American HomePatient Announces Successful Results of Self-Tender Offer and Debt Restructuring
September 02 2010 - 9:00AM
Business Wire
American HomePatient, Inc. (OTCBB: AHOM) (“American HomePatient”
or the “Company”), one of the nation’s largest home health care
providers, today announced that 6,917,314 shares of the Company
(the “Shares”) have been tendered pursuant to the self-tender offer
made by the Company on July 7, 2010 for all outstanding shares of
common stock of the Company at $0.67 per share (the “Offer”). The
Company has accepted the Shares for payment. The Shares, when added
to shares owned by Highland Capital Management, L.P. and its
affiliates (“Highland”), represent 87% of the outstanding shares of
the Company. Highland is the largest holder of the Company’s senior
debt and held approximately 48% of the Company’s outstanding shares
prior to the Offer.
The Company will promptly pay for the accepted Shares validly
tendered in the Offer and not withdrawn by providing its
depositary, Computershare, with sufficient funds for transmittal to
tendering Shareholders. The depositary will act as the agent of
persons who have tendered Shares in the Offer for the purposes of
receiving payment from the Company and transmitting payment to such
persons, and receipt of payment by the depositary will be deemed to
constitute receipt of payment by persons tendering Shares.
Simultaneously with the acceptance of the Shares for payment,
the Company completed the restructuring of its senior debt, which
had matured on August 1, 2009, into two four-year secured term
loans. The successful completion of the Offer and the debt
restructuring are each steps in a series of transactions that are
expected to result in the Company becoming 100% owned by
Highland.
With 78.5% of the outstanding shares now owned by Highland, the
Company intends to call a special shareholders meeting as soon as
reasonably practicable at which Highland intends to vote its shares
in favor of a merger which would cause all remaining shareholders
of the Company other than Highland to have their shares of the
Company exchanged for $0.67 per share.
Joseph F. Furlong, President and Chief Executive Officer of the
Company, stated, “This is an important day for American HomePatient
and all of our stakeholders. We believe this transaction provides
fair value to our shareholders and resolves the uncertainty caused
by the maturing of our senior debt over a year ago. Our Company and
its constituents will all benefit from this more stable financial
environment as we continue to provide critical services to our
patients. At this time, I would like to especially thank our
employees for their hard work and dedication and our vendors for
their support during the extended time needed to resolve our debt
maturity issue.”
For more information on the take up and payment of tendered
Shares, American HomePatient shareholders are encouraged to contact
Computershare at 800-546-5141.
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.
This communication may be deemed to be solicitation material
regarding the merger described herein. In connection with the
merger, American HomePatient, Inc. intends to file relevant
materials with the SEC, including a proxy statement on Schedule
14A. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION. Investors and
stockholders will be able to obtain the proxy statement and other
relevant documents free of charge at the SEC’s web site,
www.sec.gov, and will receive information at an appropriate time on
how to obtain transaction-related documents for free from American
HomePatient Inc. Such documents are not currently available.
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 the ability to complete the restructuring
plan and the effect of not completing the restructuring plan, the
effect of the restructuring plan on the Company’s financial
position, 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.