Item 1.01. Entry into a Material Definitive Agreement
The description of the Note Purchase Agreement and the Senior Secured Notes
included in Item 8.01 of this Current Report is incorporated by reference in
this Item 1.01.
Item 8.01. Other Events
As previously announced, SNTC Holding, Inc. (which we refer to as the
Seller), a wholly-owned subsidiary of HLTH Corporation, entered into a Stock
Purchase Agreement, dated as of September 17, 2009, with Aurora Equity Partners
III L.P. and Aurora Overseas Equity Partners III, L.P. (which we refer to as the
Purchasers), providing for the sale of HLTH's Porex business (which we refer to
as Porex) for $142 million, consisting of $74.5 million in cash payable at
closing, subject to customary adjustment based on the amount of Porex's working
capital, and $67.5 million in senior secured notes (which we refer to as the
Senior Secured Notes). A copy of the Stock Purchase Agreement was filed as
Exhibit 2.1 to the Current Report on Form 8-K filed by HLTH on September 22,
2009.
On October 19, 2009, HLTH completed the sale of Porex to Porex Holding
Corporation (which we refer to as Newco), a company formed by the Purchasers to
own Porex after the acquisition, and the Senior Secured Notes were issued by
Newco under a Note Purchase Agreement, dated October 19, 2009, among the Seller,
Newco, Porex Corporation and Porex Surgical, Inc. The Senior Secured Notes are
secured by certain assets of Newco and its domestic subsidiaries (including
Porex Corporation and Porex Surgical, Inc., which are acting as guarantors of
the Senior Secured Notes). The Senior Secured Notes accrue interest at a rate of
8.75% per annum, payable quarterly. The Senior Secured Notes were issued in four
series: the Senior Secured Notes of the first, second and third series have an
aggregate principal amount of $10 million each and mature on the first, second
and third anniversaries of the closing, respectively; and the Senior Secured
Notes of the fourth series have an aggregate principal amount of $37.5 million
and mature on the fourth anniversary of the closing. A copy of the Note Purchase
Agreement, including the form of Senior Secured Note and the form of Guarantee
and Collateral Agreement, is filed as Exhibit 10.1 to this Current Report.
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