SECURITIES AND EXCHANGE COMMISSION
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|Item 1.01|| |
Entry into a Material Definitive Agreement.
On May 12, 2021, Mednax, Inc., a Florida corporation (the “Company”), through Mednax Services, Inc., a Florida corporation and wholly-owned subsidiary of the Company (“Mednax Services”), entered into a Services Agreement (the “Agreement”) with R1 RCM Inc. (“R1”), a Delaware corporation, pursuant to which R1 will be the primary provider of enterprise revenue cycle management services for the Company.
Under the terms of the Agreement, Mednax Services will pay R1 certain base fees based on the cost to collect revenue and certain improvement fees based on the improvement generated by R1 in certain metrics, in each case as calculated in accordance with the Agreement.
The Agreement contains customary representations, warranties and covenants of Mednax Services and R1, including indemnities for breach of the Agreement and third-party claims, subject to certain limitations. Each of Mednax Services and R1 may terminate the Agreement prior to the end of its five-year term for material breach, insolvency, or regulatory exclusions, subject to certain notice and cure periods, and Mednax Services may terminate the Agreement upon a change in control of either the Company or R1, or upon a failure of R1 to achieve certain metrics set forth in the Agreement, subject to payment of certain termination fees. The Agreement also provides for a two-year renewal option. As part of the Agreement, certain designated employees of Mednax Services will transition to R1.
The foregoing description of the Agreement is not complete and is qualified in its entirety by the full text of the Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2021.
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.
|Date: May 17, 2021|
C. Marc Richards
Chief Financial Officer