UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 205, 2017

AURORA DIAGNOSTICS HOLDINGS, LLC

(Exact name of registrant as specified in charter)

Delaware	333-176790	20-4918072
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11025 RCA Center Drive, Suite 300, Palm Beach Gardens, Florida 33410

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (866) 420-5512

N/A

(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 (see General Instruction A.2. below):

☐

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))

Indicate by check mark whether the registrant is an emerging growth company 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~~May 205, 2017, Aurora Diagnostics Holdings, LLC (the “Company”), asentered ~~guarantor,~~into ~~its~~a ~~subsidiary~~supplemental ~~Aurora~~indenture ~~Diagnostics,~~(the ~~LLC,~~“Tenth Supplemental asIndenture”) ~~borrower,~~to ~~and certain~~the ~~other~~indenture ~~subsidiaries~~governing of the Company,’s as10.750% ~~guarantors,~~Senior ~~entered~~Notes ~~into~~due a2018 ~~seventh amendment to~~ (the ~~Financing Agreement~~“Notes”), dated as of ~~July~~December 3120, ~~2014~~2010 (as amended or supplemented, ~~restated~~the “Indenture”), ~~supplemented~~by orand ~~otherwise~~among ~~modified~~the ~~from~~Company, Aurora ~~time~~Diagnostics toFinancing, ~~time~~Inc., the guarantors party thereto and U.S. Bank National Association, as trustee (the “~~Financing~~Trustee”), following receipt of the requisite consents required to approve the amendments to the Indenture (the ~~Agreement~~“Amendments”), ~~with~~pursuant ~~Cerberus~~to ~~Business~~the ~~Finance~~Company’s exchange offer and consent solicitation that commenced on April 24, ~~LLC~~2017. The Amendments, among other things, deleted substantially all of the restrictive covenants as ~~administrative~~well ~~agent~~as ~~and~~certain events ~~collateral~~of ~~agent~~default (set forth in the ~~“Seventh~~Indenture ~~Amendment”)~~and the Notes.

The ~~Seventh Amendment~~foregoing ~~amended~~description ~~the definition~~ of ~~“Final Maturity Date” to modify~~ the ~~provision~~Tenth ~~that~~Supplemental ~~accelerated~~Indenture ~~the~~does ~~maturity~~not purport ~~date~~to ofbe ~~the~~complete ~~Financing~~and ~~Agreement~~is toqualified ~~October 14, 2017~~ in ~~the~~its ~~event~~entirety ~~that~~by ~~any~~reference ~~of the Company’s 10.750% Senior Notes due 2018 (the “Existing Notes”) had not been refinanced prior~~ to ~~such date. As amended,~~ the ~~maturity~~Tenth ofSupplemental ~~the Financing Agreement will be accelerated to October 14~~Indenture, ~~2017~~which ~~only~~is infiled ~~the~~as ~~event that the maturity of more than $2.6~~Exhibit ~~million~~4.1 ~~in aggregate principal amount of Existing Notes has not been extended~~ to ~~October 31,~~this ~~2019~~Current orReport ~~a later date~~ on orForm 8-K ~~before~~and ~~October 14,~~incorporated ~~2017~~herein by reference.

In addition, pursuant to the Seventh Amendment, the lenders thereunder consented to the Company redeeming, repurchasing or paying at maturity up to $2.6 million of Existing Notes at any time and from time to time within eight months of the consummation of the Company’s Exchange Offer referred to under Item 8.01, but only to the extent that such Existing Notes remain outstanding following the consummation of the Exchange Offer.

The Seventh Amendment contains customary representations and warranties applicable to the Company and its subsidiaries.

The foregoing summary of the Seventh Amendment does not purport to be complete and is qualified in its entirety by reference to the Seventh Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On ~~April 24~~May 8, 2017, the Company issued a press release announcing the ~~commencement~~early oftender ~~the~~results ~~Company’s~~of ~~offer~~its topreviously announced exchange ~~(the~~offer ~~“Exchange Offer”) any~~ and consent ~~all~~solicitation ofwith ~~the~~respect ~~Existing~~to ~~Notes for a combination of 12.250% Increasing Rate Senior Notes due 2020 (~~the ~~“New~~ Notes”) and ~~warrants to purchase units of~~ the ~~common~~entry ~~equity~~into of the ~~Company~~Tenth ~~(the~~Supplemental ~~“Warrants”),~~Indenture. ~~and~~A ~~the~~copy ~~solicitation~~ of ~~consents~~ ~~from~~the ~~registered~~press ~~holders~~release ofis ~~Existing~~attached ~~Notes~~hereto toas ~~certain~~Exhibit 99.1 ~~proposed~~and ~~amendments~~incorporated toherein ~~the~~by ~~indenture governing the Existing Notes~~reference.

This Current Report on Form 8-K is neither an offer to sell or exchange nor the solicitation of an offer to buy the New Notes, the Warrants or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

A copy of the press release announcing the Exchange Offer and Consent Solicitation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1		Seventh Amendment to Financing Agreement, dated as of April 20, 2017, by and among Aurora Diagnostics, LLC, as borrower, Aurora Diagnostics Holdings, LLC and certain subsidiaries of Aurora Diagnostics, LLC, as guarantors, various lenders from time to time party thereto, as lenders, and Cerberus Business Finance, LLC, as administrative agent and collateral agent.
4.1		Tenth Supplemental Indenture, dated as of May 5, 2017, by and among Aurora Diagnostics Holdings, LLC, Aurora Diagnostics Financing, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee.
99.1		Press Release issued by Aurora Diagnostics Holdings, LLC, dated ~~April~~May 248, 2017.

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.

	AURORA DIAGNOSTICS HOLDINGS, LLC	~~AURORA DIAGNOSTICS HOLDINGS, LLC~~
April 25, 2017		/s/ Michael C. Grattendick
May 8, 2017	/s/ Michael C. Grattendick
	Michael C. Grattendick	~~Michael C. Grattendick~~
	Chief Financial Officer	~~Chief Financial Officer~~

EXHIBIT INDEX

ExhibitNo.		Exhibit Description
Exhibit No.		Exhibit Description
10.1		Seventh Amendment to Financing Agreement, dated as of April 20, 2017, by and among Aurora Diagnostics, LLC, as borrower, Aurora Diagnostics Holdings, LLC, and certain subsidiaries of Aurora Diagnostics, LLC, as guarantors, various lenders from time to time party thereto, as lenders, and Cerberus Business Finance, LLC, as administrative agent and collateral agent.
4.1		Tenth Supplemental Indenture, dated as of May 5, 2017, by and among Aurora Diagnostics Holdings, LLC, Aurora Diagnostics Financing, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee.
99.1		Press Release issued by Aurora Diagnostics Holdings, LLC, dated ~~April~~May 248, 2017.

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