Item 1.01
Entry into a Material Definitive Agreement.
On July 22, 2016, 21st Century Oncology, Inc., (21C), a wholly owned subsidiary of
21st Century Oncology Holdings, Inc. (the Company)
, reached an agreement with holders of a majority of the aggregate principal amount of Notes (as herein defined) outstanding (the Consenting Holders) to enter into a Second Supplemental Indenture (the Supplemental Indenture) to the Indenture, dated April 30, 2015 (the Indenture), among 21C, the guarantors named therein and Wilmington Trust, National Association, as trustee (the Trustee), governing 21Cs 11.00% Senior Notes due 2023 (the Notes).
The Supplemental Indenture will provide for a limited waiver through July 31, 2016 of certain defaults or events of default under the Indenture for failure to timely furnish to the Trustee and holders of the Notes or file with the SEC the financial information required in an annual report on Form 10-K for the year ended December 31, 2015 or in a quarterly report on Form 10-Q for the period ended March 31, 2016 (the SEC Reports). As consideration for the foregoing, 21C agreed to pay to all holders of Notes a cash payment of $2.30 per $1,000 principal amount of Notes. 21C also agreed to pay certain fees and expenses of the advisors to the Consenting Holders incurred in connection with the Supplemental Indenture. The Consenting Holders have consented to 21C entering into the Supplemental Indenture.
The foregoing summary of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Supplemental Indenture, a copy of which is filed herewith as Exhibit 99.1 and incorporated herein by reference.
21C expects to engage in discussions with the lenders under its credit agreement and the holders of the Notes (as applicable) regarding extending further the deadline under the credit agreement and Indenture for delivering the SEC Reports (as well as the report for the quarter ended June 30, 2016) and waiving until such date any defaults or events of default that would otherwise occur due to the failure to timely provide such reports.
Forward-Looking Statements
T
his Current Report on Form 8-K contains forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Forward-looking statements include information preceded by, followed by, or that includes the words believes, expects, anticipates, could, or similar expressions. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. The forward-looking statements contained in this Current Report on Form 8-K concern, among other things, statements regarding the consent solicitation and any amendments or modifications to 21Cs credit agreement or Indenture. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Unless required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Current Report on Form 8-K might not occur. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. For more details on factors that could affect these expectations, please see our other filings with the SEC.