The Firm recently represented the initial purchasers, led by Barclays Capital Inc., in connection with the issuance by USPI Finance Corp. (“USPI Finance”) of $440 million aggregate principal amount of 9.000% senior notes due 2020. The notes were assumed by United Surgical Partners International, Inc. (“USPI”), an affiliate of USPI Finance. Simpson Thacher also represented J.P. Morgan Chase Bank, N.A. and the other lenders in connection with an amendment of USPI’s existing senior secured credit facility to, among other things, extend the maturity of certain of its term loans, add a new tranche of term loans and refinance the existing revolving credit facility. The amended senior secured credit facility will provide for senior secured financing of up to $958.2 million.
USPI used the proceeds of the notes offering and the new term loans to repay a portion of its credit facility, to fund tender offers for USPI’s 8?% senior subordinated notes due 2017 and 9¼%/10% senior subordinated toggle notes due 2017, to make a dividend payment to its ultimate parent’s equity holders and to pay related fees and expenses. The Firm represented Barclays Capital Inc. and J.P. Morgan Securities LLC as dealer-managers for the tender offers.
USPI owns and operates short-stay surgical facilities, including surgery centers and hospitals. Of its 202 facilities, 140 are jointly owned with not-for-profit healthcare systems.
The Simpson Thacher team for these transactions included Justin Lungstrum, Stephanie Rotter, Chad Pearlman, Jason Pearl and Adam Glenn (Banking and Credit), Ryan Bekkerus, Vanessa Clark and Leah Shen (Capital Markets), Jonathan Pall (Collateral), Jennifer Pepin (Executive Compensation and Employee Benefits), Noreen Lavan (Environmental) and Jonathan Cantor, Anthony Minervini and Chang Won Choi (Tax).