8-K: Current report filing
Published on September 8, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 1.01 | Entry into a Material Definitive Agreement. |
On September 8, 2023, Apollo Medical Holdings, Inc. (the “Company”) entered into the Second Amendment to Amended and Restated Credit Agreement and Waiver (the “Amendment”) to the Amended and Restated Credit Agreement, dated as of June 16, 2021, by and among the Company, as borrower, the lenders party thereto, and Truist Bank, as administrative agent (as amended, the “Credit Agreement”). Among other things, the Amendment (i) increased the letter of credit sub-facility from $25.0 million to $50.0 million; (ii) revised the form of compliance certificate required to be submitted by the Company to the lenders on a quarterly basis; and (iii) waived the Specified Events of Default (as defined in the Amendment) that occurred under the Credit Agreement, relating to the Company’s calculation of Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) and payment of certain interest and letter of credit fees, in each case, for the periods from the quarter ended September 30, 2021 through the quarter ended March 31, 2023 (the “Prior Periods”). The Company also provided the lenders with updated calculations of Consolidated Total Net Leverage Ratio and Consolidated Interest Coverage Ratio (each as defined in the Credit Agreement) for the Prior Periods and paid an aggregate fee of $200,000 to the lenders, as payment in full of the interest and letter of credit fees due for the Prior Periods as a result of the Specified Events of Default.
The above description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this item.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
10.1 | Second Amendment to Amended and Restated Credit Agreement and Waiver, dated as of September 8, 2023, by and among Apollo Medical Holdings, Inc., as borrower, Network Medical Management, Inc., as guarantor, the lenders party thereto, and Truist Bank, as administrative agent, issuing bank and the swingline lender. | |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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.
APOLLO MEDICAL HOLDINGS, INC. | ||
Date: September 8, 2023 | By: | /s/ Thomas S. Lam |
Name: | Thomas S. Lam, M.D., M.P.H. | |
Title: | Co-Chief Executive Officer and President |