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)
September 2, 2010 (September 1, 2010)

AMERICAN HOMEPATIENT, INC.

(Exact name of registrant as specified in its charter)

Nevada	0-19532	27-2457306
(State or other jurisdiction of incorporation)	(Commission File Number)	(Employer Identification Number)

5200 Maryland Way, Suite 400, Brentwood, TN 37027-5018
(Address of principal executive offices)

(615) 221-8884
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ     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 September 2, 2010, American HomePatient, Inc. (the “Company”) entered into a First Lien Credit Agreement and Second Lien Credit Agreement (collectively, the “Credit Agreements”), each with General Electric Capital Corporation (“GECC”) as lender and agent, and certain other lenders, including certain affiliates of Highland Capital Management, L.P. (“Highland”). Pursuant to the terms of that certain Restructuring Support Agreement entered into April 27, 2010 between the Company and its senior lenders (the “Restructuring Support Agreement”), Highland and the Company’s other senior lenders agreed to restructure the Company’s outstanding senior debt, which had matured in August of 2009, subject to a number of conditions, including, among others, the successful completion of a self-tender offer. The Company, Highland, GECC and the Company’s other senior lenders entered into the Credit Agreements to effect the restructuring of the Company’s senior debt upon the successful closing of the self-tender offer as contemplated by the Restructuring Support Agreement.

     The Company’s senior debt has been restructured into a first lien $95.5 million term loan (the “First Lien Loan”) and a second lien $120.7 million term loan (the “Second Lien Loan”), each with a maturity date of September 2, 2014, and each with variable interest as provided in the applicable Credit Agreement. The First Lien Loan bears interest at a rate equal to (x) in the case of LIBOR Rate Loans, LIBOR (subject to a 2.80% floor) plus 4.00% and (y) in the case of Base Rate Loans, Base Rate (subject to a 3.80% floor) plus 3.00%. The Second Lien Loan bears interest at a rate equal to (x) in the case of LIBOR Rate Loans, LIBOR plus 7.00%, and (y) in the case of Base Rate Loans, Base Rate plus 6.00%. LIBOR and Base Rate are determined on customary bases. Under certain circumstances, the Company may pay a portion of the interest on the Second Lien Loan in-kind. Obligations of the Company under the Credit Agreements are guaranteed by substantially all of the Company’s existing and future direct and indirect United States subsidiaries, with certain customary or agreed-upon exceptions. The guarantors have pledged certain of their assets as security for their obligations. The Second Lien Loan ranks junior in priority to the First Lien Loan, pursuant to the terms of a customary intercreditor agreement.

     The Credit Agreements require the Company to comply with customary affirmative, negative and financial covenants. The Credit Agreements require that the Company maintain a minimum interest coverage ratio and a maximum total debt to adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) ratio, or leverage ratio. The Credit Agreements also limit the amount of capital expenditures the Company can make for any fiscal year, pursuant to calculations set forth in the Credit Agreements.

     The Credit Agreements contain customary events of default, including but not limited to nonpayment; material inaccuracy of representations and warranties; violations of covenants and other provisions of the Credit Agreements; certain bankruptcies and liquidations; certain cross-defaults to material indebtedness; certain material judgments; certain events related to certain pledges of the assets of the Company and those of certain of its subsidiaries, as security for the obligations under the Credit Agreements; and certain changes of ownership.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     (a) Henry T. Blackstock and William C. O’Neil have each resigned their positions as directors of the Company’s Board of Directors effective September 1, 2010. These resignations were tendered at the Company’s request which was required pursuant to the terms of the Restructuring Support Agreement, and such resignations were not the result of any disagreement between any such director and the Company. A copy of the resignation letter of each of the foregoing is attached hereto as Exhibit 17.1 and 17.2, respectively.

     Mr. Blackstock and Mr. O’Neil each served on the Company’s Nominating and Corporate Governance, Audit and Compensation Committees prior to their resignation.

Item 8.01. Other Events

     The Company’s self-tender offer (the “Offer”) expired at 5:00 P.M. New York City time, Wednesday, September 1, 2010. The Company has been advised that, pursuant to the terms of the Offer, 6,917,314 Shares were tendered and not withdrawn prior to the expiration of the Offer. The Company has accepted for purchase all of the shares of the Company’s common stock (the “Shares”) validly tendered and not withdrawn prior to the expiration of the Offer at a purchase price of $0.67 cents per Share. The aggregate consideration for the accepted Shares of approximately $4,634,600.38 will be delivered promptly by Computershare, the depositary for the Offer, to the tendering shareholders on a pro rata basis. After the purchase of the accepted Shares, 10,746,075 Shares remain outstanding. The full text of the Company’s press release, dated September 2, 2010, announcing the expiration and the results of the Offer is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

Number            Exhibit

17.1	Resignation Letter of Henry T. Blackstock from the Board of Directors dated September 1, 2010.
17.2	Resignation Letter of William C. O’Neil, Jr. from the Board of Directors dated September 1, 2010.
99.1	Press Release dated September 2, 2010.

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 thereunto duly authorized.

AMERICAN HOMEPATIENT, INC.
By:	/s/ Stephen L. Clanton
	Name:	Stephen L. Clanton
	Title:	Executive Vice President and Chief Financial Officer

Date: September 2, 2010

EX-17.1

Exhibit 17.1

September 1, 2010

Board of Directors
American HomePatient, Inc.

Gentlemen:

     I hereby resign from my position as a member of the Board of Directors of American HomePatient, Inc., a Nevada corporation, effective upon your acceptance thereof.

Respectfully submitted,
 

/s/ Henry T. Blackstock  

Henry T. Blackstock 

EX-17.2

Exhibit 17.2

September 1, 2010

Board of Directors
American HomePatient, Inc.

Gentlemen:

     I hereby resign from my position as a member of the Board of Directors of American HomePatient, Inc., a Nevada corporation, effective upon your acceptance thereof.

Respectfully submitted,
 

/s/ William C. O’Neil, Jr.  

William C. O’Neil, Jr. 

EX-99.1

Exhibit 99.1

News Release

Contact: Joseph F. Furlong
President and CEO
(615) 221-8884 or Stephen L. Clanton
Executive VP & CFO
(615) 221-8884
Primary Contact

     For Immediate Release

AMERICAN HOMEPATIENT ANNOUNCES SUCCESSFUL RESULTS OF
SELF-TENDER OFFER AND DEBT RESTRUCTURING

BRENTWOOD, Tenn. (September 2, 2010) — American HomePatient, Inc. (OTCBB: AHOM) (“American HomePatient” or the “Company”), one of the nation’s largest home health care providers, today announced that 6,917,314 shares of the Company (the “Shares”) have been tendered pursuant to the self-tender offer made by the Company on July 7, 2010 for all outstanding shares of common stock of the Company at $0.67 per share (the “Offer”). The Company has accepted the Shares for payment. The Shares, when added to shares owned by Highland Capital Management, L.P. and its affiliates (“Highland”), represent 87% of the outstanding shares of the Company. Highland is the largest holder of the Company’s senior debt and held approximately 48% of the Company’s outstanding shares prior to the Offer.

The Company will promptly pay for the accepted Shares validly tendered in the Offer and not withdrawn by providing its depositary, Computershare, with sufficient funds for transmittal to tendering Shareholders. The depositary will act as the agent of persons who have tendered Shares in the Offer for the purposes of receiving payment from the Company and transmitting payment to such persons, and receipt of payment by the depositary will be deemed to constitute receipt of payment by persons tendering Shares.

Simultaneously with the acceptance of the Shares for payment, the Company completed the restructuring of its senior debt, which had matured on August 1, 2009, into two four-year secured term loans. The successful completion of the Offer and the debt restructuring are each steps in a series of transactions that are expected to result in the Company becoming 100% owned by Highland.

With 78.5% of the outstanding shares now owned by Highland, the Company intends to call a special shareholders meeting as soon as reasonably practicable at which Highland intends to vote its shares in favor of a merger which would cause all remaining shareholders of the Company other than Highland to have their shares of the Company exchanged for $0.67 per share.

Joseph F. Furlong, President and Chief Executive Officer of the Company, stated “This is an important day for American HomePatient and all of our stakeholders. We believe this transaction provides fair value to our shareholders and resolves the uncertainty caused by the maturing of our senior debt over a year ago. Our Company and its constituents will all benefit from this more stable financial environment as we continue to provide critical services to our patients. At this time, I would like to especially thank our employees for their hard work and dedication and our vendors for their support during the extended time needed to resolve our debt maturity issue.”

For more information on the take up and payment of tendered Shares, American HomePatient shareholders are encouraged to contact Computershare at 800-546-5141.

American HomePatient, a Nevada corporation, is one of the nation’s largest home health care providers with operations in 33 states. Its product and service offerings include respiratory services, infusion therapy, parenteral and enteral nutrition, and medical equipment for patients in their home.

This communication may be deemed to be solicitation material regarding the merger described herein. In connection with the merger, American HomePatient, Inc. intends to file relevant materials with the SEC, including a proxy statement on Schedule 14A.

STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders will be able to obtain the proxy statement and other relevant documents free of charge at the SEC’s web site, www.sec.gov, and will receive information at an appropriate time on how to obtain transaction-related documents for free from American HomePatient Inc. Such documents are not currently available.

Certain statements made in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which the Company is unable to predict or control, that may cause the Company’s actual results or performance to materially differ from any future results or performance expressed or implied by such forward-looking statements. These statements involve risks and uncertainties, including, without limitation, risks and uncertainties regarding the ability to complete the restructuring plan and the effect of not completing the restructuring plan, the effect of the restructuring plan on the Company’s financial position, current and future reimbursement rates, and reimbursement reductions and the Company’s ability to mitigate the impact of the reductions. These risks and uncertainties are in addition to risks, uncertainties, and other factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company cautions investors that any forward-looking statements made by the Company are not necessarily indicative of future performance. The Company is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet services.