0001019687-14-000992.txt : 20140325 0001019687-14-000992.hdr.sgml : 20140325 20140325154712 ACCESSION NUMBER: 0001019687-14-000992 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140321 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140325 DATE AS OF CHANGE: 20140325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RadNet, Inc. CENTRAL INDEX KEY: 0000790526 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 133326724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33307 FILM NUMBER: 14715915 BUSINESS ADDRESS: STREET 1: 1516 COTNER AVE CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3104787808 MAIL ADDRESS: STREET 1: 1516 COTNER AVE CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: PRIMEDEX HEALTH SYSTEMS INC DATE OF NAME CHANGE: 19930518 FORMER COMPANY: FORMER CONFORMED NAME: CCC FRANCHISING CORP DATE OF NAME CHANGE: 19920703 8-K 1 radnet_8k.htm FORM 8-K

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, 2014

 

RADNET, Inc.

(Exact name of registrant as specified in its Charter)

 

Delaware   001-33307   13-3326724
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

1510 Cotner Avenue
Los Angeles, California 90025
(Address of Principal Executive Offices) (Zip Code)

 

(310) 478-7808
(Registrant’s 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 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))

 

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On March 21, 2014, RadNet, Inc., a Delaware corporation (“RadNet”), RadNet Management, Inc., a California corporation (“RadNet Management”), certain subsidiaries of RadNet Management (the “Guarantors”) and U.S. Bank National Association, as Trustee (the “Trustee”), entered into a Supplemental Indenture (the “Supplemental Indenture”) relating to the 10 3/8% Senior Notes due 2018 (the “Notes”) issued pursuant to that certain Indenture, dated as of April 6, 2010 (the “Indenture”), among RadNet, RadNet Management, the Guarantors and the Trustee.

 

The Supplemental Indenture eliminates or modifies certain restrictive covenants (not including the covenant to pay interest and premium, if any, on and principal of, the Notes when due), certain events of default and certain other provisions contained in the Indenture. The Supplemental Indenture became operative when the Notes were accepted for payment and paid for by RadNet Management on March 25, 2014.

 

The description of the Supplemental Indenture contained herein is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.

 

Item 3.03 Material Modification to Rights of Security Holders.

 

The description of the Supplemental Indenture contained under Item 1.01 above is incorporated by reference in its entirety into this Item 3.03.

 

Item 8.01 Other Events.

 

On March 25, 2014, RadNet issued a press release announcing its receipt of the necessary consents pursuant to its previously announced offer to purchase any and all of the Notes through a tender offer and the related solicitation of consents to amend the Indenture and announcing the closing of its previously announced proposed senior debt refinancing transaction.

 

A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K and the press release at Exhibit 99.1 contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements related to the proposed refinancing transaction. These forward-looking statements involve known and unknown risks, uncertainties and other factors discussed in RadNet's filings with the Securities and Exchange Commission (the "SEC"). Any forward-looking statements speak only as of the date of the press release and, except to the extent required by applicable securities laws, RadNet expressly disclaims any obligation to update or revise any of them to reflect actual results, any changes in expectations or any change in events. If RadNet does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements. For additional information concerning risks, uncertainties and other factors that may cause actual results to differ from those anticipated in the forward-looking statements, and risks to RadNet's business in general, please refer to its SEC filings, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as amended.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
4.1   Supplemental Indenture, dated as of March 21, 2014, among RadNet, Inc., RadNet Management, Inc., the Guarantors (as defined therein) and U.S. Bank National Association, as Trustee.
99.1   Press Release, issued by RadNet, Inc. on March 25, 2014

 

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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.

 

Date: March 25, 2014

 RadNet, Inc.
     
  By: /s/ Mark Stolper
  Name: Mark Stolper
  Title: Executive Vice President and
Chief Financial Officer

 

 

 

 

 

 

 

 

3
 

 

 

EXHIBIT INDEX

 

Exhibit

No.

   Description
4.1   Supplemental Indenture, dated as of March 21, 2014, among RadNet, Inc., RadNet Management, Inc., the Guarantors (as defined therein) and U.S. Bank National Association, as Trustee.
     
99.1   Press Release, issued by RadNet, Inc. on March 25, 2014 (this exhibit is furnished and not filed).

 

 

 

4

 EX-4.1 2 radnet_8k-ex0401.htm SUPPLEMENTAL INDENTURE

Exhibit 4.1

 

SUPPLEMENTAL INDENTURE

 

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as March 21, 2014, by and among Radnet Management, Inc., a California corporation (the “Issuer”), RadNet, Inc., a Delaware corporation (“Parent”), the Guarantors (as defined in the Indenture referred to herein), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

 

WITNESSETH

 

WHEREAS, the Issuer, Parent, the Guarantors, and the Trustee are parties to an Indenture, dated as of April 6, 2010 (as amended to the date hereof, the “Indenture”), providing for the issuance of 10 3/8% Senior Notes due 2018 (the “Notes”);

 

WHEREAS, Rutherford Imaging LLC, a New Jersey limited liability company (“Rutherford”), is a Wholly-Owned Domestic Subsidiary (as defined in the Indenture) of the Issuer;

 

WHEREAS, the Indenture provides that a Wholly-Owned Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Wholly-Owned Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations (as defined in the Indenture) under the Notes and the Indenture on the terms and conditions set forth in the Indenture (the “Note Guarantee”);

 

WHEREAS, pursuant to Section 9.02 of the Indenture, with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class may amend the Indenture;

 

WHEREAS, the Issuer has offered to purchase for cash all of the Notes (the “Offer to Purchase”) and has solicited consents (the “Consent Solicitation”) to certain amendments to the Indenture (the “Proposed Amendments”) pursuant to the Issuer’s Offer to Purchase and Consent Solicitation Statement dated March 7, 2014 (the “Offer”);

 

WHEREAS, the Issuer has obtained the written consent to the Proposed Amendments to the Indenture from the Holders of at least a majority in aggregate principal amount of the currently outstanding Notes (the “Requisite Consents”);

 

WHEREAS, pursuant to the Offer, the Holders who have delivered such written consents to the Proposed Amendments have waived any rights to withdraw such consents;

 

WHEREAS, the execution and delivery of this Supplemental Indenture have been duly authorized by the parties hereto, and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with; and

 

WHEREAS, the Issuer has heretofore delivered or is delivering contemporaneously herewith to the Trustee (i) a copy of the resolutions adopted by the pricing committee of the board of directors of the Issuer authorizing the execution of this Supplemental Indenture, (ii) confirmation from D.F. King & Co., Inc., as tender agent for the Solicitation, of the receipt from Holders of the Requisite Consents, and (iii) the Officers’ Certificate and the Opinion of Counsel described in Sections 9.06 and 12.05 of the Indenture.

 

1
 

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parent, the Issuer, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

 

1.             Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

 

2.             Agreement to Guarantee. Rutherford hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.

 

3.             Amendments. This Supplemental Indenture hereby amends the Indenture as provided for below:

 

(a)                Section 4.03 (Reports) of the Indenture is hereby deleted in its entirety;

 

(b)               Section 4.07 (Restricted Payments) of the Indenture is hereby deleted in its entirety;

 

(c)                Section 4.08 (Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries) of the Indenture is hereby deleted in its entirety;

 

(d)               Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock) of the Indenture is hereby deleted in its entirety;

 

(e)                Section 4.10 (Asset Sales) of the Indenture is hereby deleted in its entirety;

 

(f)                Section 4.11 (Transactions with Affiliates) of the Indenture is hereby deleted in its entirety;

 

(g)               Section 4.12 (Liens) of the Indenture is hereby deleted in its entirety;

 

(h)               Section 4.13 (Offer to Repurchase Upon Change of Control) of the Indenture is hereby deleted in its entirety;

 

(i)                 Section 4.14 (Additional Note Guarantees) of the Indenture is hereby deleted in its entirety;

 

(j)                 Section 4.15 (Designation of Restricted and Unrestricted Subsidiaries) of the Indenture is hereby deleted in its entirety;

 

2
 

 

(k)               Clause (a)(4) of Section 5.01 (Merger, Consolidation or Sale of Assets) of the Indenture is hereby deleted in its entirety;

 

(l)                 Clauses (3), (4), (6) and (7) of Section 6.01 (Events of Default) of the Indenture are hereby deleted in their entirety; “

 

(m)             Execution and delivery of the Letter of Transmittal without valid withdrawal thereof and acceptance of payment for the principal amount of Notes tendered in accordance with the terms of the Offer will constitute an express waiver by a Holder with respect to all claims against the Issuer arising under the Indenture or the Notes with respect to such Notes;

 

(n)               All definitions set forth in Section 1.01 of the Indenture that relate to defined terms used solely in sections or provisions deleted by this Supplemental Indenture are hereby deleted in their entirety;

 

(o)               Any and all references in the Indenture to the deleted sections or provisions referred to above are hereby deleted in their entirety; and

 

(p)               Any provision contained in the Notes that relates to any provision of the Indenture as amended hereby shall be deemed amended or deleted so that any such provision contained in the Notes conforms to and is consistent with such provision of the Indenture as amended hereby.

 

The foregoing amendments to the Indenture reflected in this Section 3 are effective as of the date hereof and shall become operative on the date (to the extent such date is after the date hereof) on which the Issuer shall have paid for all Notes validly tendered and not withdrawn by Holders who have delivered the Required Consents on or prior to the Consent Payment Deadline (as defined in the Offer), in accordance with the terms of the Offer.

 

4.             No Recourse Against Others. No director, officer, employee, stockholder, general or limited partner or incorporator of Parent, the Issuer or any Guarantor, as such, shall have any liability for any obligations of Parent, the Issuer or the Guarantors under the Notes, this Indenture, the Note Guarantees or the note documents or for any claim based on, in respect of, or by reason of, such obligations or their creation.

 

5.             NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

6.             Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

 

7.             Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

 

3
 

 

8.             The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by Parent, the Guarantors and the Issuer.

 

9.             This Supplemental Indenture is a Supplement to the Indenture. This Supplemental Indenture is executed as and shall constitute an indenture supplemental to the Indenture and shall be construed in connection with and as part of the Indenture. Subject to Sections 9.03 and 12.01 of the Indenture, in the case of conflict between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.

 

10.            References to this Supplemental Indenture. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Supplemental Indenture may refer to the Indenture without making specific reference to this Supplemental Indenture, but nevertheless all such references shall include this Supplemental Indenture unless the context otherwise requires.

 

11.            Effect of this Supplemental Indenture. The Indenture shall be deemed to be modified as herein provided, but except as modified hereby, the Indenture shall continue in full force and effect. The Indenture as modified hereby shall be read, taken, and construed as one and the same instrument.

 

12.            Severability. In the event that any provisions of this Supplemental Indenture shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

13.            Effectiveness. This Supplemental Indenture shall be effective and binding immediately upon its execution by the Issuer, the Guarantors and the Trustee.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



[signature page follows]

 

4
 

 

IN WITNESS WHEREOF, the undersigned have executed this Supplemental Indenture as of the date first set forth above.

 

  ISSUER:
   
  RADNET MANAGEMENT, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President

 

  PARENT:
   
  RADNET, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Executive Officer

 

  GUARANTORS:
   
  RADNET MANAGED IMAGING SERVICES, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President, Chief Financial Officer and Secretary

 

  RADNET MANAGEMENT I, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  RADNET MANAGEMENT II, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  RADNET SUB, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE]

5
 

 

  FRI II, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  FRI, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  PACIFIC IMAGING PARTNERS, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  ROLLING OAKS IMAGING CORPORATION
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  ROLLING OAKS RADIOLOGY, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  SOCAL MR SITE MANAGEMENT, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  VALLEY IMAGING PARTNERS, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  ADVANCED IMAGING PARTNERS, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE]

6
 

 

  ADVANCED NA, LLC
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  COMMUNITY IMAGING PARTNERS, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  DELAWARE IMAGING PARTNERS, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  DIAGNOSTIC IMAGING SERVICES, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: Vice President and Chief Financial Officer

 

  IDE IMAGING PARTNERS, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  IMAGE MEDICAL CORPORATION
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  MID ROCKLAND IMAGING PARTNERS, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  RADIOLOGIX, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE]

7
 

 

  RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  TREASURE COAST IMAGING PARTNERS, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  RAVEN HOLDINGS U.S., INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Treasurer

 

  AMERICAN RADIOLOGY SERVICES OF DELAWARE, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Treasurer

 

  AMERICAN RADIOLOGY SERVICES LLC
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Treasurer

 

  HEALTHCARE RHODE ISLAND LLC
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Treasurer

 

  RADIOLOGY ALLIANCE DELIVERY SYSTEM, LLC
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Treasurer

 

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE]

8
 

 

  QUESTAR IMAGING, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  QUESTAR VICTORVILLE, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  ADVANCED RADIOLOGY, LLC
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  EAST BERGEN IMAGING, LLC
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  HEALTH DIAGNOSTICS OF NEW JERSEY, LLC
  By:  NEW JERSEY IMAGING PARTNERS, INC., its sole member
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  NEW JERSEY IMAGING PARTNERS, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  PROGRESSIVE MEDICAL IMAGING OF BLOOMFIELD, LLC
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE]

9
 

 

  PROGRESSIVE MEDICAL IMAGING OF HACKENSACK, LLC
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  PROGRESSIVE MEDICAL IMAGING OF UNION CITY, LLC
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  PROGRESSIVE X-RAY OF ENGLEWOOD, LLC
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  PROGRESSIVE X-RAY OF KEARNEY, LLC
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  RUTHERFORD IMAGING LLC
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President

 

  IMAGING ON CALL, LLC
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

  ERAD, INC.
   
  By:  /s/ Howard G. Berger, M.D.
    Name: Howard G. Berger, M.D.
Title: President and Chief Financial Officer

 

 

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE]

10
 

 

  TRUSTEE:
   
  U.S. BANK NATIONAL ASSOCIATION
   
  By:  /s/ Georgina Thomas
    Name: Georgina Thomas
Title: Assistant Vice President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE]

11

 

 EX-99.1 3 radnet_ex9901.htm PRESS RELEASE

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

RadNet Announces Completion of its Previously Announced Senior Debt Refinancing and Receipt of Required Consents for its Previously Announced Tender Offer and Consent Solicitation for its 10 3/8% Senior Notes due 2018

 

·Refinancing reduces cash interest expense by approximately $5.1 million per year

 

·Maturities on junior most debt capital lengthened to 2021

 

·Amendment to first lien term loan to result in increased financial and operational flexibility

 

LOS ANGELES, March 25, 2014 (GLOBE NEWSWIRE) -- RadNet, Inc. (Nasdaq: RDNT) (the “Company”), a national leader in providing high-quality, cost-effective, fixed-site outpatient diagnostic imaging services through a network of 250 owned and/or operated outpatient imaging centers, today announced that the Company has completed its previously announced proposed amendment of its existing senior secured first lien credit facility and has entered into a new senior secured second lien term loan facility.

 

The Company has amended its existing Credit and Guaranty Agreement (as amended, the “First Lien Credit Agreement”), by and among the Company, its wholly-owned subsidiary, RadNet Management, Inc., a California corporation (“RadNet Management”), as the borrower, certain subsidiaries and affiliates of RadNet Management, the lenders party thereto from time to time, and Barclays Bank PLC (“Barclays”), as administrative agent and collateral agent, to provide for, among other things, the borrowing by RadNet Management of $30.0 million of new first lien term loans.

 

In addition, the Company has entered into a Second Lien Credit and Guaranty Agreement (the “Second Lien Credit Agreement”), by and among the Company, RadNet Management, as the borrower, certain subsidiaries and affiliates of RadNet Management, the lenders party thereto from time to time, and Barclays, as administrative agent and as collateral agent, pursuant to which RadNet Management has borrowed $180.0 million of new second lien term loans.

 

RadNet Management has the option of paying interest on the new term loans under the Second Lien Credit Agreement at either (a) the adjusted LIBOR rate plus 7.0% or (b) the base rate plus 6.0%. The interest rates payable on the new term loans under the First Lien Credit Agreement are the same as the rates currently payable under the First Lien Credit Agreement, which are (a) the adjusted LIBOR rate plus 3.25% or (b) the base rate plus 2.25%. The adjusted LIBOR rate has a minimum floor of 1.0% on both the first lien term loans and the second lien term loans. In addition, RadNet Management has paid certain customary fees in connection with obtaining this financing.

 

The obligations of RadNet Management under the First Lien Credit Agreement and the Second Lien Credit Agreement are guaranteed by the Company, all of RadNet Management’s current and future wholly-owned domestic subsidiaries and certain of its affiliates. The obligations are secured by substantially all of the assets of RadNet Management, the Company and such subsidiaries and affiliates and by a pledge of the equity capital of RadNet Management and such subsidiaries.

 

After giving effect to this new senior debt financing, RadNet Management has approximately $415.3 million of senior secured first lien term loans outstanding under the First Lien Credit Agreement and $180.0 million of senior secured second lien term loans outstanding under the Second Lien Credit Agreement. In addition, the Company has access to a $101.3 million first lien revolving loan facility, which as of December 31, 2013 was undrawn.

 

 

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Proceeds from the new first lien term loans and second lien term loans will be used in part to finance the payment of total consideration payable to holders of RadNet Management’s $200.0 million in aggregate principal amount of 10 3/8% Senior Notes due 2018 (the “Notes”) in connection with its previously announced offer to purchase any and all of its Notes through a tender offer (the “Tender Offer”) and the related solicitation of consents to amend the indenture governing the Notes (the “Consent Solicitation”), and any related fees and expenses, in connection with the Tender Offer and Consent Solicitation. In addition, proceeds will also be used to pay fees and expenses related to the transaction and for general corporate purposes.

 

Dr. Howard Berger, President and Chief Executive Officer of RadNet, Inc. noted, “We are very pleased to announce the completion of our refinancing transaction. We have successfully replaced our senior unsecured notes with a second lien term loan and additional borrowings under our existing credit facility, resulting in lower cash interest obligations of approximately $5.1 million per year. Additionally, the refinancing provides us with more operating flexibility and lengthens the maturity of our most junior debt capital.”

 

“With our first lien term loan due in 2018 and our new second lien term loan due in 2021, we face no near-term maturities. This allows our management time and attention to be dedicated to operating our business and driving strategic initiatives,” added Dr. Berger.

 

On March 20, 2014 RadNet Management received the required consents to amend the indenture governing its Notes in connection with the Tender Offer and the Consent Solicitation. The terms and conditions of the Tender Offer and Consent Solicitation are described in the Company's Offer to Purchase and Consent Solicitation Statement, dated March 7, 2014 (the “Offer to Purchase”).

 

The deadline for the Consent Solicitation expired at 5:00 p.m., New York City time, on March 20, 2014 (the “Consent Payment Deadline”). At the Consent Payment Deadline, $193,464,000 aggregate principal amount of the Notes, representing 96.73% of the outstanding Notes, had been validly tendered and not withdrawn. As a result of the percentage of outstanding Notes tendered by the Consent Payment Deadline, the required consents were received with respect to the Consent Solicitation and the Company, RadNet Management, the subsidiaries of RadNet Management that are guarantors, and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”) entered into a supplemental indenture on March 21, 2014 which eliminated or modified certain restrictive covenants (not including the covenant to pay interest and premium, if any, on and principal of, the Notes when due), and eliminated or modified certain events of default and certain other provisions contained in the indenture governing the Notes (the “Supplemental Indenture”). The Supplemental Indenture was entered into on March 21, 2014 and became operative on March 25, 2014 once the Notes tendered prior to the Consent Payment Deadline were accepted for payment and paid for by RadNet Management.

 

The total consideration for each $1,000 principal amount of Notes validly tendered and not withdrawn at or prior to the Consent Payment Deadline and accepted for purchase was $1,056.88 (the “Total Consideration”), which amount included a consent payment (the “Consent Payment”) of $30.00 per $1,000 principal amount of Notes. Holders who did not validly tender their Notes on or prior to the Consent Payment Deadline and who tender their Notes on or prior to 11:59 p.m., New York City time, on April 3, 2014, unless extended or earlier terminated (the “Expiration Date”), will be eligible to receive an amount in cash equal to $1,026.88 per $1,000 principal amount of Notes tendered which is the Total Consideration less the $30.00 Consent Payment. Settlement for all Notes validly tendered after the Consent Payment Deadline, but on or prior to the Expiration Date, is expected to occur on April 4, 2014. In addition, all Notes accepted for payment will be entitled to receive accrued and unpaid interest in respect of such Notes from the last interest payment date prior to the applicable settlement date to, but not including, the applicable settlement date.

 

RadNet Management issued an irrevocable redemption notice today in order to call for redemption all Notes not tendered prior to the Expiration Date. This redemption will occur on April 24, 2014, at which time there will no longer be any Notes outstanding.

 

Questions regarding the tender offer and consent solicitation should be directed to Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect). Requests for documentation should be directed to D.F. King & Co., Inc. at (800) 578-5378 (toll-free) or (212) 269-5550 (banks and brokers).

 

 

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This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the Notes, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any security. The tender offer and consent solicitation is made only by means of the Offer to Purchase and the related letter of transmittal. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

 

About RadNet, Inc.

 

RadNet, Inc. is the leading national provider of freestanding, fixed-site diagnostic imaging services in the United States based on the number of locations and annual imaging revenue. RadNet has a network of 250 owned and/or operated outpatient imaging centers. RadNet's core markets include California, Maryland, Delaware, New Jersey, New York and Rhode Island. Together with affiliated radiologists, and inclusive of full-time and per diem employees and technicians, RadNet has a total of approximately 6,300 employees. For more information, visit http://www.radnet.com.

 

"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements related to the new senior secured credit facilities proposal. These forward-looking statements involve known and unknown risks, uncertainties and other factors discussed in RadNet, Inc.'s filings with the Securities and Exchange Commission (the "SEC"). Any forward-looking statements speak only as of the date of this press release and, except to the extent required by applicable securities laws, RadNet, Inc. expressly disclaims any obligation to update or revise any of them to reflect actual results, any changes in expectations or any change in events. If RadNet, Inc. does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements. For additional information concerning risks, uncertainties and other factors that may cause actual results to differ from those anticipated in the forward-looking statements, and risks to RadNet, Inc.'s business in general, please refer to its SEC filings, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as amended, and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.

 

Contact:

 

RadNet, Inc.
Mark Stolper, 310-445-2800
Executive Vice President and Chief Financial Officer

 

 

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