- Current report filing (8-K)
July 23 2009 - 3:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
July 22, 2009
Prospect Medical Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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1-32203
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33-0564370
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(State or other
jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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10780 Santa
Monica Boulevard
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Suite 400
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Los Angeles,
California
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90025
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(Address of principal
executive offices)
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(Zip Code)
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Registrants telephone
number, including area code:
(310) 943-4500
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:
o
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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.
On
July 22, 2009, Prospect Medical Holdings, Inc., a Delaware
corporation (the Company), entered into a Purchase Agreement that provides
for the sale of $160 million in aggregate principal amount of its 12¾% senior
secured notes due 2014 (the Notes) at an issue price of 92.335%. The Company entered into the Purchase
Agreement with certain of its subsidiaries and affiliates (in their capacity as
guarantors) and certain initial purchasers that will be represented by RBC
Capital Markets Corporation and Jefferies & Company, Inc. The sale of the Notes is expected to close on
or about July 29, 2009 in accordance with the terms of the Purchase
Agreement which contains various customary representations, covenants and
closing conditions. The Company intends
to apply the net proceeds of the sale of the Notes, together with cash on hand,
to repay the amount outstanding under its existing senior secured credit
facility and to terminate its interest rate swap agreements.
The
Notes have not been registered under the Securities Act of 1933, as amended
(the Securities Act) and have been offered only to qualified institutional
buyers pursuant to the requirements of Rule 144A under the Securities Act
or to persons outside the United States in accordance with Regulation S under
the Securities Act. Unless the Notes are
subsequently registered, they may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws. This Form 8-K does not
constitute an offer to sell or the solicitation of an offer to buy, nor will
there be any sale of the Notes in any state in which an offer, solicitation, or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state.
Additional information is provided
in the press release of Prospect Medical Holdings, Inc. filed herewith and
incorporated herein.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 above.
Item 9.01.
Financial Statements and Exhibits
(d)
Exhibits
The following exhibit is filed with
this Form 8-K:
Exhibit No.
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Description
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99.1
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Press Release of Prospect
Medical Holdings, Inc., dated July 23, 2009.
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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 hereunto duly authorized.
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PROSPECT MEDICAL HOLDINGS, INC.
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July 23, 2009
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By:
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/s/ Mike Heather
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Name: Mike Heather
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Title: Chief Financial Officer
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