Section 2—Financial Information
Item 2.01. Completion of Acquisition or Disposition of Assets.
On February 14, 2020, AMN Healthcare, Inc., a Nevada corporation (the “Company”), a wholly owned subsidiary of AMN Healthcare Services, Inc., a Delaware corporation (“AMN”), completed its acquisition (the “Acquisition”) of Stratus Video Holding Company, a Delaware corporation (“Stratus Video”), pursuant to the terms of a Stock Purchase Agreement (the “Purchase Agreement”) by and among the Company, Stratus Video 2016 Group, LLC, a Delaware limited liability company (the “Stockholder”), and Stratus Video, the terms of which were disclosed in the Current Report on Form 8-K filed by AMN on January 29, 2020.
The Company paid $475,000,000 of cash consideration (the “Purchase Price”) at the closing of the Acquisition, subject to a standard working capital adjustment. Upon completion of the Acquisition, Stratus Video became a wholly-owned subsidiary of the Company. Stratus Video’s proprietary technologies allow AMN to continue to expand is its total talent solutions offerings and expand into the virtual workforce and patient care area by providing video remote interpretation, over-the-phone interpretation and in-person interpretation capabilities.
The Purchase Agreement has been included to provide investors and security holders with information regarding its terms. The representations and warranties are subject to qualifications and limitations agreed to by the respective parties in negotiating the terms of the Purchase Agreement. Moreover, representations and warranties in the Purchase Agreement were made as of a specified date and may be subject to a contractual standard of materiality different from what might be viewed as material to an investor. In addition, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in AMN’s public disclosures.
To finance a portion of the Acquisition, the Company entered into a Second Amendment to Credit Agreement (the “Second Amendment”), dated as of February 14, 2020, with respect to the existing Credit Agreement (the “Credit Agreement), dated as of February 9, 2018, by and among the Company, AMN, certain subsidiaries of the Company as guarantors, the several lenders party thereto from time to time (the “Lenders”) and Truist Bank (as successor by merger to SunTrust Bank), as administrative agent.
Pursuant to the Second Amendment, (i) certain Lenders provided a term a loan equal to $250,000,000 (the “New Term A Loan”) with a maturity of February 14, 2025, (ii) the interest rate applicable to loans under the Credit Agreement shall bear interest at per annum floating rates based upon, at the selection of the Company, either (1) a London Interbank Offered Rate (“LIBOR”) plus a spread of 1.00% to 1.75% or (2) a base rate (which generally equals the greatest of (x) the rate publicly announced by the Administrative Agent as its prime rate, (y) the federal funds rate plus 0.5% and (z) one-month LIBOR plus 1.0%) plus a spread of 0.00% to 0.75% (the applicable spread for LIBOR and base rate loans depends on the Company’s Consolidated Net Leverage Ratio, as calculated quarterly in accordance with the Credit Agreement), (iii) the maturity date of the revolving commitments under the Credit Agreement was extended to February 14, 2025 and (iv) the sublimit for swingline loans was increased to $75,000,000. Cash on hand was used to finance substantially all of the remaining portion of the Acquisition.
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 the fourth paragraph of Item 2.01 of this Current Report on Form 8-K is incorporated into Item 2.03 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| * | Schedules, exhibits, and similar supporting attachments or agreements have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished supplementally to the Securities and Exchange Commission upon request. |
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.
