- Amended Current report filing (8-K/A)
04 April 2009 - 7:50AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K/A
(Amendment
No. 1)
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
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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)
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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:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR240.13e-4(c))
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Explanatory Note
This Current Report on Form 8-K/A
(this
Amended Report
) is filed by Prospect Medical Holdings, Inc.,
a Delaware corporation (the
Company
), as an amendment to its Current
Report on Form 8-K (the
Original Report
) that the Company filed
with the Securities and Exchange Commission (the
Commission
) on March 25,
2009. The purpose of this Amended Report
is to file as exhibits the letter agreements that are listed in Item 9.01 of
this Amended Report and that pertain to the events described in the Original
Report.
This Amended Report is not
intended to revise or update any of the information disclosed in the Original
Report, except as expressly described below.
This Amended Report continues to speak as of the date of the Original
Report and is not intended to, nor does it, reflect events that have occurred
since the filing of the Original Report.
Item 2.04. Triggering Events That Accelerate
or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement.
As described in the Original
Report, the Company, Bank of America, N.A., as administrative agent (the
Administrative
Agent
), and certain lenders (the
Lenders
) are parties to a First
Lien Credit Agreement dated as of August 8, 2007, as amended (the
First
Lien Credit Agreement
), a Second Lien Credit Agreement dated as of August 8,
2007, as amended (the
Second Lien Credit Agreement
), and certain
related agreements (the foregoing being 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 Lenders have elected to begin charging interest based on the default
interest rates set forth in the Loan Agreements because the Lenders have deemed
the Company in default of a Credit Facility requirement regarding the sale of
certain of the Companys assets by a specified date. The Company has strongly disputed the
Administrative Agents and Lenders 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 unreasonable and, therefore, not acceptable. The Company has countered with alternative
terms that the Administrative Agent and the Lenders have 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.
The Company is filing as
Exhibits 10.1 to 10.14 to this Amended Report fourteen letter agreements dated April 10,
2008, May 15, 2008, December 31, 2008, January 30, 2009, February 27,
2009, March 6, 2009, and March 12, 2009, respectively, that the
Company entered into with the Administrative Agent and the Lenders (the
Letter
Agreements
). Among other things,
the Letter Agreements require the Company to sell certain of its assets
described in the Letter Agreements by a specified date. As described in the Original Report, the
Administrative Agent and the Lenders have asserted that the Company has failed
to sell those assets by the required date and is therefore in default under the
Loan Agreements.
The Company did not
previously file the Letter Agreements with the Commission because the Company
believed that the Letter Agreements were not material and did not amend the
Loan Agreements in any material respect.
The two Letter Agreements dated May 15, 2008 required the Company
to sell the assets that are the subject of the Administrative Agents default
notices no later than December 31, 2008.
Subsequent Letter Agreements extended the required sale date to January 31,
2009, February 27, 2009, March 6, 2009, March 12, 2009, and March 17,
2009, respectively.
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Based on its negotiations
with the Administrative Agent and the Lenders, the Company understood that the
required sale date set forth in the Letter Agreements would continue to be
extended until the Administrative Agent, the Lenders and the Company reached a
definitive agreement as to the disposition of the specified assets based upon
market conditions and other factors.
Consistent with that understanding, the required sale date was extended
on five occasions pursuant to the various Letter Agreements.
Based on the foregoing, the
Company did not previously file any of the Letter Agreements with the
Commission because it believed that the required sale date set forth in the
Letter Agreements did not represent the parties final agreement or intent on
this issue. For reasons that are unknown
to the Company, the Administrative Agent and the Lenders recently have asserted
that March 17, 2009 represented a binding and final deadline for the
Company to sell the assets that are described in the Letter Agreements. Although the Company strongly disagrees with
this assertion and believes that it is not in default under the Loan
Agreements, the Company has elected to file the Letter Agreements as exhibits
since the Administrative Agent and the Lenders contend that the Company has
failed to comply with the required sale date set forth in the Letter
Agreements.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are
filed with this Amended Report:
Exhibit No.
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Description
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10.1
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Letter agreement dated
April 10, 2008, pertaining to the Amended and Restated Forbearance
Agreement dated April 10, 2008, among Prospect Medical
Holdings, Inc., Prospect Medical Group, Inc., and Bank of America,
N.A., as Administrative Agent on behalf of itself and the lenders named in
the First Lien Credit Agreement.
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10.2
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Letter agreement dated
April 10, 2008, pertaining to the Amended and Restated Forbearance
Agreement dated April 10, 2008, among Prospect Medical
Holdings, Inc., Prospect Medical Group, Inc., and Bank of America,
N.A., as Administrative Agent on behalf of itself and the lenders named in
the Second Lien Credit Agreement.
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10.3
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Letter agreement dated
May 15, 2008, pertaining to the First Lien Credit Agreement, among
Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., and
Bank of America, N.A., as Administrative Agent on behalf of itself and the
lenders named in the First Lien Credit Agreement.
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10.4
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Letter agreement dated
May 15, 2008, pertaining to the Second Lien Credit Agreement, among
Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., and
Bank of America, N.A., as Administrative Agent on behalf of itself and the
lenders named in the Second Lien Credit Agreement.
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10.5
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Letter agreement dated
December 31, 2008, pertaining to the First Lien Credit Agreement, among
Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank
of America, N.A., as Administrative Agent on behalf of itself and the lenders
named in the First Lien Credit Agreement, and the other parties whose
signatures are set forth on the signature pages to the letter agreement
dated December 31, 2008.
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2
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(Certain portions of this
Exhibit have been omitted pursuant to an application for confidential
treatment filed with the Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934)
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10.6
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Letter agreement dated
December 31, 2008, pertaining to the Second Lien Credit Agreement, among
Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank
of America, N.A., as Administrative Agent on behalf of itself and the lenders
named in the Second Lien Credit Agreement, and the other parties whose
signatures are set forth on the signature pages to the letter agreement
dated December 31, 2008. (Certain portions of this Exhibit have
been omitted pursuant to an application for confidential treatment filed with
the Commission pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934)
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10.7
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Letter agreement dated
January 30, 2009, pertaining to the First Lien Credit Agreement, among
Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank
of America, N.A., as Administrative Agent on behalf of itself and the lenders
named in the First Lien Credit Agreement, and the other parties whose
signatures are set forth on the signature pages to the letter agreement
dated January 30, 2009. (Certain portions of this Exhibit have been
omitted pursuant to an application for confidential treatment filed with the
Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934)
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10.8
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Letter agreement dated
January 30, 2009, pertaining to the Second Lien Credit Agreement, among
Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank
of America, N.A., as Administrative Agent on behalf of itself and the lenders
named in the Second Lien Credit Agreement, and the other parties whose
signatures are set forth on the signature pages to the letter agreement
dated January 30, 2009. (Certain portions of this Exhibit have been
omitted pursuant to an application for confidential treatment filed with the
Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934)
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10.9
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Letter agreement dated
February 27, 2009, pertaining to the First Lien Credit Agreement, among
Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank
of America, N.A., as Administrative Agent on behalf of itself and the lenders
named in the First Lien Credit Agreement, and the other parties whose signatures
are set forth on the signature pages to the letter agreement dated
February 27, 2009. (Certain portions of this Exhibit have been
omitted pursuant to an application for confidential treatment filed with the
Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934)
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10.10
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Letter agreement dated
February 27, 2009, pertaining to the Second Lien Credit Agreement, among
Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank
of America, N.A., as Administrative Agent on behalf of itself and the lenders
named in the Second Lien Credit Agreement, and the other parties whose
signatures are set forth on the signature pages to the letter agreement
dated February 27, 2009. (Certain portions of this Exhibit have
been omitted pursuant to an application for confidential treatment filed with
the Commission pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934)
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3
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10.11
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Letter agreement dated
March 6, 2009, pertaining to the First Lien Credit Agreement, among
Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank
of America, N.A., as Administrative Agent on behalf of itself and the lenders
named in the First Lien Credit Agreement, and the other parties whose signatures
are set forth on the signature pages to the letter agreement dated
March 6, 2009. (Certain portions of this Exhibit have been omitted
pursuant to an application for confidential treatment filed with the
Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934)
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10.12
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Letter agreement dated
March 6, 2009, pertaining to the Second Lien Credit Agreement, among
Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank
of America, N.A., as Administrative Agent on behalf of itself and the lenders
named in the Second Lien Credit Agreement, and the other parties whose
signatures are set forth on the signature pages to the letter agreement
dated March 6, 2009. (Certain portions of this Exhibit have been omitted
pursuant to an application for confidential treatment filed with the
Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934)
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10.13
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Letter agreement dated
March 12, 2009, pertaining to the First Lien Credit Agreement, among
Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank
of America, N.A., as Administrative Agent on behalf of itself and the lenders
named in the First Lien Credit Agreement, and the other parties whose
signatures are set forth on the signature pages to the letter agreement
dated March 12, 2009. (Certain portions of this Exhibit have been
omitted pursuant to an application for confidential treatment filed with the
Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934)
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10.14
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Letter agreement dated
March 12, 2009, pertaining to the Second Lien Credit Agreement, among
Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank
of America, N.A., as Administrative Agent on behalf of itself and the lenders
named in the Second Lien Credit Agreement, and the other parties whose
signatures are set forth on the signature pages to the letter agreement
dated March 12, 2009. (Certain portions of this Exhibit have been
omitted pursuant to an application for confidential treatment filed with the
Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934)
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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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April 3, 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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