ATLANTA, Nov. 2 /PRNewswire-FirstCall/ -- Mariner Health Care, Inc. (“Mariner”) (BULLETIN BOARD: MHCA) announced today that in connection with its pending merger with National Senior Care, Inc. (“National Senior Care”) it will be commencing a cash tender offer for all of its outstanding 8 1/4% Senior Subordinated Notes due 2013 (“Notes”). In conjunction with the tender offer, Mariner is also soliciting the consent of holders of the Notes to certain proposed amendments to the indenture under which the Notes were issued, which proposed amendments would eliminate substantially all of the restrictive covenants and certain events of default under the indenture governing the Notes. The tender offer and consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement (the “Statement”) and related Consent and Letter of Transmittal dated November 2, 2004, each of which sets forth a more detailed description of the tender offer and consent solicitation. The tender offer will expire at 5:00 p.m. (EST) on December 1, 2004, unless extended or terminated. The consent solicitation will expire at 5:00 p.m. (EST) on November 16, 2004, unless extended or terminated (the “Consent Date”).
Under the terms of the tender offer, the price paid for each $1,000 principal amount of Notes validly tendered and accepted for purchase by Mariner will be determined on the next business day following the Consent Date based on the present value of the Notes as of the payment date, calculated in accordance with standard market practice, assuming each $1,000 principal amount of a Note would be paid at a price of $1,041.25 on December 15, 2008, the earliest redemption date of the Notes, discounted at a rate equal to 50 basis points over the yield on a 3.375% U.S. Treasury Note due December 15, 2008, minus a consent payment of $20 per $1,000 of principal amount of Notes. Holders who tender their Notes on or prior to the Consent Date will be entitled to receive the consent payment. Holders who tender their Notes after the Consent Date will not be entitled to receive the consent payment. Holders who properly tender also will be paid accrued and unpaid interest, if any, up to, but not including, the payment date.
Holders who desire to tender their Notes must consent to the proposed amendments in their entirety and not selectively and may not deliver a consent without tendering their Notes. Any Notes tendered prior to the Consent Date may be withdrawn at any time on or prior to the Consent Date, but not thereafter, except as may be required by law. Any Notes tendered after the Consent Date may not be withdrawn, except as may be required by law.
The closing of the tender offer and consent solicitation is subject to certain conditions, including, but not limited to: (i) the receipt of consents to the proposed amendments to the indenture from the holders of at least a majority of the outstanding principal amount of such Notes; and (ii) the consummation of the pending merger of Mariner with National Senior Care. Mariner has retained Credit Suisse First Boston LLC to serve as the exclusive Dealer Manager and Solicitation Agent for the tender offer and the 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 Statement and related 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/