Province Healthcare Receives the Requisite Consents Pursuant to Its Tender Offer and Consent Solicitation for Its 7-1/2% Senior
April 01 2005 - 1:53PM
PR Newswire (US)
Province Healthcare Receives the Requisite Consents Pursuant to Its
Tender Offer and Consent Solicitation for Its 7-1/2% Senior
Subordinated Notes Due 2013 BRENTWOOD, Tenn., April 1
/PRNewswire-FirstCall/ -- Province Healthcare Company ("Province
Healthcare") (NYSE:PRV) announced today that it has received the
requisite consents and tenders from holders of its 7-1/2% Senior
Subordinated Notes due 2013 (CUSIP No. 743977AF7) (the "Notes") to
eliminate substantially all of the restrictive covenants and to
significantly amend the merger covenant and certain events of
default and related provisions contained in the indenture governing
the Notes (the "Proposed Amendments"). On March 18, 2005, Province
Healthcare, in connection with its previously announced business
combination (the "Proposed Transaction") with LifePoint Hospitals,
Inc. ("LifePoint") (NASDAQ:LPNT) into a newly formed company ("New
LifePoint"), commenced a cash tender offer and consent solicitation
for any and all of its $200,000,000 outstanding principal amount of
the Notes. The consent solicitation expired at 12:00 midnight, New
York City time, on Thursday, March 31, 2005. Prior to expiration of
the consent solicitation, holders of approximately 96.9% of the
outstanding principal amount of the Notes had tendered their Notes
and consented to the Proposed Amendments. These consents and
tenders may not be validly withdrawn unless Province Healthcare
makes a material change in the terms of the tender offer. The
tender offer is scheduled to expire at 12:00 midnight, New York
City time, on April 15, 2005, unless extended or earlier
terminated. Province Healthcare intends to enter into a
supplemental indenture to effect the Proposed Amendments described
in the Offer to Purchase and Consent Solicitation Statement, dated
March 18, 2005. The Proposed Amendments will not become operative,
however, unless and until the Notes tendered by the consenting
holders are accepted for purchase pursuant to the terms of the
tender offer. Once the Proposed Amendments become operative, they
will be binding upon the holders of the Notes not purchased in the
offer. The obligations of Province Healthcare to accept for
purchase and pay for the Notes in the tender offer is conditioned
on, among other things, the satisfaction or waiver of all
conditions precedent to the consummation of the Proposed
Transaction, as described in more detail in the Offer to Purchase
and Consent Solicitation Statement. This announcement is not an
offer to purchase, nor a solicitation of an offer to purchase, nor
a solicitation of tenders or consents with respect to, any Notes.
The tender offer and consent solicitation are being made solely
pursuant to the Offer to Purchase and Consent Solicitation
Statement and related Consent and Letter of Transmittal. Province
Healthcare has retained Citigroup Global Markets Inc. to serve as
the dealer manager and solicitation agent for the tender offer and
the consent solicitation. Questions regarding the tender offer and
consent solicitation or requests for documents may be directed to
Citigroup Global Markets Inc., Liability Management Group, at (800)
558-3745 (U.S. toll free) and (212) 723-6106 (collect) or Global
Bondholder Services Corporation, the Information Agent, at (866)
804-2200 (U.S. toll-free) and (212) 430-3774 (collect). In
connection with the proposed transaction between LifePoint
Hospitals and Province Healthcare, Lakers Holding has filed with
the Securities and Exchange Commission (the "SEC") a joint proxy
statement/prospectus, as part of a Registration Statement on Form
S-4, as amended, and other relevant materials. The definitive joint
proxy statement/prospectus was mailed to the stockholders of
LifePoint Hospitals and Province Healthcare on or about February
22, 2005. Investors and security holders are advised to read the
joint proxy statement/prospectus and other relevant materials when
they become available, as well as any amendments or supplements to
those documents, because they will contain important information
about Lakers Holding, LifePoint Hospitals, Province Healthcare and
the proposed transaction. In addition, the joint proxy
statement/prospectus and other relevant materials filed by
LifePoint Hospitals or Province Healthcare with the SEC may be
obtained free of charge at the SEC's web site at
http://www.sec.gov/ . In addition, investors and security holders
may obtain free copies of the documents filed with the SEC by
LifePoint Hospitals or Lakers Holding by contacting Investor
Relations, LifePoint Hospitals, Inc., 103 Powell Court, Suite 200,
Brentwood, Tennessee, 37027, Phone: (615) 372-8500 and by Province
Healthcare by contacting Investor Relations, Province Healthcare
Company, 105 Westwood Place, Suite 400, Brentwood, Tennessee,
37027, Phone: (615) 370-1377. This document may contain statements
that constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements. Such forward-
looking statements, particularly those statements regarding the
effects of the merger, reflect LifePoint Hospitals, Inc.'s and
Province Healthcare Company's current expectations and beliefs, are
not guarantees of performance of LifePoint Hospitals or the newly
formed combined entity and are subject to a number of risks,
uncertainties, assumptions and other factors that could cause
actual results to differ materially from those described in the
forward- looking statements. For example, such risks,
uncertainties, assumptions and other factors include, without
limitation, the possibility that (1) problems may arise in
successfully integrating the businesses of the two companies; (2)
the acquisition may involve unexpected costs; (3) the combined
company may be unable to achieve cost-cutting synergies; (4) the
businesses may suffer as a result of uncertainty surrounding the
acquisition; and (5) the combined company may be subject to future
regulatory or legislative actions. For a further discussion of
these and other risks, uncertainties, assumptions and other
factors, see the joint proxy statement/prospectus and LifePoint
Hospitals' and Province Healthcare's filings with the Securities
and Exchange Commission. LifePoint Hospitals and Province
Healthcare undertake no duty to update forward-looking statements.
DATASOURCE: Province Healthcare Company CONTACT: Christopher T.
Hannon, Senior Vice President and Chief Financial Officer of
Province Healthcare Company, +1-615-370-1377 Web site:
http://www.provincehealthcare.com/
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