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): April 13, 2007
UNIVERSAL HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 1-10765 | 23-2077891 | ||
| (State or other jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
UNIVERSAL CORPORATE CENTER
367 SOUTH GULPH ROAD
KING OF PRUSSIA, PENNSYLVANIA 19406
(Address of principal executive office) (Zip Code)
Registrant’s telephone number, including area code (610) 768-3300
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 1.01 | Entry into a Material Definitive Agreement. |
On April 13, 2007, Universal Health Services, Inc. (the “Company”) entered into Amendment No. 2 (the “Amendment”) to its $650 million unsecured non-amortizing revolving credit facility (the “Credit Agreement”) dated as of March 4, 2005 and amended as of July 28, 2006 with JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent and ABN Amro Bank, N.V., SunTrust Bank and Wachovia Bank, National Association, as Co-Documentation Agents (collectively, the “Agents”) and the other lenders named therein. The Amendment increased commitments under the Credit Agreement to $800 million from $650 million.
Affiliates of each of the Agents and certain of the other lenders acted as underwriters in the public offering of the Company’s 7.125% Notes due 2016 that was completed on June 30, 2006. In addition, JP Morgan Chase Bank, N.A. is an affiliate of J.P. Morgan Trust Company, National Association, the successor trustee under the Company’s indenture dated as of January 20, 2000, as amended by a supplemental indenture dated as of June 20, 2006, relating to its debt securities.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 2.03 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | Amendment No. 2 to the Credit Agreement. | |
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.
| Universal Health Services, Inc. | ||
| By: | /s/ Alan B. Miller | |
| Name: Alan B. Miller | ||
| Title: Chairman of the Board, President and Chief Executive Officer | ||
| By: | /s/ Steve Filton | |
| Name: Steve Filton | ||
| Title: Senior Vice President and Chief Financial Officer | ||
Date: April 18, 2007
Exhibit Index
| Exhibit No. | Exhibit | |
| 10.1 | Amendment No. 2 to the Credit Agreement. | |
Exhibit 10.1
AMENDMENT NO. 2
to
CREDIT AGREEMENT
dated as of
March 4, 2005
and amended as of
July 28, 2006
among
UNIVERSAL HEALTH SERVICES, INC.
THE ELIGIBLE SUBSIDIARIES REFERRED TO HEREIN
THE LENDERS LISTED HEREIN
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
BANK OF AMERICA, N.A.,
as Syndication Agent
and
ABN AMRO BANK N.V.,
SUNTRUST BANK
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agents
J.P. Morgan Securities Inc.
Banc of America Securities LLC,
Joint Lead Arrangers and Joint Bookrunners
AMENDMENT NO. 2
AMENDMENT dated as of April 13, 2007 to the Credit Agreement dated as of March 4, 2005 (as amended as of July 28, 2006, the “Credit Agreement”) among UNIVERSAL HEALTH SERVICES, INC., the ELIGIBLE SUBSIDIARIES referred to therein, the LENDERS listed on the signature pages thereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent and ABN AMRO BANK N.V., SUNTRUST BANK and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
W I T N E S S E T H:
WHEREAS, Section 2.19 of the Credit Agreement contemplates that the Commitments thereunder may be increased in the manner set forth therein; and
WHEREAS, the parties wish to amend Section 2.19 to increase the maximum amount of increases in the Commitments which may be effected in that manner, and to memorialize an increase in the Commitments pursuant to Section 2.19 as so amended;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Agreement becomes effective, refer to the Credit Agreement as amended hereby.
Section 2. Amendment; Increase in Commitments.
(a) The figure “$100,000,000” in Section 2.19(c)(iii) of the Credit Agreement is changed to “$150,000,000.”
(b) With effect from and including the Amendment Effective Date, (i) each Person listed on the signature pages hereof which is not a party to the Credit Agreement (a “New Lender”) shall become a Lender party thereto, (ii) the Commitment of each Lender shall be the amount set forth opposite the name of such Lender in the Commitment Schedule attached hereto and (iii) the Commitment Schedule attached hereto shall replace the Commitment Schedule attached to the Credit Agreement.
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Section 3. Representations of Company. The Company represents and warrants that (i) the representations and warranties of the Company set forth in Article 4 of the Credit Agreement will be true both before and after the Amendment Effective Date and (ii) no Default will have occurred and be continuing at such time.
Section 4. Effect of Amendment. Except as expressly set forth herein, nothing contained herein shall constitute a waiver or amendment of any term or condition of the Credit Agreement, and all such terms and conditions shall remain in full force and effect and are hereby ratified and confirmed in all respects.
Section 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
Section 6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
Section 7. Effectiveness. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to satisfaction of the following conditions:
(a) the Administrative Agent shall have received from each of the Company, each New Lender, each Lender whose Commitment is increased hereby and such other Lenders (if any) as may be necessary in order that the signatories hereto comprise the Required Lenders (determined before giving effect to this Amendment) a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof; and
(b) the Administrative Agent shall have received an opinion of the General Counsel or Assistant General Counsel of the Company dated as of the Amendment Effective Date, in form and substance satisfactory to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence satisfactory to it of corporate authorization of this Amendment on the part of the Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
| UNIVERSAL HEALTH SERVICES, INC. | ||
| By: | /s/ Cheryl K. Ramagano | |
| Name: Cheryl K. Ramagano | ||
| Title: Treasurer | ||
| JPMORGAN CHASE BANK, N.A., as Lender and Administrative Agent | ||
| By: | /s/ Dawn Lee Lum | |
| Name: Dawn Lee Lum | ||
| Title: Executive Director | ||
| BANK OF AMERICA, N.A. | ||
| By: | /s/ Jill J. Hogan | |
| Name: Jill J. Hogan | ||
| Title: Vice President | ||
| ABN AMRO BANK N.V. | ||
| By: | /s/ Kathleen Ross | |
| Name: Kathleen Ross | ||
| Title: Senior Vice President | ||
| By: | /s/ Robert Hart | |
| Name: Robert Hart | ||
| Title: Senior Vice President | ||
| SUNTRUST BANK | ||
| By: | /s/ Helen C. Hartz | |
| Name: Helen C. Hartz | ||
| Title: Vice President | ||
| WACHOVIA BANK, NATIONAL ASSOCIATION | ||
| By: | /s/ Jeanette A. Griffin | |
| Name: Jeanette A. Griffin | ||
| Title: Director | ||
| BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY | ||
| By: | /s/ Lillian Kim | |
| Name: Lillian Kim | ||
| Title: Vice President | ||
| WILLIAM STREET COMMITMENT CORPORATION ( Recourse only to assets of William Street Commitment Corporation) | ||
| By: | /s/ Mark Walton | |
| Name: Mark Walton | ||
| Title: Assistance Vice President | ||
| CALYON NEW YORK BRANCH | ||
| By: | /s/ Thomas Randolph | |
| Name: Thomas Randolph | ||
| Title: Managing Director | ||
| By: | /s/ Attila Coach | |
| Name: Attila Coach | ||
| Title: Managing Director | ||
| PNC BANK, NATIONAL ASSOCIATION | ||
| By: | /s/ Karin B. Takiff | |
| Name: Karin B. Takiff | ||
| Title: Senior Vice President | ||
| THE BANK OF NEW YORK | ||
| By: | /s/ Christopher T. Kordes | |
| Name: Christopher T. Kordes | ||
| Title: Vice President | ||
| NATIONAL CITY BANK | ||||
| By: | /s/ Erica E. Dowd | |||
| Name: | Erica E. Dowd | |||
| Title: | Assistant Vice President | |||
| CITIBANK, N.A. | ||||
| By: | /s/ Allen Fisher | |||
| Name: | Allen Fisher | |||
| Title: | Vice President | |||
COMMITMENT SCHEDULE
| LENDER |
COMMITMENT | ||
| JPMorgan Chase Bank, N.A. |
$ | 105,000,000.00 | |
| Bank of America, N.A. |
$ | 105,000,000.00 | |
| ABN AMRO Bank N.V. |
$ | 85,000,000.00 | |
| SunTrust Bank |
$ | 85,000,000.00 | |
| Wachovia Bank, National Association |
$ | 85,000,000.00 | |
| Bank of Tokyo-Mitsubishi UFJ Trust Company |
$ | 62,500,000.00 | |
| Citibank, N.A. |
$ | 62,500,000.00 | |
| William Street Commitment Corporation |
$ | 62,500,000.00 | |
| Calyon New York Branch |
$ | 45,000,000.00 | |
| PNC Bank, National Association |
$ | 42,500,000.00 | |
| National City Bank |
$ | 35,000,000.00 | |
| The Bank of New York |
$ | 25,000,000.00 | |
| TOTAL |
$ | 800,000,000.00 | |