- Current report filing (8-K)
26 March 2009 - 7:47AM
Edgar (US Regulatory)
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):
March 19, 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
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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10780 Santa Monica Boulevard
Suite 400
Los Angeles, California
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90025
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(Address of principal executive offices)
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(Zip Code)
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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
2.04. Triggering Events That
Accelerate or Increase a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement.
Prospect Medical Holdings, Inc.,
a Delaware corporation (the Company), Bank of America, N.A., as
administrative agent (the Administrative Agent), and certain lenders are
parties to a First Lien Credit Agreement dated as of August 8, 2007, as
amended, a Second Lien Credit Agreement dated as of August 8, 2007, as
amended, and certain related agreements (collectively referred to herein as the
Loan Agreements), pursuant to which, among other things, the Company has been
provided with a $155,000,000 syndicated senior secured credit facility (the Credit
Facility).
Since the inception of the Credit
Facility, the Company has made all scheduled payments of principal and interest
under the Loan Agreements, and the Company believes that it is currently in
compliance with the terms and requirements of the Loan Agreements. However, on March 19, 2009, the Company
received written notices from the Administrative Agent that the Credit Facilitys
lenders have elected to begin charging interest based on the default interest
rates set forth under the Loan Agreements because the lenders have deemed the
Company in default of a Credit Facility requirement regarding the required sale
of certain of the Companys assets by a specified date. In addition, the Administrative Agent, on
behalf of the various lenders, has reserved the right to exercise all of its
rights and remedies under the Loan Agreements (including, without limitation,
termination of the Credit Facility) as a result of the Companys alleged
default. The Company has strongly disputed
the Administrative Agents characterization of the matter, and the parties have
engaged in ongoing discussion seeking its resolution. During such discussions, the Administrative
Agent, on behalf of the lenders, proposed certain terms which the Company
believes are entirely unreasonable and, therefore, not acceptable. The Company has countered with alternative
terms that the Administrative Agent has not accepted. While the parties discussions are
continuing, there can be no assurance that this matter will be resolved on a
basis favorable to the Company.
Additional information is
provided in the press release of Prospect Medical Holdings filed herewith and
incorporated herein.
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 March 25, 2009
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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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March 25,
2009
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By:
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/s/
Mike Heather
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Name:
Mike Heather
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Title:
Chief Financial Officer
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2
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