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~~The ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported):~~1934 ~~April 20, 2017~~

Date of Report (Date of earliest event reported): May 8, 2017 (May 4, 2017)

IASIS HEALTHCARE LLC

(Exact name of registrant as specified in its charter)

Delaware

333-117362

20-1150104

(State or other jurisdiction

of organization)

(Commission

File Number)

(IRS Employer

Identification No.)

117 Seaboard Lane, Building E

Franklin, Tennessee

37067

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (615) 844-2747

Not Applicable

(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 (see General Instructions A.2. below):

☐	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 21.~~02.~~01 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

~~The~~Term ~~information~~Loan ~~in this Report is furnished pursuant to Item 2~~Amendment.02 of this Form 8-K. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

On ~~April~~May 204, 2017, IASIS Healthcare LLC (the “Company”), ~~released~~IASIS ~~preliminary~~Healthcare ~~financial~~Corporation (“Holdings”), certain of their subsidiaries, the lenders party thereto, JPMorgan Chase Bank, N.A., as the Additional Term B-3 Lender (as defined therein), Wilmington Trust, National Association, as administrative agent (the “Term Agent”), and ~~operating~~the ~~results~~other ~~for~~agents named therein entered into an Amendment No. 4 (“Term Amendment No. 4”) to the ~~fiscal~~Amended and Restated Credit Agreement, dated as of May 3, 2011, as amended as of February 17, 2016, among ~~second~~the ~~quarter~~Company, ~~ended~~Holdings, ~~March~~the Term Agent, and each lender from time to time party thereto (as further amended by Term Amendment No. 314, ~~2017~~the “Amended and Restated Credit Agreement” and the facility provided thereunder, the “Term Loan Facility”).

~~IASIS~~Pursuant ~~expects~~to ~~consolidated~~Term ~~revenue~~Amendment toNo. 4, beall ~~between~~of ~~$835~~the ~~million~~then-outstanding term loans under the Amended and ~~$845~~Restated ~~million~~Credit Agreement ~~for~~were refinanced with term loans (the ~~quarter ended~~“Term ~~March~~B-3 Loans”) maturing on February 3117, ~~2017~~2021, subject to, if earlier, a springing maturity date of 91 days prior to the maturity date of the 8.375% ~~Earnings~~senior notes due 2019 (~~loss~~the “Senior Notes”) ~~from~~issued ~~continuing~~pursuant ~~operations~~to ~~before~~the ~~income~~Company’s ~~taxes~~Indenture, isdated ~~anticipated~~as toof beMay 3, ~~between~~2011, aby $2and ~~million~~among ~~loss~~the Company, Holdings and ~~earnings~~The Bank of $3New ~~million~~York ~~for~~Mellon ~~the~~Trust ~~quarter~~Company, ~~ended~~N.A., ~~March 31~~as Trustee (the “Indenture”), ~~2017~~if any of the Senior Notes remains outstanding as of such date. ~~Adjusted~~The ~~EBITDA~~interest israte ~~anticipated~~margins applicable to ~~be between~~the ~~$58~~Term ~~million~~B-3 ~~and~~Loans ~~$63~~are ~~million~~4.00%, for LIBOR-based loans, and ~~normalized~~3.00%, ~~adjusted~~for ~~EBITDA~~base israte loans, ~~anticipated~~with toa beLIBOR ~~between~~floor ~~$71~~of ~~million~~1.25%. ~~and~~Term ~~$76~~Amendment ~~million~~No. 4 also provides for a soft call prepayment premium applicable to certain repricing transactions involving the ~~quarter~~outstanding ~~ended~~Term ~~March~~B-3 Loans. The soft call premium equals 1% of the amount of the Term B-3 Loans that are subject to certain repricing transactions occurring on or prior to May 314, ~~2017~~2018.

~~The~~In ~~Company’s~~addition, ~~preliminary~~certain ~~operating~~of ~~results~~the ~~are~~baskets ~~based~~available onto ~~information~~the ~~currently~~Company ~~available~~under tothe ~~management~~negative covenants in its Amended and Restated Credit Agreement are suspended ~~subject~~under tothe ~~finalization~~Amended of and Restated Credit Agreement until such time, if any, as the Company’s ~~standard~~has ~~financial~~consummated ~~and~~a ~~accounting~~qualifying ~~quarter~~underwritten ~~end~~public ~~close~~offering and ~~review~~achieved ~~procedures~~a specified total gross leverage ratio.

~~Forward~~The ~~Looking~~foregoing ~~Statements~~description of Term Amendment No. 4 and the Amended and Restated Credit Agreement is a general description and is qualified in its entirety by reference to the full text of Term Amendment No. 4, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

~~Some~~Revolver ~~of the statements we make in this press release are forward-looking within the meaning of the federal securities laws, which are intended to be covered by the safe harbors created thereby~~Amendment. Those forward-looking statements include all statements that are not historical statements of fact and those regarding the Company’s intent, belief or expectations including, but not limited to, future financial and operating results, the Company’s plans, objectives, expectations and other statements that are not historical facts. Forward-looking statements involve known and unknown risks and uncertainties that may cause actual results in future periods to differ materially from those anticipated in the forward-looking statements. These risk factors and uncertainties are more fully described in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016, as filed with the Securities and Exchange Commission. In addition, the Company cautions that the preliminary results for the second quarter ended March 31, 2017 set forth in this press release are given as of the date hereof based on information currently available to management and are subject to revision based upon finalization of the Company’s standard financial and accounting quarter end close and review procedures.

~~Although~~On weMay 4, ~~believe~~2017, ~~that~~ the ~~assumptions~~Company, ~~underlying~~Holdings, the ~~forward-looking~~lenders ~~statements~~party ~~contained~~to inthe ~~this~~Existing ~~press release~~Revolving ~~are~~Credit ~~reasonable,~~Agreement ~~any~~(as ofdefined ~~these~~below) ~~assumptions~~as ~~could~~of ~~prove~~such todate, JPMorgan beChase ~~inaccurate~~Bank, ~~and~~N.A., ~~therefore,~~as ~~there~~administrative ~~can~~agent be(the no“Revolver ~~assurance~~Agent”), ~~that~~and the ~~forward-looking~~other ~~statements~~agents ~~included~~named intherein, ~~this~~entered ~~press~~into ~~release~~an ~~will~~amendment ~~prove~~(“Revolver toAmendment ~~be accurate~~No. 1”) Into ~~light of~~ the ~~significant uncertainties~~Revolving ~~inherent~~Credit inAgreement, ~~the~~dated ~~forward-looking~~as ~~statements~~of February 17, ~~included~~2016 ~~herein,~~(the ~~you~~“Existing ~~should~~Revolving ~~not~~Credit ~~regard~~Agreement” and, the ~~inclusion~~Existing ofRevolving ~~such~~Credit ~~information~~Agreement, as aamended ~~representation~~ by ~~the~~Revolver ~~Company~~Amendment orNo. 1, ~~any~~the ~~other~~“Revolving ~~person~~Credit ~~that~~Agreement”), among the Company’s, ~~objectives~~Holdings, ~~and plans will be achieved.~~the Welenders ~~undertake~~party nothereto ~~obligation to publicly release any revisions to any forward-looking statements contained herein to reflect events~~ and ~~circumstances occurring after~~ the ~~date~~Revolver ~~hereof or to reflect the occurrence of unanticipated events~~Agent.

~~Non-GAAP~~Pursuant ~~Financial~~to ~~Measures~~Revolver Amendment No. 1, the loans under the Revolving Credit Agreement mature in February 2021 (the “Stated Revolver Maturity Date”), provided that, if prior to the Stated Revolver Maturity Date, (x) any loans are outstanding under the Term Loan Facility on the date that is 91 days prior to the maturity date of at least $100 million of loans under the Term Loan Facility (such date, the “Springing Term Maturity Date”) or (y) any Senior Notes are outstanding under the Indenture on the date that is 91 days prior to the maturity date under the Indenture (such date, the “Springing Notes Maturity Date”), then the maturity date will automatically become the earlier of the Springing Term Maturity Date or the Springing Notes Maturity Date.

~~Adjusted~~The ~~EBITDA~~foregoing ~~and~~description normalized adjusted EBITDA are each non-GAAP financial measures. Adjusted EBITDA represents net earnings (loss) from continuing operations before net interest expense, income tax expense (benefit), depreciation and amortization, stock-based compensation, gain (loss) on disposal of ~~assets,~~Revolver ~~and~~Amendment ~~management fees~~No. 1 ~~Management fees represent monitoring~~ and ~~advisory~~the ~~fees paid~~Revolving toCredit ~~management~~Agreement ~~companies~~is ~~affiliated~~a ~~with~~general ~~TPG~~description and ~~JLL.~~is ~~Normalized~~qualified ~~adjusted~~in ~~EBITDA represents adjusted EBITDA before certain specified items, including losses associated with the Company’s Arizona health insurance marketplace exchange plan,~~its ITentirety ~~conversion~~by ~~related~~reference ~~costs,~~to ~~advisory, legal and other regulatory costs, costs associated with systems improvement efforts at~~ the ~~Company’s~~full ~~Houston~~text ~~operations, and prior period development~~ of ~~medical~~Revolver ~~malpractice~~Amendment ~~claims~~No. 1, ~~Management~~which ~~routinely calculates and communicates adjusted EBITDA and believes that it~~ is ~~useful~~filed ~~to investors because it is commonly used~~ as anExhibit ~~analytical~~10.2 ~~indicator within the healthcare industry~~ to ~~evaluate~~this ~~performance,~~Current ~~allocate~~Report ~~resources and measure leverage capacity and debt service ability. In addition, the Company uses adjusted EBITDA as a measure of financial and operating performance for its business segments and~~ on aForm ~~consolidated~~8-K ~~basis~~ and ~~for~~incorporated ~~incentive~~herein ~~compensation purposes. In addition, management believes that the presentation of normalized adjusted EBITDA assists investors in evaluating the Company’s ongoing operational performance~~ by ~~excluding the impact of certain items that the Company believes may not be reflective of underlying business performance~~reference. Neither adjusted EBITDA nor normalized adjusted EBITDA should be considered as a measure of financial performance under generally accepted accounting principles, and the items excluded from such measures are significant components in understanding and assessing financial performance. Neither adjusted EBITDA nor normalized adjusted EBITDA should be considered in isolation or as an alternative to net earnings, cash flows generated by operating, investing, or financing activities or other financial statement

~~data~~Item ~~presented~~2.03 inCreation ~~the~~of ~~consolidated~~a ~~financial~~Direct ~~statements~~Financial asObligation ~~an indicator of financial performance~~ or ~~liquidity.~~an ~~Adjusted~~Obligation ~~EBITDA and normalized adjusted EBITDA, as presented, differ from “adjusted EBITDA” as defined~~ under ~~the~~an ~~Company’s~~Off-Balance ~~senior~~Sheet ~~secured~~Arrangement ~~credit agreements and may not be comparable to similarly titled measures~~ of ~~other~~a ~~companies~~Registrant.

~~Adjusted~~The EBITDA and normalized adjusted EBITDA, as used in our preliminary results for the second quarter ended March 31, 2017, will be reconciled to net earnings (loss) from continuing operations, the most comparable GAAP measure, in our subsequent press release with complete financial results for this quarter, with adjustments similar to those described in the reconciliation contained within our earnings release relating to our first quarter ended December 31, 2016, which was furnished with the Form 8-K that we filed with the SEC on February 10, 2017. We have not provided preliminary results in this release for net earnings (loss) from continuing operations, determined in accordance with GAAP, or a reconciliation of our preliminary results to such GAAP measure, because we are not able provide such information orset ~~reconciliation~~forth ~~without unreasonable effort due to our inability to predict with reasonable certainty the amount or nature of all items (including income tax expense (benefit)) that will be included~~ in ~~our net earnings (loss) from continuing operations for the second quarter ended March~~Item ~~31, 2017~~1.01 ~~As such, the Company~~ is ~~unable~~incorporated toby ~~address~~reference ~~the~~into ~~probable~~this ~~significance of the unavailable items, which depend on many factors and could have a material impact on our net earnings (loss) from continuing operations for the second quarter ended March~~Item ~~31, 2017~~2.03.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

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.


Exhibit		Description

10.1		Amendment No. 4, dated as of May 4, 2017, among IASIS Healthcare LLC, IASIS Healthcare Corporation and the other guarantors party thereto, the lenders party thereto, Wilmington Trust, National Association, as administrative agent, and JPMorgan Chase Bank, N.A., as the Additional Term B-3 Lender (as defined therein) and attached thereto as Exhibit A, the Amended and Restated Credit Agreement, dated as of May 3, 2011 as amended as of May 4, 2017, among IASIS Healthcare LLC, IASIS Healthcare Corporation, Wilmington Trust, National Association, as administrative agent and collateral agent, and each lender from time to time party thereto.

10.2		Amendment No. 1, dated as of May 4, 2017, among IASIS Healthcare LLC, IASIS Healthcare Corporation and the other guarantors party thereto, the lenders as of the date thereof and JPMorgan Chase Bank, N.A., as administrative agent, and attached thereto as Exhibit A, the Revolving Credit Agreement, dated as of February 17, 2016 as amended as of May 4, 2017, among IASIS Healthcare LLC, IASIS Healthcare Corporation, JPMorgan Chase Bank, N.A., as administrative agent, swing line lender and L/C Issuer and each lender from time to time party thereto.

~~IASIS~~SIGNATURES ~~HEALTHCARE LLC By: /s/ John M. Doyle John M. Doyle Chief Financial Officer~~

~~Date: April~~Pursuant 20to the requirements of the Securities Exchange Act of 1934, ~~2017~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	IASIS HEALTHCARE LLC

	By:	/s/ John M. Doyle
		John M. Doyle
		Chief Financial Officer

Date: May 8, 2017

EXHIBIT INDEX


Exhibit		Description

10.1		Amendment No. 4, dated as of May 4, 2017, among IASIS Healthcare LLC, IASIS Healthcare Corporation and the other guarantors party thereto, the lenders party thereto, Wilmington Trust, National Association, as administrative agent, and JPMorgan Chase Bank, N.A., as the Additional Term B-3 Lender (as defined therein) and attached thereto as Exhibit A, the Amended and Restated Credit Agreement, dated as of May 3, 2011 as amended as of May 4, 2017, among IASIS Healthcare LLC, IASIS Healthcare Corporation, Wilmington Trust, National Association, as administrative agent and collateral agent, and each lender from time to time party thereto.

10.2		Amendment No. 1, dated as of May 4, 2017, among IASIS Healthcare LLC, IASIS Healthcare Corporation and the other guarantors party thereto, the lenders as of the date thereof and JPMorgan Chase Bank, N.A., as administrative agent, and attached thereto as Exhibit A, the Revolving Credit Agreement, dated as of February 17, 2016 as amended as of May 4, 2017, among IASIS Healthcare LLC, IASIS Healthcare Corporation, JPMorgan Chase Bank, N.A., as administrative agent, swing line lender and L/C Issuer and each lender from time to time party thereto.

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