Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE ISSUED BY THE COMPANY ON MARCH 21, 2012 - UNITED SURGICAL PARTNERS INTERNATIONAL INC | d320359dex991.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 21, 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 7.01 | Regulation FD Disclosure |
Pricing of 9.000% Senior Notes Due 2020
On March 21, 2012, USPI Finance Corp. (“USPI Finance”), an affiliate of United Surgical Partners International, Inc. (the “Company”), announced that it priced $440 million aggregate principal amount of 9.000% senior unsecured notes due 2020 (the “New Notes”) at a price of 100.00% of the par value in connection with the previously disclosed potential refinancing of the Company’s existing indebtedness. USPI Finance is a limited purpose corporation and will be merged with and into the Company, with the Company continuing as the surviving corporation that will assume the obligations of USPI Finance under the New Notes and the related indenture by operation of law, following the consummation of the previously announced refinancing of certain of the Company’s indebtedness. A copy of the press release announcing the pricing of the New Notes 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, as amended (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, as amended (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 21, 2012 announcing the pricing of the senior notes due 2020. | |
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 21, 2012 |
||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release issued by the Company on March 21, 2012 announcing the pricing of the senior notes due 2020. | |