UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 21, 2006
(February 15, 2006)
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HealthSouth Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware 000-14940 63-0860407
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One HealthSouth Parkway
Birmingham, Alabama 35243
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (205) 967-7116
Not Applicable
(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))
Item 1.01 Entry into a Material Definitive Agreement
On February 15, 2006, HealthSouth Corporation (the "Company") entered
into a consent and waiver (the "Consent") to the Senior Subordinated Credit
Agreement, dated as of January 16, 2004 (the "Credit Agreement"), among the
Company, the lenders party thereto and Credit Suisse (formerly known as Credit
Suisse First Boston), as administrative agent and syndication agent. Pursuant
to the terms of the Consent, the "required lenders" (as defined in the Credit
Agreement) consented to the prepayment of all outstanding loans in full
(together with all accrued and unpaid interest) on or prior to March 20, 2006
and waived certain provisions of the Credit Agreement to the extent such
provisions prohibited such prepayment. In connection with the Consent, the
Company agreed, to the extent such prepayment is made, to pay to each lender a
prepayment premium equal to 15.00% of the principal amount of such lender's
loans.
On February 15, 2006, the Company also entered into an amendment and
waiver (the "Amendment") to the Term Loan Agreement, dated as of June 15, 2005
(the "Loan Agreement"), among the Company, the lenders party thereto and
JPMorgan Chase Bank, N.A., as administrative agent, Citicorp North America,
Inc., as syndication agent, and J.P. Morgan Securities Inc. and Citigroup
Global Markets Inc., as co-lead arrangers and joint bookrunners. Pursuant to
the terms of the Amendment, the "required lenders" (as defined in the Loan
Agreement) amended certain provisions of the Loan Agreement to the extent such
provisions prohibited a prepayment of the loans thereunder prior to June 15,
2006. In connection with the Amendment, the Company agreed, to the extent such
prepayment is made, to pay to each lender executing the Amendment on or prior
to 5:00 p.m., February 15, 2006, a consent fee equal to 1.00% of the principal
amount of such lender's loans.
SIGNATURE
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.
HEALTHSOUTH CORPORATION
By: /s/ GREGORY L. DOODY
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Name: Gregory L. Doody
Title: Executive Vice President,
General Counsel and Secretary
Date: February 21, 2006