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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 10, 2020
| AMN HEALTHCARE SERVICES, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
001-16753 |
06-1500476 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
|
8840 Cypress Waters Boulevard, Suite 300
Dallas, Texas 75019 |
| (Address of principal executive offices) (Zip Code) |
| |
| (866) 871-8519 |
| (Registrant’s Telephone Number, Including Area Code) |
| |
| NOT APPLICABLE |
| (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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on
which registered |
| Common Stock, par value $0.01 per share |
|
AMN |
|
NYSE |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On August 10,
2020, AMN Healthcare Services, Inc. (the “Company”) announced the unregistered offering by AMN Healthcare, Inc. (“Issuer”)
of an additional $150 million aggregate principal amount of its 4.625% Senior Notes due 2027 (the “New Notes”). On
August 10, 2020, the Company announced the pricing of $200 million aggregate principal amount of the New Notes, which
represents an increase of $50 million from the aggregate principal amount previously disclosed. The New Notes will be issued under the existing indenture,
dated as of October 1, 2019 (as supplemented, the “Indenture”), under which the Issuer previously issued $300 million
aggregate principal amount of its 4.625% Senior Notes due 2027 (the “Existing Notes”). The New Notes will be treated
as a single series with the Existing Notes and will have the same terms (other than issue price, issue date and the date from which
interest accrues) as those of the Existing Notes. The New Notes and the Existing Notes will vote as one class under the Indenture.
Further, the New Notes will have the same CUSIP number as, and be fungible for trading purposes with, the Existing Notes (except
that the New Notes issued pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”),
will trade separately under a different CUSIP number until 40 days after the issue date of the New Notes, but thereafter any holders
of any such New Notes may transfer the New Notes issued pursuant to Regulation S under the Securities Act into the same CUSIP number
as the Existing Notes held under the Regulation S CUSIP number).
Copies of the press releases announcing
the offering and pricing of the New Notes are filed as Exhibit 99.1 and Exhibit 99.2 hereto, respectively, each of which is incorporated
by reference herein.
This Current Report does not constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall it constitute an offer, solicitation or sale of any
security, in any jurisdiction in which such offering, solicitation or sale would be unlawful.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibits.
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.
| |
AMN Healthcare Services, Inc. |
|
| |
|
|
|
| Date: August 10, 2020 |
By: |
/s/ Brian Scott |
|
| |
|
Brian Scott |
|
| |
|
Chief Financial Officer |
|
EXHIBIT 99.1
AMN Healthcare Launches $150 Million Offering Of Senior Notes
DALLAS and SAN DIEGO – August 10, 2020 -- AMN Healthcare Services, Inc. (NYSE: AMN) (the “Company” or “AMN Healthcare”), announced today that its wholly
owned subsidiary, AMN Healthcare, Inc. (the “Issuer”), intends to make a private offering of an additional $150 million aggregate principal amount of its 4.625% Senior Notes due 2027 (the “New Notes”), subject to market and other conditions. The New
Notes will be issued under the existing indenture, dated as of October 1, 2019, under which the Issuer previously issued $300 million aggregate principal amount of its 4.625% Senior Notes due 2027. The New Notes will be guaranteed by the Company’s
affiliates that guarantee the Company’s credit facilities (“Credit Facilities”).
The Issuer intends to use the proceeds from the private offering to (i) repay a portion of the existing term loan indebtedness under the Credit
Facilities and (ii) pay fees and expenses related to the offering.
The New Notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act
of 1933 (as amended, the “Securities Act”) and to non-U.S. persons outside of the United States in compliance with Regulation S under the Securities Act. The New Notes will not be registered under the Securities Act and may not be offered or sold in
the United States absent registration or an applicable exemption from registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the New Notes, nor shall it constitute an offer,
solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About AMN Healthcare
AMN Healthcare is the leader and innovator in total talent solutions for healthcare organizations across the nation. The Company provides access to the
most comprehensive network of quality healthcare professionals through its innovative recruitment strategies and breadth of career opportunities. With insights and expertise, AMN Healthcare helps providers optimize their workforce to successfully
reduce complexity, increase efficiency and improve patient outcomes. AMN total talent solutions include managed services programs, clinical and interim healthcare leaders, temporary staffing, executive search solutions, vendor management systems,
recruitment process outsourcing, predictive modeling, language interpretation services, revenue cycle solutions, credentialing and other services. Clients include acute-care hospitals, community health centers and clinics, physician practice groups,
retail and urgent care centers, home health facilities, schools and many other healthcare settings. AMN Healthcare is committed to fostering and maintaining a diverse team that reflects the communities we serve. Our commitment to the inclusion of
many different backgrounds, experiences and perspectives enables our innovation and leadership in the healthcare services industry.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended. Actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,”
“intend,” “plan,” “will,” “should,” “would,” “project,” “may,” “estimates,” variations of such words and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or
circumstances are forward-looking statements. Factors that could cause actual results to differ from those implied by the forward-looking statements contained in this press release are set forth in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2019 and its other periodic reports as well as the Company’s current and other reports filed from time to time with the Securities and Exchange Commission. Be advised that developments subsequent to this press release are
likely to cause these statements to become outdated.
Contact:
Randle Reece
Director, Investor Relations
866.861.3229
EXHIBIT 99.2
AMN Healthcare Announces Upsize and Pricing of Senior Notes Offering
DALLAS and SAN DIEGO -- August 10, 2020 -- AMN Healthcare Services, Inc. (NYSE: AMN), announced today that its wholly owned subsidiary, AMN Healthcare,
Inc. (the “Issuer”), priced its private offering of an additional $200 million aggregate principal amount of 4.625% Senior Notes due 2027, which represents an increase of $50 million from the aggregate principal amount previously disclosed (the
“New Notes”). The New Notes will be issued at 101.000% of their face value. The New Notes will be issued under the existing indenture, dated as of October 1, 2019, under which the Issuer previously issued $300 million aggregate principal amount of
its 4.625% Senior Notes due 2027. The New Notes will be guaranteed by the Company’s affiliates that guarantee the Company’s credit facilities (“Credit Facilities”).
The Issuer intends to use the proceeds from the private offering to (i) repay a portion of the existing term loan indebtedness under the Credit
Facilities and (ii) pay fees and expenses related to the offering.
The offering is expected to close August 13, 2020, subject to satisfaction of customary closing conditions.
The New Notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities
Act of 1933 (as amended, the “Securities Act”) and to non-U.S. persons outside of the United States in compliance with Regulation S under the Securities Act. The New Notes will not be registered under the Securities Act and may not be offered or
sold in the United States absent registration or an applicable exemption from registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the New Notes, nor shall it constitute an offer,
solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About AMN Healthcare
AMN Healthcare is the leader and innovator in total talent solutions for healthcare organizations across the nation. The Company provides access to the most comprehensive network of quality
healthcare professionals through its innovative recruitment strategies and breadth of career opportunities. With insights and expertise, AMN Healthcare helps providers optimize their workforce to successfully reduce complexity, increase
efficiency and improve patient outcomes. AMN total talent solutions include managed services programs, clinical and interim healthcare leaders, temporary staffing, executive search solutions, vendor management systems, recruitment process
outsourcing, predictive modeling, language interpretation services, revenue cycle solutions, credentialing and other services. Clients include acute-care hospitals, community health centers and clinics, physician practice groups, retail and
urgent care centers, home health facilities, schools and many other healthcare settings. AMN Healthcare is committed to fostering and maintaining a diverse team that reflects the communities we serve. Our commitment to the inclusion of many
different backgrounds, experiences and perspectives enables our innovation and leadership in the healthcare services industry.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended. Actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,”
“intend,” “plan,” “will,” “should,” “would,” “project,” “may,” “estimates,” variations of such words and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or
circumstances are forward-looking statements. Factors that could cause actual results to differ from those implied by the forward-looking statements contained in this press release are set forth in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2019 and its other periodic reports as well as the Company’s current and other reports filed from time to time with the Securities and Exchange Commission. Be advised that developments subsequent to this press release are
likely to cause these statements to become outdated.
Contact:
Randle Reece
Director, Investor Relations
866.861.3229
