UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 12, 2008
LHC GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 8082 71-0918189
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
420 West Pinhook Rd., Suite A
Lafayette, LA 70503
(Address of Principal Executive Offices, including Zip Code)
(337) 233-1307
(Registrant's telephone number, including area code)
N/A
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(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:
|_| 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))
Item 1.01 Entry into a Material Definitive Agreement.
The information contained in the discussion under Item 2.03 below is
incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
On June 12, 2008 (the "Effective Date"), LHC Group, Inc. (the "Company")
entered into an Amended and Restated Credit Agreement (the "Amended and Restated
Credit Agreement") by and among the Company, Capital One, National Association,
as administrative agent (the "Agent") and as a lender, First Tennessee Bank,
N.A., as a lender, Branch Banking and Trust Company, as a lender, and Capital
One Corporation, as sole book runner and sole lead arranger. The Amended and
Restated Credit Agreement amends and restates that certain Credit Agreement,
dated February 20, 2008, as amended by First Amendment thereto dated as of March
6, 2008 and the Second Amendment thereto dated as of March 31, 2008 (as so
amended, the "Credit Agreement"), among the Company, the Agent and the lenders
party thereto.
The Amended and Restated Credit Agreement adds Branch Banking and Trust
Company as a Lender and increases the maximum aggregate principal amount of the
line of credit from $37.5 million to $75.0 million (with a letter of credit
sub-limit equal to $2.5 million and a swing line sub-limit of $7.5 million). As
of the Effective Date, the Amended and Restated Credit Agreement has a term of
two years. The interest rate for borrowings under the Amended and Restated
Credit Agreement is a function of the prime rate ("Base Rate Loan") or the
Eurodollar Rate ("Eurodollar Rate Loan"), as elected by the Company, plus the
applicable margin as set forth below:
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LEVERAGE RATIO EURODOLLAR BASE RATE
MARGIN MARGIN
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< 1.00:1.00 1.75% -0.25%
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greater than or equal to 1.00:1.00 < 1.50:100 2.00% 0%
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greater than or equal to 1.50:1.00 < 2.00:1.00 2.25% 0%
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greater than or equal to 2.00:1.00 2.50% 0%
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The Amended and Restated Credit Agreement requires no principal
amortization and interest-only payments are due, in the case of Base Rate Loans,
monthly in arrears and, in the case of Eurodollar Rate Loans, at the end of the
applicable interest period therefore.
The Amended and Restated Credit Agreement is to be guaranteed by all of the
Company's wholly-owned subsidiaries and certain non-wholly owned subsidiaries of
the Company (the "Guaranty"). The Amended and Restated Credit Agreement is
secured by a pledge by the Company of its ownership interest in certain
non-wholly owned subsidiaries of the Company that are not party to the Guaranty.
The Amended and Restated Credit Agreement contains customary
representations and warranties and various affirmative and negative covenants
such as:
o Limitations on the incurrence of additional debt;
o Limitations on the incurrence of liens;
o Restrictions on investments and acquisitions; and
o Restrictions on the sale of assets.
The Amended and Restated Credit Agreement contains various financial
covenants with respect to:
o Minimum fixed charge coverage ratio;
o Maximum total liabilities to tangible net worth;
o Maximum leverage ratio; and
o Minimum working capital ratio.
The Amended and Restated Credit Agreement also includes customary events of
default, including but not limited to: nonpayment of principal, interest or
other fees or amounts; violations of covenants; nonpayment of other material
debt; incorrectness of representations and warranties in any material respect;
insolvency and bankruptcy.
Item 9.01 Financial Statements and Exhibits.
A copy of the Amended and Restated Credit Agreement is attached as Exhibit
10.1 to this Current Report on Form 8-K.
SIGNATURE
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.
LHC GROUP, INC.
By: /s/ Peter J. Roman
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Peter J. Roman
Senior Vice President and Chief
Financial Officer
Dated: June 17, 2008
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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10.1 Amended and Restated Credit Agreement by and among
LHC Group, Inc., Capital One, National Association,
as administrative agent for the lenders, and the
lenders party thereto, dated as of June 12, 2008.