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Share Name | Share Symbol | Market | Type |
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Prospect Medical Holdings, | AMEX:PZZ | AMEX | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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): July 22, 2009
Prospect Medical Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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1-32203 |
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33-0564370 |
(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
of incorporation) |
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File Number) |
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Identification No.) |
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10780 Santa Monica Boulevard |
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Suite 400 |
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Los Angeles, California |
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90025 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (310) 943-4500
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On July 22, 2009, Prospect Medical Holdings, Inc., a Delaware corporation (the Company), entered into a Purchase Agreement that provides for the sale of $160 million in aggregate principal amount of its 12¾% senior secured notes due 2014 (the Notes) at an issue price of 92.335%. The Company entered into the Purchase Agreement with certain of its subsidiaries and affiliates (in their capacity as guarantors) and certain initial purchasers that will be represented by RBC Capital Markets Corporation and Jefferies & Company, Inc. The sale of the Notes is expected to close on or about July 29, 2009 in accordance with the terms of the Purchase Agreement which contains various customary representations, covenants and closing conditions. The Company intends to apply the net proceeds of the sale of the Notes, together with cash on hand, to repay the amount outstanding under its existing senior secured credit facility and to terminate its interest rate swap agreements.
The Notes have not been registered under the Securities Act of 1933, as amended (the Securities Act) and have been offered only to qualified institutional buyers pursuant to the requirements of Rule 144A under the Securities Act or to persons outside the United States in accordance with Regulation S under the Securities Act. Unless the Notes are subsequently registered, they may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of the Notes in any state in which an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Additional information is provided in the press release of Prospect Medical Holdings, Inc. filed herewith and incorporated herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 above.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibit is filed with this Form 8-K:
Exhibit No. |
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Description |
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99.1 |
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Press Release of Prospect Medical Holdings, Inc., dated July 23, 2009. |
1
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.
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PROSPECT MEDICAL HOLDINGS, INC. |
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July 23, 2009 |
By: |
/s/ Mike Heather |
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Name: Mike Heather |
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Title: Chief Financial Officer |
2
1 Year Prospect Medical Chart |
1 Month Prospect Medical Chart |
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