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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): May
20, 2024
ASTRANA HEALTH, INC.
(Exact Name of Registrant as Specified in its
Charter)
Delaware |
001-37392 |
95-4472349 |
(State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
of Incorporation) |
File Number) |
Identification No.) |
1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801
(Address of Principal Executive Offices) (Zip Code)
(626) 282-0288
Registrant’s Telephone Number, Including
Area Code
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock |
ASTH |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 | Entry into a Material Definitive Agreement. |
On May 20, 2024, Astrana Health, Inc. (the “Company”)
entered into a Fourth Amendment to Amended and Restated Credit Agreement (the “Credit Agreement Amendment”) with the banks
and other financial institutions party thereto and Truist Bank, as administrative agent, which amends the Amended and Restated Credit
Agreement, dated as of June 16, 2021, entered into among the Company, the lenders party thereto and Truist Bank, as administrative agent
(as amended, the “Credit Agreement”). The Credit Agreement Amendment updates the letter of credit provisions in the Credit
Agreement to provide the Company with the ability to have letters of credit issued under the Credit Agreement that extend beyond the
maturity date of the Credit Agreement.
The above description of the Credit Agreement
Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement
Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 2.03 | Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this item.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description |
10.1 |
|
Fourth
Amendment to Amended and Restated Credit Agreement, dated as of May 20, 2024, by and among Astrana Health, Inc., as borrower, Astrana
Health Management, Inc., as guarantor, the lenders party thereto, and Truist Bank, as administrative agent, issuing bank and the
swingline lender. |
104 |
|
Cover Page Interactive
Data File (the cover page XBRL tags are embedded within the inline XBRL document). |
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.
|
ASTRANA
HEALTH, INC. |
|
|
Date: May 21,
2024 |
By: |
/s/
Brandon Sim |
|
Name: |
Brandon Sim |
|
Title: |
Chief Executive
Officer and President |
Exhibit 10.1
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT
THIS FOURTH AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 20, 2024 (this “Amendment”), is made by and among
ASTRANA HEALTH, INC. (f/k/a Apollo Medical Holdings, Inc.), a Delaware corporation (the “Borrower”),
ASTRANA HEALTH MANAGEMENT, INC. (f/k/a Network Medical Management, Inc.), a California corporation (the “Guarantor”),
each of the banks and other financial institutions signatory hereto as “Lenders” and TRUIST BANK, in its capacity
as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders, as Issuing Bank and as the
Swingline Lender.
W
I T N E S S E T H:
WHEREAS, the Borrower, the
Lenders and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement dated as of June 16, 2021
(as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of December 20, 2022, that certain
Second Amendment to Amended and Restated Credit Agreement and Waiver dated as of September 8, 2023, that certain Third Amendment
to Amended and Restated Credit Agreement and Incremental Agreement dated as of November 3, 2023 and as otherwise amended, restated,
supplemented or modified from time to time prior to the date hereof, the “Existing Credit Agreement”);
WHEREAS, the Administrative
Agent, the Issuing Bank and the Lenders have been made aware that the Borrower has requested that the Issuing Bank issue certain Letters
of Credit with expiration dates after the Revolving Commitment Termination Date (“Post-Maturity LCs”);
WHEREAS, in connection with
the foregoing, the Borrower has requested that the Administrative Agent, the Issuing Bank and the Required Lenders amend certain provisions
of the Existing Credit Agreement to permit the issuance of Post-Maturity LCs; and
WHEREAS, subject to the terms
and conditions set forth herein, the Administrative Agent, the Issuing Bank and the Required Lenders are willing to amend the Existing
Credit Agreement to permit the issuance of Post-Maturity LCs as set forth herein.
NOW, THEREFORE, for and in
consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
by the parties hereto, the parties hereto hereby agree as follows:
Section 1.
Defined Terms. Except as otherwise defined herein, capitalized terms used but not defined herein shall have the respective meanings
ascribed to such terms in the Existing Credit Agreement, as amended by this Amendment (the “Amended Credit Agreement”).
Section 2. Amendments
to Existing Credit Agreement. The Loan Parties, the Administrative Agent, the Issuing Bank and the Lenders signatory hereto (which,
for the avoidance of doubt, constitute “Required Lenders”) hereby agree to the following amendments:
(a) Section 1.1
of the Existing Credit Agreement is hereby amended to add the following defined term in the appropriate alphabetical order:
“Post-Maturity
LC” shall mean any Letter of Credit that has an expiration date that is after the date set forth in clause (i) of the
definition of “Revolving Commitment Termination Date”.
(b) Section 2.22(a) of
the Existing Credit Agreement is hereby amended by amending and restating clause (i) of the proviso in its entirety as follows:
“(i) each
Letter of Credit shall expire on the earlier of the date that is two (2) years after the date of issuance of such Letter of Credit
(or, in the case of any renewal or extension thereof, two (2) years after such renewal or extension);”
(c) Section 2.22
of the Existing Credit Agreement is hereby further amended by inserting the following new clause (m) at the end of such Section:
“(m) With
respect to each Post-Maturity LC (if any), the Borrower shall deposit, on or before the date that is five (5) Business Days prior
to the date set forth in clause (i) of the definition of “Revolving Commitment Termination Date”, in an account with
the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Banks (as applicable) and the Revolving
Lenders, an amount in cash equal to the greater of (x) 105% of the sum of (i) the aggregate undrawn amount of all outstanding
Post-Maturity LCs at such time, plus (ii) the aggregate amount of all LC Disbursements in respect of Post-Maturity LCs that
have not been reimbursed by or on behalf of the Borrower at such time plus (iii) any accrued and unpaid fees in respect of
the Post-Maturity LCs and (y) an amount determined by the Administrative Agent and the Issuing Bank in their reasonable discretion
(with the Administrative Agent and the Issuing Bank providing Borrower reasonable evidence supporting the calculation and determination
of such additional amount) to collateralize the remaining exposure (including margin, fees, etc.) in respect the Post-Maturity LCs
through their expiration (the “Post-Maturity LC Exposure”). The Administrative Agent shall have exclusive dominion
and control, including the exclusive right of withdrawal, over such account, until the earlier of the date of payment in full and the
Revolving Commitment Termination Date, at which time the amount on deposit in such account shall be transferred to each applicable Issuing
Bank for cash collateral in respect of Post-Maturity LCs that remain outstanding. Moneys in such account shall be applied by the Administrative
Agent, prior to the earlier of the date of payment in full and the Revolving Commitment Termination Date, to reimburse each Issuing Bank
for LC Disbursements for which it had not been reimbursed. On or before the Revolving Commitment Termination Date, the Borrower and each
applicable Issuing Bank shall execute a customary “cash collateral agreement” in order to cause the cash collateral to be
held by such Issuing Bank to be applied in satisfaction of all obligations of the Borrower for the Post-Maturity LC Exposure; provided
that upon the undrawn expiration of each Post-Maturity LC, the applicable Issuing Bank shall return any remaining cash collateral
(after payment of fees and expenses) in respect of such Post-Maturity LC to the Borrower within three (3) Business Days after the
Borrower’s written request therefor. Notwithstanding anything to the contrary contained in the Loan Documents, in the case of any
cash collateralization of Post-Maturity LCs in the context of the payment in full (due to a refinancing or otherwise) or acceleration,
the amount to be cash collateralized for such Post-Maturity LCs shall be determined as set forth in clauses (x) and (y) above.”
Section 3. Conditions
Precedent to Effectiveness. This Amendment shall become effective as of the date on which each of the following conditions precedent
are satisfied:
(a) the
Administrative Agent (or its counsel) shall have received a counterpart of this Amendment duly executed by each of the Borrower, the
Guarantor, the Administrative Agent, the Issuing Bank and the Required Lenders; and
(b) the
representations and warranties in Sections 4 and 5 hereof shall be true and correct in all material respects on and as
of the date hereof (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other
materiality, in which case such representations and warranties shall be true and correct in all respects).
The Loan Parties, the Lenders,
the Issuing Bank and the Administrative Agent hereby acknowledge and agree that as of the date hereof, the conditions precedent to effectiveness
as set forth in this Section 3 have been satisfied and this Amendment is effective as of the date hereof.
Section 4. Representations.
The Loan Parties represent and warrant to the Administrative Agent, the Issuing Bank and the Lenders that:
(a) Power
and Authority. Each of the Loan Parties has the power and authority to execute, deliver and perform the terms and provisions of this
Amendment and the Amended Credit Agreement, and have taken all necessary corporate or equivalent action to duly authorize the execution,
delivery and performance of this Amendment. This Amendment has been duly executed and delivered by each Loan Party. Each of this Amendment
and the Amended Credit Agreement constitutes the legal, valid and binding obligation of the Borrower or the Guarantor (as the case may
be) enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles.
(b) No
Violation. The execution, delivery and performance by the other Loan Parties of this Amendment, and compliance by them with the terms
and provisions of the Amended Credit Agreement: (i) will not violate any Requirement of Law or any judgment, order or ruling of
any Governmental Authority, (ii) will not violate or result in a default under any Contractual Obligation of the Borrower or any
of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any
of its Subsidiaries, or (iii) will not result in the creation or imposition of any Lien on any asset of any Loan Party except Liens
created under the Loan Documents.
(c) Governmental
Approvals. No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except
for those that (x) have otherwise been obtained or made on or prior to the date of the effectiveness of this Amendment and which
remain in full force and effect on such date and (y) the failure of which to obtain or make could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect), or exemption by, any Governmental Authority, is required to authorize, or
is required in connection with, (i) the execution, delivery and performance of this Amendment by the Loan Parties or (ii) the
legality, validity, binding effect or enforceability of the Amended Credit Agreement.
(d) No
Default. No Default or Event of Default has occurred and is continuing as of the date hereof and no Default or Event of Default will
exist immediately after giving effect to this Amendment.
Section 5. Reaffirmation
of Representations. The Borrower and the other Loan Parties hereby repeat and reaffirm in all material respects all representations
and warranties made to the Administrative Agent, the Issuing Bank and the Lenders in the Existing Credit Agreement and the other Loan
Documents on and as of the date hereof (and after giving effect to this Amendment) with the same force and effect as if such representations
and warranties were set forth in this Amendment in full (except to the extent that such representations and warranties relate expressly
to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier
date).
Section 6. No
Further Amendments; Ratification of Liability. Except as expressly amended hereby, the Existing Credit Agreement and each of the
other Loan Documents, as amended hereby, shall remain in full force and effect in accordance with their respective terms, and the Lenders,
the Issuing Bank and the Administrative Agent hereby require strict compliance with the terms and conditions of the Amended Credit Agreement
and the other Loan Documents, as amended hereby, in the future. No Loan Party has any knowledge of any challenge to the Administrative
Agent’s or any Lender’s claims arising under the Loan Documents. Each of the Borrower and the other Loan Parties hereby (i) ratifies,
confirms and reaffirms its respective liabilities, payment and performance obligations (contingent or otherwise) and each and every term,
covenant and condition set forth in the Amended Credit Agreement and the other Loan Documents to which it is a party, all as amended
by this Amendment and (ii) acknowledges and agrees that this Amendment shall not in any way affect the validity and enforceability
of any Loan Document, as amended hereby, to which it is a party, or reduce, impair or discharge the obligations of the Borrower or any
other Loan Party. The Guarantor hereby acknowledges its receipt of a copy of this Amendment and its review of the terms and conditions
hereof and consents to the terms and conditions of this Amendment and the transactions contemplated hereby. The Guarantor hereby (a) affirms
and confirms its guarantees under the Guaranty and Security Agreement, and (b) agrees that (i) Guaranty and Security Agreement
shall continue to be in full force and effect and (ii) all guarantees under the Guaranty and Security Agreement shall continue to
be in full force and effect and shall accrue to the benefit of the Lenders. The Lenders’ agreement to the terms of this Amendment
or any other amendment of the Existing Credit Agreement or any other Loan Document shall not be deemed to establish or create a custom
or course of dealing between the Borrower or any other Loan Party or the Lenders, or any of them. This Amendment shall be deemed to be
a “Loan Document” for all purposes under the Amended Credit Agreement. After the effectiveness of this Amendment, each reference
to the Existing Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Amended Credit Agreement.
Section 7. Miscellaneous. Sections
10.5 (Governing Law; Jurisdiction; Consent to Service of Process), 10.6 (Waiver of Jury Trial), 10.8 (Counterparts;
Integration), 10.10 (Severability) and 10.21 (Electronic Signatures), of the Amended Credit Agreement are hereby incorporated
by reference into this Amendment and shall apply hereto mutatis mutandis.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Borrower,
the Guarantor, the Lenders and the Administrative Agent have caused this Fourth Amendment to Amended and Restated Credit Agreement to
be duly executed by their respective duly authorized officers and representatives as of the day and year first above written.
|
bORROWER: |
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|
|
ASTRANA HEALTH, INC. |
|
|
|
|
|
By: |
/s/ Brandon Sim |
|
Name: |
Brandon Sim |
|
Title: |
President and Chief Executive Officer |
|
|
|
|
By: |
/s/ Chandan Basho |
|
Name: |
Chandan Basho |
|
Title: |
Chief Financial Officer, Chief Operating Officer and Corporate Secretary |
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GUARANTOR: |
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|
ASTRANA HEALTH MANAGEMENT, INC. |
|
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By: |
/s/ Thomas S. Lam, M.D., M.P.H. |
|
Name: |
Thomas S. Lam, M.D., M.P.H. |
|
Title: |
Chief Executive Officer |
ASTRANA HEALTH, INC.
FOURTH AMENDMENT TO A&R CREDIT AGREEMENT
SIGNATURE PAGE
|
TRUIST BANK, as Administrative
Agent, as the Issuing Bank, as the Swingline Lender and as a Lender |
|
|
|
|
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By: |
/s/ Anton Brykalin |
|
Name: |
Anton Brykalin |
|
Title: |
Director |
ASTRANA HEALTH, INC.
FOURTH AMENDMENT TO A&R CREDIT AGREEMENT
SIGNATURE PAGE
|
JPMORGAN CHASE BANK, N.A.,
as a Lender |
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By: |
/s/ Ling Li |
|
Name: |
Ling Li |
|
Title: |
Executive Director |
ASTRANA HEALTH, INC.
FOURTH AMENDMENT TO A&R CREDIT AGREEMENT
SIGNATURE PAGE
|
PREFERRED BANK, as a Lender |
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By: |
/s/ Samuel Leung |
|
Name: |
Samuel Leung |
|
Title: |
Senior Vice President |
ASTRANA HEALTH, INC.
FOURTH AMENDMENT TO A&R CREDIT AGREEMENT
SIGNATURE PAGE
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FIFTH THIRD BANK, NATIONAL ASSOCIATION,
as a Lender |
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By: |
/s/ Thomas Avery |
|
Name: |
Thomas Avery |
|
Title: |
Managing Director |
ASTRANA HEALTH, INC.
FOURTH AMENDMENT TO A&R CREDIT AGREEMENT
SIGNATURE PAGE
|
ROYAL BANK OF CANADA, as
a Lender |
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|
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By: |
/s/ Sean Young |
|
Name: |
Sean Young |
|
Title: |
Authorized Signatory |
ASTRANA HEALTH, INC.
FOURTH AMENDMENT TO A&R CREDIT AGREEMENT
SIGNATURE PAGE
|
THE TORONTO DOMINION BANK, NEW YORK
BRANCH, as a Lender |
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By: |
/s/ Mike Tkach |
|
Name: |
Mike Tkach |
|
Title: |
Authorized Signatory |
ASTRANA HEALTH, INC.
FOURTH AMENDMENT TO A&R CREDIT AGREEMENT
SIGNATURE PAGE
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender |
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By: |
/s/ Yinghua Zhang |
|
Name: |
Yinghua Zhang |
|
Title: |
Senior Vice President |
ASTRANA HEALTH, INC.
FOURTH AMENDMENT TO A&R CREDIT AGREEMENT
SIGNATURE PAGE
|
CITY NATIONAL BANK, as a
Lender |
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By: |
/s/ Eric Rezai |
|
Name: |
Eric Rezai |
|
Title: |
Vice President |
ASTRANA HEALTH, INC.
FOURTH AMENDMENT TO A&R CREDIT AGREEMENT
SIGNATURE PAGE
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