Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
AIRM > SEC Filings for AIRM > Form 8-K on 27-Dec-2012All Recent SEC Filings

Show all filings for AIR METHODS CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for AIR METHODS CORP


27-Dec-2012

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 Entry into a Material Definitive Agreement.

On December 20, 2012, Air Methods Corporation (the "Company") entered into a definitive stock purchase agreement with Sundance Helicopters, Inc. ("Sundance"), a Nevada corporation, The Eisenreich Family Trust u/a/d 7/9/90, The John A. Sullivan Trust u/a/d 4/12/2002 and The Granquist 2004 Trust u/a/d 3/26/2004, as stockholders of Sundance, and Richard Eisenreich, John A. Sullivan and James A. Granquist, as guarantors. Sundance is a helicopter tour operator based in Las Vegas, Nevada. In connection with the stock purchase agreement, Air Methods entered into a definitive aircraft sale and purchase agreement with two affiliated entities of Sundance, SDH Capital Holdings LLC, a Nevada limited liability company, and Saguaro Rentals LLC, an Arizona limited liability company, pursuant to which the Company, or an affiliate of the Company, will purchase all of the aircraft owned by such entities and utilized by Sundance in its business.

The Company will acquire all of the outstanding shares of capital stock of Sundance and the aircraft for an aggregate purchase price of $44 million in cash on a debt-free basis. The Company will fund the purchase price through its senior credit facility. Of the purchase price, approximately $4.15 million will be paid into two escrows upon closing to secure post-closing indemnification obligations of the Sundance stockholders. Amounts held in escrow for general indemnification obligations ($2.55 million) will be released on the 18-month anniversary of the closing date, subject to pending indemnification claims, if any, and amounts for certain identified tax obligations ($1.6 million) will be released following finalization of the matters covered by such indemnities. The purchase price may also be decreased to the extent that the working capital of Sundance at closing is less than the agreed working capital target of approximately $1.34 million.

The parties agreed to customary representations, warranties and covenants in the purchase agreement. The stockholders of Sundance and the guarantors are prohibited for a period of five years following the consummation of the transaction from soliciting or hiring Sundance employees retained by the Company and from engaging in specified competitive activities. The purchase agreement also includes various other provisions customary for transactions of this nature.

The transaction is contingent upon certain customary closing conditions, including, without limitation, the termination of existing liens and the payoff of existing indebtedness of Sundance. The transaction is expected to close by December 31, 2012.

The purchase agreement may be terminated at any time prior to closing by the mutual written consent of the Company and the stockholders, by the Company or the stockholders upon a material breach of the purchase agreement (subject to certain customary limitations) and by the Company or the stockholders if the transactions contemplated by the purchase agreement have not been consummated on or before December 31, 2012 (subject to certain customary limitations).

The Company issued a press release regarding the agreement to acquire Sundance on December 21, 2012. The press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1 Air Methods Corporation Press Release, dated December 21, 2012.


  Add AIRM to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for AIRM - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2013 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.