ATLANTA, Nov. 17 /PRNewswire-FirstCall/ -- Mariner Health Care, Inc. ("Mariner") (BULLETIN BOARD: MHCA) announced today that in connection with its current cash tender offer and consent solicitation for all of its outstanding 8-1/4% Senior Subordinated Notes due 2013 ("Notes") it was in receipt of tenders and consents representing 100% of the aggregate principal amount of the Notes outstanding. The percentage of consents received exceeds the requisite consents needed to amend the indenture pursuant to which the Notes were issued (the "Indenture") as set forth in the Offer to Purchase and Consent Solicitation Statement circulated in connection with the tender offer and consent solicitation (the "Proposed Amendments"). As a result of the receipt of the requisite consents, Mariner and U.S. Bank National Association, the trustee under the Indenture, will execute a supplemental indenture to the Indenture to effect the Proposed Amendments. However, the Proposed Amendments will not become operative with respect to the Notes and the Indenture until the tendered Notes are accepted for purchase by Mariner. If the tender offer is terminated or withdrawn, the Proposed Amendments will not become operative.
In order to have the expiration of the tender offer more closely correspond to the anticipated closing of the pending merger between Mariner, National Senior Care, Inc. and NCARE Acquisition Corp., Mariner has also announced that it has extended the expiration date of the tender offer to 5:00 p.m., New York City time, on December 7, 2004. The closing of the tender offer and consent solicitation is subject to certain conditions, including, but not limited to, the consummation of the pending merger.
Mariner has also determined the total consideration to be paid in connection with the tender offer and consent solicitation. Since all holders tendered their Notes prior to 5:00 p.m., New York City time, on November 16, 2004, upon consummation of the tender offer and assuming the payment date is December 8, 2004, Mariner will pay tender offer consideration of $1,176.95 for each $1,000 principal amount of Notes purchased in the tender offer as well as a consent payment of $20 for each $1,000 principal amount of Notes purchased, resulting in total consideration of $1,196.95 for each $1,000 principal amount of Notes tendered, plus accrued and unpaid interest.
Mariner has retained Credit Suisse First Boston LLC to serve as the exclusive Dealer Manager and Solicitation Agent for the tender offer and consent solicitation. Requests for documents may be directed to Morrow & Co., Inc., the Information Agent, by telephone at (800) 607-0088 (toll-free). Questions regarding the tender offer may be directed to Credit Suisse First Boston LLC at (800) 820-1653 (toll-free) or (212) 538-0652 (collect).
This press release is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consent with respect to any securities. The offer is being made solely by the Offer to Purchase and Consent Solicitation Statement and related Consent and Letter of Transmittal dated November 2, 2004.
Mariner is headquartered in Atlanta, Georgia and certain of its subsidiaries and affiliates own and/or operate approximately 252 skilled nursing and two assisted living facilities as well as 12 long-term acute care hospitals representing approximately 32,000 beds across the country.
Contact: Mariner Health Care, Inc. Boyd Gentry Senior Vice President and Treasurer 678-443-6872
Mariner Health Care, Inc.CONTACT: Boyd Gentry, Senior Vice President and Treasurer of MarinerHealth Care, Inc., +1-678-443-6872
Web site: http://www.marinerhealthcare.com/