U.S. Physical Therapy Files 8-K with Material Agreements
Ticker: USPH · Form: 8-K · Filed: Oct 7, 2024 · CIK: 885978
Sentiment: neutral
Topics: material-agreement, equity-sale, regulation-fd
Related Tickers: USPH
TL;DR
USPH filed an 8-K on Oct 7 detailing material agreements and equity sales.
AI Summary
On October 7, 2024, U.S. Physical Therapy, Inc. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and a Regulation FD disclosure. The filing also contains financial statements and exhibits related to these events.
Why It Matters
This filing provides crucial updates on the company's financial and operational activities, including potential equity issuances and material agreements that could impact its future performance.
Risk Assessment
Risk Level: medium — The filing mentions unregistered sales of equity securities and material definitive agreements, which can introduce financial and operational risks.
Key Players & Entities
- U.S. Physical Therapy, Inc. (company) — Registrant
- October 7, 2024 (date) — Date of earliest event reported
- 713-297-7000 (phone_number) — Registrant's telephone number
- 1300 WEST SAM HOUSTON PARKWAY, SUITE 300, HOUSTON, Texas 77043 (address) — Principal Executive Offices
FAQ
What specific material definitive agreement did U.S. Physical Therapy, Inc. enter into?
The filing indicates the entry into a material definitive agreement but does not specify the details of the agreement in the provided text.
What was the nature of the unregistered sales of equity securities?
The filing confirms unregistered sales of equity securities occurred, but the specific details, such as the number of shares or price, are not provided in this excerpt.
What is the purpose of the Regulation FD Disclosure mentioned in the filing?
The Regulation FD Disclosure is part of the filing to ensure that material non-public information is broadly disseminated to the public, preventing selective disclosure.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing was on October 7, 2024.
What is the principal executive office address for U.S. Physical Therapy, Inc.?
The principal executive office address for U.S. Physical Therapy, Inc. is 1300 West Sam Houston Parkway, Suite 300, Houston, Texas 77043.
Filing Stats: 845 words · 3 min read · ~3 pages · Grade level 10.4 · Accepted 2024-10-07 16:07:12
Key Financial Figures
- $76.5 m — o for a purchase price of approximately $76.5 million, $75 million of which will be fun
- $75 million — e price of approximately $76.5 million, $75 million of which will be funded by its cash on
- $1.5 million — d by its cash on hand and the remaining $1.5 million through the issuance of shares of the C
- $20.0 million — here the sellers can earn up to another $20.0 million of consideration if certain performance
Filing Documents
- form8-k.htm (8-K) — 37KB
- ex99-1.htm (EX-99.1) — 8KB
- logo_usph2020.jpg (GRAPHIC) — 370KB
- 0000885978-24-000056.txt ( ) — 682KB
- usph-20241007.xsd (EX-101.SCH) — 4KB
- usph-20241007_lab.xml (EX-101.LAB) — 21KB
- usph-20241007_pre.xml (EX-101.PRE) — 16KB
- form8-k_htm.xml (XML) — 4KB
01 Entry into a Material Definitive Agreement
ITEM 1.01 Entry into a Material Definitive Agreement. On October 7, 2024, U.S. Physical Therapy, Ltd. ("USPT Ltd."), a wholly-owned subsidiary of U.S. Physical Therapy, Inc. (the "Company"), entered into an Equity Interest Purchase Agreement (the "Purchase Agreement") with MSO Metro, LLC ("Metro"), the members of Metro, and Michael G. Mayrsohn, as Sellers' Representative, pursuant to which the Company, through USPT Ltd., acquired a 50% interest in, and will become the managing member of, Metro. Metro manages 50 outpatient clinics, the majority of which are in New York, with plans to further expand in New York and adjacent states. The Metro-managed clinics deliver physical, occupational and speech therapy and also provide physical therapy services to patients in their homes. The Purchase Agreement includes customary representations, warranties, covenants and indemnification. The Company expects the transactions contemplated by the Purchase Agreement to close on October 31, 2024, subject to customary closing conditions. USPT Ltd. will acquire its 50% equity interest in Metro for a purchase price of approximately $76.5 million, $75 million of which will be funded by its cash on hand and the remaining $1.5 million through the issuance of shares of the Company's common stock based on a trailing five-day average as of the closing. The shares of the Company's common stock will be issued in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended (the "Securities Act"). The Purchase Agreement also includes an earnout where the sellers can earn up to another $20.0 million of consideration if certain performance criteria relating to the Metro business are achieved. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the text of the Purchase Agreement, a copy of which will be filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 20
02 Unregistered Sales of Equity Securities
ITEM 3.02 Unregistered Sales of Equity Securities. The disclosure under Item 1.01 of this Form 8-K relating to the issuance of shares of the Company's common stock in connection with the transactions contemplated by the Purchase Agreement is incorporated by reference into this Item 3.02.
01
ITEM 7.01 Regulation FD Disclosure. On October 7, 2024, the Company issued a press release announcing the execution of the Purchase Agreement referred to on this Form 8-K. A copy of this press release is attached hereto as Exhibit 99.1. The information in this Item 7.01 (including the exhibits) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
01 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibits Description of Exhibits (d) Exhibits. 99.1 Registrant's Press Release dated October 7, 2024 104 Cover Page Interactive Data File (embedded within the inline XBRL document) 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. U.S. PHYSICAL THERAPY, INC. Dated: October 7, 2024 By: /s/ CAREY HENDRICKSON Carey Hendrickson Chief Financial Officer (duly authorized officer and principal financial and accounting officer)