Attached files
file | filename |
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EX-4.1 - EX-4.1 - Option Care Health, Inc. | y83546exv4w1.htm |
EX-4.2 - EX-4.2 - Option Care Health, Inc. | y83546exv4w2.htm |
EX-10.4 - EX-10.4 - Option Care Health, Inc. | y83546exv10w4.htm |
EX-10.2 - EX-10.2 - Option Care Health, Inc. | y83546exv10w2.htm |
EX-99.1 - EX-99.1 - Option Care Health, Inc. | y83546exv99w1.htm |
EX-10.5 - EX-10.5 - Option Care Health, Inc. | y83546exv10w5.htm |
EX-10.3 - EX-10.3 - Option Care Health, Inc. | y83546exv10w3.htm |
EX-10.1 - EX-10.1 - Option Care Health, Inc. | y83546exv10w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 25, 2010
BIOSCRIP, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 0-28740 | 05-0489664 | ||
(State of Incorporation) | (Commission File Number) | (I.R.S. Employer | ||
Identification No.) |
100 Clearbrook Road, Elmsford, New York | 10523 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (914) 460-1600
N/A
(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)) |
TABLE OF CONTENTS
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement.
Overview
On March 25, 2010, BioScrip, Inc. (referred to herein as the Company, we, us and our)
completed its acquisition of Critical Homecare Solutions Holdings, Inc., a Delaware corporation
(the Target). In connection with the financing of the acquisition, the Company entered into
certain agreements which are summarized below. A copy of the press release announcing the
completion of the acquisition is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
The New Credit Facility
On March 25, 2010, the Company entered into a credit agreement (the New Credit Facility) by
and among the Company, as borrower, all of its subsidiaries as subsidiary guarantors thereto, the
lenders party thereto, Jefferies Finance LLC, as lead arranger, as book manager, as administrative
agent for the lenders, as collateral agent for the secured parties and as syndication agent,
Compass Bank, as a co-documentation agent, GE Capital Corporation, a co-documentation agent,
Healthcare Finance Group, LLC, as collateral manager, HFG Healthco-4, LLC, as swingline lender for
the lenders, and Healthcare Finance Group, LLC, as issuing bank for the lenders. The New Credit
Facility consists of a $100.0 million senior secured term loan facility (the Term Loan) and $50.0
million senior secured revolving credit facility (the Revolver). The Term Loan matures five
years after funding and has a repayment schedule with quarterly amortization equal to 2.5%, 5.0%,
7.5%, 10.0% and 12.5% per annum of its principal amount in years one through five, with the balance
due at maturity. The Revolver will be available for five years after
the closing of the Merger (as defined below). The amount of borrowings which may be made under the Revolver will be based on a borrowing base to
be comprised of specified percentages of eligible receivables and eligible inventory, up to a
maximum of $50.0 million. If the amount of borrowings outstanding under the Revolver exceeds the
borrowing base then in effect, then the Company will be required to repay such borrowings in an
amount sufficient to eliminate such excess. Additionally, if there are no borrowings outstanding
under the Revolver, and the principal amount of the Term Loan then outstanding exceeds the
borrowing base then in effect, then the Company will be required to repay the Term Loan in an
amount sufficient to eliminate such excess. The Revolver includes $5.0 million of availability for
letters of credit and $5.0 million of availability for swingline loans. Interest on both the Term
Loan and advances under the Revolver will be based on a base rate or Eurodollar rate plus an
applicable margin of 3.0% and 4.0%, respectively, with the base rate and Eurodollar rate having
floors of 3.0% and 2.0%, respectively. In the event of any default, the interest rate may be
increased to 2.0% over the rate applicable to base rate loans. The Revolver also carries a
commitment fee of 0.75% per annum, payable quarterly in arrears, on the unused portion of the
credit line.
Borrowings under the New Credit Facility will be subject to mandatory prepayment upon the
occurrence of certain events, including the issuance of certain securities, the incurrence of
certain debt and the sale or other disposition of certain assets. In addition, borrowings under
the New Credit Facility will be subject to mandatory prepayment in the event the Company has excess
cash flow, as defined in the New Credit Facility. Both the Term Loan and the Revolver have been
guaranteed by substantially all of the Companys domestic subsidiaries and secured by first
priority security interests in substantially all of the Companys assets (including the capital
stock of our subsidiaries) and all such subsidiary guarantors. The New Credit Facility includes
customary affirmative and negative covenants and events of default, as well as financial covenants
relating to a maximum total leverage ratio and a minimum fixed charge coverage ratio. Negative
covenants include, among other limitations, limitations on additional debt, liens, negative
pledges, investments, dividends, stock repurchases, asset sales and affiliate transactions. Events
of default include, among other events, non-performance of covenants, breach of representations,
cross-default to other material debt, bankruptcy and insolvency, material judgments and changes in
control.
Cautionary Statements
The representations, warranties and covenants made by the parties in the agreement documenting
the New Credit Facility are qualified by information in disclosure schedules that the parties
exchanged in connection with the execution of the agreement. Representations and warranties may be
used as a tool to allocate risks between the parties, including where the parties do not have
complete knowledge of all facts. Accordingly, investors should not rely on the representations,
warranties and covenants or any descriptions thereof as characterizations of the actual state of
facts or condition of the Company or any of the Companys affiliates.
This description of the New Credit Facility is qualified in its entirety by the New Credit Facility
filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by
reference.
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Security Agreement
In connection with the New Credit Facility, on March 25, 2010, the Company entered into a
security agreement (the Security Agreement), by and among the Company and the other guarantors
from time to time party thereto, as pledgors, assignors and debtors (collectively, the Pledgors)
and Jefferies Finance LLC, in its capacity as collateral agent pursuant to the New Credit Facility,
as pledgee, assignee and secured party. Pursuant to the Security Agreement, the Pledgors each
pledged a lien on and interest in and to all of the right, title and interest of such Pledgor in
the Pledged Collateral (as defined in the Security Agreement) as collateral security for the
payment and performance in full of all the secured obligations under the New Credit Facility.
This description of the Security Agreement is qualified in its entirety by the Security
Agreement filed as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated herein by
reference.
Indenture and Notes
On March 25, 2010, the Company also issued $225.0 million in aggregate principal amount of
101/4% Senior Notes due 2015 (the Notes), which mature on October 1, 2015, pursuant to an
indenture, dated as of March 25, 2010 (the Indenture), by and among the Company, the Guarantors
(as defined below) and U.S. Bank National Association, as trustee (the Trustee). The Notes have
not been registered under the Securities Act of 1933, as amended (the Securities Act) or the
securities laws of any other jurisdiction, but we intend to make an offer to exchange the Notes for
registered, publicly tradable notes with substantially identical terms as the Notes in accordance
with the terms of the Registration Rights Agreement described below. The Notes were sold to
qualified institutional buyers pursuant to Rule 144A and Regulation S under the Securities Act.
The following is a brief description of the material provisions of the Indenture and the Notes.
| Interest. Interest on the Notes is payable semiannually on April 1 and October 1 of each year, commencing on October 1, 2010. |
| Guarantees. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Companys existing direct and indirect domestic restricted subsidiaries and will be guaranteed by future additional domestic restricted subsidiaries (the Guarantors and such guarantees, the Guarantees). |
| Ranking. The Notes and the Guarantees will rank equal in right of payment to all of the Companys and the Guarantors existing and future senior unsecured indebtedness and rank senior in right of payment to all of the Companys future subordinated indebtedness. The Notes and the Guarantees will be effectively subordinated to the Companys and the Guarantors existing and future secured indebtedness, including the indebtedness under the New Credit Facility with respect to the assets securing such debt. |
| Optional Redemption. On or after April 1, 2013, the Company may redeem some or all of the Notes at a price of (i) 105.125% of the principal amount of the Notes if redeemed before October 1, 2014; and (ii) 100.000% of the principal amount of the Notes if redeemed on or after October 1, 2014, plus accrued and unpaid interest and liquidated damages, if any, on the Notes redeemed, to the date of redemption. Prior to April 1, 2013, the Company may redeem up to 35% of the aggregate principal amount of the Notes at a redemption price of 110.250% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, to the redemption date, with the net cash proceeds of certain equity offerings. In addition, the Company may, at its option, redeem some or all of the Notes at any time prior to April 1, 2013, by paying a redemption price which includes a make whole premium. |
| Change of Control Offer. If the Company experiences certain change-of-control events, the holders of the Notes will have the right to require the Company to purchase their Notes at a price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. |
| Asset Sale Offer. Upon certain asset sales, the Company may be required to offer to use the net proceeds of the asset sale to purchase a portion of the Notes at 100% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. |
| Other Covenants. The Indenture contains certain covenants limiting the Companys ability and the ability of its domestic restricted subsidiaries to (subject to certain exceptions): (i) incur or guarantee additional indebtedness or issue certain preferred stock; (ii) transfer or sell assets; (iii) make certain investments; (iv) pay dividends or distributions, redeem subordinated indebtedness or make other restricted payments; (v) create or incur liens; (vi) incur dividend or other payment restrictions affecting certain subsidiaries; (vii) enter into agreements that restrict dividends from subsidiaries; (viii) issue capital stock of the Companys subsidiaries; (ix) consummate a merger, consolidation or sale of all or substantially all of the Companys assets; and (x) enter into transactions with affiliates. |
| Events of Default. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable. |
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The description of the Indenture and the Notes is qualified in its entirety by the Indenture
and Form of 101/4% Senior Note due 2015, filed as Exhibit 4.1 to this Current Report on Form 8-K,
which are incorporated herein by reference.
Amendment to PVA and Intercreditor Agreement
On March 25, 2010, the prime vendor agreement, effective as of August 25, 2009, by and among
AmerisourceBergen Drug Corporation, a Delaware corporation (ABDC) and the Company and certain
subsidiaries of the Company (as amended, the PVA), was amended to modify the scope of the
security interest in the collateral granted under the PVA to provide ABDC with a lien on the
Companys and its subsidiaries inventory, accounts and proceeds. On March 25, 2010,
Jefferies Finance LLC, as agent for the first priority secured parties, and ABDC entered into an
intercreditor agreement (the Intercreditor Agreement) pursuant to which ABDC has agreed to
subordinate the lien securing the Companys obligations under the PVA to the liens securing the New
Credit Facility.
This description of the Amendment to the PVA and the Intercreditor Agreement is qualified in
its entirety by the Amendment to the PVA and the Intercreditor Agreement filed as Exhibits 10.3 and
10.4 to this Current Report on Form 8-K, which are incorporated herein by reference.
Registration Rights Agreement
On March 25, 2010, BioScrip, the Guarantors and Jefferies & Company, Inc. entered into a
registration rights agreement (the Registration Rights Agreement). Pursuant to the Registration
Rights Agreement, BioScrip and the Guarantors have agreed to file a registration statement with the
Securities and Exchange Commission. Upon the effectiveness of the registration statement, BioScrip
and the Guarantors will offer to the holders of the Notes registered, publicly tradable notes that
have substantially identical terms as the Notes. If the Company fails to satisfy its obligations
under the Registration Rights Agreement we may be required to pay additional interest on the Notes.
This description of the Registration Rights Agreement is qualified in its entirety by the
Registration Rights Agreement filed as Exhibit 10.5 to this Current Report on Form 8-K, which is
incorporated herein by reference.
Warrant Agreement
In connection with the consummation of the Merger, on March 25, 2010, the
Company entered into the Warrant Agreement with the Target Stockholders and an optionholder of the
Target (the Warrant Agreement) providing for the issuance of warrants (the Warrants) representing the right to
purchase, in the aggregate, 3,400,945 shares of Company Common Stock (as defined below) at the
effective time of the Merger.
The Warrants may be exercised at any time prior to 5:00 p.m., eastern time, on March 25, 2015
(the expiration time) upon the payment of the exercise price for each share of Company Common
Stock with respect to which the Warrants are then being exercised. The initial exercise price is
equal to $10.00 per share, subject to adjustment. Upon the exercise of any Warrants, a
warrantholder may pay the applicable exercise price in cash or by net exercise. Any Warrants
issued under the Warrant Agreement will be fully exercised pursuant to the terms thereof, without
the need for any action by the holder of such Warrants, immediately prior to the expiration time if
the resulting value upon such automatic exercise would be greater than zero. The Warrants are
subject to stock-based and price-based anti-dilution provisions set forth in the Warrant Agreement.
This description of the Warrant Agreement is qualified in its entirety by the Warrant
Agreement filed as Exhibit 4.2 to this Current Report on Form 8-K, which is incorporated herein by
reference.
Item 1.02 Termination of a Material Definitive Agreement
On March 25, 2010, contemporaneously with the execution and delivery of the New Credit
Facility, the Amended and Restated Loan and Security Agreement, dated as of September 26, 2007, by
and among BioScrip Pharmacy Services, Inc., BioScrip Infusion Services, Inc., BioScrip Pharmacy
(NY), Inc., BioScrip PBM Services, LLC, BioScrip Pharmacy, Inc., Natural Living, Inc., BioScrip
Infusion Services, LLC and Bradhurst Specialty Pharmacy, Inc., as Borrowers, and HFG Healthco-4
LLC, as Lender, was terminated and all amounts outstanding thereunder were repaid. The Company
incurred no early termination penalties in connection with the termination of the agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On March 25, 2010, pursuant to an agreement and plan of merger (the Merger Agreement) dated
as of January 24, 2010 by and among the Company, Camelot Acquisition Corp., a Delaware corporation
and wholly owned subsidiary of the Company (the Merger Sub), the Target, Kohlberg Investors V,
L.P., a Delaware limited partnership, in its capacity as the Stockholders Representative and as a
stockholder (Kohlberg), Kohlberg Partners V, L.P., a Delaware limited partnership, Kohlberg
Offshore Investors V, L.P., a Delaware limited partnership, Kohlberg TE Investors V, L.P., a
Delaware limited partnership, KOCO Investors V, L.P., a Delaware limited partnership, Robert
Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Blackstone Mezzanine Partners II L.P., a Delaware
limited partnership, Blackstone Mezzanine Holdings II L.P., a Delaware limited partnership, and
S.A.C. Domestic Capital Funding, Ltd., a Cayman Islands limited company (collectively, the Target
Stockholders), the Target merged with and into Merger Sub (the Merger). As a result of the
Merger, the separate corporate existence of the Target ceased and Merger Sub is continuing as the
surviving corporation of the Merger and a wholly owned subsidiary of the Company under the name
CHS Holdings, Inc. In connection with the Merger, pursuant to the terms of the Merger Agreement,
the Company paid a total purchase price of approximately
$347 million (plus Warrants) for the
acquisition of the Target as follows:
| cash of approximately $114 million; |
| the repayment of approximately $123.9 of indebtedness of the Target (net of Targets cash); |
| approximately 13.1 shares of common stock, $0.0001 par value, of the Company (the Company Common Stock) having an aggregate value of approximately $109.5 million based on the Companys closing stock price of $8.35 on March 25, 2010, the date of the consummation of the Merger; and |
| Warrants. |
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At the closing of the Merger, the Company assumed and adopted the Targets 2006 Equity
Incentive Plan, as amended (the Stock Option Plan). With respect to the right to purchase the
Target Common Stock under the Stock Option Plan (the Options) held by the top five executives of
the Target, Options representing the right to acquire an aggregate of 716,086 shares of Company
Common Stock rolled over into the Stock Option Plan assumed by the Company at the closing of the
Merger, and all remaining Options were cashed out in connection with the Merger.
At the Stockholders Meeting (as defined below), the stockholders of the Company approved and
adopted a proposal to issue the Company Common Stock, including the Company Common Stock to be
issued upon the conversion of the Warrants.
A total of 2,696,516 shares of Company Common Stock (of the total of approximately 13.1
million shares that were issued in connection with the Merger) were deposited into escrow and will
be available to satisfy any indemnity to the Company under the
Merger Agreement.
A copy of the Companys press releases, dated March 25, 2010 announcing the completion of the
acquisition of the Target is attached hereto as Exhibit 99.1 and
is incorporated herein by
reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligations
The disclosure provided under Item 1.01 of this Form 8-K is incorporated by reference into
this Item 2.03 as if fully set forth herein.
Item 3.02 Unregistered Sales of Equity Securities
The information regarding the issuance of shares of Company Common Stock set forth in Item
1.01 above is incorporated herein by reference.
The shares of Company Common Stock and Warrants issued to the Target Stockholders in
connection with the Merger were offered and sold in reliance upon the exemption from registration
provided by Section 4(2) under the Securities Act. The offer and sale of shares of Company Common
Stock and Warrants to the Target Stockholders, as a portion of the consideration for the Merger,
was a privately negotiated transaction with the Target Stockholders, who are all accredited
investors, that did not involve a general solicitation. The certificates representing the shares
of Company Common Stock and Warrants issued in connection with the Merger contain a legend to the
effect that such shares are not registered under the Securities Act and may not be sold or
transferred except pursuant to a registration which has become effective under the Securities Act
or pursuant to an exemption from such registration.
Item 3.03. Material Modification to Rights of Security Holders.
The information included in Item 1.01 above is incorporated by reference into this Item 3.03.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
As of the effective time of the Merger, the board of directors of the Company expanded to 10
directors from nine directors (with a then-existing vacancy). The vacancy created by the increase
in the authorization of the additional directorship and previously existing vacancy will be filled
by Messrs. Samuel P. Frieder and Gordon H. Woodward in accordance with the stockholders agreement
(the Stockholders Agreement) with the Target Stockholders and certain optionholders of CHS.
For
as long as Kohlberg has the right to designate one or more directors
on the Companys board
of directors pursuant to the terms of the Stockholders Agreement, at least one of those directors
will be entitled to representation on each of the Audit Committee, the Management Development and
Compensation Committee and the Corporate Strategy Committee of the
Companys board of directors.
Effective as of the effective time of the Merger, Mr. Frieder has been designated to serve on the
Management Development and Compensation Committee and Mr. Woodward has been designated to serve on
the Audit and Corporate Strategy Committees.
Samuel P. Frieder, 44, joined Kohlberg & Company, L.L.C. in 1989, became a Principal in 1995 and
Co-Managing Partner in 2006. From 1988 to 1989 he was a senior associate in the Capital Funding
Group at Security Pacific Business Credit. Prior to that, he was a senior real estate analyst at
Manufacturers Hanover Trust Company. He is a member of the board of directors of AGY Holdings
Corporation, Bauer Hockey, Centerplate, Inc., Central Parking Corporation, Hawkeye Group, Katy
Industries, Inc., Hoffmaster Group Inc., Kohlberg Capital Corporation, Niagara Corporation, Nielsen
& Bainbridge, Inc., Packaging Dynamics Corporation, Pittsburgh Glass Works L.L.C., Stanadyne
Corporation, SVP Holdings, Ltd., Trico Products, Inc. and United States Infrastructure Corporation.
Mr. Frieder holds an A.B. from Harvard College.
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Gordon H. Woodward, 40, joined Kohlberg & Company, L.L.C. in 1996 and became a Partner in 2001.
Prior to joining Kohlberg & Company, L.L.C., Mr. Woodward was a financial analyst at James D.
Wolfensohn Incorporated. He is a member of the board of directors of Centerplate, Inc., Central
Parking Corporation, Hoffmaster Group Inc., Nielsen & Bainbridge, Inc., Packaging Dynamics
Corporation, Stanadyne Corporation, and United States Infrastructure Corporation. Mr. Woodward
received an A.B. from Harvard College.
The foregoing summary of certain provisions of the Stockholders Agreement is not intended to
be complete and is qualified in its entirety by reference to the full text of the agreement, which
was filed as Exhibit 10.1 of the Current Report on Form 8-K of
the Company on January 27,
2010, and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 25, 2010, the Company held a special meeting of stockholders (the Stockholders
Meeting) to vote on the following proposal:
To approve the issuance of up to approximately 12.9 million shares of Company
Common Stock (subject to increase if net indebtedness of the Target is less
than $132 million at closing), as well as 3,400,945 shares of Company Common
Stock to be issued upon exercise of Warrants.
Since there were sufficient votes to approve the above proposal, a proposal to approve
adjournment of the Stockholders Meeting was not voted on at the Stockholders Meeting. Set forth
below are the final results of the vote on the proposal to approve the issuance of shares of
Company Common Stock.
For | Against | Abstain | Broker Non-Vote | |||
32,453,901 | 262,085 | 58,814 | 0 |
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Incorporated herein by reference are the Critical Homecare Solutions Holdings, Inc. audited
consolidated financial statements as of and for the year ended December 31, 2009, filed as
Exhibit 99.1 to the Companys Current Report on Form 8-K filed with the SEC on March 16, 2010, and
the Critical Homecare Solutions Holdings, Inc. audited consolidated financial statements as of and
for the years ended December 31, 2008 and 2007, filed with the Companys Proxy Statement on
Schedule 14A filed with the SEC on February 24, 2010.
(b) Pro Forma Financial Information.
Incorporated herein by reference is the Unaudited Pro Forma Combined Financial Information of
BioScrip, Inc., filed as Exhibit 99.3 to the Companys Current Report on Form 8-K filed with the
SEC on March 16, 2010.
(d) Exhibits.
Exhibit No. | Description | |
2.1
|
Agreement and Plan of Merger, dated as of January 24, 2010, by and among BioScrip, Inc., Camelot Acquisition Corp., Critical Homecare Solutions Holdings, Inc., Kohlberg Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P., Kohlberg TE Investors V, L.P., KOCO Investors V, L.P., Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Blackstone Mezzanine Partners II L.P., Blackstone Mezzanine Holdings II L.P. and S.A.C. Domestic Capital Funding, Ltd. (incorporated by reference to Exhibit 2.1 to the Form 8-K (SEC Accession No. 0000950123-10-005446) as filed with the SEC on January 27, 2010). | |
4.1
|
Indenture, dated as of March 25, 2010, by and among BioScrip, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee (including Form of 101/4% Senior Note due 2015). | |
4.2
|
Warrant Agreement, dated as of March 25, 2010, by and among BioScrip, Inc., Kohlberg Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P., Kohlberg TE Investors V, L.P., KOCO Investors V, L.P., Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Colleen Lederer, Blackstone Mezzanine Partners II L.P., Blackstone Mezzanine Holdings II L.P. and S.A.C. Domestic Capital Funding, Ltd. |
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Exhibit No. | Description | |
10.1
|
Credit Agreement, dated as of March 25, 2010, by and among BioScrip, Inc., as borrower, the subsidiary guarantors party thereto, the lenders party thereto, Jefferies Finance LLC, as lead arranger, as book manager, as administrative agent for the lenders, as collateral agent for the secured parties and as syndication agent, Compass Bank, as a co-documentation agent, GE Capital Corporation, a co-documentation agent, Healthcare Finance Group, LLC, as collateral manager, HFG Healthco-4, LLC, as swingline lender for the lenders, and Healthcare Finance Group, LLC, as issuing bank for the lenders. | |
10.2
|
Security Agreement, dated as of March 25, 2010, by and among BioScrip, Inc., the other guarantors from time to time party thereto, and Jefferies Finance LLC, as collateral agent pursuant to the Credit Agreement. | |
10.3
|
First Amendment, dated as of March 25, 2010, to Prime Vender Agreement, dated as of July 1, 2009, by and among AmerisourceBergen Drug Corporation, Bioscrip, Inc., BioScrip Infusion Services, Inc., Chonimed LLC, Los Feliz Drugs Inc., Bioscrip Pharmacy Inc., Bradhurst Specialty Pharmacy, Inc., Bioscrip Pharmacy (NY), Inc., Bioscrip PMB Services, LLC, Natural Living Inc., Bioscrip Infusion Services, LLC, Bioscrip Nursing Services, LLC, Bioscrip Infusion Management, LLC and Bioscrip Pharmacy Services, Inc. | |
10.4
|
Intercreditor Agreement, dated as of March 25, 2010, by and between Jefferies Finance LLC, as agent for the first priority secured parties, and AmerisourceBergen Drug Corporation. | |
10.5
|
Registration Rights Agreement, dated as of March 25, 2010, by and among BioScrip, Inc., the guarantors party thereto and Jefferies & Company, Inc. | |
99.1
|
Press Release dated March 25, 2010. |
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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.
BIOSCRIP, INC. |
||||
Date: March 31, 2010 | /s/ Barry A. Posner | |||
By: | Barry A. Posner | |||
Executive Vice President, Secretary and General Counsel |
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EXHIBIT INDEX
Exhibit No. | Description | |
2.1
|
Agreement and Plan of Merger, dated as of January 24, 2010, by and among BioScrip, Inc., Camelot Acquisition Corp., Critical Homecare Solutions Holdings, Inc., Kohlberg Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P., Kohlberg TE Investors V, L.P., KOCO Investors V, L.P., Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Blackstone Mezzanine Partners II L.P., Blackstone Mezzanine Holdings II L.P. and S.A.C. Domestic Capital Funding, Ltd. (incorporated by reference to Exhibit 2.1 to the Form 8-K (SEC Accession No. 0000950123-10-005446) as filed with the SEC on January 27, 2010). | |
4.1
|
Indenture, dated as of March 25, 2010, by and among BioScrip, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee (including Form of 101/4% Senior Note due 2015). | |
4.2
|
Warrant Agreement, dated as of March 25, 2010, by and among BioScrip, Inc., Kohlberg Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P., Kohlberg TE Investors V, L.P., KOCO Investors V, L.P., Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Colleen Lederer, Blackstone Mezzanine Partners II L.P., Blackstone Mezzanine Holdings II L.P. and S.A.C. Domestic Capital Funding, Ltd. | |
10.1
|
Credit Agreement, dated as of March 25, 2010, by and among BioScrip, Inc., as borrower, the subsidiary guarantors party thereto, the lenders party thereto, Jefferies Finance LLC, as lead arranger, as book manager, as administrative agent for the lenders, as collateral agent for the secured parties and as syndication agent, Compass Bank, as a co-documentation agent, GE Capital Corporation, a co-documentation agent, Healthcare Finance Group, LLC, as collateral manager, HFG Healthco-4, LLC, as swingline lender for the lenders, and Healthcare Finance Group, LLC, as issuing bank for the lenders. | |
10.2
|
Security Agreement, dated as of March 25, 2010, by and among BioScrip, Inc., the other guarantors from time to time party thereto, and Jefferies Finance LLC, as collateral agent pursuant to the Credit Agreement. | |
10.3
|
First Amendment, dated as of March 25, 2010, to Prime Vender Agreement, dated as of July 1, 2009, by and among AmerisourceBergen Drug Corporation, Bioscrip, Inc., BioScrip Infusion Services, Inc., Chonimed LLC, Los Feliz Drugs Inc., Bioscrip Pharmacy Inc., Bradhurst Specialty Pharmacy, Inc., Bioscrip Pharmacy (NY), Inc., Bioscrip PMB Services, LLC, Natural Living Inc., Bioscrip Infusion Services, LLC, Bioscrip Nursing Services, LLC, Bioscrip Infusion Management, LLC and Bioscrip Pharmacy Services, Inc. | |
10.4
|
Intercreditor Agreement, dated as of March 25, 2010, by and between Jefferies Finance LLC, as agent for the first priority secured parties, and AmerisourceBergen Drug Corporation. | |
10.5
|
Registration Rights Agreement, dated as of March 25, 2010, by and among BioScrip, Inc., the guarantors party thereto and Jefferies & Company, Inc. | |
99.1
|
Press Release dated March 25, 2010. |
9