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Form 8-K Alliance HealthCare Serv For: Sep 16

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September 17, 2015 6:06 AM EDT

 

 

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

Date of Report (date of earliest event reported): September 16, 2015

 

 

ALLIANCE HEALTHCARE SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-16609   33-0239910

(State or other jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

100 Bayview Circle, Suite 400, Newport Beach, California 92660

(Address of principal executive offices, including zip code)

949-242-5300

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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.

On September 16, 2015, Fujian Thai Hot Investment Co., Ltd. (“Thai Hot”) agreed to purchase approximately 5,537,945 shares of common stock of Alliance HealthCare Services, Inc. (the “Company”) from funds managed by Oaktree Capital Management, L.P. (“Oaktree”) and MTS Health Investors, LLC (“MTS”), and Larry C. Buckelew (“Buckelew” and together with Oaktree and MTS, the “Selling Stockholders”) for approximately $102.5 million or $18.50 per share (the “Transaction”). Upon completion of the Transaction, Thai Hot will own an aggregate of approximately 51.5% of the outstanding shares of common stock of the Company.

The Transaction is subject to certain closing conditions, including, among others, clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, clearance by the Committee on Foreign Investment in the United States, certain other foreign and domestic regulatory filings and approvals, receipt of consent of the Company’s lenders under the Company’s term loan and revolving credit facilities, and execution of a governance, voting and standstill agreement between the Company and Thai Hot, described more fully below. The Transaction is expected to close in the fourth quarter of 2015.

The Board of Directors of the Company (the “Board”) authorized a Special Committee, composed of the Company’s independent directors not affiliated with any Selling Stockholders, to review the Transaction on behalf of the Company and to negotiate any matters related to the Transaction with Thai Hot and the Selling Stockholders on behalf of the Company. In connection with the Transaction, the Special Committee, which hired independent legal counsel, negotiated and approved the terms of a term sheet between the Company and Thai Hot (the “Term Sheet”). On September 16, 2015, the Company and Thai Hot entered into the Term Sheet. While the Term Sheet is generally non-binding with respect to both the Company and Thai Hot, it does provide, among other matters, that the parties will use commercially reasonable best efforts to promptly execute a definitive agreement reflecting its terms and conditions. Pursuant to the Term Sheet, Thai Hot and the Selling Stockholders will each bear an agreed portion of the following Company expenses related to the Transaction: (i) 100% of the fees and expenses incurred by the Company in connection with the amendment or waiver of its credit agreement referred to above, and (ii) all reasonable and documented fees and expenses incurred by the Company in connection with the Transaction in excess of $1 million. In addition, subject to the approval of the Board or an authorized special committee of the Board, the Term Sheet provides that Thai Hot will fund a new management incentive arrangement which involves the issuance of $1.5 million in cash-based awards to the Company’s management.

Pursuant the Term Sheet, Thai Hot and the Company will enter into a Governance, Voting and Standstill Agreement (the “Agreement”) which will provide that Thai Hot is prohibited, for a period of three years after execution of the Agreement (the “Standstill Period”), from purchasing any shares of the Company’s equity securities without the approval of the independent directors of the Company not affiliated with Thai Hot; provided, that Thai Hot has the right to acquire additional shares to maintain its 51.5% ownership if such right is exercised within 120 days of Thai Hot’s ownership level falling below such level. During the Standstill Period and for so long as Thai Hot owns at least 35% of the fully diluted equity securities of the Company, Thai Hot will have the right to appoint to the Board the number of directors necessary to compromise a majority of the Board as well as two designees on certain Board committees. In the event that Thai Hot beneficially owns less than 35% but at least 25% of the Company’s outstanding common stock, Thai Hot will have the right to nominate three members to the Board, and the number of its permitted committee designees will decrease to one. In the event Thai Hot beneficially own less than 25% but at least 15% of the Company’s outstanding common stock, Thai Hot will have the right to nominate one member to the Board, and it will lose its right to have any committee designees. In the event Thai Hot beneficially owns less than 15% of the Company’s outstanding common stock, Thai Hot will have no contractual rights to nominate any members to the Board or to have any committee designees.

Pursuant to the Term Sheet, the initial three nominees to be appointed to the Board, conditioned on execution of the Agreement, closing of the Transaction and compliance with SEC, Nasdaq and IRS independence and other requirements, are Messrs. Kisum Wong, Yong Ge, and Tao Zhang. The new directors will replace Messrs. Michael P. Harmon, Curtis S. Lane and Aaron A. Bendikson who are expected to resign from the Board. Mr. Ge and Mr. Zhang are expected to both serve on the Compensation and the Nominating and Corporate Governance Committees of the Board. Mr. Wong is expected to be appointed as Chairman of the Board, with the current Chairman of the Board, Mr. Buckelew continuing to serve on the Board.

 

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The Term Sheet also provides that during the Standstill Period, Thai Hot will vote its shares in favor of the nominees of the Nominating and Corporate Governance Committee and will not vote for the removal of any such persons unless recommended by the Nominating and Corporate Governance Committee. Further, for so long as Thai Hot beneficially owns at least 15% of the equity securities of the Company or one or more individuals affiliated with Thai Hot is a member of the Board, Thai Hot will not conduct any business that directly competes with the business of the Company as currently conducted.

The above description of the Term Sheet is qualified in its entirety by the text of the Term Sheet, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information contained in Item 1.01 of this Current Report is incorporated herein by reference.

Item 8.01: Other Events.

On September 16, 2015, the Company issued a press release in connection with the Transaction. A copy of the Company’s press release is furnished as Exhibit 99.1 hereto.

Item 9.01: Financial Statements and Exhibits.

 

  (d) Exhibits.

10.1 Term Sheet, dated as of September 16, 2015, among Alliance HealthCare Services, Inc. and Fujian Thai Hot Investment Co., Ltd.

 

  99.1 Press Release dated September 16, 2015.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: September 16, 2015   ALLIANCE HEALTHCARE SERVICES, INC.
  By:    

/s/ Howard K. Aihara

    Name:   Howard K. Aihara
    Title:   Executive Vice President and Chief Financial Officer

 

4

Exhibit 10.1

Project Gamma

Term Sheet

 

The Company    Alliance HealthCare Services, Inc., a Delaware corporation listed on Nasdaq.
Transaction Parties   

•    Fujian Thai Hot Investment, or any newly formed entity controlled by it (the “Purchaser”), controlling shareholder of Thai Hot Group, a listed company in China;

 

•    Oaktree Capital Management L.P. and certain of its affiliates (“Oaktree”), MTS Health Investors, LLC and certain of its affiliates (“MTS”), and Mr. Larry C. Buckelew (“Buckelew”) (collectively with Oaktree and MTS, the “Sellers”); and

 

•    The Company.

Transaction

Structure

    The Purchaser will purchase all of the Shares owned by Oaktree and MTS as well as certain shares owned by Buckelew (collectively representing approximately 51.5% of the issued and outstanding common stock of the Company) (the “Transaction”).

Transaction

Documentation

   

•    Stock Purchase Agreement

 

•    Governance, Voting and Standstill Agreement

 

•    Assignment of Registration Rights Agreement

Contemplated

Approvals, Filings

and Consents

   

•    Applicable PRC approvals and filings being obtained or made, as the case may be, at or prior to closing.

 

•    Written notification from CFIUS being obtained at or prior to closing.

 

•    Expiration or early termination of the HSR waiting period at or prior to closing.

 

•    Waiver of default under Credit Agreement being obtained at or prior to closing.

Expenses    Each party shall bear its own transaction costs, except as specified below. The Purchaser and Sellers will each bear an agreed portion of the following transaction expenses (including reasonable and documented fees paid to advisors, attorneys, consultants and applicable lenders): (i) 100% of the fees and expenses incurred by the Company in connection with the amendment or waiver of the

   Credit Agreement referred to above; and (ii) all reasonable and documented fees and expenses incurred by the Company in connection with the Transaction in excess of $1 million.

Management

Incentive Plan

    Subject to the approval of the board of directors of the Company (the “Board”) or an authorized special committee of the Board, the Purchaser agrees to fund a new management incentive arrangement which involves the issuance of $1.5 million in cash based awards to management.
Board Approval    The Board will approve the Transaction for purposes of Section 203 of the DGCL so that the Purchaser will be exempt from such restrictions.
Standstill    For a period of three (3) years following execution of the Governance, Voting and Standstill Agreement (the “Standstill Period”), without the approval of the Non-Affiliated Directors (as defined below), the Purchaser and its affiliates may not purchase shares of the Company’s equity securities or otherwise acquire beneficial ownership of any shares of the Company or any security that is convertible into such shares (other than as set forth in “Transfer/Purchases” below). In addition, during the Standstill Period, neither the Purchaser nor any of its Affiliates shall: (i) effect, seek or make any proposal with respect to, or in any way assist or encourage any other person to effect or seek, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote any shares of the Company or any consent solicitation or stockholder proposal; (ii) except in accordance with the terms hereof, otherwise act, alone or in concert with others, to seek representation on the Board of Directors of the Company; (iii) make any public request or public proposal to amend, waive or terminate any provision of this provision; or (iv) take any action that would reasonably be expected to result in the Company having to make a public announcement regarding any of the matters referred to in clauses (i) through (iii).

Corporate

Governance

   

During the Standstill Period, the Purchaser shall have the right to appoint the number of directors necessary to comprise a majority of the Board; provided that, in the event the Purchaser exercises its right to appoint a majority of the directors on the Board, the Board shall increase the total number of Board seats to accommodate the Purchaser’s nominees such that the appointments by the Purchaser shall not have the effect of requiring any current Board member to resign.

 

For so long as the Purchaser owns at least 35% of the fully diluted

 

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equity securities of the Company, the Purchaser will have the right to appoint such majority of directors to the Board. The initial three (3) nominees appointed by Purchaser shall be Mr. Kisum Wong, Mr. Yong Ge and Mr. Tao Zhang who shall replace Mr. Michael Harmon, Mr. Aaron Bendikson and Mr. Curtis Lane. The Purchaser may designate additional nominees from time to time (up to the number necessary to comprise a majority) and the Company shall cause such nominees to be appointed to the Board, subject to the Company Approval Right. In addition, for so long as the Purchaser owns at least 35% of the fully diluted equity securities of the Company and such persons remain directors:

 

•    Mr. Wong (chairman of the Purchaser) will be the chairman of the Board;

 

•    Mr. Ge and Mr. Zhang will both serve on the Compensation Committee and the Nominating and Corporate Governance Committee;

 

•    Mr. Wong, Mr. Ge and Mr. Zhang will each sit on a different class of the Board.

 

In the event that the Purchaser owns less than 35% but at least 25% of the fully diluted equity securities of the Company, the Purchaser shall have the right to appoint three (3) directors to the Board. In that case, the number of Purchaser designees on committees of the Board will be reduced by one. In the event that the Purchaser owns less than 25% but at least 15% of the fully diluted equity securities of the Company, the Purchaser shall have the right to appoint one (1) director to the Board. In that case, the Purchaser’s sole appointee shall not be entitled to sit on any committees of the Board. In the event that the Purchaser owns less than 15% of the fully diluted equity securities of the Company, the Purchaser shall have no contractual right to appoint any directors to the Board; provided, however, the Nominating and Corporate Governance Committee will review in good faith any proposals with respect to director nominees at all times. In the event that the number of Purchaser designees then serving on the Board exceeds the number of directors that the Purchaser shall then have the right to designate hereunder, the Purchaser shall take all requisite action to cause the resignation or removal of such number of excess persons from the Board.

 

The Company shall have the right (the “Company Approval Right”) to deny any of the Purchaser’s proposed designees to the Board or any Committee of the Board if (i) in the case of a Committee appointment, such designee is not qualified to serve on

 

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such Committee, (ii) such designee’s appointment to the Board (in the case of a Board appointment) or to a Committee (in the case of a Committee appointment) would cause the Company not to be in in compliance with any applicable SEC, NASDAQ or IRS independence or other requirements, or (iii) such designee is affiliated with a competitor of the Company or has been convicted of, or has pleaded guilty or nolo contendere to, a felony or a crime involving moral turpitude, or was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or if the Non-Affiliated Directors determine, in good faith, that the appointment or election of such person would be a breach of their fiduciary duties under applicable law.

 

In addition, all directors will be expected to attend at least 75% of all Board and Committee meetings either in person or telephonically and at least one Board meeting in Beijing, China, and one Board meeting in California, USA, in person each year.

Confidentiality    All Purchaser nominees will be subject to confidentiality and information sharing restrictions customary for a transaction of this nature, including restrictions with respect to trading on material non-public information.
Voting Arrangement    During the Standstill Period, the Purchaser will vote and consent all of its shares in favor of the nominees of the Nominating and Corporate Governance Committee, will not vote for or consent to the removal of any such persons unless recommended by the Nominating and Corporate Governance Committee and will grant an irrevocable proxy in support of such covenant. In addition, the director compensation package will not be reduced in any material respect without the approval of a majority of the independent directors not affiliated with the Purchaser (the “Non-Affiliated Directors”).
Transfer/Purchases   

The Sellers will assign to the Purchaser the registration rights granted to the Sellers under the Stockholders Agreement entered into among the Company and certain of the Sellers as of April 16, 2007.

 

For the avoidance of doubt, the Purchaser shall have the right to, without any Board action, acquire additional securities of the Company to maintain its ownership level at 51.5% on a fully diluted basis; provided that such right is exercised within one hundred twenty (120) days of the Purchaser’s ownership level falling below such 51.5% on a fully diluted basis.

 

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Transfer Restrictions   

If at any time the Purchaser receives an offer or inquiry to purchase all or substantially all of its shares, it must provide prompt written notice of such offer or inquiry to the Company and the Board of Directors.

 

As a condition to any share transfer by the Purchaser during the Standstill Period (except in a sale to public stockholders, whether made pursuant to the Purchaser’s registration rights, Rule 144 or other means permitted by US securities laws where it is anticipated that no transferee will own 5% or more of the outstanding shares), the transferee shall agree to be bound by the terms of the Governance, Voting and Standstill Agreement.

Related Party Transactions    Any transaction in excess of $120,000 between the Purchaser or its affiliates, on the one hand, and the Company, on the other hand, shall require the approval of a majority of the Non-Affiliated Directors.
Forum for Disputes; Amendment    Any dispute arising between the parties shall be governed by Delaware law and will be subject to the exclusive jurisdiction and venue of the Delaware Chancery Court (or if the Delaware Chancery Court is unavailable, any other court of the State of Delaware or, to the extent necessary, any federal court sitting in the State of Delaware). Any amendment to the Governance, Voting and Standstill Agreement shall require the approval of a majority of the Non-Affiliated Directors.
Termination    The Governance, Voting and Standstill Agreement shall terminate in the event that the Purchaser owns less than 5% of the fully diluted equity securities of the Company.

Business Assistance

and Non-

Competition

   

The Purchaser will use its commercially reasonable best efforts to provide assistance to the Company as may be reasonably requested in connection with the operation of its business and its pursuit of worldwide growth opportunities without any payment designed as a management, consulting, advisory or similar fee or expense to the Company.

 

For so long as (i) the Purchaser owns at least 15% of the fully diluted equity securities of the Company or (ii) one or more individuals affiliated with the Purchaser is a member of the Board, the Purchaser will not, and will cause its controlled or controlling affiliates not to, conduct any business that directly competes with the business of the Company as currently conducted (the “Competing Business”), provided that the foregoing shall not prohibit the Purchaser or any of its controlled affiliates from (i) making a passive investment representing less than 5% of any

 

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   class of equity securities of any person, provided, however, that such class of equity securities is traded on a national securities exchange or (ii) acquiring or making non-controlling investments in any person or entity that does not derive a material portion of its revenues from any Competing Business.
Non-Binding    Except as set forth below, this Term Sheet sets forth a summary of the material terms expected to be included in a definitive agreement but does not constitute a binding obligation on the part of any person, it being understood that such binding obligation will arise only upon the execution of a mutually acceptable definitive agreement by and between the Company and the Purchaser and any other parties mutually agreed to be a party thereto, which shall be in the sole and absolute discretion of each such party. The Company and the Purchaser each agree to use commercially reasonable best efforts to as promptly as practicable finalize and execute a definitive agreement that reflects the terms and conditions set forth in this Term Sheet. This Term Sheet shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to conflicts of laws.

 

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The undersigned have executed this Term Sheet as of the date set forth below.

 

Fujian Thai Hot Investment      Alliance HealthCare Services, Inc.

/s/ Kisum Wong

     

/s/ Percy C. Tomlinson

Name:  

Kisum Wong

      Name:  

Percy C. Tomlinson

Title:  

Chairman

      Title:  

Chief Executive Officer

Date:  

September 16, 2015

      Date:  

September 16, 2015

 

7

Exhibit 99.1

 

LOGO

NEWS RELEASE

Contact:

Alliance HealthCare Services

Howard Aihara

Executive Vice President

Chief Financial Officer

(949) 242-5300

Alliance HealthCare Services Announces the Signing of an Agreement for the

Purchase of a Majority Interest by Fujian Thai Hot Investment; Expects to Appoint Kisum Wong, Yong

Ge and Tao Zhang to its Board of Directors Conditioned on Closing

NEWPORT BEACH, CA—September 16, 2015–Alliance HealthCare Services, Inc. (NASDAQ: AIQ) (the “Company,” or “Alliance”), a leading national provider of outsourced healthcare services, announced today that Fujian Thai Hot Investment Co., Ltd (“Thai Hot”), has agreed to purchase approximately 5,537,945 shares of the Company’s common stock from funds managed by Oaktree Capital Management, L.P. (“Oaktree”), MTS Health Investors, LLC (“MTS”), and Larry C. Buckelew, for approximately $102.5 million or $18.50 per share. Upon completion of the transaction, Thai Hot would own an aggregate of approximately 51.5% of the outstanding common stock of the Company. The Company is not selling any shares in the transaction.

Tom Tomlinson, Chief Executive Officer and President of Alliance, said, “We are appreciative of the longstanding relationship we have developed with Oaktree and MTS, as they have proven to be invaluable partners in guiding the evolution of Alliance. When Thai Hot transitions into its expected ownership role, we are confident that through the leadership of our executive team and the broad expertise of our Board, which we anticipate will be further augmented by Thai Hot’s participation, we will strengthen Alliance’s competitive position and long-term value proposition. We look forward to welcoming our new business partner and its breadth of international experience as we look ahead to the next phase of growth for Alliance. We are excited by the compelling opportunities that lie ahead with our Oncology, Radiology and Interventional Services platforms. We are confident this new partnership will help the Company deliver long-term growth, both in the US and in China.”

Kisum Wong, Founder and Chairman of Thai Hot, said, “This anticipated investment in Alliance represents an excellent long-term strategic fit for our portfolio of diversified businesses given the Company’s strong management team, attractive market position, and broad customer base across its core businesses. We look forward to working closely with the Board and the management team to execute its multi-faceted growth strategy. Alliance will continue to focus on its growth opportunities in the U.S., as well as explore international market prospects in China, which can provide significant growth opportunity as the Company strives to fulfill China’s unmet demand for quality healthcare services and products.”

The Board of Directors of the Company authorized a Special Committee, comprised solely of directors not affiliated with any selling stockholders, to review the transaction. The Special Committee hired independent legal counsel. In connection with the transaction, Thai Hot and the Company agreed to certain terms, conditions and restrictions, including, without limitation, that Kisum Wong, Yong Ge, and Tao Zhang will be

 

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appointed to the Board of Directors to replace Michael P. Harmon, Curtis S. Lane and Aaron A. Bendikson who will resign as Directors; that Mr. Wong will be appointed as Chairman of the Board and the current Chairman of the Board, Larry C. Buckelew, will continue to serve on the Board of Directors; that Thai Hot will be prohibited for a period of three years from increasing its beneficial ownership beyond 51.5% of the Company’s outstanding common stock without the approval of independent directors not affiliated with Thai Hot; and, that the Company will be reimbursed for certain costs and expenses related to the transaction. Moelis & Company LLC served as Oaktree’s financial advisor.

The transaction is subject to certain closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, approval of certain foreign and domestic regulatory filings, consent of the Company’s lenders under its term loan and revolving credit facilities, and execution of a governance and standstill agreement between the Company and Thai Hot. The transaction is expected to close in the fourth quarter of 2015.

About Alliance HealthCare Services

Alliance HealthCare Services (NASDAQ: AIQ) is a leading national provider of outsourced healthcare services with a 30+year track record of award-winning patient care/satisfaction and service line expertise. Providing diagnostic radiology services through its Radiology Division (Alliance HealthCare Radiology), interventional radiology & pain management services through its Interventional Services Division (Alliance HealthCare Interventional Services) and radiation oncology services through its Oncology Division (Alliance HealthCare Oncology), Alliance is the nation’s largest provider of advanced diagnostic mobile imaging services, an industry-leading operator of fixed-site imaging centers, and a leading provider of stereotactic radiosurgery nationwide. As of June 30, 2015, Alliance operated 518 diagnostic imaging and radiation therapy systems, including 118 fixed-site imaging centers across the country; and 32 radiation therapy centers and stereotactic radiosurgery (SRS) facilities. With a strategy of partnering with hospitals, health systems and physician practices, Alliance provides quality clinical services for over 1,000 hospitals and other healthcare partners in 44 states where approximately 1,800 Alliance Team Members are committed to providing exceptional patient care and exceeding customer expectations. For more information, visit www.alliancehealthcareservices-us.com.

About Fujian Thai Hot Investment

Thai Hot is an investment holding company based in Fuzhou, China, holding a diversified portfolio of assets in various industries including real estate development, securities, hospitality, biomedicine and healthcare. Thai Hot was founded in 1996 and its total assets exceeded $10 billion as of December 31, 2014. Thai Hot’s diversified portfolio includes controlling ownership in Thai Hot Group, one of the leading real-estate developers in China listed on the Shenzhen Stock Exchange (SZSE:000732). Thai Hot is also the third largest shareholder of the Shanghai Stock Exchange listed Dongxing Securities (SHSE:601198). Thai Hot expanded its business landscape to include biomedicine and the healthcare industry by acquiring a large-scale pharmaceutical company. In early 2015, Thai Hot made healthcare and medical services one of its top priorities, including radiology and oncology, and it intends to expand healthcare services in mainland China to an underserved healthcare marketplace.

Forward-Looking Statements

This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, without limitation, the director appointments to the Company’s Board of Directors, the expected closing of the transaction and the Company’s competitive position, long-term value proposition, growth and international market and other opportunities. Forward-looking statements can be identified by the use of forward looking

 

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language such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “plan,” “project,” “will be,” “will continue,” “will result,” “could,” “may,” “might,” or any variations of such words with similar meanings. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. These statements involve risks and uncertainties that could cause actual results to differ materially from those projected. For a complete list of risks and uncertainties, please refer to the Risk Factor section of the Company’s Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission.

 

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