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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 6, 2005
Team Health, Inc.
(Exact Name of Registrant As Specified In Charter)
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<Caption>
Tennessee 333-80337 62-1562558
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
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1900 Winston Road
Knoxville, TN 37919
(Address of Principal Executive Offices, including Zip Code)
(865) 693-1000
(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 (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))
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Item 1.01. Entry Into a Material Definitive Agreement.
On April 6, 2005, Team Health, Inc. amended the Credit Agreement, dated
as of March 23, 2004, by and among Team Health, Inc., Team Health Holdings,
L.L.C., the Subsidiary Guarantors (as defined therein), the Lenders (as defined
therein), and Bank of America, N.A (the "Credit Agreement," filed as Exhibit
10.21 to Form 10-Q dated March 31, 2004). The amendment provides for Team
Health, Inc. to (i) refinance and replace in part all outstanding Tranche B Term
Loans under the Credit Agreement with a new class of Tranche C Term Loans under
the Credit Agreement up to an aggregate principal amount of $203,125,000, having
substantially similar terms with, and having substantially similar rights and
obligations, as the Tranche B Term Loans, and (ii) simultaneously prepay in full
all remaining Tranche B Term Loans not so refinanced and replaced in connection
with the transactions contemplated thereby. The refinancing and replacement of
the Tranche B Term Loans with Tranche C Term Loans reduces the applicable
interest rate and allows Team Health, Inc. to repurchase a portion of its
outstanding senior subordinated notes under certain circumstances.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The description of the amendment to the Credit Agreement contained in Item 1.01
of this report is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits furnished pursuant to Items 1.01 and 2.03.
Exhibit No. Description
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10.30 First Amendment to Credit Agreement
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.
Team Health, Inc.
(Registrant)
/s/ Robert J. Abramowski
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Date: April 6, 2005 Robert J. Abramowski
Executive Vice President of Finance
and Administration