SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
June 28, 2010
REPORT (DATE OF EARLIEST EVENT REPORTED)
Commission File No. 001-31299
MEDICAL STAFFING NETWORK HOLDINGS, INC.
(Exact Name Of Company As Specified In Its Charter)
(State Or Other Jurisdiction Of
Incorporation Or Organization)
901 Yamato Road, Suite 110
Boca Raton, Florida 33431
(Address Of Principal Executive Offices)
(Companys Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the
||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)) |
||Entry Into a Material Definitive Agreement |
On June 28, 2010, Medical Staffing Network Holdings, Inc. (the Company) and all of its wholly-owned subsidiaries,
including Medical Staffing Network, Inc. and Medical Staffing Holdings, LLC, entered into a Third Amendment to Forbearance Agreement (the Amendment) with General Electric Capital Corporation (GECC), as administrative agent,
and with the required percentage of the first lien lenders under the Companys Amended and Restated Credit Agreement dated March 12, 2009 (the First Lien Credit Agreement). Under the Amendment, GECC, as agent, and the first
lien lenders have agreed to forbear from exercising default related rights and remedies with respect to the first lien debt until July 2, 2010, unless a Forbearance Default, as defined in the Second Forbearance Agreement, Limited
Waiver and Amendment to Amended and Restated Credit Agreement entered into between the above-named parties effective as of April 7, 2010 occurs prior to that date.
The Amendment also increases from $7 million to $9 million (at any one time outstanding) the amount that GECC may make available to the
Company for additional revolving loans if the Company needs liquidity assistance to meet its obligations as they come due (based on a cash flow schedule approved between the Company, GECC, as agent, and the first lien lenders).
The Company continues to have discussions with its lenders about the restructuring contemplated by the Restructuring Support Agreement
(the RSA) among the Company and its subsidiaries, GECC, as administrative agent, all of the first lien lenders under the First Lien Credit Agreement and more than 90% of the second lien lenders under the Companys Amended and
Restated Second Lien Credit Agreement, dated March 12, 2009. In that regard, it is currently anticipated that the definitive terms of the restructuring will be more completely documented in a proposed Asset Purchase Agreement (the
APA) and in a definitive credit agreement providing for a $15 million debtor-in-possession credit facility to be provided by GECC and the first lien lenders (the DIP Facility), which definitive agreements are expected to be
entered into between the effective date of the RSA and the date on which the Company files its voluntary petition under Chapter 11 (currently expected to be filed on July 2, 2010).
As previously disclosed, the RSA provides a number of grounds on which the RSA may be terminated, in which event GECC and the first lien
lenders and second lien lenders will no longer be obligated to support the restructuring of the Companys indebtedness, to provide the DIP Facility, or to proceed with the acquisition transaction. Further, the sale of the Companys assets
and business to the first lien lenders pursuant to the APA and the terms of the DIP Facility will be subject to approval by the Bankruptcy Court. As a result, while the Company expects the restructuring to be completed in accordance with the terms
of the RSA, there can be no assurance that the definitive agreements referred to above will be entered into or that the restructuring will be successfully completed.
exhibits are filed as a part of this Current Report on Form 8-K:
Exhibit 10.1 Third Amendment to
Forbearance Agreement, dated June 28, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|Medical Staffing Network Holdings, Inc.|
|| /s/ Kevin S. Little|
Kevin S. Little
President and Chief Financial Officer
Dated: June 28, 2010
||Third Amendment to Forbearance Agreement, dated June 28, 2010|