ST. LOUIS, MO--(Marketwire - December 21, 2009) - TLC Vision Corporation (NASDAQ: TLCV) (TSX: TLC), North America's premier eye care services company, said today that it
has reached an agreement with holders of a majority of the Company's senior
secured debt to restructure its balance sheet.
To expedite its financial restructuring, which includes a pre-arranged plan
of reorganization, the Company and two of its wholly owned subsidiaries,
TLC Vision (USA) Corporation and TLC Management Services Inc., have filed
voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware. In addition,
the Company is seeking a recognition of its Chapter 11 filing in a case
that it is commencing 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 said clinical care for patients continues without change or
interruption. TLCVision will continue to honor the TLC Lifetime Commitment.
The Company also said the filing will not affect its on-going commitments
to current employees.
The Company said that it and a group of its senior secured lenders have
agreed on a Chapter 11 plan of reorganization. The plan provides for the
following: a conversion of certain of the funded indebtedness to 100% of
the new equity of TLC Vision (USA) Corporation, which will emerge as a
privately held Company; reinstatement of the balance of the funded
indebtedness on restructured terms and conditions; 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.
TLCVision President and Chief Operating Officer Jim Tiffany said, "This
proceeding will enable us to continue providing our surgeons and eye care
professionals with the tools, technologies and services they need to
deliver high-quality patient care. After evaluating a number of strategic
alternatives with our board of directors and advisors, we decided that
restructuring our debt through court protection was the best way to
preserve the value of our business.
"We expect to emerge swiftly from Chapter 11 with a stronger balance sheet
and able to better capitalize on our industry leadership position."
In conjunction with today's announcement, TLCVision filed a number of
first-day motions that will allow it to continue to operate in the ordinary
course during the restructuring process. These motions include: immediate
approval of use of a $15 million debtor-in-possession financing facility;
continued payment of wages, salaries and other employee benefits; and
authority to use its cash collateral. Additionally, the Company filed a
motion seeking the necessary relief from the Court to pay certain critical
vendors in full. In conjunction with the filing, the Company has also
reached agreement to sell its six refractive centers in Canada. Closing of
the transaction is subject to customary conditions and approval of the
Bankruptcy Court. The Canadian centers will continue to operate under the
TLC Canada name.
For access to Court documents and other general information about the
Chapter 11 cases, please visit http://chapter11.epiqsystems.com/tlcvision.
In addition, we have established a restructuring hotline: 877-879-5075 for
US and Canada callers, 503-597-7713 for International callers. The
Company's lead U.S. restructuring counsel is the law firm of Proskauer Rose
LLP and Canadian restructuring counsel is the law firm of Torys LLP. The
Company's financial advisor is Conway Del Genio Gries & Co., LLC.
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 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, 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.