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
February 2, 2006
Date of Report (Date of earliest event reported)
Matria Healthcare, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 0-20619
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20-2091331 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 1850 Parkway Place, Marietta, GA
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30067 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
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 (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))
Item 1.01 Entry into a Material Definitive Agreement.
The information set forth under Item 2.03 of this Current Report is hereby incorporated in
this Item 1.01 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On January 19, 2006, Matria Healthcare, Inc. (“Matria”) entered into a credit
agreement with Bank of America, N.A., as administrative agent and collateral agent (the “First
Lien Credit Facility”), consisting of a $245 million Term Loan B facility (the “Term B
Facility”), a $125 million Term Loan C facility (the “Term C Facility”), and a $30
million revolving credit facility, and a second lien term loan facility pursuant to a term loan
agreement with Bank of America, N.A., as administrative agent and collateral agent (the “Second
Lien Credit Facility” and, together with the First Lien Credit Facility, the “Credit
Facilities”). The terms and conditions of the First Lien Credit Facilities are contained in
the Credit Agreement, dated January 19, 2006 (the “Credit Agreement”), by and among Matria,
certain of its domestic subsidiaries, as guarantors, the lenders from time to time party thereto,
and Bank of America, N.A., as issuing bank, swingline lender, administrative agent and collateral
agent, a copy of which is attached as Exhibit 10.1 to Matria’s Form 8-K filed on January 25, 2006.
The terms and conditions of the Second Lien Credit Facility are contained in the Term Loan
Agreement, dated January 19, 2006 (the “Term Loan Agreement”, and, together with the Credit
Agreement, the “Facility Agreements”), by and among Matria, certain of its domestic
subsidiaries, as guarantors, the lenders from time to time party thereto, and Bank of America,
N.A., as administrative agent and collateral agent, a copy of which is attached as Exhibit 10.2 to
Matria’s Form 8-K filed on January 25, 2006.
Effective February 2, 2006, Matria entered into amendments to both the Credit Agreement and
the Term Loan Agreement (the “Amendments”), copies of which are attached hereto as Exhibits
10.1.1 and 10.2.1, respectively. The Amendments provide for, among other things, a reallocation of
amounts outstanding under the Facility Agreements. Matria made a prepayment of $20 million under
the Term Loan Agreement and borrowed an additional $20 million under the Term B Facility which
bears interest at a lower rate. Due to the prepayment by Matria, the amount outstanding under the
Term B Facility increased from $245 million to $265 million, and the amount outstanding under the
Second Lien Facility was reduced from $85 million to $65 million. In addition, the Amendment to
the Credit Agreement provides for a reduction in the interest rate applicable to the Term B
Facility and the Term C Facility, as more fully described in Exhibit 10.1.1.
The Company believes it is in compliance with the covenants under the Facility Agreements, as
amended, as of February 2, 2006. The Company can give no assurance that it will continue to be in
compliance with the covenants under the Facility Agreements in the future or that if it fails to
comply, that it will be able to obtain amendments or waivers of such covenants on commercially
reasonable terms, if at all.