NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE: HMA) (“Issuer”) announced today that it has commenced 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”). In conjunction with the tender offers, Issuer is soliciting consents to eliminate substantially all of the covenants, certain default provisions applicable to the Notes and certain other provisions contained in each of the indentures governing the Notes (the “Indentures”).
On July 29, 2013, Issuer entered into an agreement and plan of merger, as amended on September 24, 2013 (as amended, the “Merger Agreement”), with Community Health Systems, Inc., a Delaware corporation (“CHS”), and FWCT-2 Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of CHS (“Merger Sub”). Pursuant to the terms of the Merger Agreement and subject to the satisfaction or waiver of certain conditions contained therein, Merger Sub, an entity formed by CHS for the sole purpose of effecting the transactions contemplated by the Merger Agreement, will be merged with and into Issuer. Issuer will survive the merger as a direct or indirect wholly owned subsidiary of CHS/Community Health Systems, Inc., a Delaware corporation and wholly-owned subsidiary of CHS (such merger, the “Merger”).
CHS intends to consummate one or more debt financing transactions, so that Issuer, upon surviving the Merger as a direct or indirect subsidiary of CHS, will have sufficient funds, together with cash on hand, to pay the Total Consideration (as defined below) for all tendered Notes and delivered consents, accrued interest and all related fees and expenses (collectively, the “Financing Transaction”). The availability and terms of any financing transactions will be determined by market conditions and other factors at the time of any such transactions.
The tender offers are scheduled to expire at 11:59 p.m., New York City time, on February 6, 2014, unless extended or earlier terminated (the “Expiration Time”). Holders who validly tender their Notes and provide their consents to the amendments to the applicable Indenture before 5:00 p.m., New York City time, on January 23, 2014, unless extended (the “Consent Expiration”), will be eligible to receive the Total Consideration, which includes a consent payment. Holders whose Notes are validly tendered and not withdrawn prior to the Consent Expiration and accepted for purchase will receive payment of the Total Consideration on the initial settlement date, which is currently expected to be January 24, 2014. Holders that validly tender their Notes after the Consent Expiration and prior to the Expiration Time will receive the Tender Offer Consideration (as defined below), plus accrued and unpaid interest, promptly after the Expiration Time. Tenders of Notes may be validly withdrawn and consents may be validly revoked until the Withdrawal Time (as defined below).
With respect to the 2016 Notes, the “Total Consideration” for each $1,000 principal amount of 2016 Notes validly tendered and not validly withdrawn prior to the Consent Expiration is $1,118.13, which includes a consent payment of $30.00 per $1,000 principal amount of 2016 Notes. Holders of the 2016 Notes tendering after the Consent Expiration will be eligible to receive only the “Tender Offer Consideration,” which is $1,088.13 for each $1,000 principal amount of 2016 Notes validly tendered prior to the Expiration Time. With respect to the 2020 Notes, the “Total Consideration” for each $1,000 principal amount of 2020 Notes validly tendered and not validly withdrawn prior to the Consent Expiration is $1,161.88, which includes a consent payment of $30.00 per $1,000 principal amount of 2020 Notes. Holders of the 2020 Notes tendering after the Consent Expiration will be eligible to receive only the “Tender Offer Consideration,” which is $1,131.88 for each $1,000 principal amount of 2020 Notes validly tendered prior to the Expiration Time. Holders will also receive accrued and unpaid interest from the last interest payment on the applicable Notes up to, but not including, the applicable settlement date for all of such Notes that we accept for purchase in the tender offer.
Tendered Notes may be withdrawn and consents may be revoked before 5:00 p.m., New York City time, on January 23, 2014, unless extended (the “Withdrawal Time”), but generally not afterwards. Any extension, termination or amendment of the tender offers will be followed as promptly as practicable by a public announcement thereof.
Consummation of the tender offers and consent solicitations is subject to the satisfaction or waiver of certain conditions including, but not limited to: (i) the consummation of the Merger pursuant to the terms of the Merger Agreement, (ii) the completion of the Financing Transaction and availability of sufficient funds, (iii) the execution and delivery of supplemental indentures, and (iv) certain other conditions.
The complete terms and conditions of the tender offers and consent solicitations are set forth in an Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”) and related Consent and Letter of Transmittal (“Letter of Transmittal”) that are being 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 offer and consent solicitation, 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.
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.”
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.