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AIRM > SEC Filings for AIRM > Form 8-K on 31-Dec-2012All Recent SEC Filings

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Form 8-K for AIR METHODS CORP


31-Dec-2012

Entry into a Material Definitive Agreement, Creation of a Direct Financial Oblig


Item 1.01 Entry into a Material Definitive Agreement.

On December 31, 2012, Air Methods Corporation (the "Company") completed its acquisition of Sundance Helicopters, Inc. and the purchase of all of the aircraft utilized by Sundance in its business that are owned by two affiliated entities of Sundance, SDH Capital Holdings LLC and Saguaro Rentals LLC (the "Transaction"). The Transaction was completed substantially in accordance with the terms of the definitive purchase agreements previously disclosed by the Company in a Current Report on Form 8-K filed on December 27, 2012. The purchase price was financed through borrowing under the Company's senior credit facility, which was amended on December 31, 2012 to add Sundance Helicopters, Inc. as a borrower under the credit facility and to extend the lenders' security interest to include the acquired assets pursuant to the Joinder to Amended and Restated Revolving Credit, Term Loan and Security Agreement, and Second Amendment to Pledge Agreement, dated December 31, 2012, which 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.

See the disclosure contained in Item 1.01 above regarding the joinder and amendment to the Company's credit agreement, which is incorporated herein by reference.



Item 7.01 Regulation FD Disclosure.

On December 31, 2012, the Company issued a press release announcing the closing of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including the information set forth in Exhibit 99.1, shall neither be deemed "filed" for purposes of Section 18 of the Exchange Act nor incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

10.1        Joinder to Amended and Restated Revolving Credit, Term Loan and Security
            Agreement, and Second Amendment to Pledge Agreement, dated December 31,
            2012.

99.1        Air Methods Corporation Press Release, dated December 31, 2012.


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