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AMN Healthcare Completes The Acquisition Of Medfinders

SAN DIEGO, Sept. 1 /PRNewswire-FirstCall/ -- AMN Healthcare Services, Inc. (NYSE: AHS), the nation's largest healthcare staffing and workforce solutions company, announced the completion of the acquisition of the parent company of Arlington, Texas-based Nursefinders, Inc. (dba Medfinders), one of the nation's leading providers of clinical workforce managed services programs. Medfinders also provides local and travel nurse and allied staffing, locum tenens, physician search services, and home healthcare services.

"This is an exciting milestone in the continuing evolution of AMN Healthcare as a leading provider of innovative, total workforce management and staffing solutions to our healthcare clients," said Susan Salka (formerly Nowakowski), President and CEO of AMN Healthcare. "In addition to leveraging and building on our capabilities in our core businesses of travel healthcare staffing, locum tenens, and physician permanent placement, we are able to immediately bolster our managed services capabilities, which are increasingly preferred by clients today. This acquisition also gives us the instant ability to enter into home healthcare services, in sync with our long-term strategy of diversification into new synergistic healthcare service segments.

"We believe this acquisition enhances our stockholder value due to the considerable cost synergies projected to be achieved through leveraging the existing infrastructure of our organization and the benefit of immediate opportunity to directly fill existing demand at our collective MSP clients.  We expect this transaction to be accretive in 2011 with annualized cost synergies in excess of $8 million and revenue synergies with an EBITDA benefit in excess of $2 million by the fourth quarter of 2011."

"Our sales and operations teams are excited to be in the marketplace, serving our clients with the strength of the combined companies behind them," said Bob Livonius, former CEO of Medfinders and newly named AMN President of Strategic Workforce Solutions. "We are better equipped to provide the full spectrum of clinical specialties and innovative workforce solutions to help our clients meet their patient care and efficiency goals. Both companies have experience and solid track records of successfully integrating acquisitions, and our teams are working very collaboratively to achieve the synergies and benefits of the combination.

"As the leading clinical managed services provider (MSP) for hospitals in the United States, Medfinders will instantly expand AMN's capabilities and presence in this increasingly important outsourcing option. In the short-term, the combination will significantly increase the company's ability to directly fulfill the needs of existing MSP clients.  Longer-term, AMN Healthcare will be able to share, implement and leverage best practices across the newly combined organization to innovate and deliver more  MSP and workforce management solutions as demand for such services continues to grow."

Mr. Livonius is assuming responsibility for the combined organization's Workforce Management Solutions and will be overseeing all of AMN's MSP and local/per diem staffing operations and development while also continuing to lead the support and expansion of the Home Healthcare Services division.  Among other key Medfinders employees who are assuming leadership positions in the combined company are Denise Deans-Graf, President of Local Staffing, and Linda Sheffield, President of Home Healthcare Services.  

In connection with the transaction, AMN Healthcare amended and extended its current Term B senior facility, increasing its balance to $185 million with a new maturity in 2015, and issued a second lien term loan of $40 million that will mature in 2016. The company also amended and extended its existing revolving credit facility, which remained undrawn at closing. The amended and extended Term B senior facility is priced with a LIBOR rate plus 5.50% and the second lien term loan facility is priced with a LIBOR rate plus 10.00%, each with a 1.75% LIBOR floor.

At the close of the transaction, AMN acquired all of the outstanding equity of Medfinders in exchange for approximately 6.3 million shares of AMN Healthcare Services, Inc. common stock and approximately 5.7 million shares of non-voting Series A Conditional Convertible Preferred Stock with a liquidation preference of $10.00 per share and a dividend rate of 11% per annum. AMN will file a proxy statement with the SEC with respect to a special meeting of its stockholders that will be called to obtain stockholder approval of the conversion and voting rights provisions of the preferred stock. If AMN's stockholders approve the conversion and the voting rights provisions of the preferred stock within 180 days following the closing of the transaction, the preferred stock will cease to accrue dividends and all previously accrued dividends will be forgiven. Valuing all of the equity securities issued in the transaction using AMN Healthcare's closing share price on the day immediately preceding the closing of the acquisition, and assuming conversion of the preferred stock issued by AMN Healthcare into common stock (on a one-for-one basis), the transaction has a value of approximately $186 million (including the approximately $133 million of refinanced Medfinders' indebtedness). Assuming a conversion of the preferred stock, the former Medfinders stockholders will own approximately 26% of AMN Healthcare Services, Inc.  

In connection with the acquisition, AMN issued employment inducement awards in the form of grants of restricted stock units (RSUs) and stock appreciation rights (SARs) to eleven key employees of Medfinders in the aggregate amount of 241,000 shares. The RSUs will vest in three years, except that they may vest on an accelerated basis if the company achieves certain financial targets. The SARs vest ratably over three years.

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