ENCOMPASS HEALTH CORPORATION Item 1.01. Entry into a Material Definitive Agreement. OnJanuary 25, 2022 ,Encompass Health Corporation (the "Company") announced the expiration onJanuary 24, 2022 of its solicitation of consents (the "Consent Solicitation") from the holders of its 4.50% Senior Notes due 2028 (the "2028 Notes"), 4.75% Senior Notes due 2030 (the "2030 Notes") and 4.625% Senior Notes due 2031 (the "2031 Notes" and, together with the 2028 Notes and the 2030 Notes, the "Notes") having received the requisite consents for the adoption of certain amendments to each Existing Indenture (defined below) governing the Notes. OnJanuary 24, 2022 , the Company and certain of its subsidiaries entered into the Twelfth Supplemental Indenture (the "Twelfth Supplemental Indenture") to amend the previously executed Indenture, dated as ofDecember 1, 2009 (the "Base Indenture"), between the Company andWells Fargo Bank, National Association , as successor toThe Bank of Nova Scotia Trust Company of New York , as trustee (the "Trustee"), as previously supplemented by (i) with respect to the 2028 Notes, the Eighth Supplemental Indenture, datedSeptember 18, 2019 (the "Eighth Supplemental Indenture,"), (ii) with respect to the 2030 Notes, the Ninth Supplemental Indenture, datedSeptember 18, 2019 (the "Ninth Supplemental Indenture") and (iii) with respect to the 2031 Notes, the Tenth Supplemental Indenture, datedOctober 5, 2020 (the "Tenth Supplemental Indenture"), in each case, among the Company, the subsidiary guarantors named therein, and the Trustee. The Base Indenture, together with, as applicable in the case of the relevant series of Notes, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture or the Tenth Supplemental Indenture, as applicable, is referred to herein as an "Existing Indenture," and each Existing Indenture as supplemented by the Twelfth Supplemental Indenture is referred to herein as an "Indenture". Each Existing Indenture contains restrictive covenants that, among other things, limit the Company's ability and the ability of certain of its subsidiaries to make certain asset dispositions, investments, and distributions to holders of the Company's capital stock. The amendments to the Existing Indentures permit, subject to the leverage ratio condition set forth below, the Company to distribute to the Company's equity holders in one or more transactions (a "Distribution") some or all of the common stock of a subsidiary that holds substantially all of the assets of the Company's home health and hospice business. The Company may make any such distribution so long as the Leverage Ratio (as defined in each Indenture) is no more than 3.5 to 1.0 on a pro forma basis after giving effect thereto. The amendments also reduce the capacity under the Company's restricted payments builder basket under each Existing Indenture by$200 million . Additionally, the Twelfth Supplemental Indenture amends the definition of "Consolidated Net Income" to allow the Company to exclude from Consolidated Net Income (a component of the Leverage Ratio) any fees, expenses or charges related to any Distribution and the solicitation of consents from the holders of the Notes and the holders of the Company's 5.750% Senior Notes due 2025. The descriptions of the provisions of the Base Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture, the Tenth Supplemental Indenture and the Twelfth Supplemental Indenture are summary in nature and are qualified in their entirety by reference to the provisions of the definitive agreements. The Base Indenture was filed as an exhibit to the Company's Annual Report on Form 10K for the year endedDecember 31, 2009 and is incorporated herein by reference. The Eighth Supplemental Indenture, which includes the form of the 2028 Notes, was filed onSeptember 18, 2019 as Exhibit 4.2 to the Company's Current Report on Form 8-K and is incorporated herein by reference. The Ninth Supplemental Indenture, which includes the form of the 2030 Notes, was filed onSeptember 18, 2019 as Exhibit 4.3 to the Company's Current Report on Form 8-K and is incorporated herein by reference. The Tenth Supplemental Indenture, which includes the form of the 2031 Notes, was filed onOctober 5, 2020 as Exhibit 4.2 to the Company's Current Report on Form 8-K and is incorporated herein by reference. The Twelfth Supplemental Indenture is attached hereto as Exhibit 4.5 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 4.1 Indenture, dated as ofDecember 1, 2009 ,
by and between the Company and the
Trustee (incorporated herein by reference to Exhibit 4.7.1 to the Company's
Annual Report on Form 10-K for the year
ended
4.2 Eighth Supplemental Indenture, dated as of
the Company, the Guarantors and the Trustee relating to the 4.500% Notes due
2028) (incorporated herein by reference to Exhibit 4.2 to the Company's
Current Report on Form 8-K filed on
4.3 Ninth Supplemental Indenture, dated as of
Company, the Guarantors and the Trustee (relating to the 4.750% Notes due 2030)
(incorporated herein by reference to Exhibit 4.3 to the Company's Current Report
on Form 8-K filed on September 18, 2019 ).
4.4 Tenth Supplemental Indenture, dated as of
Company, the Guarantors and the Trustee (relating to the 4.625% Notes due 2031)
(incorporated herein by reference to Exhibit 4.2 to the Company's Current Report
on Form 8-K filed on October 5, 2020 ).
4.5 Twelfth Supplemental Indenture, dated as
of
Company, the subsidiary guarantors named therein and the Trustee (relating to
the 4.500% Notes due 2028, 4.750% Notes due 2030 and 4.625% Notes due 2031).
104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within
the Inline XBRL document.
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