21st Century Oncology Holdings, Inc. Announces Completion of Tender Offer and Consent Solicitation of 11 3/4% Senior Secured Notes Due 2017 by OnCure Holdings, Inc.
(firmenpresse) - FORT MYERS, FL -- (Marketwired) -- 05/11/15 -- 21st Century Oncology Holdings, Inc. (the "Company") announced today the completion of the previously announced cash tender offer and consent solicitation by its indirectly wholly owned subsidiary, OnCure Holdings, Inc. (the "Issuer"), for any and all of the Issuer''s outstanding $82.5 million aggregate principal amount of 11 3/4% Senior Secured Notes due 2017 (the "Notes") then outstanding. The tender offer and consent solicitation were made subject to the terms and conditions set forth in an Offer to Purchase and Consent Solicitation Statement (the "Statement") and a related Letter of Transmittal, dated as of April 13, 2015. The tender offer and consent solicitation expired at 11:59 p.m., New York City time, on May 8, 2015 (the "Expiration Time").
Of the $82.5 million aggregate principal amount of Notes outstanding at the commencement of the tender offer and consent solicitation, $7.5 million aggregate principal amount of Notes (the "Escrowed Notes") were held in escrow subject to that certain escrow agreement dated as of October 25, 2013 (the "Escrow Agreement"), and the remaining $75.0 million were outstanding and held by holders (the "Outstanding Notes"). As previously announced, as of 5:00 p.m., New York City time, on April 24, 2015 (the "Consent Expiration"), $74,552,845 aggregate principal amount, or approximately 99.4%, of the Outstanding Notes had been validly tendered and not validly withdrawn, and the holders thereof consented to certain proposed amendments to the indenture governing the Notes (the "Indenture") and certain proposed amendments to the Escrow Agreement related to the Escrowed Notes set forth in the Statement. On April 28, 2015, the Issuer accepted for purchase all Outstanding Notes that had been validly tendered and not validly withdrawn and the proposed amendments to the Escrow Agreement became operative. The Issuer also accepted for purchase the corresponding amount of Escrowed Notes that the holders of such Outstanding Notes would be entitled to receive were the conditions to release to holders of the Escrowed Notes provided for in the Escrow Agreement satisfied. On April 30, 2015, payment for such Outstanding Notes and Escrowed Notes was made and the proposed amendments to the Indenture became operative.
An additional $3,712 aggregate principal amount of the Outstanding Notes were validly tendered and not validly withdrawn after the Consent Expiration and prior to the Expiration Time. Holders who validly tendered and did not validly withdraw their Outstanding Notes after the Consent Expiration and prior to the Expiration Time, and whose Outstanding Notes are accepted for payment, will receive the tender consideration equal to $1,047.00 per $1,000 principal amount of the Outstanding Notes (the "Tender Offer Consideration"), plus any accrued and unpaid interest on the Outstanding Notes up to, but not including, the final settlement date. In addition, such holders are entitled to receive the Tender Offer Consideration with respect to the corresponding amount of Escrowed Notes that such holders would be entitled to receive were the conditions to release to holders of the Escrowed Notes provided for in the Escrow Agreement satisfied. No interest will be paid on any of the Escrowed Notes. Payment for such Outstanding Notes and Escrowed Notes will be made on the final settlement date, which is expected to be May 11, 2015.
Any Notes not tendered and purchased pursuant to the tender offer will remain outstanding (or held in escrow subject to the Escrow Agreement in the case of the Escrowed Notes) and the holders thereof will be bound by the amendments to the Indenture and the amendments to the Escrow Agreement even though they have not consented to such amendments.
This press release is for informational purposes only and is not an offer to buy or sell or the solicitation of an offer to sell or buy any securities. The tender offer and consent solicitation were only made pursuant to the terms of the Statement and the related Letter of Transmittal. The tender offer and consent solicitation were not made in any jurisdiction in which the making or acceptance thereof would not have been in compliance with the securities, blue sky or other laws of such jurisdiction. None of the Issuer, the dealer manager, the solicitation agent, the information agent, the depositary or their respective affiliates made any recommendation as to whether or not holders should tender all or any portion of their Notes in the tender offer or deliver their consent to the proposed amendments.
The Issuer engaged Morgan Stanley & Co. LLC to act as its dealer manager and solicitation agent for the tender offer and consent solicitation and Global Bondholder Services Corporation to act as information agent and depositary for the tender offer. Requests for documents may be directed to Global Bondholder Services Corporation, and questions regarding the tender offer or consent solicitation may be directed to Morgan Stanley & Co. LLC, with such agencies'' contact details set forth below:
65 Broadway - Suite 404
New York, New York 10006
Attention: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll-Free: (866) 470-4300
Facsimile: (212) 430-3775 or (212) 430-3779
1585 Broadway
New York, New York 10036
Attention: Liability Management Group
(800) 624-1808 (Toll-Free)
(212) 761-1057 (Collect)
21st Century Oncology Holdings, Inc. is the largest global, physician led provider of integrated cancer care services. The Company offers a comprehensive range of cancer treatment services, focused on delivering academic quality, cost-effective patient care in personal and convenient settings. As of March 31, 2015, the Company operated 182 treatment centers, including 147 centers located in 17 U.S. states and 35 centers located in six countries in Latin America. (Source: 21st Century Oncology Holdings, Inc.)
This news release includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Forward-looking statements include information preceded by, followed by, or that includes the words "guidance," "believes," "expects," "anticipates," "could," or similar expressions. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. The forward-looking statements contained in this news release, concern, among other things, statements regarding the Issuer''s tender offer and consent solicitation. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements, including, but not limited to, reductions in Medicare reimbursement, healthcare reform, decreases in payments by managed care organizations and other commercial payers and other risk factors that may be described from time to time in the Company''s filings with the Securities and Exchange Commission. Unless required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this news release might not occur. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this release. For more details on factors that could affect these expectations, please see our filings with the Securities and Exchange Commission.
21st Century Oncology Contact:
Richard Lewis
SVP, CFO for U.S. Operations
239-931-7281
Investor Contact:
The Ruth Group
Nick Laudico
646-536-7030
Courtney Dugan
646-536-7024
Themen in dieser Pressemitteilung:
Unternehmensinformation / Kurzprofil:
Datum: 11.05.2015 - 05:00 Uhr
Sprache: Deutsch
News-ID 1357700
Anzahl Zeichen: 0
contact information:
Contact person:
Town:
FORT MYERS, FL
Phone:
Kategorie:
Alternative
Anmerkungen:
Diese Pressemitteilung wurde bisher 212 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"21st Century Oncology Holdings, Inc. Announces Completion of Tender Offer and Consent Solicitation of 11 3/4% Senior Secured Notes Due 2017 by OnCure Holdings, Inc.
"
steht unter der journalistisch-redaktionellen Verantwortung von
21st Century Oncology (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
