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EXHIBIT 7.c.
XXXXX XXXXX
000 XXXXX XXXX XXXX.
XXXXXXX, XXXXXXXXX 00000
July 25, 1998
Xx. Xxxxxxx X. Xxxxxxxxx
Chairman and Chief Executive Officer
Physicians Resource Group, Inc.
Three Lincoln Centre
0000 XXX Xxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Dear Xx. Xxxxxxxxx:
This letter of intent ("LOI") is entered into between Physicians
Resource Group, Inc. ("PRG") and Xxxxx Xxxxx ("XXXXX"), on behalf of himself and
other providers and investors who may choose to join him, and summarizes the
principal terms and conditions of a proposed restructure of PRG, which will
involve, among other things, (1) the acquisition of at least 10,000,000 shares
of the outstanding stock of PRG (which may be increased to the extent necessary,
up to 30,000,000 shares, so that all stockholders who wish to sell will have the
opportunity to do so) (the "STOCK ACQUISITION COMPONENT") for cash at a price of
$5.00 ("STOCK PURCHASE PRICE") by Stock Buyers (hereafter defined), (2) the
restructure and renegotiation of the management service agreements and other
contractual relationships ("PROVIDER CONTRACTS") with the physicians and other
providers affiliated with PRG (the "PROVIDERS"), (3) the resolution and
settlement of various accounts payable and receivable between PRG and several of
the Providers (the "ACCOUNT RESOLUTION"), (4) the transfer of operating assets
("PRACTICE ASSETS") of the ophthalmic and optometric practices affiliated with
PRG (the "PRACTICES") from PRG back to the Practices and (5) the transfer of an
interest in the ambulatory surgery centers in which PRG owns an interest
("ASCS") back to the Practices from which they were acquired (all of the
transactions reflected in (1)-(5) preceding are collectively called the
"COMPLETE TRANSACTION", and the transactions reflected in (2)-(5) preceding are
collectively called the "PROVIDER RESTRUCTURE"). The consideration flowing back
and forth between and among PRG, the Providers and the Practices in connection
with the proposals made herein are interdependent and reflect our recognition
that (a) there are numerous disputes about various issues between PRG, on the
one hand, and many Providers and Practices, on the other hand, and (b) Xxxxx and
other persons or entities who may join with Xxxxx, including some Providers and
investors who are not Providers, are willing to commit to and fund the Stock
Acquisition Component at the Stock Purchase Price only if PRG agrees to complete
the Provider Restructure (Xxxxx and any other persons and entities who join with
Xxxxx in committing to and funding the Stock Acquisition Component being herein
called the "STOCK BUYERS"). Promptly after the execution of this LOI, Xxxxx'x
counsel will commence drafting definitive agreements implementing the terms
summarized in this LOI, which must be acceptable in form and substance to PRG
and Xxxxx (definitive agreements which are acceptable to and executed by PRG and
Xxxxx are herein called the "DEFINITIVE AGREEMENTS").
The board of directors of PRG ("PRG BOARD") has authorized the
execution of this LOI by the Chief Executive Officer for the purpose of moving
into the stage of negotiating Definitive Agreements. Xxxxx and the other
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July 25, 1998
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providers have no desire to conclude a transaction unless a majority of the
members of the PRG Board believe in good faith that the stockholders and the
bondholders of PRG are treated fairly.
A. BASIC TRANSACTIONS
Based on the information currently known to Xxxxx, and subject to the terms and
conditions hereof and in the Definitive Agreements, it is anticipated that the
Definitive Agreements will include the following terms:
1. STOCK ACQUISITION COMPONENT. Promptly after the Definitive Agreements are
executed and the applicable conditions herein and therein have been satisfied,
the Stock Buyers would make the necessary filings, give the necessary notices
and take the appropriate steps to comply with federal and state securities laws
and commence a cash tender offer to purchase (the "TENDER OFFER") at least
10,000,000 shares of the outstanding common stock of PRG ("PRG STOCK"), with an
option reserved to purchase more than 10,000,000 shares if tendered, for a price
of $5.00 per share. Providers will be encouraged to retain any PRG Stock owned
by them and not to tender it in the Tender Offer. It is anticipated that, in
connection with the various elements of the Provider Restructure summarized in
Sections A.2-A.5 below, a specific dollar amount (the "PROVIDER RESTRUCTURE
SETTLEMENT AMOUNT") will be agreed upon between Xxxxx (or a committee selected
by him) and each Provider which are "owed" by such Provider for the elements of
the Provider Restructure summarized in Sections A.2-A.5, and, in addition to the
transfer of the Practice Assets (and, in some cases, an ASC interest) to such
Provider contemplated by the Provider Restructure, such Provider will be issued
a number of new, presently unissued, common stock of PRG at a price of $5.00 per
share in amount equal to his Provider Restructure Settlement Amount minus the
amount paid for the stock acquired by such Provider in the Tender Offer.
2. PROVIDER CONTRACTS RESTRUCTURE. The Service Agreement of each Provider
and/or Practice will be modified to (1) reduce the management fee, (2) reduce
the term, (3) limit the services to be provided by PRG and (4) make other
adjustments deemed in good faith by Xxxxx (or a committee of Providers selected
by Xxxxx) to be appropriate and reasonable.
3. ACCOUNT RESOLUTION. Resolution and settlement satisfactory to Xxxxx (or a
committee of Providers selected by Xxxxx) shall have been reached between PRG
and Most Providers (as used herein, "MOST PROVIDERS" means Providers and
Practices whose Adjusted Gross Income (as defined in the Internal Revenue Code)
for the year ended December 31, 1997 equals or exceeds 75% of the total Adjusted
Gross Income of all Providers and Practices. The amount agreed upon in the
resolution and settlement will be included as part of the Provider Restructure
Settlement Amount for each Provider.
4. TRANSFER OF PRACTICE ASSETS. As part of the consideration for the Complete
Transaction, PRG will transfer to the Providers their Practice Assets assuming
that each Provider has satisfied his Provider Restructure Settlement Amount by
purchasing stock in the Tender Offer and/or purchasing newly issued stock of
PRG, no additional amount will be owed to PRG.
5. TRANSFER OF INTERESTS IN ASCs. As part of the consideration for the
Complete Transaction, Providers and Practices who transferred all or an interest
in an ASC to PRG in the past will receive a transfer by PRG of a percentage
(anticipated to be between 25-33% to be determined by Xxxxx, in consultation
with selected Providers) interest in such ASC.
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B. CONDITIONS PRECEDENT TO DEFINITIVE AGREEMENT EXECUTION
1. DEFINITIVE AGREEMENTS. The Definitive Agreements must be satisfactory in
form and substance to Xxxxx and PRG, and, prior to execution, PRG must receive
the opinion of Xxxxxxx Sachs & Co. or another investment bank acceptable to PRG
and Xxxxx, that the Complete Transaction is fair to the stockholders of PRG from
a financial point of view.
2. CONDITIONS TO EXECUTION OF DEFINITIVE AGREEMENTS. Xxxxx does not intend to
execute any Definitive Agreements unless and until:
a. PROVIDER RESTRUCTURE. Xxxxx has received affirmation in writing from
Most Providers that they approve the Provider Restructure and will execute
documents reasonably acceptable to them implementing the Provider
Restructure.
b. STOCK ACQUISITION COMPONENT.
i. TENDER COMMITMENTS. Xxxxx has received affirmation from a number
of Providers acceptable to Xxxxx that they do not intend to and will
not tender any of their PRG Stock in the Tender Offer.
ii. STOCK BUYER PARTICIPATION. Xxxxx has received commitments
acceptable to him from Providers and/or other persons and entities to
purchase at least 5,000,000 shares of PRG stock.
iii. FINANCING TENDER OFFER. Xxxxx has received commitments for
financing the Tender Offer in amounts and on terms acceptable to him
and the other Stock Buyers.
iv. DEBENTURES. Xxxxx is satisfied that (1) the outstanding
debentures of PRG are not in default and that the consummation of the
Complete Transactions will not activate a right of the
debenture-holders to accelerate the maturity of the debentures or to
demand that PRG repurchase or redeem the debentures, or,
alternatively, (2) if, in the judgment of Xxxxx, the debentures are in
default or there is a substantial risk that the consummation of the
Complete Transactions WILL activate a right of the debenture-holders
to accelerate the maturity of the debentures or to demand that PRG
repurchase or redeem the debentures, Xxxxx has commitments and/or
assurances satisfactory to him (a) that the existing debenture-holders
will agree to an acceptable restructure or (b) for refinancing the
debentures on acceptable terms.
c. DUE DILIGENCE. Xxxxx'x continued interest in this transaction is
dependent upon the satisfactory completion, to Xxxxx'x sole and absolute
satisfaction, of a due diligence investigation to be conducted by the Stock
Buyers and their representatives. PRG will provide Xxxxx and other Stock
Buyers and their representatives full access, at all reasonable times, and
in a manner so as not to unreasonably interfere with the normal business
operations of PRG, to all premises, properties, personnel, books, records,
contracts and documents of or pertaining to PRG.
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d. BOARD APPROVAL. The board of directors of PRG ("PRG BOARD") shall have
approved the execution of the Definitive Agreements and the consummation of
the Complete Transaction and shall have agreed to recommend the approval of
the consummation of the Provider Restructure to the stockholders at a
special meeting to be held with respect thereto after completion of the
Tender Offer.
C. DEFINITIVE AGREEMENTS
Among other things, the Definitive Agreements will include the following:
1. REPRESENTATIONS AND COVENANTS. PRG would make comprehensive representations
and warranties to the Stock Buyers, and would provide comprehensive covenants,
indemnities and other protections for the benefit of the Stock Buyers.
2. CONDITIONS.
a. COMMENCEMENT OF TENDER OFFER. The commencement and completion of the
Tender Offer by the Stock Buyers will be subject to the satisfaction of
various conditions, including the execution of the Definitive Agreements
containing binding agreements by PRG and Most Providers which implement the
Provider Restructure.
b. CONSUMMATION OF COMPLETE TRANSACTION. The consummation of the Complete
Transaction will be subject to the satisfaction of various conditions,
including:
i. THIRD PARTY CONSENTS. The receipt of all consents of third
parties, including lenders, debentureholders, suppliers, customers,
representatives, lessors and licensors as may be required for the
consummation of the Complete Transaction.
ii. GOVERNMENT FILINGS AND APPROVALS. The receipt of all consents or
approvals of governmental agencies as may be required for the
consummation of the Complete Transaction, including, if necessary,
approval (or termination of the waiting period) under the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976.
iii. NO MATERIAL CHANGES. The absence of any event or prospective
change in laws or regulations which, in Xxxxx'x judgment, would
materially and adversely affect the business, assets or financial
position or performance of PRG.
iv. ABSENCE OF LITIGATION OR CLAIMS.
(1) GENERAL LITIGATION. (a) The absence of any action, suit, or
proceeding pending before any court or quasi-judicial or
administrative agency of any federal, state, local, or foreign
jurisdiction or before any arbitrator wherein an unfavorable
injunction, judgment, order, decree, ruling, or charge would (i)
prevent consummation of any of the transactions contemplated by
the Definitive Agreements, or (ii) cause any of the
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transactions contemplated by the Definitive Agreements to be
rescinded following consummation, (b) no such injunction,
judgment, order, decree, ruling, or charge shall be in effect,
and (c) no written notice of the initiation of any such action,
suit or proceeding shall have been received by PRG.
(2) STOCKHOLDER LITIGATION. All stockholder litigation and known
claims against PRG shall have been resolved to the satisfaction
of Xxxxx.
(3) PROVIDER LITIGATION AND CLAIMS. Providers whose aggregate
Adjusted Gross Income for the year ended December 31, 1997 equals
or exceeds 90% of the Adjusted Gross Income of all Providers for
the same period shall have resolved, settled and released all
claims against PRG, and PRG shall have resolved, settled and
released all claims against them.
E. MISCELLANEOUS.
1. Expenses. If Definitive Agreements are executed, Xxxxx will be entitled to
be reimbursed by PRG, and PRG agrees to promptly reimburse Xxxxx from time to
time upon request by Xxxxx, for costs and expenses (including legal, financial,
advisory and accounting fees and expenses) incurred by him on behalf of the
providers and investors who chose to join him in connection with developing and
entering into this LOI, negotiating and entering into the Definitive Agreements
and consummating (or attempting to consummate) the Complete Transaction, but PRG
shall have no responsibility therefor if Definitive Agreements are not executed.
2. Non-Binding Letter of Intent. This LOI is not, and your acceptance hereof
does not constitute, an agreement by either of us or anyone else to consummate
the transactions contemplated hereby or any agreement to enter into a formal
written agreement with respect to the transactions contemplated hereby. It is
understood that this LOI is merely a statement of intent and, while the parties
hereto agree in principle to the contents hereof and intend to proceed promptly
and in good faith to work out the arrangements with respect to consummating the
transactions contemplated hereby, any legal obligations between the parties
hereto shall be only as are set forth in the Definitive Agreements if and when
executed by the parties, except that the provisions of this Section E are
intended to be binding and enforceable obligations of the parties hereto. PRG
may not, however, terminate this LOI prior to December 31, 1998, except pursuant
to Section E.3.
3. Termination by PRG. If (i) the Definitive Agreements have not been executed
by 11:59 p.m., on September 21, 1998, or if the Complete Transaction has not
been consummated by 11:59 p.m., on November 23, 1998, and (ii) the PRG Board has
concluded in good faith that (A) the likelihood of executing Definitive
Agreements and consummating the Complete Transaction on terms acceptable to the
PRG Board is remote, and (B) the immediate cash needs of PRG are such that sales
of assets are necessary to preserve PRG (and there has not been adequate
response from Xxxxx and other Providers with respect to accounts payable owed by
them to PRG), and (iii) the PRG Board has notified Xxxxx to such effect and
given Xxxxx and a small group of Providers selected by Xxxxx an opportunity to
appear before the PRG Board to discuss the situation, then, unless Xxxxx
advances sufficient funds to cure the immediate cash needs, at the option of
either PRG or Xxxxx, this LOI may be terminated, and neither party shall have
any further obligation hereunder, except that PRG shall be obligated to pay the
breakup fee pursuant to Section E.6., if applicable, and costs and expenses
pursuant to Section E.1.
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4. Notice of Other Offers. PRG will provide Xxxxx written notice if and when
it or any member of the PRG Board, officer of PRG or investment banker retained
by PRG or the PRG Board ("PRG REPRESENTATIVES") receives any offer(s) from or on
behalf of any potential buyer related to the potential sale of the stock or any
of the assets of PRG or the potential merger of PRG and/or any of its
subsidiaries with a third party (or a friendly tender for a significant part of
the stock of PRG by a third party) (any of the foregoing types of transactions
or a combination thereof being herein called a "Conflicting Transaction"), Xxxxx
will have the unilateral right to terminate this LOI and the Definitive
Agreements at any time on or after PRG receives any such offer(s) if PRG or a
PRG Representative provides non-public information to any such offeror(s) unless
it is an offer for the sale of assets permitted by the terms of this LOI. The
Definitive Agreements will contain a provision similar to the foregoing
sentence.
5. Standstill. Except as hereinafter provided, so long as this LOI is in
force, PRG agrees that it and its directors, officers, employees and affiliates
will not: (i) initiate discussions or exchanges of information with any
potential buyer related to a Conflicting Transaction nor enter into any
expression of interest, letter of intent, agreement in principle or definitive
agreement with respect to a Conflicting Transaction; or (ii), if contacted by a
potential buyer or merger candidate with respect to a Conflicting Transaction,
exchange information with such potential buyer or merger candidate nor enter
into any expression of interest, letter of intent, agreement in principle or
definitive agreement with respect thereto. NOTWITHSTANDING THE FOREGOING,
HOWEVER:
a. If PRG or any PRG Representative receives one or more unsolicited
expressions of interest or offers that contemplate(s) an acquisition of
substantially all of the stock or assets of PRG or merger, consolidation or
other combination with PRG and/or substantially all of the subsidiaries of
PRG, PRG reserves the right, if the PRG Board believes, in good faith,
based on the written advice of a law firm of regional or national stature,
it is necessary to do so in order to satisfy the fiduciary duties and
obligations of the directors under applicable law, to consider each such
expression of interest or offer, provide information to the interested
person or offeror, negotiate with the interested person or offeror and
enter into an agreement for a Conflicting Transaction. The Definitive
Agreements will contain a provision similar to the foregoing sentence.
b. PRG may make sales of individual assets so long as any single sale
does not exceed $500,000 and the aggregate of all sales while this LOI is
in effect does not exceed $5,000,000; provided that, in any event, the
foregoing clause of this Section E.5.b. does not permit PRG to, and PRG
shall not exchange information with a potential buyer or repurchaser of any
Practice(s) or ASC(s) nor enter into any expression of interest, letter of
intent, agreement in principle or definitive agreement to sell any
Practice(s) or ASC(s) unless (i) the PRG Board makes a determination that
there is a cash emergency or threat of default on a material obligation, in
which case the Chief Executive Officer of PRG shall notify Xxxxx and
discuss the matter with Xxxxx and a small group of Providers selected by
Xxxxx, and, if Xxxxx in good xxxxx xxxxx it necessary, convene a
teleconference of the other PRG Board members, for a full discussion of the
issues, and (ii) after such discussion(s), Xxxxx and PRG mutually consent
to the actions requested by PRG to solve such emergency or threat of
default.
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In any event, however, the elements of the Provider Restructure contemplated by
this LOI are unique and peculiar to the Complete Transaction contemplated
hereby, and no inference should be drawn that any Provider will be willing to
agree to the Provider Restructure terms with any other buyer or merger partner.
6. BREAK-UP FEE
a. PRIOR TO EXECUTION OF DEFINITIVE AGREEMENTS.
i. Any of the following shall be deemed to be a "BREAK-UP FEE
TRIGGER EVENT":
(1) Prior to December 31, 1998, (i) PRG or a PRG Representative
initiates discussions or exchanges of information with any
potential buyer related to a Conflicting Transaction or (ii) PRG
or a subsidiary, or a PRG Representative on behalf or for the
benefit of PRG or a subsidiary, enters into any expression of
interest, letter of intent, agreement in principle or definitive
agreement with respect to a Conflicting Transaction, unless it is
permitted by Section E.5.b.
(2) Prior to December 31, 1998, (i) PRG or a PRG Representative
receives one or more unsolicited expressions of interest or
offers that contemplate(s) an acquisition of substantially all of
the stock or assets of PRG or merger, consolidation or other
combination with PRG and/or substantially all of the subsidiaries
of PRG, and (ii) PRG or a PRG Representative exchanges
information with the potential buyer before the PRG Board has
made the determination that permits PRG to exchange the
information pursuant to Section E.5.a.
(3) Prior to December 31, 1998, (i) PRG or a PRG Representative
receives one or more unsolicited expressions of interest or
offers that contemplate(s) an acquisition of substantially all of
the stock or assets of PRG or merger, consolidation or other
combination with PRG and/or substantially all of the subsidiaries
of PRG (or a friendly tender for a significant part of the stock
of PRG by a third party), and (ii) after the PRG Board has made
the determination that permits PRG to exchange the information
pursuant to Section E.5.a., PRG or a subsidiary, or a PRG
Representative on behalf of or for the benefit of PRG or a
subsidiary, enters into any expression of interest, letter of
intent, agreement in principle or definitive agreement with
respect to such acquisition, merger, consolidation or other
combination.
ii. If a Break-up Fee Trigger Event occurs, then, immediately after a
demand by Xxxxx therefor, PRG will pay the sum of $1,000,000 to a
non-profit medical institution of national stature designated by
Xxxxx.
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b. After Execution of Definitive Agreements. The Definitive Agreements
will contain a provision similar to Section E.6.b., except that the amount
payable by PRG shall be the sum of $10,000,000, which shall be payable to
Xxxxx for distribution among himself and other providers and investors who
have committed to become Stock Buyers.
7. CONDUCT OF BUSINESS. Prior to a termination of this LOI, PRG shall, and
shall cause its subsidiaries to, operate their business in the ordinary course
and refrain from any extraordinary transactions except to the extent
contemplated and permitted by Section E.4. The Definitive Agreements will
contain a provision similar to the foregoing sentence.
8. GOVERNING LAW. This LOI will be governed by and construed in accordance
with the substantive laws of the State of Texas.
9. BINDING ARBITRATION. In the event of a dispute arising out of or relating
to this LOI, or relating to any claim or cause of action which may arise or be
asserted under any federal, state, local or foreign statutory, regulatory or
common law, including, without limitation, claims with respect to breach of
contract, tort, obligation of good faith and fair dealing and fiduciary duties,
then, upon notice by any party to the other parties (an "ARBITRATION NOTICE")
and to American Arbitration Association ("AAA"), 13455 Xxxx Road, 0000 Xxx
Xxxxxxxx Xxxxx, Xxxxxx, Xxxxx 00000 [telephone (000) 000-0000); facsimile (972)
490-9008), the controversy or dispute shall be submitted to a sole arbitrator
who is independent and impartial, for binding arbitration in Dallas, Texas, in
accordance with AAA's Commercial Arbitration Rules (the "RULES") as modified or
supplemented hereby. The parties agree that they will faithfully observe this
LOI and the Rules and that they will abide by and perform any award rendered by
the arbitrator. The arbitration shall be governed by the Federal Arbitration
Act, 9 U.S.C. Section 1-16 (or by the same principles enunciated by such Act in
the event it may not be technically applicable). The award or judgment of the
arbitrator shall be final and binding on all parties and judgment upon the award
or judgment of the arbitrator may be entered and enforced by any court having
jurisdiction. If any party becomes the subject of a bankruptcy, receivership or
other similar proceeding under the laws of the United States of America, any
state or commonwealth or any other nation or political subdivision thereof,
then, to the extent permitted or not prohibited by applicable law, any factual
or substantive legal issues arising in or during the pendency of any such
proceeding shall be subject to all of the foregoing mandatory mediation and
arbitration provisions and shall be resolved in accordance therewith. The fees
and expenses of the arbitrator will be shared equitably (as determined by the
arbitrator) by all parties engaged in the dispute or controversy.
10. COUNTERPARTS. This letter may be executed in one or more counterparts, each
of which will be deemed to be an original copy of this letter and all of which,
when taken together, will be deemed to constitute one and the same agreement.
11. ENTIRE AGREEMENT. This LOI sets forth the entire understanding of the
parties hereto and supersedes all prior contracts, agreements, arrangements,
communications, discussions, representations and warranties, whether oral or
written, between the parties with respect to the subject matter hereof.
If the foregoing reflects your understanding, please so indicate by signing
below and returning a copy of this LOI to me. If you have not signed this LOI
and faxed a copy to my attorney, Xx. Xxxxxx X. Xxxxxx (to both 000-000-0000 and
000-000-0000), and to me (to both 000-000-0000 and 901-767-1352) on or before
5:00 p.m.,
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Pacific Daylight Time, on Monday, July 27, 1998, I may, at my sole option, at
any time thereafter withdraw and terminate this LOI and the offers made hereby.
Very truly yours,
/s/ XXXXX XXXXX (facsimile signature authorized by Xxxxx Xxxxx)
---------------------------
Xxxxx Xxxxx
ACCEPTED AND AGREED TO BY:
PHYSICIANS RESOURCE GROUP, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
---------------------------------------------
Xxxxxxx Xxxxxxxxx
Chairman, President & Chief Executive Officer
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