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EX-99.1 - PRESS RELEASE REGARDING RESULTS OF OPERATIONS - UNITED SURGICAL PARTNERS INTERNATIONAL INCd309975dex991.htm
EX-99.2 - PRESS RELEASE REGARDING PROPOSED REFINANCING AND PROPOSED SPIN-OUT - UNITED SURGICAL PARTNERS INTERNATIONAL INCd309975dex992.htm

 

 

UNITED STATES

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 1, 2012

 

 

UNITED SURGICAL PARTNERS INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   333-144337   75-2749762

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

15305 Dallas Parkway

Suite 1600

Addison, Texas

  75001

(Address of principal

executive offices)

  (Zip code)

Registrant’s telephone number, including area code: (972) 713-3500

Not Applicable

(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 (see General Instruction A.2. below):

 

¨ 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))

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On March 1, 2012, United Surgical Partners International, Inc. (“USPI” or “the Company”) issued a press release regarding its results of operations for the quarter and year ended December 31, 2011. A copy of the press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2. of Form 8-K, the information furnished in this report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 7.01 Regulation FD Disclosure

On March 1, 2012, the Company also issued a press release to announce its intention to pursue a refinancing of its outstanding senior secured credit facility and senior subordinated notes. Concurrent with the proposed refinancing, USPI plans to declare a special stock dividend to the shareholders of its United Kingdom (“U.K.”) subsidiaries to separate its domestic and U.K. businesses. If the spin-out of the U.K. subsidiaries is consummated, the U.K. business will be a stand-alone company and USPI will have no further economic interest in the business operated in the U.K other than certain amounts due to USPI pursuant to a transition services agreement. A copy of the press release is attached hereto as Exhibit 99.2.

In accordance with General Instruction B.2. of Form 8-K, the information furnished in this report on Form 8-K, including Exhibit 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

  99.1 Press Release issued by the Company on March 1, 2012 regarding its results of operations for the quarter and year ended December 31, 2011.

 

  99.2 Press Release issued by the Company on March 1, 2012 regarding its proposed refinancing and proposed spin-out of its U.K. subsidiaries.


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.

 

UNITED SURGICAL PARTNERS

INTERNATIONAL, INC.

By:  

/s/ Mark A. Kopser

  Mark A. Kopser
  Executive Vice President and
  Chief Financial Officer
 

(Principal Financial Officer and duly

authorized

 

to sign this report on behalf of the

Registrant)

Date: March 1, 2012


EXHIBIT INDEX

 

Exhibit
Number
   Description
99.1    Press Release issued by the Company on March 1, 2012 regarding its results of operations for the quarter and year ended December 31, 2011.
99.2    Press Release issued by the Company on March 1, 2012 regarding its proposed refinancing and proposed spin-out of its U.K. subsidiaries.