FORT MYERS, FL -- (Marketwired) -- 04/28/15 -- 21st Century Oncology Holdings, Inc. (the "Company") announced today the early results 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"), as of 5:00 p.m., New York City time, on April 24, 2015 (the "Consent Expiration"). The tender offer and consent solicitation is being 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 will expire at 11:59 p.m., New York City time, on May 8, 2015, unless extended or earlier terminated by the Issuer in its sole discretion (such time and date, as the same may be extended, the "Expiration Time").
Of the $82.5 million aggregate principal amount of Notes outstanding, $7.5 million aggregate principal amount of Notes (the "Escrowed Notes") are held in escrow subject to that certain escrow agreement dated as of October 25, 2013 (the "Escrow Agreement"), and the remaining $75.0 million are outstanding and held by holders (the "Outstanding Notes"). As of the Consent Expiration, $74,552,845 aggregate principal amount, or approximately 99.4%, of the Outstanding Notes have been validly tendered and not validly withdrawn, and the holders thereof have consented to certain proposed amendments to the indenture governing the Notes (the "Indenture") and certain proposed amendments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. Having received the requisite consents from holders of the Outstanding Notes in connection with the consent solicitation, the Issuer intends to execute a supplemental indenture (the "Supplemental Indenture") that would eliminate substantially all restrictive covenants, certain events of default applicable to the Notes and certain other provisions contained in the Indenture. In addition, the Issuer intends to execute an amendment to the Escrow Agreement that would facilitate the tender by holders, pursuant to the tender offer, of that portion of the Escrowed Notes to which they would be entitled upon satisfaction of the conditions to release thereof to holders under the Escrow Agreement. The amendments contemplated by the Supplemental Indenture will not become operative until a majority of the outstanding principal amount of the Notes (not including the Escrowed Notes and any Notes held by the Issuer or its affiliates) has been purchased by the Issuer pursuant to the tender offer, and the amendment to the Escrow Agreement will not become operative until the Issuer's notice of acceptance for purchase of such Notes pursuant to the tender offer.
Holders who validly tendered (and did not validly withdraw) their Outstanding Notes on or prior to the Consent Expiration, and whose Outstanding Notes are accepted for payment, will receive total consideration equal to $1,077.00 per $1,000 principal amount of the Outstanding Notes (the "Total Consideration"), plus any accrued and unpaid interest on the Outstanding Notes up to, but not including, the initial settlement date. The Total Consideration includes a consent payment of $30.00 per $1,000 principal amount of the Outstanding Notes.
Holders who validly tender (and do not validly withdraw) their Outstanding Notes after the Consent Expiration, but on or 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. Holders of Outstanding Notes who tender after the Consent Expiration will not receive a consent payment. In addition, if the proposed escrow amendments (as discussed above) are implemented, holders who validly tender (and do not validly withdraw) their Outstanding Notes at any time prior to the Expiration Time will be entitled to receive the Tender Offer Consideration with respect to the corresponding amount of Escrowed Notes that such holder would be entitled to receive were the conditions to release to holders of the Escrowed Notes provided for in the Escrow Agreement satisfied. In this case, if such holders are also entitled to receive the consent payment in addition to the Tender Offer Consideration with respect to the Outstanding Notes they validly tendered (and did not validly withdraw) prior to the Consent Expiration, they will also be entitled to receive the consent payment with respect to their corresponding amount of Escrowed Notes.
Provided that certain customary conditions to the tender offer, including a financing condition, have been satisfied or waived by the Issuer, the Issuer will pay for Notes purchased in the tender offer, together with accrued interest, on either the initial settlement date or the final settlement date, as applicable, provided that no such interest will be paid on any of the Escrowed Notes. Holders of Outstanding Notes that have been validly tendered and accepted by the Issuer by the Consent Expiration will receive the Total Consideration with respect to both the Outstanding Notes and the corresponding amount of Escrowed Notes and will be paid on the initial settlement date, which is expected to be promptly after satisfaction of the financing condition (which is currently expected to be satisfied on April 30, 2015), provided that all other conditions to the offer have been satisfied or waived at such time. Holders of Outstanding Notes that have been validly tendered and accepted by the Issuer after the Consent Expiration, but on or prior to the Expiration Time, will receive the Tender Offer Consideration only, with respect to both the Outstanding Notes and the corresponding amount of Escrowed Notes, and will be paid on the final settlement date, which is expected to be promptly after the date on which the Expiration Time occurs.
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, if the proposed amendments to the Indenture and the Escrow Agreement become operative, the holders thereof will be bound by such amendments even though they have not consented to the 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 are only being made pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement and the related Letter of Transmittal. The tender offer and consent solicitation are not being made 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. None of the Issuer, the dealer manager, the solicitation agent, the information agent, the depositary or their respective affiliates is making 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 has 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:
Global Bondholder Services Corporation Morgan Stanley & Co. LLC 65 Broadway - Suite 404 1585 Broadway New York, New York 10006 New York, New York 10036 Attention: Corporate Actions Attention: Liability Management Group (800) 624-1808 (Toll-Free) Banks and Brokers call: (212) 430-3774 (212) 761-1057 (Collect) Toll-Free: (866) 470-4300 Facsimile: (212) 430-3775 or (212) 430-3779
About 21st Century Oncology Holdings, Inc.
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:
SVP, CFO for U.S. Operations
The Ruth Group