AmSurg seeks to waive change-of-control condition for 5 5/8% notes

New York, Aug. 8 – AmSurg Corp. announced a solicitation of consents for its 5 5/8% senior notes due 2022, which includes a request for a waiver to allow it to complete its merger with Envision Healthcare Holdings, Inc. without triggering the change-of-control provision.

Specifically, AmSurg is seeking to amend the note indenture to include “limited condition acquisition technology,” to amend the definition of change of control to waive any obligation to make a change-of-control offer to repurchase the notes at 101% of par on completion of the merger of AmSurg and Envision and to make other related changes.

The consent solicitation runs through 5 p.m. ET on Aug. 17, according to a news release.

Holders who deliver consents will receive a fee of $2.50 per $1,000 principal amount if the solicitation is successful.

AmSurg needs approval from holders of a majority of the notes to make the changes.

The company said that it expects to execute a supplemental indenture as soon as it receives the necessary consents, which may occur before the expiration date.

Payment will be made promptly after that.

Barclays Capital Inc. (800 438-3242 or 212 528-7581), J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, SunTrust Robinson Humphrey, Inc., Deutsche Bank Securities Inc., BMO Capital Markets Corp. and RBC Capital Markets, LLC are solicitation agents. D.F. King & Co., Inc. (800 283-3192, 212 269-5550 or amsg@dfking.com) is the information and tabulation agent.

AmSurg is a Nashville, Tenn., operator of ambulatory surgery centers.

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