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EX-99.1 - EX-99.1 - INSIGHT HEALTH SERVICES HOLDINGS CORP | a58128exv99w1.htm |
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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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 10, 2010
InSight Health Services Holdings Corp.
(Exact name of registrant as specified in its charter)
Delaware | 333-75984-12 | 04-3570028 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
of incorporation) | Identification No.) |
26250 Enterprise Court, Suite 100, Lake Forest, CA 92630
(Address of principal executive offices) (Zip Code)
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (949) 282-6000
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))
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Item 1.03 Bankruptcy or Receivership.
On December 10, 2010, InSight Health Services Holding Corp. (the Company) and certain of its
subsidiaries (the Debtors) filed voluntary petitions in the U.S. Bankruptcy Court, Southern
District of New York (the Bankruptcy Court) seeking reorganization relief under the provisions of
Chapter 11 of the Bankruptcy Code. The cases will be jointly administered under Case No. 10-16564
(AJG) (collectively, the Cases).
The Debtors continue to operate their business as debtors-in-possession under the jurisdiction
of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and
the orders of the Bankruptcy Court.
A copy of the press release dated December 12, 2010 announcing the bankruptcy filing is
attached as Exhibit 99.1 and is incorporated herein by reference.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement.
The filing of the Cases created an event of default under each of the Companys debt
instruments listed below:
Revolving Credit Facility. Under the Companys Second Amended and Restated Loan and Security
Agreement dated August 1, 2007, as amended by that certain First Amendment to Second Amended and
Restated Loan and Security Agreement dated September 20, 2010, as further amended by letter
agreement dated December 1, 2010 (as so amended, the Existing Credit Facility), the outstanding
principal of all loans, accrued interest thereon and other obligations of the Company under the
Existing Credit Facility became immediately due and payable without any action on the part of the
administrative agent or the lenders thereunder upon filing of the Cases. There are currently no
borrowings outstanding under the Existing Credit Facility; however, there are letters of credit of
approximately $1.6 million outstanding under the Existing Credit Facility.
Senior Secured Floating Rate Notes due 2011. Under the terms of the senior secured floating
rate notes due 2011 (the Notes), the entire principal amount of the Notes outstanding plus
accrued but unpaid interest became immediately due and payable without any action on the part of
the trustee or the note holders as a result of the filing of the Cases. The current principal
amount outstanding under the Notes is approximately $293.5 million.
The Debtors believe the ability of the creditors of the Debtors to seek remedies to enforce
their rights under the debt instruments described above is stayed as a result of the filing of the
Cases, and the creditors rights of enforcement are subject to the applicable provisions of the
Bankruptcy Code.
Item 7.01 Regulation FD Disclosure
Additional information about the Debtors Chapter 11 filing is available on the Internet at
www.bmcgroup.com/insight including Court filings and claims information. Certain non-public
information is contained in the disclosure statement filed in support
of the Debtors prepackaged plan of reorganization. The
disclosure statement and the Debtors prepackaged plan of
reorganization are available on the Internet at
www.bmcgroup.com/insight.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 | Press Release dated December 12, 2010. |
The new securities to be issued pursuant to any plan of reorganization have not been registered
under the Securities Act of 1933, as amended (the Securities Act), or any state securities laws.
Therefore, any such new securities may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of the Securities Act
and any applicable state securities laws.
This report does not constitute a solicitation of consents to or votes to accept any chapter 11
plan or an offer to purchase any securities or a solicitation of an offer to sell any securities.
Any solicitation or offer will be made pursuant to a disclosure statement and applicable law.
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Safe Harbor and Forward Looking Information
Certain statements in this report are forward-looking statements. They reflect the Companys
current views with respect to current events and financial performance, are subject to many risks,
uncertainties and factors relating to the Companys operations and business environment which may
cause the Companys actual results to be materially different from any future results, express or
implied by such forward-looking statements. The Company intends that such forward-looking
statements be subject to the Safe Harbor created by Section 27(a) of the Securities Act of 1933 and
Section 21E of the Securities and Exchange Act of 1934. The words and phrases expect, estimate,
and anticipate and similar expressions identify forward-looking statements. Certain factors that
could cause actual results to differ materially from these forward-looking statements include, but
are not limited to, the following: (i) the outcome of any bankruptcy proceedings, including whether
or not the proposed plan is ultimately approved by the bankruptcy court and the final terms
thereof; (ii) the potential adverse impact of any chapter 11 bankruptcy filing on the Companys
business, financial condition or results of operations; (iii) the Companys ability to obtain court
approval with respect to motions in the chapter 11 proceedings prosecuted from time to time and to
develop, prosecute and confirm and consummate any plan of reorganization with respect to the
chapter 11 proceedings and to consummate all of the transactions contemplated by any such plan of
reorganization or upon which consummation of such plan may be conditioned; (iv) the occurrence of
any event, change or other circumstance that could give rise to the termination of the
restructuring support agreement that the Company has entered into with certain of its noteholders;
(v) the Companys ability to successfully implement its core market strategy; (vi) overcapacity and
competition in the Companys markets; (vii) reductions, limitations and delays in reimbursement by
third-party payors; (viii) contract renewals and financial stability of customers; (ix) changes in
the nature of commercial health care insurance arrangements, so that individuals bear greater
financial responsibility through high deductible plans, co-insurance and co-payments; (x)
conditions within the healthcare environment; (xi) the potential for rapid and significant changes
in technology and their effect on the Companys operations; (xii) operating, legal, governmental
and regulatory risks; (xiii) conditions within the capital markets, including liquidity and
interest rates and (xiv) economic (including financial and employment market conditions), political
and competitive forces affecting the Companys business, and the countrys economic condition as
whole.
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SIGNATURE
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 thereunto duly authorized.
INSIGHT HEALTH SERVICES HOLDINGS CORP. |
||||
Date: December 14, 2010 | By: | /s/ Louis E. Hallman, III | ||
Louis E. Hallman, III | ||||
President and Chief Executive Officer |
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