UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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| Item 7.01. | Regulation FD Disclosure. |
AMN Healthcare Services, Inc. (the “Company”) and AMN Healthcare, Inc., a wholly owned subsidiary of the Company (the “Borrower”) intend to enter into an amendment (the “Fifth Amendment”) to the existing Credit Agreement (as amended, the “Credit Agreement”), dated as of February 9, 2018, by and among the Company, the Borrower, certain subsidiaries of the Company as guarantors, the several lenders party thereto from time to time (the “Lenders”) and Truist Bank, as administrative agent. Pursuant to the Fifth Amendment, the Company’s existing secured revolving credit facility will be amended to (i) mature in October 2030 (from February 2028), (ii) reduce the size of the facility from $750.0 million to $450.0 million, (iii) remove the ten basis point credit spread adjustment with respect to the Adjusted Term SOFR Adjustment (as defined in the Credit Agreement), (iv) revise the Consolidated Net Leverage Ratio (as calculated in accordance with the Credit Agreement) to be no greater than 5.25 to 1.00, and (v) with respect to interest rate calculations, add a new pricing tier for Net Leverage Ratio >=4.25x of 2.00% for SOFR loans, 1.00% for Base Rate Loans, 2.00% for Letter of Credit Fee and 0.35% for the Unused Fee (each as defined in the Credit Agreement). The payment and interest terms and covenants under the Existing Credit Agreement will otherwise remain unchanged. The Administrative Agent has informed the Borrower that it has received sufficient consents from its lenders to enter into the Fifth Amendment, subject to the execution of final documentation, which is expected to occur in the fourth quarter of 2025.
The information in this Item 2.02 and Exhibit 99.1 attached 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent as shall be expressly set forth by specific reference in such filing.
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.
| AMN Healthcare Services, Inc. | |||
Date: September 22, 2025 |
By: | /s/ Brian Scott | |
| Name: | Brian Scott |
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| Title: | Chief Financial Officer | ||