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 16, 2006 (June 14, 2006)
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HealthSouth Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware 000-14940 63-0860407
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One HealthSouth Parkway
Birmingham, Alabama 35243
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (205) 967-7116
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:
[ ] 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 Definitive Material Agreement.
On June 14, 2006, HealthSouth Corporation (the "Company") announced
that it completed its private offering of $1.0 billion aggregate principal
amount of its senior notes, which included $375 million in aggregate principal
amount of its floating rate senior notes due 2014 (the "Floating Rate Notes")
at par and $625 million aggregate principal amount of its 10.75% senior notes
due 2016 (the "2016 Notes" and, together with the Floating Rate Notes, the
"Notes") at 98.505% of par. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference
The Company issued the Floating Rate Notes and the 2016 Notes pursuant
to separate Indentures dated June 14, 2006 (each, an "Indenture" and together,
the "Indentures"), among the Company, the Subsidiary Guarantors (as defined
therein) and The Bank of Nova Scotia Trust Company of New York, as trustee (the
"Trustee"). Pursuant to the terms of the Indentures, the Notes are senior
unsecured obligations of the Company and will rank equally with the Company's
senior indebtedness, senior to any of the Company's subordinated indebtedness
and effectively junior to the Company's secured indebtedness to the extent of
the value of the collateral securing such indebtedness. The Company's
obligations under the Notes are jointly and severally guaranteed by all of the
Company's existing and future subsidiaries that guarantee (i) borrowings under
the Credit Agreement dated as of March 10, 2006 (the "Credit Agreement"), among
the Company, a consortium of financial institutions acting as lenders
thereunder, JPMorgan Chase Bank, N.A., as administrative agent and collateral
agent, Citicorp North America, Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as co-syndication agents, and Deutsche Bank Securities Inc.,
Goldman Sachs Credit Partners L.P. and Wachovia Bank, National Association, as
co-documentation agents, or (ii) certain of its other debt.
Interest on the Floating Rate Notes accrues at a rate per annum, reset
semiannually, equal to six-month LIBOR plus 6.0%, as determined by the
calculation agent, which is initially the Trustee. Interest on the 2016 Notes
accrues at the rate of 10.75% per annum. Interest on the Notes is payable
semiannually in arrears on June 15 and December 15 of each year, commencing on
December 15, 2006. The Company will make each interest payment to the holders
of record of the Notes on the immediately preceding June 1 and December 1. The
Company will pay interest on overdue principal at the rate of 1% per annum in
excess of the applicable rate described above and will pay interest on overdue
installments of interest at such higher rate to the extent lawful.
Floating Rate Notes
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On or after June 15, 2009, the Company will be entitled at its option
to redeem all or a portion of the Floating Rate Notes upon not less than 30 nor
more than 60 days' notice, at the redemption prices (expressed in percentages
of principal amount), plus accrued interest to the redemption date (subject to
the right of holders of the Floating Rate Notes of record on the relevant
record date to receive interest due on the relevant interest payment date), if
redeemed during the 12-month period commencing on June 15 of the years set
forth below:
Period Redemption Price
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2009................................................... 103.00%
2010................................................... 102.00%
2011................................................... 101.00%
2012 and thereafter.................................... 100.00%
Prior to June 15, 2009, the Company will be entitled at its option on
one or more occasions to redeem Floating Rate Notes (which includes additional
Floating Rate Notes issued after June 14, 2006, if any) in an aggregate
principal amount not to exceed 35% of the aggregate principal amount of the
Floating Rate Notes (which includes additional Floating Rate Notes issued after
June 14, 2006, if any) issued at a redemption price (expressed as a percentage
of principal amount) of 100%, plus a premium equal to the interest rate per
annum on the Floating Rate Notes applicable on the date that notice of
redemption is given, plus accrued and unpaid interest to the redemption date,
with the net cash proceeds from certain equity offerings, provided however,
that at least 65% of such aggregate principal amount of Floating Rate Notes
remains outstanding immediately after the occurrence of each such redemption
and each such redemption occurs within 90 days after the date of the related
equity offering.
2016 Notes
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On or after June 15, 2011, the Company will be entitled at its option
to redeem all or a portion of the 2016 Notes upon not less than 30 nor more
than 60 days' notice, at the redemption prices (expressed in percentages of
principal amount), plus accrued interest to the redemption date (subject to the
right of holders of the 2016 Notes of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during
the 12-month period commencing on June 15 of the years set forth below:
Period Redemption Price
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2011................................................... 105.375%
2012................................................... 103.583%
2013................................................... 101.792%
2014 and thereafter.................................... 100.000%
Prior to June 15, 2009, the Company will be entitled at its option on
one or more occasions to redeem 2016 Notes (which includes additional 2016
Notes issued after June 14, 2006, if any) in an aggregate principal amount not
to exceed 35% of the aggregate principal amount of the 2016 Notes (which
includes additional 2016 Notes issued after June 14, 2006, if any) issued at a
redemption price (expressed as a percentage of principal amount) of 110.75%,
plus accrued and unpaid interest to the redemption date, with the net cash
proceeds from certain equity offerings, provided however, that at least 65% of
such aggregate principal amount of 2016 Notes remains outstanding immediately
after the occurrence of each such redemption and each such redemption occurs
within 90 days after the date of the related equity offering.
Repurchase upon Change of Control
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Upon the occurrence of a change in control (as defined in the
Indentures), each holder of the Notes may require the Company to repurchase all
or a portion of the Notes in cash at a price equal to 101% of the principal
amount of the Notes to be repurchased, plus accrued and unpaid interest, if
any, to the date of purchase.
However, subject to certain exceptions, the Credit Agreement limits
the Company's ability to repurchase the Notes prior to their maturity.
Other Covenants
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The Indentures contain covenants that limit, among other things, the
Company's and certain of its subsidiaries' ability to (1) incur additional
debt, (2) make certain restricted payments, (3) consummate specified asset
sales, (4) enter into transactions with affiliates, (5) incur liens, (6) impose
restrictions on the ability of the Company's subsidiaries to pay dividends or
make payments to the Company and its restricted subsidiaries, (7) enter into
sale and leaseback transactions, (8) merge or consolidate with another person,
and (9) dispose of all or substantially all of the Company's assets. The
Indentures provides for customary events of default (subject in certain cases
to customary grace and cure periods), which include nonpayment, breach of
covenants in the Indentures, payment defaults or acceleration of other
indebtedness, a failure to pay certain judgments and certain events of
bankruptcy and insolvency. Generally, if an event of default occurs, the
Trustee or holders of at least 25% in principal amount of the then outstanding
Notes of a series may declare the principal of and accrued but unpaid interest
on all the Notes of such series to be due and payable.
The offering and sale of the Notes were not registered under the
Securities Act of 1933, as amended (the "Securities Act"), and the Notes may
not be reoffered or resold in the United States absent registration or an
applicable exemption from registration requirements.
The foregoing descriptions of the Indentures are summary in nature and
qualified in their entirety by reference to the Indentures, copies of which are
attached hereto as Exhibits 4.1 and 4.2 and are incorporated herein by
reference.
Repayment of Interim Loan Agreement
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The Company used the net proceeds from the private offering of the
Notes, along with cash on hand, to repay all borrowings outstanding under the
Company's Interim Loan Agreement dated March 10, 2006 ("Interim Loan
Agreement"), among the Company, the Subsidiary Guarantors, a consortium of
financial institutions acting as lenders thereunder, Merrill Lynch Capital
Corporation, as administrative agent, Citicorp North America, Inc. and JPMorgan
Chase Bank, N.A., as co-syndication agents, and Deutsche Bank AG Cayman Islands
Branch, Goldman Sachs Credit Partners L.P. and Wachovia Bank, National
Association, as co-documentation agents. The Interim Loan Agreement provided
the Company with $1 billion of senior unsecured interim financing. The loans
under the Interim Loan Agreement were to mature on March 10, 2007 (the "Initial
Maturity Date"). Any Interim Lender who had not been repaid in full on or prior
to the Initial Maturity Date would have had the option to receive exchange
notes issued under a certain indenture in exchange for the outstanding loan. If
any such Lender did not exchange its loans for exchange notes on the Initial
Maturity Date, the maturity date of the loans would have automatically extended
to March 10, 2014, prior to which such Lender may have exchanged its loans for
exchange notes at any time.
Prior to the Initial Maturity Date, subject to certain agreed upon
minimum and maximum rates, the loans bore interest at a rate per annum equal
to: (1) LIBOR, adjusted for statutory reserve requirements ("Adjusted LIBOR"),
plus 4.50%, for the period from March 10, 2006 and ending prior to September
10, 2006 and (2) Adjusted LIBOR plus 5.50% as of and from September 10, 2006,
with such rate increasing by an additional 0.50% at the end of each three-month
period commencing on September 10, 2006 until but excluding the Initial
Maturity Date. After the Initial Maturity Date, subject to certain agreed upon
minimum and maximum rates, the loans that would not have been repaid or
exchanged for exchange notes would bear interest at the rate borne by the loans
on the day immediately preceding the Initial Maturity Date plus 0.50% during
the three-month period commencing on the Initial Maturity Date, with such rate
increasing by an additional 0.50% at the beginning of each subsequent
three-month period.
The description above of the Interim Loan Agreement is qualified in
its entirety by the complete text of the Interim Loan Agreement, which was
filed as Exhibit 10.3 to Company's Current Report on Form 8-K filed with the
SEC on March 16, 2006, and is incorporated herein by reference.
Registration Rights Agreement
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In connection with the offering of the Notes, with respect to each
series of Notes, the Company has agreed pursuant to a Registration Rights
Agreement, dated as of June 14, 2006 (the "Registration Rights Agreement"),
among the Company, the Subsidiary Guarantors, and Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities
Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Wachovia Capital
Markets, LLC (the "Initial Purchasers"), on or prior to the day (the "Filing
Date") that is 30 days after the Company is required under the Exchange Act to
file its Report on Form 10-K with the SEC for the fiscal year ending December
31, 2006 (after giving effect to all applicable extensions under the Exchange
Act), to file a registration statement ("Exchange Offer Registration
Statement") with the SEC with respect to a registered offer (the "Registered
Exchange Offer") to exchange each series of Notes for new notes of the Company
("Exchange Notes") having terms substantially identical in all material
respects to such series of Notes, and use its reasonable best efforts to cause
the Exchange Offer Registration Statement to be declared effective under the
Securities Act no later than 180 days after the Filing Date. The Exchange Notes
will generally be freely transferable under the Securities Act.
In addition, the Company has agreed under certain circumstances to
file one or more shelf registration statements to cover resales of the Notes.
In the event that (i) applicable interpretations of the staff of the SEC do not
permit the Company to effect a Registered Exchange Offer,(ii) for any other
reason the Registered Exchange Offer is not consummated by the 220 days of the
Filing Date, (iii) an Initial Purchaser notifies the Company following
consummation of the Registered Exchange Offer that Notes held by such Initial
Purchaser are not eligible to be exchanged for the Exchange Notes in the
Registered Exchange Offer or (iv) certain holders of the Notes are prohibited
by law or SEC policy from participating in the Registered Exchange Offer or
cannot resell the Exchange Notes acquired by them in the Registered Exchange
Offer to the public without delivering a prospectus, the Company will, at its
cost, (a) promptly file a shelf registration statement with the SEC covering
resales of the applicable series of Notes or the Exchange Notes, as the case
may be, (b) use its reasonable best efforts to cause the shelf registration
statement to be declared effective under the Securities Act within a specified
period of time and (c) keep effective the shelf registration statement until
two years after its effective date (subject to certain exceptions).
If the Company fails to satisfy these obligations and its other
obligations as set forth in the Registration Rights Agreement, the Company will
be required to pay additional interest to the holders of the Notes. The Company
agreed that if it does not (i) file an Exchange Offer Registration Statement
with respect to a series of Notes with the SEC on or prior to the Filing Date
or (ii) if the Exchange Offer Registration Statement or shelf registration
statement described above is not declared effective (or ceases to be effective)
or the exchange offers are not consummated within specified time periods (any
event described in (i) and (ii) being referred to individually as a
"Registration Default"), then the Company will pay additional cash interest on
the applicable series of Notes. The rate of the additional interest will be
0.25% per annum for the first 90-day period immediately following the
occurrence of a Registration Default, and such rate will increase by an
additional 0.25% per annum with respect to each subsequent 90-day period until
all Registration Defaults have been cured, up to a maximum additional interest
rate of 1.0% per annum. The Company will pay such additional interest on
regular interest payment dates. Such additional interest will be in addition to
any other interest payable from time to time with respect to applicable series
of Notes and Exchange Notes.
The foregoing description of the Registration Rights Agreement is
summary in nature and qualified in its entirety by reference to the
Registration Rights Agreement, a copy of which is attached hereto as Exhibit
4.3 and incorporated herein by reference.
The Initial Purchasers and their affiliates have performed investment
banking, commercial banking and advisory services for the Company and its
affiliates in the ordinary course of business, for which they have received
customary fees and expense reimbursements. The Initial Purchasers and their
affiliates may, from time to time, engage in transactions with and perform
services for the Company and its affiliates in the ordinary course of business.
In addition, the Interim Loan was held in part by affiliates of the Initial
Purchasers. In connection with acting as lenders, arrangers and agents under
the Company's Credit Agreement, certain of the Initial Purchaser and their
affiliates receive customary fees and expense reimbursements. In addition,
affiliates of certain of the Initial Purchasers are parties to an interest rate
swap with the Company. From time to time, certain of the Initial Purchasers and
their affiliates may effect transactions for their own account or the account
of customers, and hold on behalf of themselves or their customers, long or
short positions in the Company's debt or equity securities or loans.
Item 1.02. Termination of a Material Definitive Agreement.
The disclosure included under Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 1.02.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under
an Off-Balance Sheet Arrangement of a Registrant.
The disclosure included under Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
See Exhibit Index.
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.
HEALTHSOUTH CORPORATION
By: /s/ GREGORY L. DOODY
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Name: Gregory L. Doody
Title: Executive Vice President,
General Counsel and Secretary
Date: June 16, 2006
EXHIBIT INDEX
Exhibit No. Description
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4.1 Indenture, dated as of June 14, 2006, among
HealthSouth Corporation, the Subsidiary Guarantors
(as defined therein) and The Bank of Nova Scotia
Trust Company of New York, as trustee, relating to
$375,000,000 aggregate principal amount of Floating
Rate Senior Notes due 2014.
4.2 Indenture, dated as of June 14, 2006, among
HealthSouth Corporation, the Subsidiary Guarantors
(as defined therein) and The Bank of Nova Scotia
Trust Company of New York, as trustee, relating to
$625,000,000 aggregate principal amount of 10.75%
Senior Notes due 2016.
4.3 Registration Rights Agreement, dated as of June 14,
2006, among HealthSouth Corporation, the Subsidiary
Guarantors (as defined therein) and the Initial
Purchasers (as defined therein), relating to the
$625,000,000 aggregate principal amount of 10.75%
Senior Notes due 2016 and the $375,000,000 aggregate
principal amount of Floating Rate Senior Notes due
2014.
99.1 Press release dated June 14, 2006.