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Title: |
Commitment Letter |
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Entities: |
Banc of America Securities LLC; Health Management Associates Inc. |
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Date: |
2007 |
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Size: |
Preview shows 8KB of 61KB total |
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Price: |
$44 |
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ID: |
#2732866 |
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BANC OF AMERICA SECURITIES LLC
BANK OF AMERICA, N.A.
9 West 57th Street
New York, New York 10019
January 16, 2007
Health Management Associates, Inc.
5811 Pelican Boulevard
Suite 500
Naples, FL 34108
Project Trojan
Commitment Letter
$3,250.0 million Senior Secured Credit Facilities
Ladies and Gentlemen:
You have advised Bank of America, N.A. (?Bank of America?) and Banc of America Securities LLC (?BAS?) that you (the ?Borrower?) intend to enter into a recapitalization transaction (the ?Recapitalization?) consisting of the declaration and payment of a special one time dividend to be paid to holders of the Borrower?s common stock in an aggregate amount not to exceed $2.5 billion.
You have also advised us that you intend to finance the Recapitalization, the costs and expenses related to the Transaction (as hereinafter defined) and the ongoing working capital and other general corporate purposes of the Borrower after consummation of the Recapitalization from the following sources (and that no financing other than the financing described herein will be required in connection with the Transaction): up to $3,250.0 million in senior secured credit facilities of the Borrower (collectively, the ?Credit Facilities?), comprised of (i) term loan facilities aggregating up to $2,750.0 million and (ii) a revolving credit facility of up to $500.0 million. The Recapitalization, the entering into and funding of the Credit Facilities and all related transactions are hereinafter collectively referred to as the ?Transaction.?
| 1. |
Commitments. In connection with the foregoing, (a) Bank of America is pleased to advise you of its commitment to provide the full principal amount of the Credit Facilities and to act as the sole administrative agent (in such capacity, the ?Administrative Agent?) for the Credit Facilities, all upon and subject to the terms and conditions set forth in this letter and in the summary of terms attached as Annex I and Annex II hereto (collectively, the ?Summary of Terms?), and together with this letter agreement, the ?Commitment Letter?) and (b) BAS is pleased to advise you of its willingness, as the sole lead arranger and joint bookrunning manager (in such capacities, the ?Lead Arranger?) for the Credit Facilities, to form a syndicate of financial institutions and institutional lenders (including Bank of America) (collectively, the ?Lenders?) in consultation with you for the Credit Facilities, including Bank of America. All capitalized terms used and not otherwise defined herein shall have the same meanings as specified therefor in the |
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Summary of Terms. If you accept this Commitment Letter as provided below, the date of the initial funding under the Credit Facilities is referred to herein as the ?Closing Date.? |
| 2. | Syndication. The Lead Arranger intends to commence syndication of the Credit Facilities promptly after your acceptance of the terms of this Commitment Letter and the Fee Letter, and the commitment of Bank of America hereunder shall be reduced dollar-for-dollar as and when corresponding commitments are received. You agree to actively assist the Lead Arranger in achieving a syndication of the Credit Facilities that is satisfactory to the Lead Arranger and the Lead Arranger agrees to consult with you in connection therewith. Such assistance shall include (a) your providing the Lead Arranger and the Lenders upon request with all information reasonably deemed necessary by the Lead Arranger to complete such syndication, including, but not limited to, information and evaluations prepared by you, or your advisors on your behalf, relating to the Transaction, (b) your assistance in the preparation of an Information Memorandum to be used in connection with the syndication of the Credit Facilities, (c) your using your commercially reasonable efforts to ensure that the syndication efforts of the Lead Arranger benefit materially from the existing lending relationships of the Companies and (d) your otherwise assisting the Lead Arranger in its syndication efforts, including by making the officers and advisors of the Companies available from time to time to attend and make presentations regarding the business and prospects of the Companies, as appropriate, at one or more meetings of prospective Lenders. |
You hereby agree to use commercially reasonable efforts to (i) cause the Information Memorandum to be used in connection with the syndication of the Credit Facilities to be completed no less than 28 consecutive days prior to the initial funding of the Credit Facilities (exclusive of the period from and including December 25, 2006 through and including January 4, 2007), (ii) cause a meeting of prospective Lenders to be held no less than 21 consecutive days prior to the initial funding of the Credit Facilities (exclusive of the period from and including December 25, 2006 through and including January 4, 2007) and (iii) obtain a debt rating of the Credit Facilities from each of Moody?s Investors Service Inc. (?Moody?s?) and Standard & Poor?s, a division of The McGraw-Hill Companies, Inc. (?S&P?) no less than 21 consecutive days prior to the initial funding of the Credit Facilities (exclusive of the period from and including December 25, 2006 through and including January 4, 2007).
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