United Surgical Buyout

United Surgical Partners (USPI)
$1.8B Buyout

Summary

$31.05 per USPI share: $1.8B total

USPIstock chart

Announced 1.08.07

Closed 4.23.07

Advisors

Financial

USPI: JP Morgan
UNCN: Citigroup / Investment Banking / Lehman Brothers

Legal

USPI: Simpson Thacher
UNCN: Ropes & Gray

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger

1.1 The Merger
1.2 Closing
1.3 Effective Time of the Merger
1.4 Effects of the Merger

Article II Effect of the Merger on the Outstanding
Securities of the Company and Acquisition;
Exchange Procedures

2.1 Effect on Capital Stock
2.2 Exchange of Certificates
2.3 Effect of the Merger on Company Stock Options;
Restricted Shares and Company RSUS

Article III Representations and Warranties

3.1 Company

(a) Organization, Standing and Power
(b) Capital Structure
(c) Authority; No Violations; Consents and Approvals
(d) Disclosure Documents
(e) Information Supplied
(f) Compliance
(g) Company Permits
(h) Litigation; Inspections and Investigations, Etc
(i) Taxes
(j) Pension and Benefit Plans; ERISA
(k) Absence of Certain Changes or Events
(l) No Undisclosed Material Liabilities
(m) Opinion of Financial Advisor
(n) Environmental Matters
(o) Vote Required
(p) Board Recommendation
(q) Intellectual Property
(r) Property
(s) Insurance
(t) Labor Matters
(u) Contracts
(v) Affiliate Contracts and Affiliated Transactions
(w) Rights Agreement Amendment
(x) State Takeover Statutes
(y) No Other Representations and Warranties

3.2 Parent and Acquisition

(a) Organization, Standing and Power
(b) Authority; No Violations; Consents and Approvals
(c) Information Supplied
(d) Litigation
(e) Ownership of Company Common Stock
(f) Limited Operations of Parent and Acquisition
(g) Vote/Approval Required
(h) Financing
(i) Solvency
(j) Guarantee

Article IV Covenants Relating to Conduct of Business

4.1 Affirmative Covenants of the Company
4.2 Negative Covenants of the Company
4.3 Conduct of Business of Parent and Acquisition Pending
the Merger
4.4 No Control of Other Partys Business

Article V Additional Agreements

5.1 Access to Information; Confidentiality
5.2 No Solicitation
5.3 Fees and Expenses
5.4 Brokers or Finders
5.5 Indemnification; Directors and Officers Insurance
5.6 Reasonable Best Efforts
5.7 Publicity
5.8 Consents and Approvals; State Takeover Laws
5.9 Notification of Certain Matters
5.10 Continuation of Employee Benefits
5.11 Preparation of the Proxy Statement; Special Meeting
5.12 Consequences if Rights are Triggered
5.13 Stockholder Litigation

Article VI Conditions Precedent

6.1 Each Party
6.2 Parent and Acquisition
6.3 Company

Article VII Termination and Abandonment

7.1 Termination and Abandonment
7.2 Effect of Termination

Article VIII Miscellaneous

8.1 Survival of Representations, Warranties, Covenants
and Agreements
8.2 Specific Performance
8.3 Notices
8.4 Interpretation
8.5 Counterparts
8.6 Entire Agreement; No Third Party Beneficiaries
8.7 Amendment
8.8 Waiver
8.9 Governing Law
8.10 Submission to Jurisdiction
8.11 Assignment
8.12 Severability

Other Agreements

Rights agreement amendment 1.07.07

Proxy Solicitation - Schedule 13E-3 Filings

Shareholder meeting

Scheduled for April 18

Proxy statements

Definitive proxy statement 3.20.07
Preliminary proxy statement 2.05.07

Schedule 13e-3 filings

Amendment #1 3.20.07

Schedule 13e-3 2.05.07

Exhibits

Financing

Summaries

Proxy statement summary

Agreements

Debt commitment letter 1.07.07
Citigroup - Lehman Brothers
Commitment letter 1.07.07
WCAS Capital Partners
Equity commitment letter 1.07.07
Welsh Carson
Limited guarantee 1.07.07
Welsh Carson

Deal Protection

No shop covenant

Merger agreement §5.2
Proxy statement disclosure

Break-up fee

$42.5mm, plus out-of-pocket expenses
Agreement §7.2
Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement §6.1
Proxy statement disclosure

Fairness Opinion

JPMorgan fairness opinion

Tax Matters

Disclosure

Proxy statement disclosure

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