Health Management Associates, Inc. (NYSE: HMA) (“Issuer”)
today announced the early results of the previously announced cash
tender offers for any and all of its (i) $400 million outstanding
principal amount of 6.125% Senior Notes due 2016 (CUSIP No.
421933AH5) (the “2016 Notes”) and (ii) $875 million outstanding
principal amount of 7.375% Senior Notes due 2020 (CUSIP No.
421933AL6) (the “2020 Notes” and, together with the 2016 Notes, the
“Notes”), as of 5:00 p.m., New York City time, January 23, 2014
(the “Consent Expiration” or “Withdrawal Time”), as well as the
results of the previously announced consent solicitations with
respect to the Notes, which expired at the Consent Expiration.
As of the Consent Expiration, $370,288,000 aggregate principal
amount, or approximately 92.6%, of the outstanding 2016 Notes and
$854,088,000 aggregate principal amount, or approximately 97.6%, of
the outstanding 2020 Notes have been validly tendered and not
withdrawn, and the holders thereof have consented to the proposed
amendments to the indenture governing the 2016 Notes (the “2016
Indenture”) and the indenture governing the 2020 Notes (the “2020
Indenture” and, together with the 2016 Notes, the “Indentures”) set
forth in an Offer to Purchase and Consent Solicitation Statement
(the “Offer to Purchase”), that was sent to holders of the Notes.
Having received the requisite consents from the holders of Notes in
connection with the consent solicitations, the Issuer intends to
execute a supplemental indenture with respect to each of the
Indentures (the “Supplemental Indentures”), which will eliminate
substantially all of the covenants, certain default provisions
applicable to the Notes and certain other provisions contained in
each of the Indentures. The amendments contemplated by each
Supplemental Indenture will not become operative until a majority
in aggregate principal amount of the applicable series of Notes has
been purchased by the Issuer pursuant to the terms of the tender
offers, which is expected to occur on January 27, 2014.
The following table sets forth the outstanding principal amount
of Notes and the principal amount that has been tendered and not
withdrawn as of the Consent Expiration:
Title of Security CUSIP Number
PrincipalAmountOutstanding
Aggregate Principal Amount
Tenderedand Not Withdrawn
6.125% Senior Notes due 2016 421933AH5 $400,000,000
$370,288,000 7.375% Senior Notes due 2020 421933AL6
$875,000,000 $854,088,000
Holders who validly tendered (and did not subsequently withdraw)
their 2016 Notes prior to the Consent Expiration are eligible to
receive the “Total Consideration” of $1,118.13 per $1,000 principal
amount of the 2016 Notes, which includes a consent payment of
$30.00 per $1,000 principal amount of the 2016 Notes. Holders who
validly tendered (and did not subsequently withdraw) their 2020
Notes prior to the Consent Expiration are eligible to receive the
“Total Consideration” of $1,161.88 per $1,000 principal amount of
the 2020 Notes, which includes a consent payment of $30.00 per
$1,000 principal amount of the 2020 Notes. These holders will also
receive accrued and unpaid interest from the last interest payment
on the applicable Notes up to, but not including, the payment date
for such Notes accepted for purchase, which is expected to be
January 27, 2014.
The tender offers will expire at 11:59 p.m., New York City time,
on February 6, 2014, unless extended or earlier terminated by the
Issuer in its sole discretion (the “Expiration Time”). Holders who
validly tender (and do not validly withdraw) their 2016 Notes after
the Consent Expiration and prior to the Expiration Time will be
entitled to receive consideration equal to $1,088.13 per $1,000
principal amount of the 2016 Notes. Holders who validly tender (and
do not validly withdraw) their 2020 Notes after the Consent
Expiration and prior to the Expiration Time will be entitled to
receive consideration equal to $1,131.88 per $1,000 principal
amount of the 2020 Notes. These holders will also receive accrued
and unpaid interest on the Notes up to, but not including, the
payment date for such Notes accepted for purchase, which is
expected to be promptly after the Expiration Time. Holders of Notes
tendered after the Consent Expiration will not receive a consent
payment.
Consummation of the tender offers and consent solicitations
remains subject to the satisfaction or waiver of certain previously
announced conditions including, but not limited to: (i) the
consummation of the merger in which Issuer will survive as a direct
or indirect wholly owned subsidiary of CHS/Community Health
Systems, Inc., a Delaware corporation and wholly owned subsidiary
of Community Health Systems, Inc., a Delaware corporation (“CHS”),
which is expected to occur on January 27, 2014 (such merger, the
“Merger”), (ii) the completion of certain debt financing
transactions and availability of sufficient funds, (iii) the
execution and delivery of the Supplemental Indentures and (iv)
certain other conditions.
Substantially concurrently with the closing of the Merger, the
Issuer intends to irrevocably call for redemption all of the Notes
that remain outstanding after the tender offers in accordance with
the applicable Indenture. Prior to the completion of the
redemptions, the Issuer will satisfy and discharge the Indentures
governing the Notes by depositing the redemption prices in trust in
accordance with the satisfaction and discharge provisions of the
Indentures.
The complete terms and conditions of the tender offers and
consent solicitations are set forth in the Offer to Purchase and
related Consent and Letter of Transmittal (“Letter of Transmittal”)
that were sent to holders of the Notes. Copies of the Offer to
Purchase and Letter of Transmittal may be obtained from the Tender
and Information Agent for the tender offers and consent
solicitations, D.F. King & Co. Inc., at (800) 290-6427
(toll-free).
BofA Merrill Lynch and Credit Suisse are the Dealer Managers and
Solicitation Agents for the tender offers and consent
solicitations. Questions regarding the terms of the tender offers
or consent solicitations may be directed to BofA Merrill Lynch at
(888) 292-0070 (toll-free) and (980) 387-3907 (collect) and Credit
Suisse at (800) 820-1653 (toll-free) and (212) 538-2147.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes or any other securities.
The tender offers and consent solicitations are being made only by
and pursuant to the terms of the Offer to Purchase and the related
Letter of Transmittal. Holders are urged to read the Offer to
Purchase and related documents carefully before making any decision
with respect to the tender offers and consent solicitations.
Holders of Notes must make their own decisions as to whether to
tender their Notes and provide the related consents. None of
Issuer, the Dealer Managers and Solicitation Agents or the Tender
and Information Agent makes any recommendations as to whether
holders should tender their Notes pursuant to the tender offers or
provide the related consents, and no one has been authorized to
make such a recommendation. The tender offers and consent
solicitations are not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction.
Issuer expressly reserves the right, subject to applicable law,
to terminate the tender offers and consent solicitations. This
press release does not constitute a notice of redemption or an
obligation to issue a notice of redemption in respect of the
Notes.
About HMA
Health Management Associates, Inc., through its affiliates, owns
and manages hospitals and ambulatory surgery centers in small
cities and selected larger urban markets. HMA currently operates 71
hospitals in 15 states with approximately 11,000 licensed beds.
Shares in Health Management Associates are traded on the New York
Stock Exchange under the symbol “HMA.”
Forward-Looking Statements
Certain statements contained in this communication may
constitute “forward-looking statements”. These statements include,
but are not limited to, statements regarding the expected timing of
the completion of the Merger, the benefits of the Merger, including
future financial and operating results, the combined company’s
plans, objectives, expectations and other statements that are not
historical facts. Such statements are based on the views and
assumptions of the management of CHS and Issuer and are subject to
significant risks and uncertainties. Actual future events or
results may differ materially from these statements. Such
differences may result from the following factors: the ability to
close the transaction on the proposed terms and within the
anticipated time period, or at all, which is dependent on the
parties’ ability to satisfy certain closing conditions, including
the receipt of governmental approvals; the risk that the benefits
of the transaction, including cost savings and other synergies may
not be fully realized or may take longer to realize than expected;
the impact of the transaction on third-party relationships; actions
taken by either of the companies; changes in regulatory, social and
political conditions, as well as general economic conditions.
Additional risks and factors that may affect results are set forth
in Issuer’s and CHS’s filings with the Securities and Exchange
Commission, including each company’s Annual Report on Form 10-K for
the fiscal year ending December 31, 2012 or any Quarterly Report on
Form 10-Q for a subsequent period, in each case as may be amended
or supplemented.
The forward-looking statements speak only as of the date of this
communication. HMA does not undertake any obligation to update
these statements.
Health Management Associates, Inc.John Merriwether,
239-552-3415Vice President of Investor RelationsorJoseph Meek,
239-552-3453Vice President & Treasurer
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