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ADPI > SEC Filings for ADPI > Form 8-K on 16-Nov-2009All Recent SEC Filings

Show all filings for AMERICAN DENTAL PARTNERS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for AMERICAN DENTAL PARTNERS INC


16-Nov-2009

Entry into a Material Definitive Agreement, Other Events, Financial


Item 1.01 Entry Into a Material Definitive Agreement.

On November 13, 2009, the Company entered into Amendment No. 1 (the "Amendment") to the Senior Secured Credit Facility (the "Credit Facility"), dated August 21, 2009, among the Company, as borrower; the lending institutions named therein, as lenders; KeyBank National Association, as a co-lead arranger and administrative agent; RBS Securities Inc., as a co-lead arranger; Banc of America Securities LLC, as a co-lead arranger; Bank of America, N.A., as documentation agent; and RBS Citizens, N.A., as syndication agent. Pursuant to the terms of the Amendment, the Company is permitted to make acquisitions of up to $32,000,000 annually through December 31, 2009 and thereafter, of up to $25,000,000 annually, subject to various financial covenants. The Amendment will become effective upon the closing of the acquisition by a newly-created subsidiary of the Company, American Dental Partners of Florida, LLC ("ADP Florida"), of substantially all of the assets of Christie Dental Partners, Inc. and Christie Dental Practice Group, P.L. (collectively, "Christie Dental"), provided that such acquisition closes on or prior to December 15, 2009.



Item 8.01 Other Events.

On November 13, 2009, ADP Florida entered into an asset purchase agreement (the "Acquisition Agreement") with Christie Dental Partners, Inc., Christie Dental Practice Group, P.L. and their respective owners pursuant to which ADP Florida will acquire substantially all of the assets of Christie Dental in exchange for $27,000,000 in cash, subject to a working capital adjustment, and the assumption of certain liabilities. The Acquisition Agreement provides that at the closing of the acquisition, Christie Dental Practice Group, P.L. will enter into a 40-year service agreement with ADP Florida pursuant to which ADP Florida will be responsible for providing all services necessary for the administration of the non-clinical aspects of the dental operations of Christie Dental. The Company expects that the closing of the transaction, which is subject to satisfaction or waiver of certain customary closing conditions, will occur on or about December 1, 2009. The acquisition will be funded by borrowings under the Credit Facility and cash on hand.

On November 16, 2009, the Company issued a press release announcing that the Company had entered into the Acquisition Agreement. A copy of the press release is attached hereto as Exhibit 99.1




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1    Amendment No. 1, dated November 13, 2009, to Senior Secured Credit
        Facility, dated August 21, 2009, among the Company, as Borrower; the
        Lending Institutions Named Therein, as Lenders; KeyBank National
        Association, as a Co-Lead Arranger and Administrative Agent; RBS
        Securities Inc., as a Co-Lead Arranger; Banc of America Securities LLC, as
        a Co-Lead Arranger; Bank of America, N.A., as Documentation Agent; and RBS
        Citizens, N.A., as Syndication Agent

99.1    Press Release issued by the Company on November 16, 2009


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