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- S-4 Registration of securities issued in business combination transactions
- 3.02 Certificate of Formation of Alliance Surgery Augusta, LLC
- 3.02 Amended and Restated Regulations of Alliance Surgery Augusta, LLC
- 3.03 Certificate of Formation of Alliance Surgery Biloxi, L.L.C.
- 3.03 Amended and Restated Regulations of Alliance Surgery Biloxi, L.L.C.
- 3.04 Certificate of Formation of Alliance Surgery Birmingham, LLC
- 3.04 Amended and Restated Regulations of Alliance Birmingham, LLC
- 3.05 Certificate of Renewal and Revival of Charter of Alliance Surgery, Inc.
- 3.05 Bylaws of Alliance Surgery, Inc.
- 3.09 Articles of Incorporation of Usp Maryland, Inc.
- 3.09 Amended and Restated Bylaws of Usp Maryland, Inc.
- 3.10 Certificate of Incorporation of Healthmark Partners, Inc.
- 3.10 Bylaws of Healthmark Partners, Inc.
- 3.11 Articles of Organization of Implant Solutions, LLC
- 3.11 Regulations of Implant Solutions, LLC
- 3.23 Renewal of Registration of Shoreline Real Estate Partnership, LLP
- 3.23 1ST Amendment to Partnership Agreement of Shoreline Real Estate Partnership, LLP
- 3.28 Articles of Organization of Surgical Health Partners, LLC
- 3.28 Operating Agreement of Surgical Health Partners, LLC
- 3.37 Certificate of Incorporation of Titan Health Corporation
- 3.37 Bylaws of Titan Health Corporation
- 3.38 Articles of Incorporation of Titan Health of Chattanooga, Inc.
- 3.38 Bylaws of Titan Health of Chattanooga, Inc.
- 3.39 Articles of Incorporation of Titan Health of Hershey, Inc.
- 3.39 Bylaws of Titan Health of Hershey, Inc.
- 3.40 Articles of Incorporation of Titan Health of Miami, Inc.
- 3.40 Bylaws of Titan Health of Miami, Inc.
- 3.41 Articles of Organization of Titan Health of Mount Laurel, LLC
- 3.41 Amended and Restated Operating Agreement of Titan Health of Mount Laurel, LLC
- 3.42 Articles of Incorporation of Titan Health of North Haven, Inc.
- 3.42 Bylaws of Titan Health of North Haven, Inc.
- 3.43 Articles of Incorporation of Titan Health of Pittsburgh, Inc.
- 3.43 Bylaws of Titan Health of Pittsburgh, Inc.
- 3.44 Articles of Incorporation of Titan Health of Pleasant Hills, Inc.
- 3.44 Bylaws of Titan Health of Pleasant Hills, Inc.
- 3.45 Articles of Incorporation of Titan Health of Princeton, Inc.
- 3.45 Bylaws of Titan Health of Princeton, Inc.
- 3.46 Articles of Incorporation of Titan Health of Sacramento, Inc.
- 3.46 Bylaws of Titan Health of Sacramento, Inc.
- 3.47 Articles of Incorporation of Titan Health of Saginaw, Inc.
- 3.47 Bylaws of Titan Health of Saginaw, Inc.
- 3.48 Articles of Incorporation of Titan Health of Titusville, Inc.
- 3.48 Bylaws of Titan Health of Titusville, Inc.
- 3.49 Cert. of Amendment of Articles of Incorporation - Titan Health of West Penn Inc.
- 3.49 Bylaws of Titan Health of West Penn, Inc.
- 3.50 Articles of Incorporation of Titan Health of Westminster, Inc.
- 3.50 Bylaws of Titan Health of Westminster, Inc.
- 3.51 Articles of Incorporation of Titan Management Corporation
- 3.51 Bylaws of Titan Management Corporation
- 3.56 Certificate of Formation Usp Beaumont, Inc.
- 3.56 Bylaws of Usp Beaumont, Inc.
- 3.57 Articles of Incorporation of Usp Birmingham, Inc.
- 3.57 Bylaws of Usp Birmingham, Inc.
- 3.62 Initial Articles of Incorporation Usp Cincinnati, Inc.
- 3.62 Bylaws of Usp Cincinnati, Inc.
- 3.67 Articles of Incorporation of Usp Denver, Inc.
- 3.67 Bylaws of Usp Denver, Inc.
- 3.71 Articles of Incorporation of Usp Encinitas Endoscopy, Inc.
- 3.71 Bylaws of Usp Encinitas Endoscopy, Inc.
- 3.72 Articles of Incorporation of Usp Fenton, Inc.
- 3.72 Bylaws of Usp Fenton, Inc.
- 3.73 Articles of Incorporation of Usp Festus, Inc.
- 3.73 Bylaws of Usp Festus, Inc.
- 3.77 Articles of Incorporation of Usp Gateway, Inc.
- 3.77 Bylaws of Usp Gateway, Inc.
- 3.82 Certificate of Incorporation Usp Jersey City Inc.
- 3.82 Bylaws of Usp Jersey City Inc.
- 3.84 Charter of Usp Knoxville, Inc.
- 3.84 Bylaws of Usp Knoxville, Inc.
- 3.88 Articles of Incorporation of Usp Mattis, Inc.
- 3.88 Bylaws of Usp Mattis, Inc.
- 3.92 Articles of Incorporation of Usp MT. Vernon, Inc.
- 3.92 Bylaws of Usp MT. Vernon, Inc.
- 3.99 Articles of Incorporation of Usp Office Parkway, Inc.
- 3.99 Bylaws of Usp Office Parkway, Inc.
- 3.103 Articles of Incorporation of Usp Portland, Inc.
- 3.103 Bylaws of Usp Portland, Inc.
- 3.110 Articles of Incorporation of Usp ST. Louis, Inc.
- 3.110 Bylaws of Usp ST. Louis, Inc.
- 3.117 Articles of Incorporation of Usp Turnersville, Inc.
- 3.117 Bylaws of Usp Turnersville, Inc.
- 3.124 Articles of Incorporation of Uspi Stockton, Inc.
- 3.124 Bylaws of Uspi Stockton, Inc.
- 4.1 Indenture, Dated As of April 3, 2012
- 4.2 Supplemental Indenture, Dated As of April 3, 2012
- 4.5 Registration Rights Agreement, Dated April 3, 2012
- 4.6 Registration Rights Agreement Joinder, Dated As of April 3, 2012
- 5.1 Opinion of Ropes & Gray LLP
- 10.01 Second Amendment to the Credit Agreement
- 10.02 Incremental Facility Amendment
- 12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of United Surgical Partners International, Inc.
- 23.1 Consent of KPMG LLP
- 23.2 Consent of Pricewaterhousecoopers LLP
- 25.1 Form T-1 Statement of Eligibility
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
FOR OFFER TO EXCHANGE
$440,000,000 PRINCIPAL AMOUNT OF 9.000% SENIOR NOTES DUE 2020, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR
ANY AND ALL OUTSTANDING 9.000% SENIOR NOTES DUE 2020
UNITED SURGICAL PARTNERS INTERNATIONAL, INC.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 2012 (THE “EXPIRATION DATE”) UNLESS EXTENDED.
Registered holders of outstanding 9.000% Senior Notes due 2020 (the “Outstanding Notes”) who wish to tender their Outstanding Notes in exchange for a like principal amount of new 9.000% Senior Notes due 2020 (the “Exchange Notes”) and whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and Letter of Transmittal (and all other documents required by the Letter of Transmittal) to U.S. Bank National Association (the “Exchange Agent”) on or prior to the Expiration Date, or who cannot comply with the book-entry transfer procedures on a timely basis, may use this Notice of Guaranteed Delivery or one substantially equivalent hereto. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by registered or certified mail, by hand or by overnight delivery service) or mailed to the Exchange Agent. See “The Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus.
The Exchange Agent is:
U.S. BANK NATIONAL ASSOCIATION
By Mail or Hand Delivery or Facsimile:
U.S. BANK NATIONAL ASSOCIATION 60 Livingston Avenue St. Paul, MN 55107 Attn: Specialized Finance Facsimile: (651) 466-7372 For information or confirmation by telephone: (800) 934-6802 |
Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.
Ladies and Gentlemen:
The undersigned hereby tenders the principal amount of Outstanding Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus dated , 2012 of United Surgical Partners International, Inc. (the “Prospectus”), receipt of which is hereby acknowledged.
DESCRIPTION OF OUTSTANDING NOTES TENDERED | ||||||
Name of Tendering Holder | Name and address of registered holder as it appears on the Outstanding Notes (Please Print) | Certificate Number(s) of Outstanding Notes Tendered (or Account Number at Book-Entry Facility) | Principal Amount of Outstanding Notes Tendered | |||
SIGN HERE
Name of Registered or Acting Holder: |
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Signature(s): |
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Name(s) (please print): |
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Address: |
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Telephone Number: |
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Date: |
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If Outstanding Notes will be tendered by book-entry transfer, provide the following information: |
DTC Account Number: |
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Date: |
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THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent, at its address set forth on the reverse hereof, the certificates in proper form for transfer representing the Outstanding Notes (or a confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at the book-entry transfer facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or Agent’s Message, with any required signature guarantees, and any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date (as defined in the Letter of Transmittal).
Name of Firm: | ||||
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(Authorized Signature) | ||||
Address: | Title: | |||
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Name: | ||||
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(Zip Code) | (Please type or print) | |||
Area Code and Telephone No.: | ||||
Date: | ||||
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NOTE: | DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. |
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