FRANKLIN, Tenn.--(BUSINESS WIRE)-- IASIS Healthcare® LLC (“IASIS”) today announced commencement of a cash tender offer and consent solicitation for any and all of the $475 million aggregate principal amount of 8¾% senior subordinated notes due 2014 (CUSIP No. 45072PAB8) (the “Notes”) issued by IASIS, together with its wholly owned subsidiary IASIS Capital Corporation (the “Issuers”). The tender offer and consent solicitation is described in the Offer to Purchase and Consent Solicitation Statement (the “Statement”) dated April 18, 2011. The tender offer will expire at 8:00 a.m., New York City time, on May 16, 2011, unless extended by the Issuers in their sole discretion (such time and date, as the same may be extended, the “Expiration Time”).
Holders who validly tender their Notes and deliver consents to the proposed amendments to the indenture governing the Notes prior to 5:00 p.m., New York City time, on April 29, 2011, unless extended by the Issuers in their sole discretion (such time and date, as the same may be extended, the “Consent Payment Expiration”) shall be eligible to receive total consideration equal to $1,021.25 per $1,000 principal amount of the Notes, which includes a consent payment of $10.00 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes. Holders who validly tender their notes before the Consent Payment Expiration will be eligible to receive payment on the initial payment date, which is expected to be on or about May 3, 2011.
Holders who validly tender their Notes and deliver consents after the Consent Payment Expiration but on or prior to the Expiration Time shall be eligible to receive tender consideration equal to $1,011.25 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes. Holders tendering after the Consent Payment Expiration and prior to the Expiration Time will be eligible to receive payment on the final payment date, which is expected to be on or about May 16, 2011.
Promptly following the Consent Payment Expiration, a supplemental indenture will be executed by the Issuers if the Issuers have received consents representing at least a majority in aggregate principal amount of the outstanding Notes. The supplemental indenture will implement those proposed amendments requiring the consent of at least a majority in aggregate principal amount of the outstanding Notes. However, some of the proposed amendments require the consent of at least a 66 ⅔% supermajority in aggregate principal amount of the outstanding Notes, and those amendments will only be effective under the supplemental indenture if the Issuers have received that supermajority consent. Notes tendered and consents delivered prior to 5:00 p.m., New York City time, on April 29, 2011, (such time and date, as the same may be extended, the “Withdrawal Time”) may be validly withdrawn and revoked at any time prior to the Withdrawal Time, but not thereafter (except if we elect to extend the Withdrawal Time).
Consummation of the tender offer is subject to the occurrence, satisfaction or waiver by the Issuers of the conditions as set forth in the Statement, including, without limitation, (i) the receipt of funds sufficient to pay the total consideration with respect to all Notes on terms and conditions acceptable to the Issuers, in their sole discretion, (ii) amending and restating IASIS’ existing credit facility, or terminating IASIS’ existing credit facility and entering into a new credit facility, in either case pursuant to which the Issuers would be permitted to pay the total consideration with respect to all Notes, and (iii) the execution of an effective supplemental indenture.
The Issuers have engaged BofA Merrill Lynch as Dealer Manager and Solicitation Agent for the tender offer. Questions regarding the terms of the tender offer may be directed to BofA Merrill Lynch, Debt Advisory Services at (888) 292-0070 (toll free) or (980) 388-9217 (collect). The complete terms and conditions of the tender offer and consent solicitation are described in the Statement. Requests for copies of the Statement or other tender offer materials may be directed to Global Bondholder Services Corporation, the Depositary and Information Agent, at (866) 736-2200 (toll free) or (212) 430-3774 (collect).
This press release constitutes neither an offer to purchase the Notes nor a solicitation of consents to amend the related indenture in any jurisdiction in which, it is unlawful to make such an offer or solicitation under applicable securities or “blue sky” laws. The tender offer is made solely pursuant to the Statement.
IASIS, located in Franklin, Tennessee, is a leading owner and operator of medium-sized acute care hospitals in high-growth urban and suburban markets. The Company operates its hospitals with a strong community focus by offering and developing healthcare services targeted to the needs of the markets it serves, promoting strong relationships with physicians and working with local managed care plans. IASIS owns or leases 17 acute care hospital facilities and one behavioral health hospital facility with a total of 3,570 licensed beds and has total annual net revenue of approximately $2.6 billion. These hospital facilities are located in seven regions: Salt Lake City, Utah; Phoenix, Arizona; Tampa-St. Petersburg, Florida; four cities in Texas, including San Antonio; Las Vegas, Nevada; West Monroe, Louisiana; and Woodland Park, Colorado. IASIS also owns and operates a Medicaid and Medicare managed health plan in Phoenix that serves more than 197,000 members. For more information on IASIS, please visit the Company’s Web site at www.iasishealthcare.com.
Some of the statements we make in this press release are forward-looking within the meaning of the federal securities laws, which are intended to be covered by the safe harbors created thereby. Those forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief or expectations including, but not limited to, future financial and operating results, the Company’s plans, objectives, expectations and other statements that are not historical facts. Forward-looking statements involve known and unknown risks and uncertainties that may cause actual results in future periods to differ materially from those anticipated in the forward-looking statements. These risk factors and uncertainties are more fully described in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010, and other filings with the Securities and Exchange Commission.
Although we believe that the assumptions underlying the forward-looking statements contained in this press release are reasonable, any of these assumptions could prove to be inaccurate, and, therefore, there can be no assurance that the forward-looking statements included in this press release will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, you should not regard the inclusion of such information as a representation by the Company or any other person that our objectives and plans will be achieved. We undertake no obligation to publicly release any revisions to any forward-looking statements contained herein to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.
CONTACT:
IASIS Healthcare LLC
Investor Contact:
W. Carl Whitmer, President and Chief Executive Officer, 615-844-2747
or
John M. Doyle, Chief Financial Officer, 615-844-2747
or
Media Contact:
Michele M. Peden, VP, Corporate Communications, 615-467-1255
KEYWORDS: United States North America Tennessee
INDUSTRY KEYWORDS: Health Hospitals Other Health Nursing General Health Managed Care
MEDIA:
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