[June 26, 2014] |
 |
AMSURG Corp. Announces Pricing of Public Offerings of Common Stock and Mandatory Convertible Preferred Stock, Series A-1
NASHVILLE, Tenn. --(Business Wire)--
AMSURG Corp. (NASDAQ: AMSG) today announced that it has priced its
concurrent public offerings of 8,500,000 shares of its common stock at a
public offering price of $45.00 per share and 1,500,000 shares of its
5.250% Mandatory Convertible Preferred Stock, Series A-1, at a public
offering price of $100 per share. In addition, the underwriters in each
respective offering have been granted a 30-day option to purchase up to
an additional 1,275,000 shares of common stock and up to an additional
225,000 shares of Mandatory Convertible Preferred Stock, Series A-1. The
common stock and mandatory convertible preferred stock offerings are
separate public offerings made by separate prospectus supplements.
Neither offering is contingent on the other offering or upon the
consummation of the recently announced transaction between AMSURG and
Sheridan Healthcare Inc. (the "Sheridan Transaction").
Unless converted earlier, each share of Mandatory Convertible Preferred
Stock, Series A-1, will convert automatically on July 1, 2017, into
between 1.8141 and 2.2222 shares of AMSURG common stock, subject to
customary anti-dilution adjustments. The number of shares of common
stock issuable upon conversion will be determined based on the average
VWAP per share of AMSURG common stock over the 20 consecutive trading
day period commencing on and including the 22nd scheduled trading day
immediately preceding the mandatory conversion date.
Dividends on the shares of Mandatory Convertible Preferred Stock, Series
A-1, will be payable on a cumulative basis when, as and if declared by
AMSURG's board of directors, at an annual rate of 5.250% on the initial
liquidation preference of $100 per share. The dividends may be paid in
cash, or subject to certain limitations, in shares of AMSURG common
stock or any combination of cash and shares of common stock on October
1, January 1, April 1 and July 1 of each year, commencing on October 1,
2014, and to, and including, July 1, 2017.
The net proceeds from the common stock offering and Mandatory
Convertible Preferred Stock, Series A-1, offering will be approximately
$367.2 million and $145.5 million, respectively, in each case after
estimated issuance discounts and commissions. MSURG intends to use the
net proceeds from these offerings, together with shares of its common
stock to be issued in the Sheridan Transaction, additional debt
financing and cash on hand, to finance the consideration to be paid to
consummate the Sheridan Transaction, as well as repay borrowings under
AMSURG's existing credit facility, repay the outstanding balance of its
senior secured notes due 2020 and pay fees and expenses related to the
Sheridan Transaction. If for any reason the Sheridan Transaction does
not close, then AMSURG expects to use the net proceeds from these
offerings to repay outstanding indebtedness and for general corporate
purposes.
Citigroup, SunTrust Robinson Humphrey, Barclays, Deutsche Bank
Securities, Goldman, Sachs & Co., J.P. Morgan and Raymond James are the
joint book-running managers for the common stock and Mandatory
Convertible Preferred Stock, Series A-1, offerings, and BMO Capital
Markets, Piper Jaffray & Co. and Cantor Fitzgerald & Co. are the
co-managers for the common stock and Mandatory Convertible Preferred
Stock, Series A-1, offerings.
The offerings are being made pursuant to an effective shelf registration
statement filed with the Securities and Exchange Commission ("SEC (News - Alert)").
Each offering will be made only by means of a prospectus supplement
relating to such offering and the accompanying base prospectus, copies
of which may be obtained by contacting Citigroup at the following
address: c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717, email: prospectus@citi.com
or toll free at 1-800-831-9146. These documents will also be filed with
the SEC and will be available at the SEC's website at http://www.sec.gov.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the federal securities laws, including statements related to
the Sheridan Transaction and the proposed offerings and the expected use
of the net proceeds therefrom, which are based on current expectations,
forecasts and assumptions that involve risks and uncertainties that
could cause actual outcomes and results to differ materially.
Forward-looking statements relate to expectations, beliefs, projections,
future plans and strategies, anticipated events or trends and similar
expressions concerning matters that are not historical facts. In some
cases, you can identify forward-looking statements by the use of
forward-looking terminology such as "may," "will," "should," "expects,"
"intends," "plans," "anticipates," "believes," "estimates," or
"predicts," or the negative of these words or phrases or similar words
or phrases, which are predictions of or indicate future events or trends
and which do not relate solely to historical matters. While
forward-looking statements reflect AMSURG's good faith beliefs,
assumptions and expectations, they are not guarantees of future
performance. Furthermore, AMSURG disclaims any obligation to publicly
update or revise any forward-looking statement to reflect changes in
underlying assumptions or factors, of new information, data or methods,
future events or other changes. For a further discussion of these and
other factors that could impact AMSURG's future results, performance or
the Sheridan Transaction, see the section entitled "Risk Factors" in
AMSURG's related preliminary and final prospectus supplements filed with
the SEC.
About AMSURG Corp.
AMSURG Corp. acquires, develops and operates ambulatory surgery centers
in partnership with physician practice groups throughout the United
States. As of March 31, 2014, AMSURG owned and operated 242 centers.

[ Back To TMCnet.com's Homepage ]
|