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 ~~August~~September 13, 2019.

NOBILIS HEALTH CORP.

(Exact name of registrant as specified in its charter)



British Columbia	001-37349	98-1188172
(State or other jurisdiction of	(Commission File	(IRS Employer Identification No.)
incorporation)	Number)



11700 Katy Freeway, Suite 300, Houston, Texas	77079
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (281) 925-0950

N/A

(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~~Securities ~~1.01~~registered ~~Entry~~pursuant ~~Into~~to ASection ~~Materially~~12(b) ~~Definitive~~of ~~Agreement.~~the Act:

~~Fourth~~Title ~~Forbearance~~of ~~Agreement~~ each class Trading symbol(s) Name of each exchange on which registered Common Shares, no par value HLTH NYSE American

OnIndicate ~~August~~by 1,check ~~2019,~~mark ~~Nobilis~~whether ~~Health Corp. (~~the ~~“Company”),~~Registrant is an ~~indirect~~emerging ~~subsidiary,~~growth ~~Northstar~~company ~~Healthcare Acquisitions, L.L.C.,~~ as ~~Borrower,~~defined ~~and~~in ~~certain~~Rule ~~subsidiaries~~405 of the ~~Company,~~Securities asAct ~~guarantors~~of ~~(collectively,~~1933 ~~the “Loan Parties”) entered into a Fourth Forbearance Agreement~~ (~~the~~§230.405 ~~“Fourth~~of ~~Forbearance~~this ~~Agreement ”~~chapter), ~~dated~~or ~~effective~~Rule as12b-2 of ~~July 31, 2019, with respect to~~ the ~~Company’s~~Securities ~~Credit~~Exchange ~~Agreement~~Act ~~dated~~of ~~October~~1934 ~~28, 2016, as amended~~ (~~the~~§240.12b-2 ~~“Credit~~of ~~Agreement”)~~this ~~with BBVA Compass Bank as Administrative Agent, LC Issuing Lender and Swingline Lender and other lenders party thereto (the “Lenders”~~chapter).

AsEmerging ~~previously~~growth reported, the Loan Parties, Administrative Agent and certain of the Lenders had entered into that certain Limited Conditional Forbearance Agreement, dated effective as of March 31, 2019 (the “First Forbearance Agreement ”), pursuant to which the Administrative Agent and Lenders agreed to forbear, during the Forbearance Period (as defined in the First Forbearance Agreement, the “First Forbearance Period ”), which expired on April 30, 2019, from (a) demanding payment in full of all obligations (including principal, interest, fees, and expense, or any other amount due under the Credit Agreement or other loan documents) and (b) exercising their respective rights and remedies with respect to or arising out of the events of default that occurred as a result of Borrower under the Credit Agreement (i) failing to comply with financial covenants of the Credit Agreement, (ii) making certain Restricted Payments (collectively (i) and (ii), the “Specified Defaults ”), (iii) failing to comply with the requirements of Section 6.12(a) of the Credit Agreement in respect to NHC Network, LLC, (iv) failing to cause Nobilis Vascular Texas, LLC, an indirect subsidiary of the Borrower, to make payments when due under a promissory note (collectively (iii) and (iv), the “Disputed Specified Defaults”), (v) failing to pay a certain demand invoice from the Administrative Agent, delivered to the Borrower on or about March 5, 2019, (vi) failing to comply with the requirements of the Credit Agreement regarding the disposition of equity interest in a former indirect subsidiary, (vii) failing to pay the principal payments that became due on March 29, 2019, under the Credit Agreement, and (viii) failing to pay interest that became due on March 26, 2019, and on March 29, 2019, under the Credit Agreement (collectively (v), (vi), (vii), and (viii) the “Additional Events of Default” and, together with the Specified Defaults and Disputed Specified Defaults, the “Initial Specified Events of Default”).company ☒

~~Also,~~If asan ~~previously~~emerging ~~reported,~~growth ~~the Loan Parties~~company, ~~Administrative~~indicate ~~Agent~~by ~~and~~check ~~certain~~mark ofif the ~~Lenders~~Registrant ~~had~~has ~~entered~~elected ~~into~~not ~~that certain Second Limited Conditional Forbearance Agreement, dated effective as of April 30, 2019 (the “Second Forbearance Agreement”), pursuant~~ to ~~which~~use the ~~Administrative~~extended ~~Agent~~transition ~~and~~period ~~Lenders~~for ~~agreed~~complying towith forbear, during the Forbearance Period (as defined in the Second Forbearance Agreement, the “Second Forbearance Period”), which expired on June 14, 2019, from (a) demanding payment in full of all obligations (including principal, interest, fees, and expense, or any ~~other~~new ~~amount due under the Credit Agreement~~ or ~~other~~revised ~~loan~~financial ~~documents)~~accounting ~~and~~standards ~~(b)~~provided ~~exercising~~pursuant ~~their~~to ~~respective~~Section ~~rights and remedies under the Credit Agreement or other comparable provisions of the other loan documents solely as a result of~~ 13(ia) ~~the existence and continuation~~ of the ~~Initial~~Exchange Specified Events of Default and (ii) the Borrower failing to pay the LC Fee that became due and payable on April 10, 2019 under the Credit Agreement (together with the Initial Specified Events of Default, the “ Second Specified Events of Default”)Act. ☐

~~Also,~~Item as3.01 Notice ~~previously reported, the Loan Parties, Administrative Agent and certain~~ of ~~the~~Delisting ~~Lenders~~or ~~had~~Failure ~~entered into that certain Third Limited Conditional Forbearance Agreement, dated effective as of June 14, 2019 (the “Third Forbearance Agreement”), pursuant~~ to ~~which~~Satisfy the Administrative Agent and Lenders agreed to forbear, during the Forbearance Period (as defined in the Third Forbearance Agreement, the “Third Forbearance Period”), which expired on July 31, 2019, from (a) ~~demanding~~Continued ~~payment~~Listing inRule ~~full of all obligations (including principal, interest, fees, and expense,~~ or ~~any~~Standard; ~~other~~Transfer ~~amount due under the Credit Agreement or other loan documents) and (b) exercising their respective rights and remedies under the Credit Agreement and other comparable provisions~~ of the other Loan Documents solely as a result of (i) the existence and continuation of the Second Specified Events of Default and (ii) Borrowers’ decision to not pay the principal payments that became due on June 28, 2019, under the Credit Agreement (together with the Second Specified Events of Default, the “Specified Events of Default”)Listing.

~~Pursuant~~As topreviously ~~the~~reported, ~~terms~~on ofNovember ~~the Fourth Forbearance Agreement~~15, ~~the Administrative Agent and Lenders have agreed that they will forbear~~2018, ~~during~~Nobilis ~~the~~Health ~~Forbearance~~Corp. ~~Period~~ (asthe ~~defined below~~“Company”), ~~from~~received (a) ~~demanding~~notice ~~payment~~from inthe ~~full~~NYSE ofAmerican ~~all~~LLC ~~obligations~~ (~~including~~“NYSE”) ~~principal,~~that ~~interest, fees, and expense, or any other amount due under~~ the ~~Credit~~Company ~~Agreement~~was ornot ~~other~~in ~~Loan~~compliance ~~Documents)~~with ~~and~~NYSE’s ~~(b)~~continued ~~exercising~~listing ~~their~~standards ~~respective rights and remedies~~ under the ~~Credit~~timely ~~Agreement~~filing ~~and~~criteria ~~other~~established ~~comparable~~in ~~provisions~~Section 1007 of the ~~other~~NYSE ~~Loan~~American ~~Documents~~Company ~~solely~~Guide, as a result of the ~~existence~~Company’s ~~and~~failure ~~continuation~~to oftimely ~~the~~file ~~Specified~~its ~~Events~~Quarterly ofReport ~~Default.~~on ~~The~~Form ~~forbearance~~10-Q ~~period~~for ~~under~~ the ~~Fourth~~three ~~Forbearance~~months ~~Agreement~~ended ~~(the~~September ~~“Fourth~~30, ~~Forbearance~~2018. ~~Period”)~~Under ~~will~~NYSE ~~expire~~rules, on the ~~earliest~~Company towas ~~occur~~provided ofa ~~(i)~~six-month ~~the~~period ~~occurrence~~to ofcorrect anits ~~Event~~filing ofdelinquency ~~Default~~and ~~under~~requested ~~the~~to ~~Super~~submit ~~Priority Credit Agreement, in each case during the Fourth Forbearance Period other than (~~a) ~~the~~plan ~~Specified Events~~ of ~~Default~~compliance oraddressing ~~(b)~~how ~~any~~it ~~Event~~intended ofto ~~Default~~regain ~~that~~compliance ~~occurs~~with ~~due to~~ the ~~failure~~continued oflisting ~~the~~standards. ~~Loan~~On ~~Parties~~May to16, ~~comply~~2019, ~~with~~ the ~~certain~~Company ~~financial~~was ~~covenants~~notified ~~contained~~by inNYSE ~~Section~~that ~~7.11~~NYSE ofRegulation ~~the~~had ~~Credit~~accepted ~~Agreement,~~the ~~(ii) any Loan Party~~Company’s ~~actual~~plan ~~knowledge~~to ofregain ancompliance ~~Event~~with ~~of Default (other than~~ the ~~Specified~~continued ~~Events~~listing ofstandards ~~Default)~~and ~~that~~granted ~~occurred~~an ~~prior~~extension toof the ~~Fourth~~cure ~~Forbearance~~period ~~Period~~through ~~and~~August ~~that~~31, ~~has~~2019, ~~not~~subject ~~been~~to ~~cured~~periodic ~~within~~review ~~three~~by ~~business~~NYSE ~~days~~Regulation offor acompliance ~~Loan~~with ~~Party~~adherence ~~obtaining~~to ~~actual~~the ~~knowledge~~milestones ofset ~~such~~forth ~~Event~~in ofthe ~~Default~~Company’s ~~and (iii) August 30, 2019~~plan.

~~The~~On ~~forgoing~~September ~~descriptions~~3, of2019, the ~~First~~Company ~~Forbearance~~received ~~Agreement,~~a notice from the ~~Second~~NYSE ~~Forbearance~~that, ~~Agreement~~based on the foregoing, the ~~Third~~Company’s ~~Forbearance~~common ~~Agreement~~shares ~~and~~were subject to delisting proceedings. Although the ~~Fourth~~NYSE ~~Forbearance~~provided ~~Agreement~~the ~~are~~Company ~~qualified~~limited inrights ~~their~~to ~~entirety~~seek bya ~~reference~~review of such determination within seven days after receiving the notice, the Company has elected not to seek any such review or otherwise appeal the ~~full~~NYSE’s ~~text~~determination. Trading in the Company’s common shares was suspended following the close of the ~~First~~NYSE ~~Forbearance~~market ~~Agreement~~on September 3, 2019. At this time, the Company expects that the NYSE could file a ~~copy~~Form 25 to delist the Company’s common shares as early as September 11, 2019, following the conclusion of the seven-day review and appeal period, which ~~was~~filing ~~previously~~would ~~filed~~become aseffective ~~Exhibit~~with ~~10.1~~respect to the delisting on September 23, 2019. However, the Form 25 filing will not cause the removal of the Company’s ~~Current~~common ~~Report~~shares onfrom ~~Form~~registration ~~8-K~~under ~~filed~~the ~~April~~Securities 9Exchange Act of 1934, ~~2019~~as amended (the “Exchange Act”), and the Company will remain subject to the periodic reporting requirements of the Exchange Act.

~~the~~The ~~Second~~Company ~~Forbearance~~expects ~~Agreement,~~that aits ~~copy~~common ofshares ~~which~~will ~~was~~become ~~previously~~eligible ~~filed~~for asquotation ~~Exhibit~~on ~~10.1 to~~ the ~~Company’s Current Report on Form 8~~over-~~K filed on May 29, 2019,~~ the-counter ~~Third Forbearance Agreement~~markets, aalthough ~~copy~~there ~~of which~~ is ~~filed~~no assurance as ~~Exhibit 10.1~~ to ~~the~~when ~~Company’s~~trading ~~Current~~may ~~Report~~commence onor ~~Form~~that ~~8-K~~an ~~filed~~active onmarket ~~June~~in ~~21, 2019, and~~ the ~~Fourth~~common ~~Forbearance~~shares ~~Agreement,~~will ~~a copy of which is filed as Exhibit 10~~develop.~~1 to this Current Report on Form 8-K, and each of which are incorporated herein by reference.~~

~~First~~Item ~~Limited~~5.02 Departure ~~Conditional~~of ~~Waiver~~Directors ~~and~~or ~~Amendment~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnEffective ~~August~~as 1,of ~~2019,~~September ~~the Company~~6, Borrower, and certain subsidiary guarantors entered into the Amendment No. 1 (the “Amendment”) and First Limited Conditional Waiver (the “Waiver”) with respect to the Company’s Super Priority Credit Agreement dated May 22, 2019 ~~(the “Super Priority Credit Agreement”)~~, ~~with~~Brandon ~~BBVA~~Moreno ~~Compass~~resigned ~~Bank, in its capacity~~ as ~~Super Priority Agent (~~the ~~“Super~~Chief ~~Priority~~Financial ~~Agent”),~~Officer ~~and certain~~ of ~~the~~Nobilis ~~Lenders,~~Health inCorp. ~~their capacities as super priority lenders~~ (the “~~Super Priority Lenders~~Company”). ~~The Waiver~~ and ~~Amendment~~Marissa ~~has~~Arreola anresigned ~~effective~~as ~~date of July 31, 2019. Pursuant to~~ the ~~Waiver,~~Chief ~~the~~Legal ~~Super~~Officer ~~Priority Lenders agreed to a limited waiver~~ of ~~certain specified defaults with respect to (a) Section 8.1(e) of~~ the Super Priority Credit Agreement resulting from Borrower’s failure to comply with certain financial covenants contained in the Third Forbearance Agreement and (b) the Borrower’s failure to comply with financial covenants set forth in Section 7Company.11 of the Super Priority Credit Agreement (collectively, the “Specific Defaults”). The Waiver terminates on the earlier to occur of (a) the occurrence of an Event of Default other than the Specific Defaults, (b) any Loan Party’s actual knowledge of an Event of Default (other than the Specific Defaults) that occurred prior to the Waiver Period and that have not been cured with three Business Days of a Loan Party obtaining actual knowledge of such Event of Default, and (c) August 30, 2019, after the earliest of which such Specific Defaults shall spring back into existence.

The Amendment modifies the definition of Maturity Date by removing July 31, 2019 and inserting the new date of August 30, 2019 into the definition. The Amendment also modifies the Transaction Covenants contained in Section 6.48 of the Super Priority Credit Agreement by extending the timeline to close the refinance or sale transaction(s) with respect to the Assets from on or before June 23, 2019, to on or before August 23, 2019, upon obtaining the written consent of the Super Priority Agent and the necessary Super Priority Lenders.

This summary of the Waiver and the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Waiver and the Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and which is incorporated by herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

INDEX TO EXHIBITS

Exhibit
Number		Description of Exhibit
10.1		Fourth Limited Conditional Forbearance Agreement, dated effective as July 31, 2019.
10.2		Limited Conditional Waiver and Amendment No. 1 to Super Priority Credit Agreement, dated effective as of July 31, 2019.

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.

NOBILIS HEALTH CORP. /s/ ~~Brandon~~Daniel ~~Moreno~~Wiggins ~~Brandon~~Daniel ~~Moreno~~Wiggins Chief ~~Financial~~Restructuring Officer Date: ~~August~~September 59, 2019

Filing Compare · Nobilis Health Corp.