GEN Acquisition Corp. Announces Extension of Its Tender Offers for Genesis Healthcare Corporation's 8% Senior Subordinated Notes
July 05 2007 - 6:12PM
PR Newswire (US)
NEW YORK, July 5 /PRNewswire/ -- GEN Acquisition Corp. ("GEN
Acquisition") announced today that it is extending its previously
announced cash tender offers and consent solicitations with respect
to any and all of the 8% Senior Subordinated Notes due 2013 (CUSIP
Nos. 37184DAC5 and 37184DAA9) (the "8% Notes") and any and all of
the 2.5% Convertible Senior Subordinated Debentures due 2025 (CUSIP
Nos. 37184DAE1 and 37184DAD3) (the "2.5% Notes" and together with
the 8% Notes, the "Notes"), issued by Genesis HealthCare
Corporation ("GHC") (NASDAQ:GHCI). The terms of the tender offers
are amended accordingly. The new Expiration Date for both tender
offers is 5:00 p.m., New York City time, on July 9, 2007, unless
the tender offers are further extended or earlier terminated by GEN
Acquisition at its discretion. The tender offers are being made in
connection with the agreement and plan of merger dated as of
January 15, 2007, as amended, among GEN Acquisition, GHC and GEN
Acquisition's parent, FC-GEN Acquisition, Inc. ("Parent"), that
provides for the merger of GEN Acquisition with and into GHC, with
GHC being the surviving corporation in the merger (the
"Acquisition"). GEN Acquisition and Parent are owned by affiliates
of Formation Capital, LLC and affiliates of JER Partners, which is
the private equity investment group affiliated with J.E. Robert
Company, Inc. The tender offers are being extended to coordinate
the expiration of the tender offers with the closing of the
Acquisition (a condition to the tender offers). GEN Acquisition has
received tenders from holders of 100% of the 8% Notes and 100% of
the 2.5% Notes. The tender offers and consent solicitations are
being made solely on the terms and subject to the conditions set
forth in the Offer to Purchase and Consent Solicitation Statement
dated June 7, 2007, and the accompanying Letter of Transmittal and
Consent, as amended and supplemented by GEN Acquisition's press
releases dated June 20, 2007 and June 21, 2007 and this press
release (the "Tender Offer Documents"). Capitalized terms not
otherwise defined in this press release have the meanings given to
them in the Tender Offer Documents. GEN Acquisition reserves the
right to terminate, withdraw or amend the tender offers and consent
solicitations at any time, subject to applicable law. GEN
Acquisition's tender offers are subject to the conditions set forth
in the Tender Offer Documents, including, without limitation, the
consummation of the Acquisition, the receipt of the financing
necessary to pay for the Notes and the receipt of the requisite
consents in accordance with the terms of the tender offers and
consent solicitations. Although it is currently envisaged that the
tender offers will be run concurrently, each tender offer is a
separate and distinct offer. The timing and other terms and
conditions of each tender offer may be amended with or without
corresponding amendments to the other tender offer. GEN Acquisition
has retained UBS Investment Bank to act as Dealer Manager in
connection with the tender offers and consent solicitations.
Questions about the tender offers and consent solicitations may be
directed to the Liability Management Group of UBS Investment Bank
at (888) 722-9555 x3374210 (toll free) or (203) 719-4210 (collect).
Copies of the Tender Offer Documents and other related documents
may be obtained from Innisfree M&A Incorporated, the
information agent for the tender offers and consent solicitations,
at (888) 750-5834 (noteholders call toll-free) or (212) 750-5833
(banks and brokers call collect). The tender offers and consent
solicitations are being made solely by means of the Tender Offer
Documents. Under no circumstances shall this press release
constitute an offer to purchase or the solicitation of an offer to
sell the Notes or any other securities of GHC. It also is not a
solicitation of consents to the proposed amendments to the
indentures. No recommendation is made as to whether holders of the
Notes should tender their Notes or give their consent. This press
release does not constitute an offer to sell or the solicitation of
an offer to buy any security and shall not constitute an offer,
solicitation or sale of any securities in any jurisdiction in which
such offering, solicitation or sale would be unlawful. Forward
Looking Statements Certain statements in this press release are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward looking
statements may be identified by the words "believe," "expect,"
"anticipate," "project," "plan," "estimate," "will" or "intend" and
similar expressions. The forward-looking statements contained
herein reflect our current views with respect to future events and
are based on our currently available financial, economic and
competitive data and on current business plans. Actual results
could vary materially depending on risks and uncertainties that may
affect GEN Acquisition's business and operations and other factors.
These forward-looking statements speak only as of the date on which
the statements were made and we undertake no obligation to publicly
update or review any forward-looking statement, whether as a result
of new information, future developments or otherwise, except as
otherwise required by law. About Formation and JER Formation
Capital is a private equity firm in the senior housing and
long-term care industry. Over the past five years Formation Capital
has completed over $1.5 billion of acquisitions in the sector and
provides asset management services to over 250 facilities
nationwide. For more information on Formation Capital, please visit
http://www.formationcapital.com/. JER Partners is the private
equity investment arm of J.E. Robert Companies, a real estate
investment management company with more than 25 years of experience
in sourcing, underwriting and managing a broad spectrum of real
estate equity investments and debt products in North America and
Europe. JER has completed over $1.1 billion of acquisitions in the
senior housing sector. JER's primary investments are in office,
hospitality, retail, multi-family, healthcare-related real estate
and industrial properties. Other areas of investment include
commercial mortgage-backed securities ("CMBS") and mezzanine
financing. For more information on JER, please visit
http://www.jer.com/. DATASOURCE: GEN Acquisition Corp. CONTACT:
Innisfree M&A Incorporated, Banks and Brokers Call Collect:
+1-212-750-5833, All Others Call Toll Free: 1-888-750-5834 Web
site: http://www.formationcapital.com/ http://www.jer.com/
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