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 20, 2015
ADEPTUS HEALTH INC.
(Exact name of registrant as specified in its charter)
Delaware | | 001-36520 | | 46-5037387 |
(State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
of incorporation) | | | | Identification No.) |
| | |
2941 Lake Vista Drive | | |
Lewisville, Texas | | 75067 |
(Address of principal executive offices) | | (Zip Code) |
(972) 899-6666
(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ 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 20, 2015, Adeptus Health Inc. (the “Company”), entered into an amendment (the “Amendment”) to its Master Funding and Development Agreement (as amended, the “Agreement”) by and between the Company and Medical Properties Trust (“MPT”), dated July 29, 2014. Under the terms of the Agreement, MPT will acquire parcels of land, fund the ground-up construction of new freestanding emergency rooms and hospitals and lease the facilities to the Company upon completion of construction. The Amendment adds an additional aggregate funding of $250.0 million, increasing the maximum aggregate funding under all of our agreements with MPT to $505.0 million. All newly constructed facilities under the Agreement, will have initial terms of 15 years, with three five-year renewal options.
Item 2.02. Results of Operations and Financial Condition.
On April 23, 2015, Adeptus Health Inc. issued a press release announcing its financial results for the quarter ended March 31, 2015. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished and shall not be deemed to be “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 made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | |
Exhibit Number | | Description |
| | |
99.1 | | Press Release dated April 23, 2015. |
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.
| | |
| ADEPTUS HEALTH INC. |
| (Registrant) |
| | |
| | |
April 23, 2015 | By: | /s/ Timothy L. Fielding |
| | Timothy L. Fielding |
| | Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit Number | | Description |
| | |
99.1 | | Press Release dated April 23, 2015. |
