ENSIGN GROUP, INC — Capital/Financing Update 2022

Apr 12, 2022

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): April 8, 2022

The Ensign Group, Inc .

(Exact name of registrant as specified in its charter)

Delaware	001-33757	33-0861263
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

29222 Rancho Viejo Road, Suite 127, — San Juan Capistrano,	92675
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: ( 949 ) 487-9500

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))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	ENSG	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 ( § 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( § 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On April 8, 2022, The Ensign Group, Inc. (the “Company”) and its subsidiaries entered into the Second Amendment to Third Amended and Restated Credit Agreement (the “Credit Facility”) to increase its existing Credit Facility by $250.0 million to an aggregate principal amount of up to $600.0 million and extended the maturity date of the Credit Facility to April 8, 2027. Borrowings under the Credit Facility are supported by a lending consortium arranged by Truist Securities. The interest rates applicable to loans under the Credit Facility are, at the Company's option, equal to either a base rate plus a margin ranging from 0.25% to 1.25% per annum or Secured Overnight Financing Rate (SOFR) plus a margin range from 1.25% to 2.25% per annum, based on the ratio of Consolidated Total Net Debt to Consolidated EBITDA (as such terms are defined in the Credit Facility). In addition, the Company pays a commitment fee on the unused portion of the commitments that ranges from 0.20% to 0.40% per annum, depending on the ratio of Consolidated Total Net Debt to Consolidated EBITDA (as such terms are defined in the Credit Facility).

Except as set forth in the Credit Facility, all other terms and conditions under the existing credit facility remained in full force and effect.

The foregoing description of the Credit Facility is qualified in its entirety by reference to the Second Amendment to Third Amended and Restated Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures of the Second Amendment to Third Amended and Restated Credit Agreement, contained in Item 1.01 above are hereby incorporated into this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Second Amendment to Third Amended and Restated Credit Agreement, dated as of April 8, 2022, by and among The Ensign Group, Inc. and Truist Bank, as administrative agent, and the lenders party thereto.
99.1	Press Release of the Company dated April 12, 2022
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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

Dated: April 12, 2022
By:	/s/ Suzanne D. Snapper
	Suzanne D. Snapper
	Chief Financial Officer, Executive Vice President and Director (principal financial officer and accounting officer and duly authorized officer)