NASHVILLE, Tenn., Sept. 9 /PRNewswire/ -- Vanguard Health Systems, Inc. (the “Company” or “Vanguard”) announced today that, in connection with the tender offer and consent solicitation by Vanguard with respect to any and all of its $300 million aggregate principal amount of 9-3/4% Senior Subordinated Notes due 2011 (CUSIP No. 922036AB4) (the “Notes”), Vanguard will pay $1,168.03 for each $1,000 principal amount of Notes purchased in the tender offer, plus accrued but unpaid interest up to, but not including, the settlement date.
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The purchase price includes a consent payment of $20.00 per $1,000 principal amount of Notes. Holders of the Notes who have validly tendered, and not withdrawn, their notes pursuant to the tender offer at or prior to 5:00 pm New York City time on August 9, 2004 will receive the consent payment. The purchase price was determined by reference to a fixed spread of 50 basis points over the bid-side yield (as quoted on Bloomberg screen PX4 at 2:00 p.m. New York City time on September 9, 2004) of the 7.0% U.S. Treasury Note due July 15, 2006, plus accrued and unpaid interest up to, but not including, the date of payment for the Notes, minus the consent payment described above.
The tender offer will expire at 11:59 p.m., New York City time, on September 22, 2004, unless further extended or earlier terminated. The Company currently expects to have a final settlement on September 23, 2004 for any Notes tendered on or prior to the expiration date, subject to satisfaction of the merger condition and certain other conditions.
The tender offer and consent solicitation are being made pursuant to Vanguard’s offer to purchase and consent solicitation statement dated July 27, 2004, and related consent and letter of transmittal, which more fully set forth the terms of the tender offer and consent solicitation. Copies of these documents may be obtained from Global Bondholder Services Corporation, the information agent for the offer, at (866) 804-2200 (US toll free) and (212) 430-3774 (collect).
The Company has engaged Citigroup Global Markets Inc. and Banc of America Securities LLC to act as the dealer managers and solicitation agents in connection with the tender offer and consent solicitation. Questions regarding the offer may be directed to Citigroup at (800) 558-3745 (US toll- free) and (212) 723-6106 (collect) or Banc of America at (888) 292-0070 (US toll-free) and (704) 388-4813 (collect).
None of Vanguard, Citigroup Global Markets, Inc., Banc of America Securities LLC or Global Bondholder Services Corporation makes any recommendations as to whether or not holders should tender their notes pursuant to the tender offer, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.
About Vanguard Health Systems
Vanguard Health Systems, Inc. owns and operates 16 acute care hospitals and complementary facilities and services in Chicago, Illinois; Phoenix, Arizona; Orange County, California; and San Antonio, Texas. The Company’s strategy is to develop locally branded, comprehensive healthcare delivery networks in urban markets. Vanguard will pursue acquisitions where there are opportunities to partner with leading delivery systems in new urban markets. Upon acquiring a facility or network of facilities, Vanguard implements strategic and operational improvement initiatives, including expanding services, strengthening relationships with physicians and managed care organizations, recruiting new physicians and upgrading information systems and other capital equipment. These strategies improve quality and network coverage in a cost effective and accessible manner for the communities we serve.
This press release contains forward-looking statements within the meaning of the federal securities laws, which are intended to be covered by the safe harbors created thereby. These forward-looking statements include all statements that are not historical statements of fact and those statements regarding the Company’s intent, belief or expectations. Do not rely on any forward-looking statements as such statements are subject to numerous factors, risks and uncertainties that could cause the Company’s actual outcomes, results, performance or achievements to be materially different from those projected. These factors, risks and uncertainties include, among others, the Company’s high degree of leverage; the Company’s ability to incur substantially more debt; operating and financial restrictions in the Company’s debt agreements; the Company’s ability to successfully implement the Company’s business strategies; the Company’s ability to successfully integrate the Company’s recent and any future acquisitions, including the transactions in connection with which this tender offer is being conducted; the highly competitive nature of the health care industry; governmental regulation of the industry, including Medicare and Medicaid reimbursement levels; pressures to contain costs by managed care organizations and other insurers and the Company’s ability to negotiate acceptable terms with these third party payers; the Company’s ability to attract and retain qualified management and health care professionals, including physicians and nurses; potential federal or state reform of health care; future governmental investigations; costs associated with newly enacted HIPAA regulations and other management information systems integrations; the availability of capital to fund the Company’s corporate growth strategy; potential lawsuits or other claims asserted against the Company; the Company’s ability to maintain or increase membership and control costs of its managed health care plans; changes in general economic conditions; the Company’s exposure to the increased amounts of and collection risks associated with uninsured accounts and the co.pay and deductible portions of insured accounts; the impact of changes to the Company’s charity care and self.pay discounting policies; increased cost of professional and general liability insurance and increases in the quantity and severity of professional liability claims; the Company’s ability to maintain and increase patient volumes and control the costs of providing services, including salaries and benefits, supplies and bad debts; the Company’s failure to comply, or allegations of its failure to comply, with applicable laws and regulations; the geographic concentration of the Company’s operations; technological and pharmaceutical improvements that increase the cost of providing, or reduce the demand for, health care services; potential substantial liabilities arising from unfavorable retrospective reviews by governmental or other payers of the medical necessity of medical procedures performed at the Company’s hospitals; lost future revenues from payer contract terminations resulting from their unfavorable retrospective reviews of the medical necessity of medical procedures performed at the Company’s hospitals; and those factors, risks and uncertainties detailed in the Company’s filings from time to time with the Securities and Exchange Commission, including, among others, the Company’s Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q.
Although the Company believes that the assumptions underlying the forward- looking statements contained in this press release are reasonable, any of these assumptions could prove to be inaccurate, and, therefore, there can be no assurance that the forward-looking statements included in this press release will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, you should not regard the inclusion of such information as a representation by the Company that its objectives and plans anticipated by the forward-looking statements will occur or be achieved, or if any of them do, what impact they will have on the Company’s results of operations or financial condition. The Company undertakes no obligation to publicly release any revisions to any forward- looking statements contained herein to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.
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CONTACT: Aaron Broad, Director Investor Relations, +1-615-665-6131, orSuzanne Towry, Director Marketing and Communications, +1-615-665-6016, both ofVanguard Health Systems, Inc.; or Tess Coody of Guerra DeBerry Coody,+1-210-884-8060
Web site: http://www.vanguardhealth.com/