View:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to § 240.14a-12 |
AMN HEALTHCARE SERVICES, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
Attached is additional information which may be provided to stockholders.
 The
Medfinders Acquisition
An important component to
AMN’s Healthcare’s
Long Term Strategy
November 18, 2010 |
 2
This
presentation
contains
"forward-looking
statements"
within
the
meaning
of
Section
27A
of
the
Securities
Act
of
1933,
as
amended,
and
Section
21E
of
the
Securities
Exchange
Act
of
1934,
as
amended.
The
company
based
these
forward-looking
statements
on
its
current
expectations
and
projections
about
future
events.
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,"
"may"
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,
2009
and
its
other
quarterly
and
periodic
reports
filed
with
the
SEC.
These
statements
reflect
the
Company's
current
beliefs
and
are
based
upon
information
currently
available
to
it.
Be
advised
that
developments
subsequent
to
this
presentation
are
likely
to
cause
these
statements
to
become
outdated
with
the
passage
of
time.
Forward Looking Statements |
 3
Key Investor Highlights |
 Strategic & Diversified Service Offerings
STRATEGIC
TRANSACTIONAL
Strategic
Partnerships &
Alliances
•RPO Custom
Solutions
Outsourced
Management
Services
•Managed
Services
Direct Hire
Placement
Services
•Permanent
Search Services
Flexible
Placement
Services
•Physician,
Nurse, Allied &
Local Staffing
Patient Care
Services
•Home
Healthcare
Placement & Staffing
Expertise
Workforce Solutions
Expertise
Patient Care Solutions
Expertise
•
Acute care hospitals
•
Physician offices
•
Surgery centers
•
Government facilities
•
Pharmacies
•
Medical clinics
•
Home health providers
•
Rehabilitation facilities
•
Sub-acute facilities
•
Long-term care facilities
•
Schools
FACILITY SETTINGS
4 |
 5
Nurse and Allied Staffing
Clinician Facing Brands
Local & Travel Nursing
Quick Start Nursing
International
Allied
Pharmacy
•
Leading provider of local daily staffing, short and long-term travel
healthcare staffing
•
All nursing specialties
•
Rehab therapists
•
Radiology technologists
•
Lab technicians
•
Pharmacists & techs
•
Consistently ranked higher by clients for providing
highest quality clinicians and being
“easy to work with” •
Also offers managed services and recruitment process outsourcing
services, and staffing of electronic medical record conversion programs
|
 6
Locum Tenens Staffing
•
The leading nationwide provider of temporary physician
staffing
•
Physician & mid-level specialties:
•
Family Practice & Internal Medicine
•
Emergency Room
•
Surgery
•
Anesthesiology
•
Radiology & Oncology
•
Behavioral Health
•
Dentistry
•
Client reputation for large recruitment network, high
quality clinicians & customer-focused service
|
 7
Physician Search Services
•
Nation’s leader in physician search services
•
Represents over 3,000 permanent physician
search assignments each year.
•
Covers all specialties and geographies
•
20+ years experience and heritage. Recognized as
a national thought leader & market intelligence
resource for hospital CEOs
•
Endorsed provider of 20+ state hospital
associations |
 8
The Leader in MSP and RPO Solutions
Source: Company website
•
The leader in Managed Services Programs and
Recruitment Process Outsourcing to healthcare
organizations
•
Exclusively contracted to provide supplemental
clinical labor and manage a network of subcontractor
partners to achieve clients’
target fill rates
•
Provide clients with centralized invoicing, standard
staffing practices, and dedicated clinical staff to
support all of a clients supplemental staffing needs
Workforce Solution Brands
Recruitment Process Outsourcing (RPO)
Managed Services Provider (MSP) |
 9
Provider of Home Healthcare Services
Source: Company estimates
2009 Revenue: $65 million
•
Provides a wide variety of home
healthcare services to individuals
•
Serving approximately 7,000 home
care clients a year
•
Growth opportunity: expansion of
Medicare and Private Pay business
•
Diversification of payor
mix minimizes
exposure to changes in
reimbursement
•
Established infrastructure:
–
Latest home care technology
–
Experienced management team
with demonstrated success |
 Competitor Landscape
10
Source: Company estimates; 10-K filings; Staffing Industry Analysts, July 2010,
Largest U.S. Healthcare Staffing Firms. Note: Team Health includes
healthcare staffing only. On Assignment excludes IT/Engineering staffing revenues.
Largest U.S. Healthcare Staffing Companies
Based on 2009 Estimated Revenues, In $ Millions
$578
AMN Healthcare
CHG
Healthcare
Cross
Country
Medical Staffing
Network
Jackson
Healthcare
Maxim
Healthcare
Team
Health
Supplemental
Healthcare
On
Assignment
$1,063
(Pro forma)
$529
$341
$340
$308
$213
$205
$279
Medfinders
$303 |
 A More
Diversified Revenue Mix 11
Locum Tenens Staffing
Physician Permanent Placement
Nurse & Allied Healthcare Staffing
Home Healthcare
Local Staffing
VMS/MSP
Pre 9/1/10 Revenue Mix
New Revenue Mix |
 12
Key Strategic Benefits of Acquisition
* Annualized synergies on a run rate basis by Q4 2011
Source: Internal company information
Short Term Benefits:
•
AMN becomes leading provider of Managed Services programs
•
EBITDA synergies of $2 million* from improving direct fill rates
at
existing Managed Services clients
•
EBITDA synergies of $8 million* from consolidation opportunities
across back office and overlapping service lines
Long Term Benefits:
•
Comprehensive spectrum of offerings to meet healthcare’s
growing demand for clinical workforce management solutions
•
Advances long-term strategy by entering home healthcare
market
•
A more diversified revenue mix
•
Better leverage of infrastructure |
 Managed
Services Revenue Opportunities 13
Source: Company estimates
Managed Service Provider (MSP) Contracts
Gross Billings & Direct Fill Opportunity
Combined
$110
million
$66
million
$44
million
AMN
2010 Projected
Medfinders
2010 Projected
$45
million
$54
million
Subcontractor filled
Direct filled pre-acquisition
$84
million
Opportunity to be direct filled
post-acquisition
$15
million
Would have been subcontracted
between AMN & Medfinders pre-
acquisition |
 Acquisition Integration Timeline
14
Travel Nurse
Integration
Q3 10
Allied
Integration
Q4 10
Q1 11
Back Office
Integration
Q2 11
Managed Services
Direct Fill
Opportunity
Q3 11
Q4 11
$8 million
annualized
EBITDA
synergies by
Q4 11
$2 million
annualized
EBITDA
synergies by
Q4 11
Completed
In progress
Source: Internal company information |
 Evolution of Medfinders Acquisition
15 |
 Background of Transaction
Strong Corporate Governance/Analysis of Transaction
•
Five month intensive negotiation process with active Board participation
•
Chairman involved in all key negotiation discussions with AMN management
and Medfinders principals
•
Weekly (often daily) discussions with CEO, CFO, General Counsel and
Chairman to review progress of diligence and negotiations
•
Seven Board meetings to review progress and seek counsel, input and approval
on next steps from the full Board
•
Additional Four Board Executive Committee meetings to review progress, seek
counsel, input and approval on next steps from Chairman & Audit Committee
Chair
•
Ongoing communication with NYSE throughout process regarding deal structure
(for approval of convertible preferred shares following close)
16 |
 Background of Transaction
•
Extensive Deal Negotiations Resulting in 30% Purchase Price
Reduction
•
Purchase price reductions prompted by:
•
Board input and directives
•
Results of due diligence
•
Independent advisor advice
•
Refined financial analysis of tax values
•
Cost of debt
•
Board Deliberation to Optimize Deal Structure for Shareholders
•
Purchase Price Fixed at Date of Signing of Definitive Agreement to protect
shareholders against dilution after signing
•
Post closing approval by shareholders to avoid business disruption and
negative impact to financial results
17 |
 Background of Transaction Structure
Transaction Structured to Provide Certainty to Stakeholders and Minimal
Negative Disruption to the Business
•
3-4 Month Delay in Closing of Transaction unacceptable to Parties
•
Our key assets are our healthcare providers and client relationships; deal
uncertainty would threaten these provider relationships as the providers would be
concerned about the continuity of their recruiters, benefits, and
policies •
Competitors would seek to capitalize on this uncertainty in marketing to both
AMN’s and Medfinders’
providers and current customers, negatively impacting both
companies’
financial operations
•
The ability to compete for new business would be hindered
•
Delay would be distraction for corporate employees, and potentially cause loss of
key employees, including sales team members–further impacting
relationships with providers and clients
18 |
 Key
Terms of Acquisition •
Acquired NF Investors, Inc. (NFI, parent company of Nursefinders, Inc. dba
Medfinders) in exchange for:
•
6.3 million shares of AHS common stock
•
5.4 million shares of conditional convertible preferred stock (and
transaction costs incl. 227K shares)
•
$193
million
total
transaction
value
(incl.
approx.
$133
million
of
refinanced
Medfinders
indebtedness)
•
Former
NFI
stockholders
will
own
approx.
26%
of
AHS
(incl.
preferred
shares,
post-conversion)
•
Special Meeting to be held 12/15/2010 to obtain shareholder approval of:
•
Voting rights of preferred shares
•
Convertibility of preferred shares (at option of holder, but mandatory if AHS
stock trades
$10/share for 30 days)
•
Elimination of dividend of 11% on preferred shares
19 |
 Important Information
AMN Healthcare filed a definitive proxy statement on October 29,
2010 with the SEC to obtain shareholder
approval
of
(i)
the
convertibility
of
the
preferred
stock
to
be
issued
to
Medfinders’
shareholders
in
the
acquisition into shares of AMN Healthcare common stock and (ii) the voting rights
of such preferred stock (the “Stockholder Approval”). INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ
THE
PROXY
STATEMENT
AND
OTHER
RELEVANT
MATERIALS
FILED
WITH
THE
SEC
CAREFULLY IN THEIR ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN
IMPORTANT
INFORMATION
ABOUT
THE
STOCKHOLDER
APPROVAL.
The
proxy
statement, any amendments or supplements to the proxy statement and other relevant
documents filed by AMN Healthcare with the SEC are available free of charge
through the web site maintained by
the
SEC
at
www.sec.gov
or
by
calling
the
SEC
at
telephone
number
1-800-SEC-0330.
Free
copies
of
these documents may also be obtained from AMN Healthcare’s website at
www.amnhealthcare.com or by
writing to: AMN Healthcare Services, Inc., 12400 High Bluff Drive, Suite 100, San
Diego, California 92130, Attention: Investor Relations.
AMN Healthcare and its directors and executive officers are deemed to be
participants in the solicitation of proxies from the stockholders of AMN
Healthcare in connection with the Stockholder Approval. Information
regarding AMN Healthcare’s directors and executive officers is included in AMN
Healthcare’s definitive proxy statement for its 2010 annual meeting of
stockholders held on April 14, 2010, which was filed with
the SEC on March 12, 2010. Other information regarding the participants in such
proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, is included in the proxy statement filed
in connection with the Stockholder Approval. 20
|
 Cautionary Statement
The issuance of the securities in the transactions described in this video have not
been registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state securities laws and may not be
offered or sold in the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable state securities
laws. This presentation shall not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor shall there be any sale
of the securities in any jurisdiction or state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction or state.
21 |
 |