MANHATTAN BEACH, Calif., March 11, 2016 /PRNewswire/ -- Vantage Oncology, LLC (the “Company”) and Vantage Oncology Finance Co. (together with the Company, the “Issuers”) announced today that they are offering to purchase for cash any and all of the outstanding $300,000,000 aggregate principal amount of their 9.500% Senior Secured Notes due 2017 (the “Notes”), on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement and the accompanying Consent and Letter of Transmittal, each dated March 11, 2016 (together, the “Offer Documents”). The Issuers are also soliciting consents from holders of the Notes to certain amendments (the “Proposed Amendments”) to the Indenture (the “Indenture”) under which the Notes were issued, which Proposed Amendments would, among other things, eliminate substantially all of the restrictive covenants and release the collateral securing the Notes (the “Collateral Release”).
The tender offer and consent solicitation is being conducted in connection with the previously announced merger agreement, pursuant to which McKesson Specialty Health, a business unit of the McKesson Corporation, has agreed to acquire (the “Acquisition”) Vantage Oncology Holdings, LLC, the parent of the Issuers. The tender offer and consent solicitation is conditioned, among other things, upon the closing of the Acquisition and other customary conditions precedent. The completion of the tender offer and consent solicitation is not a condition to the consummation of the Acquisition.
Each holder who validly tenders its Notes and delivers its consent to the Proposed Amendments at or prior to 5:00 p.m., New York City time, on March 25, 2016, unless such time is extended by the Issuers (the “Early Tender Time”), will receive per $1,000 principal amount of Notes tendered, if such Notes are accepted for purchase pursuant to the tender offer, total consideration calculated based on a fixed spread pricing formula. The total consideration includes a consent payment equal to $30.00 per $1,000 in principal amount of Notes (the “Consent Payment”). In addition, accrued and unpaid interest up to, but not including, the applicable payment date of the Notes will be paid in cash on all validly tendered and accepted Notes (“Tendered Notes”). The detailed methodology for calculating the total consideration for Notes is included in the Offer Documents.
The tender offer is scheduled to expire at midnight, New York City time, on April 8, 2016, unless extended or earlier terminated (the “Expiration Date”). Holders who validly tender their Notes after the Early Tender Time but on or prior to the Expiration Date will receive per $1,000 principal amount of Notes tendered, if such Notes are accepted for purchase pursuant to the tender offer, the tender offer consideration, which will be the total consideration described above less the Consent Payment, plus any accrued and unpaid interest on the Notes up to, but not including, the applicable payment date.
Tendered Notes may be withdrawn at any time prior to 5:00 pm, New York City time, on March 25, 2016, but not thereafter, except to the extent that the Issuers are required by law to provide additional withdrawal rights (such time, as the same may be extended, the “Withdrawal Deadline”). Holders who validly tender their Notes after the Early Tender Time will receive only the tender offer consideration and will not be entitled to receive the Consent Payment if such Notes are accepted for purchase pursuant to the tender offer. Subject to the terms and conditions described below, payment of the total consideration for all Tendered Notes tendered at or prior to the Early Tender Time is expected to occur on or about the date of the closing of the Acquisition, which is currently expected to occur in or around late March 2016 (the “Early Settlement Date”). The Issuers expect that the payment of the tender offer consideration with respect to any remaining Notes tendered into the tender offer after the Early Tender Time will be made on or about April 11, 2016, unless extended by the Issuers in their sole discretion.
If the conditions to the tender offer and consent solicitation are not satisfied, the Issuers may terminate the tender offer and consent solicitation and return any Tendered Notes. The Issuers have the right to waive any of the conditions and consummate the tender offer and consent solicitation. In addition, the Issuers have the right, in their sole discretion, to terminate the tender offer and consent solicitation at any time, subject to applicable law.
The Acquisition will constitute a “Change of Control” (as defined in the Indenture). The Issuers intend to (i) make an offer to purchase any Notes that remain outstanding after the Early Settlement Date (the “Remaining Notes”) pursuant to a “Change of Control Offer” (as defined in the Indenture) at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest on the Notes repurchased to, but not including, the date of purchase pursuant to the terms of the Indenture (the “Remaining Notes Change of Control Offer”) and also (ii) irrevocably instruct the trustee under the Indenture to send a notice of optional redemption with respect to the Remaining Notes, with a redemption date of June 15, 2016, at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but not including the date of redemption (the “Remaining Notes Redemption”). The Company expects that, on the date the Acquisition closes, it will make the Remaining Notes Change of Control Offer and give the trustee under the Indenture an irrevocable instruction to cause the Remaining Notes Redemption, depositing sufficient funds to effect the repurchase of any Remaining Notes tendered into the Remaining Notes Change of Control Offer and to effect the Remaining Notes Redemption with respect to any Remaining Notes not so tendered. As a result of such deposit, the Indenture will be discharged. The purchase date for the Remaining Notes Change of Control Offer is currently expected to be 30 days after the closing of the Acquisition.
In order to be adopted, the Proposed Amendments require the consent of the holders of a majority in aggregate principal amount (the “Majority Requisite Consents”) of the outstanding Notes, except for the Collateral Release, for which Consents of Holders of at least 66% in aggregate principal amount (the “Collateral Release Requisite Consents” and, together with the Majority Requisite Consents, the “Requisite Consents”) of the outstanding Notes are required.
Upon or promptly following receipt of the Requisite Consents and upon the expiration of the Withdrawal Deadline, the Issuers intend to execute a supplemental indenture (the “Supplemental Indenture”) with the Trustee. The Supplemental Indenture will become effective upon execution by the Issuers and the Trustee but will provide that the Proposed Amendments will not become operative until the time and date that the Issuers notify the Trustee and the Tender Agent that such Notes, the tender of which represents the Requisite Consents, are accepted for purchase. If at least a majority in aggregate principal amount of the outstanding Notes, but less than 66 % in aggregate principal amount of the outstanding Notes, deliver Consents, the Supplemental Indenture will not include the Collateral Release, but an addendum to the Supplemental Indenture effecting the Collateral Release will be executed at such time as the Collateral Release Requisite Consents are obtained. If the tender offer and consent solicitation is terminated or withdrawn, or the Notes are not accepted for purchase for any reason, the Indenture will remain in effect in its present form and the Proposed Amendments will not become operative.
Wells Fargo Bank, National Association is acting as Tender Agent for the tender offer and consent solicitation and can be contacted at (800) 344-5128, option 0. Copies of the Offer Documents and other related documents may be obtained from the Company by contacting (310) 335-400.
The tender offer and consent solicitation are being made solely on the terms and conditions set forth in the Offer Documents. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Issuers. The tender offer and consent solicitation are being made solely by the Offer Documents. This press release also is not a solicitation of consents to the Proposed Amendments to the Indenture. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent.
About Vantage
Founded in October 2002, Manhattan Beach, California-based Vantage Oncology, LLC is a leading national provider of radiation oncology, medical oncology and other value-based integrated cancer care services. The company’s founding principles were to address the growing need among cancer patients, hospitals and physicians for accessible and advanced cancer treatments. Vantage currently operates over 50 treatment facilities in 13 states. For more information about Vantage, visit www.vantageoncology.com.
Cautionary Statement on Forward-Looking Statements
Information in this release may involve outlook, expectations, beliefs, plans, intentions, strategies or other statements regarding the future, which are forward-looking statements. These forward-looking statements involve risks and uncertainties. All forward-looking statements included in this release are based upon information available to us as of the date of the release, and we assume no obligation to update any such forward-looking statements. The statements in this release are not guarantees of future performance, and actual results could differ materially from current expectations. Numerous factors could cause or contribute to such differences. Please refer to “Risk Factors” and “Cautionary Statements Regarding Forward-Looking Statements” in the Issuers’ offering memorandum dated October 31, 2013.
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SOURCE Vantage Oncology, LLC
