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AmSurg Corp | 5.250% Mandatory Convertible Preferred Stock, Series A-1 (AMSGP)

Prospectus excerpt:  We are offering 1,500,000 shares of our 5.250% Mandatory Convertible Preferred Stock, with an initial liquidation preference of $100 per share (our ˘mandatory convertible preferred stock÷). This offering is part of the financing of the Merger described herein.

We will pay dividends on each share of our mandatory convertible preferred stock on a cumulative basis at an annual rate of 5.250% of the initial liquidation preference of $100 per share. Dividends will accrue and cumulate from the date of issuance and, to the extent lawful and declared by our board of directors, will be paid on each January 1, April 1, July 1 and October 1 in cash or, at our election (subject to certain limitations), by delivery of any combination of cash and shares of our common stock. The first dividend payment on our mandatory convertible preferred stock, if declared, will be made on October 1, 2014, in the expected amount of $1.2979 per share, which will reflect the time period from the date of issuance to, but not including, October 1, 2014.

Each share of our mandatory convertible preferred stock has a liquidation preference of $100, plus an amount equal to accrued and unpaid dividends. Each share of our mandatory convertible preferred stock will automatically convert on July 1, 2017 (subject to postponement in certain cases), into between 1.8141 and 2.2222 shares of our common stock (the ˘minimum conversion rate÷ and ˘maximum conversion rate,÷ respectively), each subject to adjustment. The number of shares of our common stock issuable on conversion will be determined based on the average VWAP (as defined herein) per share of our common stock over the 20 consecutive trading day period commencing on and including the 22nd scheduled trading day prior to July 1, 2017. At any time prior to July 1, 2017, holders may elect to convert all or a portion of their shares of mandatory convertible preferred stock into shares of our common stock at the minimum conversion rate. If any holder elects to convert shares of mandatory convertible preferred stock during a specified period beginning on the effective date of a fundamental change (as described herein), the conversion rate will be adjusted under certain circumstances and such holder will also be entitled to a fundamental change dividend make-whole amount (as described herein).

Concurrently with this offering, we are offering 8,500,000 shares of our common stock, plus up to an additional 1,275,000 shares of our common stock that the underwriters of such offering have the option to purchase from us at a public offering price of $45.00 per common share (the ˘Common Stock Offering÷). The Common Stock Offering is being made by means of a separate prospectus supplement and accompanying prospectus and not by means of this prospectus supplement. The completion of this offering is not contingent on the completion of the Common Stock Offering, and the Common Stock Offering is not contingent on the completion of this offering.

Full Prospectus PDF », AMSG Page »

Series:A-1
Redeemable?:Yes
Maturity Date:7/1/2017
Cumulative?:Yes
Conversion Ratio:1.8141 and 2.2222
Conversion Price:$45 to $55.12
Shares Offered:1,500,000
Overallotment:225,000
Liquidation Preference:$100
Original Coupon:5.25%
Pay Period:Quarterly
Pay Dates:1-Jan, 1-Apr, 1-Jul, 1-Oct
CDx3 Compliance Rating: Learn AMSGP's Rating
Amsurg operates in two lines of business: the operation of ambulatory surgery centers and providing outsourced physician services. Through its ambulatory services segment, Co. acquires, develops and operates ambulatory surgery centers (ASCs, surgery centers, or centers) in partnership with physicians. Through its physician services segment, Co. provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities, primarily in the areas of anesthesiology, radiology, children's services and emergency medicine. At Dec 31 2015, Co. operated 257 ASCs in 34 states and the District of Columbia in partnership with physicians.

Preferred: AMSGP


Open the AMSG Information Page »
Name: 
AmSurg Corp
Website: 
www.amsurg.com
Sector: 
Hospital & Medical Practitioners

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