UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 247, 2013

EMERGENCY MEDICAL SERVICES CORPORATION

(Exact name of each registrant as specified in its charter)

Delaware

001-32701

333-127115

20-3738384

20-2076535

(State or other jurisdiction
of incorporation)

(Commission
File Numbers)

(IRS Employer
Identification Nos.)

6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado

(Address of principal executive offices)

80111

(Zip Code)

(303) 495-1200 (Registrants’ telephone number, including area code)

(Registrants’ telephone number, including area code)

(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 registrants under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Section 2~~Item —1.01 ~~Financial~~Entry ~~Information~~into a Material Definitive Agreement.

~~Item~~On February 7, 2013, Emergency Medical Services Corporation (the “Company”) entered into a First Amendment (the “Amendment”) to the credit agreement, dated as of May 25, 2011 (as amended, the “Term Loan Credit Agreement”), among the Company, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other financial institutions and lenders from time to time party thereto, providing for a senior secured term loan facility (the “Term Loan Facility”). Under the Amendment, the Company incurred an additional $150 million in incremental borrowings under the Term Loan Facility, the proceeds of which were used to pay down the Company’s asset-based credit facility. In addition, the rate at which the loans under the Term Loan Credit Agreement bear interest was amended to equal (i) the higher of (x) the rate for deposits in U.S. dollars in the London interbank market (adjusted for maximum reserves) for the applicable interest period (“LIBOR rate”) and (y) 1.00%, plus, in each case, 3.00% (with a step-down to 2.0275% ~~Results~~in the event that the Company meets a consolidated first lien net leverage ratio of ~~Operations~~2.50:1.00), or (ii) the alternate base rate, which will be the highest of (w) the corporate base rate established by the administrative agent from time to time, (x) 0.50% in excess of the overnight federal funds rate, (y) the one-month LIBOR rate (adjusted for maximum reserves) plus 1.00% and ~~Financial~~(z) 2.00%, ~~Condition~~plus, in each case, 2.00% (with a step-down to 1.75% in the event that the Company meets a consolidated first lien net leverage ratio of 2.50:1.00).

~~See~~The ~~statement~~foregoing description of the Amendment is qualified in ~~Item~~its 7entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.011 ~~below~~to this Current Report on Form 8-K and incorporated herein by reference.

Item 72.0103 ~~Regulation~~Creation FDof ~~Disclosure~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

InThe ~~connection~~information ~~with~~set ~~(i) repricing~~forth the existing senior secured term loan facility (the “Term Loan Facility”) of Emergency Medical Services Corporation (the “Registrant” or “EMSC”), and (ii) raising $150 million of incremental term loan commitments in ~~the~~Item ~~Term Loan Facility, the following information was provided to lenders~~1. ~~Such~~01 ~~information is contained~~ in ~~Exhibit 99.1~~this toCurrent ~~this~~Report ~~report~~on ~~and~~Form 8-K is incorporated ~~herein~~ by reference. ~~EMSC~~into isthis ~~also considering~~Item ~~a separate transaction following the repricing of its Term Loan Facility to increase commitments under its existing senior secured asset-based revolving credit facility by $100 million~~2.03.

~~Non-GAAP~~Item ~~Measures~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Included~~Effective inFebruary 13, ~~this~~2013, ~~report~~the ~~are~~board ~~presentations~~ of ~~Expected~~directors ~~Reported Adjusted EBITDA, which is defined as expected net income attributable to EMSC before equity in earnings~~ of ~~unconsolidated~~the ~~subsidiary,~~Company ~~income~~promoted ~~tax~~Todd ~~expense~~Zimmerman, ~~interest~~President ~~and~~of ~~other~~the ~~income~~Company’s ~~(expense),~~EmCare ~~loss~~subsidiary ~~on early debt extinguishment, realized gain~~ (~~loss~~“EmCare”) onand ~~investments,~~Executive ~~interest~~Vice ~~expense,~~President ~~equity-based~~of ~~compensation,~~the ~~related party management fee~~Company, ~~restructuring~~to ~~charges,~~also ~~depreciation~~serve ~~and~~as ~~amortization~~EmCare’s ~~expense~~Chief ~~and~~Executive ~~net~~Officer. Mr. Zimmerman ~~income~~will ~~attributable~~continue to ~~noncontrolling~~report ~~interest,~~to ~~and~~William ~~Pro~~A. ~~Forma Expected Adjusted EBITDA~~Sanger, ~~which~~the isCompany’s ~~Expected~~Chief ~~Reported~~Executive ~~Adjusted~~Officer, ~~EBITDA~~in asthis ~~further adjusted for the acquisitions specified herein~~capacity. ~~Expected~~In ~~Reported~~connection ~~Adjusted~~with ~~EBITDA is a measure commonly used by management and investors as performance measures and liquidity indicators~~Mr. Zimmerman’s ~~Expected~~expanded ~~Reported~~responsibilities, ~~Adjusted~~the ~~EBITDA~~Compensation ~~and~~Committee ~~Pro~~of ~~Forma~~the ~~Expected~~Board ~~Adjusted EBITDA are not considered measures~~ of ~~financial~~the ~~performance~~Company ~~under~~(the ~~U.S.~~“EMSC ~~generally~~Compensation ~~accepted accounting principles (“GAAP~~Committee”) ~~and~~approved ~~the~~an ~~items~~annual ~~excluded~~base ~~therefrom~~salary ~~are~~increase ~~significant~~for ~~components in understanding and assessing EMSC’s financial performance~~Mr. ~~Expected~~ Zimmerman ~~Reported~~from ~~Adjusted~~$605,383 ~~EBITDA and Pro Forma Expected Adjusted EBITDA should not be considered in isolation or as an alternative~~ to ~~such GAAP measures as net income~~$650,000, ~~cash~~with ~~flows~~a ~~provided~~retroactive byeffective ordate ~~used~~of ~~in operating~~January 1, ~~investing~~2013. The orCompensation ~~financing~~Committee ~~activities~~of orthe ~~other~~Board ~~financial~~of ~~statement~~CDRT ~~data~~Holding ~~presented~~Corporation, inthe ~~EMSC~~Company’s ~~consolidated~~parent ~~financial~~company ~~statements~~(the as“CDRTH anCompensation ~~indicator~~Committee”), ofalso ~~financial~~granted ~~performance or liquidity~~Mr. ~~Since~~ Zimmerman ~~Expected~~5,963 ~~Reported~~options ~~Adjusted~~to ~~EBITDA~~purchase ~~and~~common ~~Pro~~stock ~~Forma Expected Adjusted EBITDA are not measures determined~~ in ~~accordance~~CDRT ~~with~~Holding ~~GAAP~~Corporation ~~and~~(the ~~are~~“Options”). All ~~susceptible~~of tothe ~~varying~~Options ~~calculations,~~will ~~these~~vest ~~measures,~~ratably asin ~~presented,~~annual ~~may~~installments ~~not~~over bethe ~~comparable~~three-year toperiod ~~other~~from ~~similarly~~the ~~titled~~date ~~measures~~ of ~~other companies~~grant.

~~Forward-Looking Statements~~2

Certain statements and information in this report may be deemed to be “forward looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to EMSC’s objectives, plans and strategies, and all statements (other than statements of historical facts) that address activities, events or developments that EMSC intends, expects, projects, believes or anticipates will or may occur in the future, including Expected Reported Adjusted EBITDA, Pro Forma Expected Adjusted EBITDA, expected net income attributable to EMSC and expected net revenue. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Important factors

that could cause actual results, developments and business decisions to differ materially from such forward-looking statements are described in “Risk Factors” in EMSC’s filings with the SEC from time to time. Among the factors that could cause future results to differ materially from those provided herein are: the impact on EMSC’s revenue of changes in transport volume, mix of insured and uninsured patients, and third party reimbursement rates and methods; the adequacy of EMSC’s insurance coverage and insurance reserves; potential penalties or changes to EMSC’s operations if EMSC fails to comply with extensive and complex government regulation of EMSC’s industry; the impact of changes in the healthcare industry; EMSC’s ability to recruit and retain qualified physicians and other healthcare professionals, and enforce EMSC’s non-compete agreements with EMSC’s physicians; EMSC’s ability to generate cash flow to service EMSC’s debt obligations; the cost of capital expenditures to maintain and upgrade EMSC’s vehicle fleet and medical equipment; the loss of one or more members of EMSC’s senior management team; the outcome of government investigations of certain of EMSC’s business practices; EMSC’s ability to successfully restructure EMSC’s operations to comply with future changes in government regulation; the loss of existing contracts and the accuracy of EMSC’s assessment of costs under new contracts; the high level of competition in EMSC’s industry; EMSC’s ability to maintain or implement complex information systems; EMSC’s ability to implement EMSC’s business strategy; EMSC’s ability to successfully integrate strategic acquisitions; EMSC’s ability to comply with the terms of EMSC’s settlement agreements with the government; and risks related to other factors discussed in EMSC’s Annual Report on Form 10-K for the year ended December 31, 2011 and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Reconciliation of Expected Reported Adjusted EBITDA to Pro Forma Expected Adjusted EBITDA.
10.1		First Amendment to Credit Agreement, dated as of February 7, 2013, to the Credit Agreement, dated as of May 25, 2011, among Emergency Medical Services Corporation, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the several lenders from time to time party thereto.

SIGNATURES

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.

	EMERGENCY MEDICAL SERVICES CORPORATION
	EMERGENCY MEDICAL SERVICES
	CORPORATION
	(Registrant)
January 24, 2013	By:	/s/ Craig A. Wilson
February 13, 2013	By:	/s/ Craig A. Wilson
		Craig A. Wilson
		Senior Vice President and General Counsel

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