BRENTWOOD, Tenn.--(BUSINESS WIRE)-- American HomePatient, Inc. (“American HomePatient” or the “Company”), one of the nation’s largest home health care providers, today announced that it has completed a second-step merger with an affiliate pursuant to which the Company has ceased to be a public company and has become 100% owned by a fund managed by Highland Capital Management, L.P. (“Highland”). The second-step merger was the final step in a series of transactions contemplated by a Restructuring Support Agreement entered into between the Company, Highland and certain of the Company’s other senior lenders on April 27, 2010. Pursuant to that Agreement and as a condition to the restructuring of the Company’s senior debt (which had matured in August 2009), the Company agreed to pursue a series of transactions, which included the recently closed self-tender offer and the second-step merger, that have resulted in the Company becoming a wholly-owned subsidiary of funds managed by Highland.
On October 12, 2010 a special meeting of the shareholders of the Company was held for the purpose of considering and approving the proposal to carry out the second-step merger. Having received the necessary shareholder approval and pursuant to the terms of the Merger Agreement, each share of common stock of the Company (other than shares owned by Highland Capital Management, L.P. and its affiliates) was converted into the right to receive $0.67 per share in cash (without interest and less any withholding taxes).
The Company has become 100% owned by a fund managed by Highland Capital Management, L.P. (and is no longer publicly-owned). The shares of the Company’s common stock will cease to be quoted on the Over-the-Counter Bulletin Board (“OTCBB”), and the Company will cease to be required to make filings with the SEC or to comply with the SEC rules relating to public companies.
Holders of Company stock certificates will receive an exchange package - with instructions concerning how to deliver their shares for payment - from the Company’s exchange agent, Computershare. Shareholders who hold their shares in “street name” will receive information from their banks or brokers, who will handle the exchange of their shares directly. For more information on this process, American HomePatient shareholders are encouraged to contact Computershare at 800-546-5141.
Joseph F. Furlong, President and Chief Executive Officer of the Company, stated: “We are very pleased to have finally completed this process and to be aligned with an organization such as Highland. The stability provided as a result of the restructuring of our senior debt, coupled with Highland’s commitment to the long term success of American HomePatient, will be of great benefit to all of our stakeholders, including our customers, employees, and vendors.”
Patrick Daugherty, a Partner at Highland, stated: “We are looking forward to working with the management team at American HomePatient to take advantage of compelling opportunities in the evolving business of providing home durable medical equipment. We believe that the combination of the American HomePatient organization and Highland Capital Management resources will enhance the Company’s long term success.”
American HomePatient, a Nevada corporation, is one of the nation’s largest home health care providers with operations in 33 states. Its product and service offerings include respiratory services, infusion therapy, parenteral and enteral nutrition, and medical equipment for patients in their home.
Certain statements made in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which the Company is unable to predict or control, that may cause the Company’s actual results or performance to materially differ from any future results or performance expressed or implied by such forward-looking statements. These statements involve risks and uncertainties, including, without limitation, risks and uncertainties regarding current and future reimbursement rates, and reimbursement reductions and the Company’s ability to mitigate the impact of the reductions. These risks and uncertainties are in addition to risks, uncertainties, and other factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company cautions investors that any forward-looking statements made by the Company are not necessarily indicative of future performance. The Company is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet services.
American HomePatient, Inc.
Joseph F. Furlong, 615-221-8884
President and CEO
Stephen L. Clanton, 615-221-8884
Executive VP & CFO
KEYWORDS: United States North America Tennessee
INDUSTRY KEYWORDS: Health Other Health Nursing General Health Managed Care