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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): October 5, 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. ☐
Item 8.01. Other Events.
On October 5, 2020, AMN Healthcare
Services, Inc. (the “Company”) announced the unregistered offering by AMN Healthcare, Inc. (the “Issuer”)
of $325.0 million aggregate principal amount of senior unsecured notes due 2029 (the “2029 Notes”). On October 5,
2020, the Company announced the pricing of $350.0 million aggregate principal amount of the 2029 Notes, which represents an increase of $25.0 million from the aggregate
principal amount previously disclosed.
Copies of the press releases announcing
the offering and pricing of the 2029 Notes are filed as Exhibit 99.1 and Exhibit 99.2 hereto, respectively, each of which is incorporated
by reference herein.
In addition, on October 5, 2020,
the Issuer delivered a Conditional Notice of Redemption to holders of its outstanding senior unsecured notes due 2024 (the “2024
Notes”), which provides for the redemption by the Issuer of all of the $325.0 million aggregate principal amount of 2024
Notes outstanding on November 4, 2020, subject to the successful completion of offering of the 2029 Notes.
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: October 5, 2020 |
By: |
/s/ Brian Scott |
|
| |
|
Brian Scott |
|
| |
|
Chief Financial Officer |
|
EXHIBIT 99.1
AMN Healthcare Launches $325.0 Million Offering Of Senior Notes
DALLAS -- October 5, 2020 -- AMN Healthcare Services, Inc. (NYSE: AMN),
announced today that its wholly owned subsidiary, AMN Healthcare, Inc., intends to make a private offering of $325.0 million
aggregate principal amount of senior unsecured notes due 2029 (the “2029 Notes”), subject to market and other
conditions. The 2029 Notes will be guaranteed by the Company’s affiliates that guarantee the Company’s
credit facilities.
The Company intends to use the proceeds from the private offering, together with cash on hand, (i) to redeem
all of the $325.0 million aggregate principal amount of its 5.125% senior unsecured notes due 2024 outstanding (the “2024 Notes”) and (ii) to pay fees and expenses related to the offering.
The Company expects to deliver a Conditional Notice of Redemption to holders of its outstanding 2024 Notes,
which will provide for the redemption by the Company of all of the $325.0 million aggregate principal amount of 2024 Notes outstanding, subject to the successful completion of offering of the 2029 Notes.
The 2029 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, and to non-U.S. persons outside of the United States in compliance with Regulation S under the Securities Act. The 2029 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 2029 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 Pricing of Senior Notes Offering
DALLAS -- October 5, 2020 -- AMN Healthcare Services, Inc. (NYSE: AMN),
announced today that its wholly owned subsidiary, AMN Healthcare, Inc., priced its previously announced private offering of
$350.0 million aggregate principal amount of senior unsecured notes due 2029, which represents an increase of $25.0 million
from the aggregate principal amount previously disclosed (the “2029 Notes”). The 2029 Notes will bear an interest
rate of 4.000% per annum and will be issued at 100.00% of their face value. The 2029 Notes will be guaranteed by the
Company’s affiliates that guarantee the Company’s credit facilities.
The Company intends to use the proceeds from the private offering,
together with cash on hand, (i) to redeem all of the $325.0 million aggregate principal amount of its 5.125% senior unsecured
notes due 2024 outstanding (the “2024 Notes”), (ii) to pay fees and expenses related to the offering and (iii) to
repay a portion of the outstanding borrowings under its Revolving Facility.
In addition, the Company delivered a Conditional Notice of Redemption to
holders of its outstanding 2024 Notes, which provides for the redemption by the Company of all of the $325.0 million
aggregate principal amount of 2024 Notes outstanding on November 4, 2020, subject to the successful completion of offering of
the 2029 Notes.
The offering is expected to close October 20, 2020, subject to satisfaction of customary closing conditions.
The 2029 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, and to non-U.S. persons outside of the United States in compliance with Regulation S under the Securities Act. The 2029 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 2029 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
