a Delaware corporation (together with its successors and assigns, the “ Borrower ”), the several banks and other financial institutions from time to time party thereto (the “ Lenders ”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties (as defined therein). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. JPMorgan Chase Bank, N.A., is acting as the sole lead arranger and sole bookrunner for the Increase (as defined below) (in such capacity, the “ Lead Arranger ”).

2. Pursuant to Subsection 2.6(c) of the Credit Agreement, the Borrower hereby proposes to increase (the “ Increase ”) the aggregate Tranche C Term Loan commitments from $0 to $500,000,000.

3. The following Lender (the “ Increasing Lender ”) has been invited by the Borrower, and has agreed, subject to the terms hereof, to increase its Tranche C Term Loan Commitment as follows:



Name of Lender	Initial Term Loan Commitment	Supplemental Tranche C Term Loan Commitment (after giving effect hereto)
JPMorgan Chase Bank, N.A.	$0	$500,000,000

4. Pursuant to Subsection 2.6 of the Credit Agreement, by execution and delivery of this Increase Supplement, the Increasing Lender agrees and acknowledges that it shall have an aggregate Initial Term Loan Commitment and Supplemental Term Loan Commitment in the amount equal to the amount set forth above next to its name. The Supplemental Term Loan Commitment of the Increasing Lender shall be available in a single drawing on the Increase Supplement Effective Date and the Initial Term Loans borrowed thereunder shall initially be in the form of a pro rata increase to each outstanding Borrowing of Initial Term Loans. Upon the funding of the Initial Term Loans pursuant to the Supplemental Term Loan Commitment of the Increasing Lender (i) such Supplemental Term Loan Commitment shall immediately terminate and (ii) each remaining amortization payment with respect to the Initial Term Loans pursuant to Section 2.2(b) of the Credit Agreement prior to the Maturity Date of the Initial Term Loans shall be increased (subject to reduction as provided in Section 4.4 of the Credit Agreement) by multiplying the amount of such scheduled payment by a fraction, the numerator of which is the principal amount of Initial Term Loans outstanding immediately after giving effect to the funding of the Initial Term Loans pursuant to the Increasing Lender’s Supplemental Term Loan Commitment and the denominator of which is the amount of Initial Term Loans outstanding immediately prior to such funding.

[Signature Page - Increase Supplement]

5. The Borrower hereby represents and warrants that, as of the Increase Supplement Effective Date (as defined below), each of the conditions set forth in Section 6.2 of the Credit Agreement shall have been satisfied.

6. This Increase Supplement shall become effective on the date (such date, the “ Increase Supplement Effective Date ”) that the following conditions have been satisfied:

(i) The Administrative Agent shall have received executed signature pages hereto from each Loan Party and the Increasing Lender;

(i) (x) The Administrative Agent and the Lead Arranger shall have received the fees in the amounts previously agreed in writing to be received on the Increase Supplement Effective Date, and all expenses required to be paid or reimbursed under Section 11.5 of the Credit Agreement that have been invoiced as of the Increase Supplement Effective Date and (y) the Administrative Agent shall have received, on the Increase Supplement Effective Date for the account of the Increasing Lender, an upfront fee in the amount previously agreed in writing;

(ii) The Administrative Agent and Increasing Lender shall have received legal opinions from each of (A) Bass Berry & Sims PLC, Tennessee counsel to the Borrower, (B) Hodgson Russ LLP, New York counsel to the Borrower and (C) Richards, Layton & Finger, P.A., Delaware counsel to the Borrower, in each case, covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent;

(iii) The representation set forth in Section 5 hereof shall be true and correct in all respects on the Increase Supplement Effective Date after giving effect to the Increase Supplement.

(iv) The Administrative Agent and Increasing Lender shall have received (x) a copy of the Organizational Documents, as in effect as of the date hereof, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State or similar Governmental Authority of the state or jurisdiction of its organization (or a certification from each Loan Party that there have been no changes to the Organizational Documents, including all amendments thereto, that were delivered to the Administrative Agent prior to the Increase Supplement Effective Date), (y) true and complete copies of resolutions of the board of directors or a duly authorized committee thereof of each Loan Party approving and authorizing the execution, delivery and performance of this Increase Supplement, certified as of the Increase Supplement Effective Date by a Responsible Officer, secretary or assistant secretary of the Borrower as being in full force and effect without modification or amendment and (z) a good standing certificate (or the equivalent thereof) for each Loan Party from its jurisdiction of formation; and

(v) The Administrative Agent shall have received a notice of borrowing in respect of the Initial Term Loans pursuant to the Supplemental Term Loan Commitment of the Increasing Lender.

[Signature Page - Increase Supplement]

7. The Credit Agreement and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Increase Supplement shall not, except as expressly provided herein, operate as an amendment or waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute an amendment or waiver of any provision of any of the Loan Documents. The Borrower and each other Loan Party hereby expressly acknowledges the terms of this Increase Supplement and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Increase Supplement and the transactions contemplated hereby and (ii) its grant of Liens on the Collateral to secure the Term Loan Facility Obligations (including, without limitation, in respect of the Initial Term Loans funded hereunder) pursuant to the Security Documents after giving effect to this Increase Supplement, which Liens shall continue in full force and effect. This Increase Supplement shall not constitute a novation of the Credit Agreement or any other Loan Document.

[Remainder of Page Intentionally Left Blank]

[Signature Page - Increase Supplement]

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

The Increasing Lender:

JPMORGAN CHASE BANK, N.A.

Title: Authorized Officer

JPMORGAN CHASE BANK, N.A. ,

as Administrative Agent

Title: Authorized Officer

ENVISION HEALTHCARE CORPORATION ,

Name: Claire M. Gulmi

Title: Executive Vice President and

Chief Financial Officer

[Signature Page - Increase Supplement]

SUBSIDIARY GUARANTORS:

AmSurg Holdings, Inc.

AmSurg Anesthesia Management Services, LLC

AmSurg EC Topeka, Inc.

AmSurg EC St. Thomas, Inc.

AmSurg EC Beaumont, Inc.

AmSurg EC Santa Fe, Inc.

AmSurg EC Washington, Inc.

AmSurg Torrance, Inc.

AmSurg Abilene, Inc.

AmSurg Suncoast, Inc.

AmSurg La Jolla, Inc.

AmSurg Hillmont, Inc.

AmSurg Palmetto, Inc.

AmSurg Northwest Florida, Inc.

AmSurg Maryville, Inc.

AmSurg Burbank, Inc.

AmSurg Melbourne, Inc.

AmSurg El Paso, Inc.

AmSurg Crystal River, Inc.

AmSurg Abilene Eye, Inc.

AmSurg Inglewood, Inc.

AmSurg San Antonio TX, Inc.

AmSurg San Luis Obispo CA, Inc.

AmSurg Temecula CA, Inc.

AmSurg Escondido CA, Inc.

AmSurg Scranton PA, Inc.

AmSurg Arcadia CA, Inc.

AmSurg Main Line PA, LLC

AmSurg Oakland CA, Inc.

AmSurg Lancaster PA, LLC

AmSurg Pottsville PA, LLC

AmSurg Glendora CA, Inc.

AmSurg Kissimmee FL, Inc.

AmSurg Altamonte Springs FL, Inc.

San Antonio NSC, LLC

Coral Springs NSC, LLC

AmSurg Colton CA, Inc.

AmSurg Fresno Endoscopy, Inc.

AmSurg Temecula II Inc.

[Signature Page - Increase Supplement]

AMSURG FINANCE, INC.

By: /s/ Claire M. Gulmi

Name: Claire M. Gulmi

Title: Vice President, Secretary and Treasurer

By: Austin NSC, LLC, its general partner

By: /s/ Claire M. Gulmi

Name: Claire M. Gulmi

Title: Vice President, Secretary and Treasurer

By: AmSurg Holdings, Inc. as the managing member

By: /s/ Claire M. Gulmi

Name: Claire M. Gulmi

Title: Vice President, Secretary and Treasurer

[Signature Page - Increase Supplement]

ALL WOMEN'S HEALTHCARE HOLDINGS, INC.

ALL WOMEN'S HEALTHCARE, INC.

ALL WOMEN'S HEALTHCARE OF DADE, INC.

ALL WOMEN'S HEALTHCARE OF SAWGRASS, INC.

ALL WOMEN'S HEALTHCARE OF WEST BROWARD, INC.

ALL WOMEN'S HEALTHCARE SERVICES, INC.

DISCOVERY CLINICAL RESEARCH, INC.

GLOBAL SURGICAL PARTNERS, INC.

SHERIDAN RADIOLOGY SERVICES, INC.

SHERIDAN RADIOLOGY MANAGEMENT SERVICES, INC.

FM HEALTHCARE SERVICES, INC.

FMO HEALTHCARE HOLDINGS, INC.

FO INVESTMENTS, INC.

FO INVESTMENTS II, INC.

FO INVESTMENTS III, INC.

By: /s/ Robert Coward

[Signature Page - Increase Supplement]

ANESTHESIOLOGISTS OF GREATER ORLANDO, INC.

ANESTHESIOLOGY ASSOCIATES OF TALLAHASSEE, INC.

BETHESDA ANESTHESIA ASSOCIATES, INC.

BOCA ANESTHESIA SERVICE, INC.

DRS. ELLIS, ROJAS, ROSS & DEBS, INC.

FLAMINGO ANESTHESIA ASSOCIATES, INC.

GREATER FLORIDA ANESTHESIOLOGISTS, LLC

GYNECOLOGIC ONCOLOGY ASSOCIATES, INC.

JACKSONVILLE BEACHES ANESTHESIA ASSOCIATES, INC.

JUPITER ANESTHESIA ASSOCIATES, L.L.C.

JUPITER HEALTHCARE, LLC

NEW GENERATIONS BABEE BAG, INC.

NORTH FLORIDA PERINATAL ASSOCIATES, INC.

PARITY HEALTHCARE, INC.

SHERIDAN ANESTHESIA SERVICES OF ALABAMA, INC.

SHERIDAN ANESTHESIA SERVICES OF LOUISIANA, INC.

SHERIDAN ANESTHESIA SERVICES OF VIRGINIA, INC.

SHERIDAN CHILDREN'S HEALTHCARE SERVICES, INC.

SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF ARIZONA, INC.

SHERIDAN CHILDREN'S HEALTHCARE SERVICES OF LOUISIANA, INC.

SHERIDAN CHILDREN'S HEALTHCARE SERVICES OF NEW MEXICO, INC.

SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF VIRGINIA, INC.

SHERIDAN CLINICAL RESEARCH, INC.

SHERIDAN EMERGENCY PHYSICIAN SERVICES, INC.

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF MISSOURI, INC.

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF NORTH MISSOURI, INC.

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF SOUTH FLORIDA, INC.

SHERIDAN HEALTHCARE, INC.

SHERIDAN HEALTHCARE OF LOUISIANA, INC.

SHERIDAN HEALTHCARE OF MISSOURI, INC.

SHERIDAN HEALTHCARE OF VERMONT, INC.

SHERIDAN HEALTHCARE OF VIRGINIA, INC.

SHERIDAN HEALTHCARE OF WEST VIRGINIA, INC.

[Signature Page - Increase Supplement]

SHERIDAN HEALTHCORP, INC.

SHERIDAN HEALTHCORP OF CALIFORNIA, INC.

SHERIDAN HEALTHY HEARING SERVICES, INC.

SHERIDAN HOLDINGS, INC.

SOUTHEAST PERINATAL ASSOCIATES, INC.

TENNESSEE VALLEY NEONATOLOGY, INC.

BAY AREA ANESTHESIA, L.L.C.

COASTAL ANESTHESIA STAFFING, LLC

COASTAL ANESTHESIOLOGY CONSULTANTS, LLC

SHERIDAN CHILDREN'S HEALTHCARE SERVICES OF OHIO, INC.

SHERIDAN CHILDREN'S HEALTHCARE SERVICES OF KENTUCKY, INC.

SHERIDAN ROP SERVICES OF VIRGINIA, INC.

SHERIDAN CHILDREN'S SERVICES OF ALABAMA, INC.

MEDICAL INFORMATION MANAGEMENT SOLUTIONS, LLC

By: /s/ Robert Coward

TIVA HEALTHCARE, INC.

By: /s/ Robert Coward

Title: Executive Vice President

SHERIDAN INVESTCO, LLC

By: /s/ Robert Coward

[Signature Page - Increase Supplement]

CHANDLER EMERGENCY MEDICAL GROUP, L.L.C. D/B/A PREMIER EMERGENCY MEDICAL SPECIALISTS

By: /s/ Robert Coward Name: Robert Coward

PARTNERS IN MEDICAL BILLING, INC.

By: /s/ Robert Coward

SHERIDAN ROP SERVICES OF FLORIDA, INC.

SENTINEL HEALTHCARE SERVICES, LLC

By: /s/ Robert Coward

ARizona perinatal care centers, llc

broad midwest anesthesia, llc

Doctors billing service, inc.

Medi-bill of north florida, inc.

North florida anesthesia consultants, inc.

sheridan cadr solutions, inc.

sheridan hospitalist services of florida, inc.

sheridan leadership academy, inc.

sheridan scientific intelligence, inc.

valley clinical research, inc.

St. lucie anesthesia associates, llc

By: /s/ Robert Coward


By:	/s/ Angela Leake


By:	/s/ Angela Leake