Air Medical Group Holdings, Inc. entered into a definitive agreement to acquire American Medical Response, Inc. from Emergency Medical Services LP Corporation for $2.4 billion on August 7, 2017. The transaction will be structured as a cash acquisition. Air Medical Group has obtained preferred equity financing for the transaction from KKR North America XI Fund, L.P., a fund managed by KKR & Co. L.P. and by Koch Equity Development LLC, subsidiary of Koch Industries, Inc. and additionally secured debt financing commitments from Morgan Stanley Senior Funding, Inc., Goldman Sachs Bank USA, Jefferies Finance LLC, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Nomura Securities International, Inc. and unsecured debt financing commitments from PSP Investments Credit USA LLC and Ares Capital Management LLC to fund the transaction. The combined company will adopt a new name after the transaction. Pursuant to the agreement, Air Medical Group is required to pay Emergency Medical Services a termination fee of $125 million.

Randel G. Owen, Envision's President of Ambulatory Services will assume the role of President and Chief Executive Officer of the new combined company. Fred Buttrell will continue as President and Chief Executive Officer of the Air Medical division. Edward Van Horne will continue as President and Chief Executive Officer of the American Medical Response division. Michael Preissler, Chief Financial Officer at Air Medical Group Holdings and Thomas Cook, General Counsel at Air Medical Group Holdings will serve in the same roles for the combined company. The team members of American Medical Response will continue to operate after the transaction. Following the closing of the transaction, American Medical Response and Air Medical Group Holdings will continue to support operations from two key leadership locations in Greenwood Village, Colorado and Lewisville, Texas. The pending acquisition is subject to regulatory and governmental authority approvals and customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act. On March 8, 2018, the Federal Trade Commission (FTC) issued a notice of early termination of waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is expected to close in the fourth quarter of 2017. As of January 4, 2017, the transaction is expected to be completed in the first quarter of 2018. Envision expects to use the net proceeds from the divestiture of American Medical Response to reduce the debt outstanding under its existing Term Loan B.

Citi and Goldman Sachs acted as financial advisors and Fried, Frank, Harris, Shriver, & Jacobson LLP acted as legal advisor to Koch Equity Development LLC. Guggenheim Securities, LLC acted as financial advisor and J. James Jenkins and Frank M. Pellegrino of Bass, Berry & Sims PLC acted as legal advisors to Envision. Barclays acted as financial advisor to Air Medical Group Holdings. Gary Horowitz, Stephen Wiseman, Matthew Rogers, Philip Cooper, Lily Picon, Geraldine Rothschild, Ryan Bekkerus, Richard Fenyes, Sunny Cheong, Adam Shapiro, Katie Crumbaugh, Nancy Mehlman, Sophie Staples, Tristan Brown, Joo Hyun Lee, Steve DeLott, Tim Gallagher, Adeeb Fadil, Peter Guryan, Jonathan Stradling, Todd Noelle, David Pupkin, James Cross, Christine Marshall, David Rubinsky, Jeannine McSweeney, Eric Wolf, Monisha Bhayana, Jake Phillips, Rob Holo, Peter Guryan, Kelly Karapetyan, Richard Jamgochian, Lori Lesser, Linda Nyberg and Louis Kruger of Simpson Thacher & Bartlett LLP acted as legal advisors to Air Medical Group Holdings. Maura O'Sullivan of Shearman and Sterling represented Morgan Stanley in the financing of this transaction.