ST. LOUIS, MO--(Marketwire - February 03, 2010) - TLC Vision Corporation, North America's
premier eye care services company, announced today that it has entered into
a plan sponsor agreement with certain affiliates of a fund managed by
Charlesbank Capital Partners pursuant to which the Company has proposed an
alternative plan of reorganization which would result in the payment in
full of all outstanding amounts owing to the Company's senior secured
lenders under its credit facility and under the Company's current
debtor-in-possession financing. In connection with the new plan,
Charlesbank has agreed to provide $25 million in debtor-in-possession
The new plan with Charlesbank provides for the following: the payment in
full of all amounts owing to the Company's senior secured lenders under its
credit facility; the acquisition by Charlesbank of substantially all the
assets of the Company, including 100% of the equity of TLC Vision (USA)
Corporation and the Company's six refractive centers in Canada; payments to
employees and critical vendors in the ordinary course of business; and
distributions to certain secured and unsecured creditors. There is no
assurance of any distribution of funds to the shareholders of the Company
under the plan. The plan sponsor agreement is subject to Bankruptcy Court
approval and completion of the plan is subject to customary conditions,
including Bankruptcy Court approval and all other regulatory approvals.
In connection with the plan sponsor agreement, the Charlesbank fund has
provided a written commitment to fund up to $134.4 million to or for the
benefit of the Company and its subsidiaries subject to the Chapter 11
proceedings, in connection with the plan and the transactions contemplated
thereby. The written funding commitment is subject to the satisfaction of
all conditions to the plan sponsor's obligations set out in the plan
sponsor agreement and certain other conditions.
To expedite its financial restructuring, the Company and two of its wholly
owned subsidiaries, TLC Vision (USA) Corporation and TLC Management
Services Inc., previously filed voluntary petitions under Chapter 11 of the
U.S. Bankruptcy Code in the United States Bankruptcy Court for the District
of Delaware on December 21, 2009. In addition, the Company has received
recognition of its Chapter 11 filing in a case in the Ontario Superior
Court of Justice under the Canadian Companies' Creditors Arrangement Act.
No other company operations, affiliates or subsidiaries -- including its
TLC Laser Eye Centers -- are involved in the filing.
TLCVision President and Chief Operating Officer Jim Tiffany stated, "After
careful analysis by our board of directors and advisors, we have decided to
enter into an alternative plan of reorganization with Charlesbank.
Charlesbank is committed to helping us grow our business and has made a
significant funding commitment that will allow us to emerge from our
Chapter 11 filing with a strong competitive advantage, including the
retention of our Canadian centers. Additionally, and critically, upon
closing of the Charlesbank transaction, the Company will pay in full over
$100 million of existing secured debt and emerge from Chapter 11 with a
substantially de-levered balance sheet. We look forward to partnering with
Continued Tiffany, "The agreement with Charlesbank will not affect the
Company's commitments to employees, affiliates, vendors and others.
Clinical care for patients has continued without change or interruption
since the filing and will continue without change under the new plan.
TLCVision will continue to honor the TLC Lifetime Commitment. It has been
and will continue to be 'business as usual' at TLC."
In conjunction with today's announcement, TLCVision has exercised its right
of termination pursuant to its existing plan support agreement with its
senior secured lenders and has filed motions seeking a temporary
restraining order to prevent such lenders from exercising remedies that
might interfere with the new plan prior to its approval by the Bankruptcy
Court and for approval of the plan sponsor agreement and new
For access to Court documents and other general information about the
Chapter 11 cases, please visit http://chapter11.epiqsystems.com. In
addition, the Company has established a restructuring hotline: 877-879-5075
for U.S. and Canadian callers, 503-597-7713 for international callers.
This press release contains certain forward-looking statements within the
meaning of Section 27A of the U.S. Securities Act of 1933, Section 21E of
the U.S. Securities Exchange Act of 1934 and Canadian Provincial Securities
Laws, which statements can be identified by the use of forward-looking
terminology, such as "may," "will," "expect," "intend," "anticipate,"
"estimate," "predict," "plans" or "continue" or the negative thereof or
other variations thereon or comparable terminology referring to future
events or results. We caution that all forward-looking information is
inherently uncertain and that actual results may differ materially from the
assumptions, estimates or expectations reflected in the forward-looking
information. A number of factors could cause actual results to differ
materially from those in forward-looking statements, including but not
limited to the proposed terms of the restructuring plan; the Company's
ability to complete the restructuring, as proposed or otherwise, and to do
so in a timely manner; whether the Bankruptcy Court will approve the
restructuring plan; the effects of the restructuring on existing creditors
and shareholders; the impact of the restructuring on the Company's general
liquidity; the ability of the Company and its subsidiaries to operate in
the ordinary course of business and continue paying vendors, suppliers,
employees and other obligations during the restructuring process; the
impact of the restructuring on existing and future patient and vendor
relationships; economic conditions, the level of competitive intensity for
laser vision correction; the market acceptance of laser vision correction;
concerns about potential side effects and long-term effects of laser vision
correction; the ability to maintain agreements with doctors on satisfactory
terms; quarterly fluctuation of operating results that make financial
forecasting difficult; the volatility of the market price of our common
shares; profitability of investments; successful execution of our
direct-to-consumer marketing programs; the ability to open new centers; the
reliance on key personnel; medical malpractice claims and the ability to
maintain adequate insurance therefore; claims for federal, state and local
taxes; compliance with industry regulation; compliance with U.S. and
Canadian healthcare regulations; and disputes regarding intellectual
property, many of which are beyond our control.
Therefore, should one or more of these risks materialize, or should
assumptions underlying the forward-looking statements prove incorrect,
actual results may vary significantly from what we currently foresee.
Accordingly, we warn investors to exercise caution when considering any
such forward-looking information herein and to not place undue reliance on
such statements and assumptions. We are under no obligation (and we
expressly disclaim any such obligation) to update or alter any
forward-looking statements or assumptions whether as a result of new
information, future events or otherwise, except as required by law. See the
Company's reports filed with the Canadian Securities Regulators and the
U.S. Securities and Exchange Commission from time to time for cautionary
statements identifying important factors with respect to such
forward-looking statements, including certain risks and uncertainties, that
could cause actual results to differ materially from results referred to in
forward-looking statements. TLCVision assumes no obligation to update the
information contained in this press release.
TLCVision is North America's premier eye care services company, providing
eye doctors with the tools and technologies needed to deliver high-quality
patient care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer advertising
and managed care contracting strength, TLCVision maintains leading
positions in Refractive, Cataract and Eye Care markets. Information about
vision correction surgery can be found on the TLC Laser Eye Centers'
website at www.tlcvision.com.
About Charlesbank Capital Partners
Charlesbank Capital Partners, LLC is a middle-market private equity
investment firm managing more than $2 billion of capital. Charlesbank
focuses on management-led buyouts and growth capital financings, typically
investing $50 million to $150 million per transaction in companies with
enterprise values of $100 million to $750 million. The firm seeks to
partner with strong management teams to build companies with sustainable
competitive advantages and excellent prospects for growth. For more
information, visit www.charlesbank.com.