SOURCE: 21st Century Oncology

April 13, 2015 19:49 ET

21st Century Oncology Holdings, Inc. Announces Launch of Tender Offer and Consent Solicitation of 11 3/4% Senior Secured Notes Due 2017 by OnCure Holdings, Inc.

FORT MYERS, FL--(Marketwired - Apr 13, 2015) - 21st Century Oncology Holdings, Inc. (the "Company") announced today that its indirectly wholly owned subsidiary, OnCure Holdings, Inc. (the "Issuer") has commenced a cash tender offer and consent solicitation with respect to the Issuer's outstanding $82.5 million aggregate principal amount of 11 3/4% Senior Secured Notes due 2017 (the "Notes"). The tender offer and consent solicitation is being made subject to the terms and conditions set forth in an Offer to Purchase and Consent Solicitation Statement and a related Letter of Transmittal, dated as of April 13, 2015. The tender offer and consent solicitation will expire at 11:59 p.m., New York City time, on May 8, 2015, unless extended or earlier terminated by the Issuer in its sole discretion (such time and date, as the same may be extended, the "Expiration Time").

Of the $82.5 million aggregate principal amount of Notes outstanding, $7.5 million aggregate principal amount of Notes (the "Escrowed Notes") are held in escrow subject to that certain escrow agreement dated as of October 25, 2013 (the "Escrow Agreement"), and the remaining $75.0 million are outstanding and held by holders (the "Outstanding Notes"). Holders who validly tender (and do not validly withdraw) their Outstanding Notes on or prior to the consent payment deadline of 5:00 p.m., New York City time, on April 24, 2015, unless extended by Issuer in its sole discretion (such time and date, as the same may be extended, the "Consent Expiration"), and whose Outstanding Notes are accepted for payment, will receive total consideration equal to $1,077.00 per $1,000 principal amount of the Outstanding Notes (the "Total Consideration"), plus any accrued and unpaid interest on the Outstanding Notes up to, but not including, the initial settlement date. The Total Consideration includes a consent payment of $30.00 per $1,000 principal amount of the Outstanding Notes. 

Holders who validly tender (and do not validly withdraw) their Outstanding Notes after the Consent Expiration, but on or prior to the Expiration Time, and whose Outstanding Notes are accepted for payment, will receive the tender consideration equal to $1,047.00 per $1,000 principal amount of the Outstanding Notes (the "Tender Offer Consideration"), plus any accrued and unpaid interest on the Outstanding Notes up to, but not including, the final settlement date. Holders of Outstanding Notes who tender after the Consent Expiration will not receive a consent payment. In addition, if the proposed escrow amendments (as discussed below) are implemented, holders who validly tender (and do not validly withdraw) their Outstanding Notes at any time prior to the Expiration Time will be entitled to receive the Tender Offer Consideration with respect to the corresponding amount of Escrowed Notes that such holder would be entitled to receive were the conditions to release to holders of the Escrowed Notes provided for in the Escrow Agreement satisfied. In this case, if such holders are also entitled to receive the consent payment in addition to the Tender Offer Consideration with respect to the Outstanding Notes they tender, they will also be entitled to receive the consent payment with respect to their corresponding amount of Escrowed Notes.

In connection with the tender offer, the Issuer is soliciting consents from the holders of the Outstanding Notes for certain proposed amendments that would eliminate substantially all restrictive covenants, certain events of default applicable to the Notes and certain other provisions contained in the indenture governing the Notes (the "Indenture"). In addition, the Issuer is also soliciting consents for certain proposed amendments to the Escrow Agreement related to the Escrowed Notes. Adoption of the foregoing proposed amendments with respect to the Notes requires the consent of the holders of at least a majority of the outstanding principal amount of the Notes (not including the Escrowed Notes and any Notes held by the Issuer or its affiliates). Holders who tender their Outstanding Notes will be deemed to consent to all of the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Outstanding Notes in the tender offer.

Pursuant to a tender and support agreement entered by and between the Issuer and a holder of certain of the Outstanding Notes (the "Consenting Noteholder") who holds at least a majority in principal amount of the outstanding Outstanding Notes (not including the Escrowed Notes and any Notes held by the issuer or its affiliates), the Consenting Noteholder has agreed to tender its Outstanding Notes and consent to the proposed amendments to the Indenture and Escrow Agreement.

Holders who tender Outstanding Notes on or prior to the Consent Expiration may withdraw such Outstanding Notes at any time on or prior to the Consent Expiration.

Provided that certain customary conditions to the tender offer, including a financing condition, have been satisfied or waived by the Issuer, the Issuer will pay for Notes purchased in the tender offer, together with accrued interest, on either the initial settlement date or the final settlement date, as applicable, provided that no such interest will be paid on any of the Escrowed Notes. Holders of Outstanding Notes that have been validly tendered and accepted by the Issuer by the Consent Expiration will receive the Total Consideration with respect to both the Outstanding Notes and the corresponding amount of Escrowed Notes and will be paid on the initial settlement date, which is expected to be promptly after satisfaction of the financing condition and following the Consent Expiration, provided that all other conditions to the offer have been satisfied or waived at such time. Holders of Notes that have been validly tendered and accepted by the Issuer after the Consent Expiration, but on or prior to the Expiration Time, will receive the Tender Offer Consideration only, with respect to both the Outstanding Notes and the corresponding amount of Escrowed Notes, and will be paid on the final settlement date, which is expected to be promptly after the date on which the Expiration Time occurs.

This press release is for informational purposes only and is not an offer to buy or sell or the solicitation of an offer to sell or buy any securities. The tender offer and consent solicitation are only being made pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement and the related Letter of Transmittal. The tender offer and consent solicitation are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of the Issuer, the dealer managers, the solicitation agents, the information agent, the depositary or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the tender offer or deliver their consent to the proposed amendments.

The Issuer has engaged Morgan Stanley & Co. LLC to act as its dealer manager and solicitation agent for the tender offer and consent solicitation and Global Bondholder Services Corporation to act as information agent and depositary for the tender offer. Requests for documents may be directed to Global Bondholder Services Corporation, and questions regarding the tender offer or consent solicitation may be directed to Morgan Stanley & Co. LLC, with such agencies' contact details set forth below:

     
Global Bondholder Services Corporation
65 Broadway - Suite 404
New York, New York 10006
Attention: Corporate Actions

Banks and Brokers call: (212) 430-3774
Toll-Free: (866) 470-4300
Facsimile: (212) 430-3775 or (212) 430-3779
  Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Attention: Liability Management Group
(800) 624-1808 (Toll-Free)
(212) 761-1057 (Collect)
     

About 21st Century Oncology Holdings, Inc.

21st Century Oncology Holdings, Inc. is the largest global, physician led provider of integrated cancer care services. The Company offers a comprehensive range of cancer treatment services, focused on delivering academic quality, cost-effective patient care in personal and convenient settings. As of December 31, 2014, the Company operated 180 treatment centers, including 144 centers located in 16 U.S. states and 36 centers located in six countries in Latin America. (Source: 21st Century Oncology Holdings, Inc.)

Forward-Looking Statements

This news release includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Forward-looking statements include information preceded by, followed by, or that includes the words "guidance," "believes," "expects," "anticipates," "could," or similar expressions. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. The forward-looking statements contained in this news release, concern, among other things, statements regarding the Issuer's tender offer and consent solicitation. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements, including, but not limited to, reductions in Medicare reimbursement, healthcare reform, decreases in payments by managed care organizations and other commercial payers and other risk factors that may be described from time to time in the Company's filings with the Securities and Exchange Commission. Unless required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this news release might not occur. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this release. For more details on factors that could affect these expectations, please see our filings with the Securities and Exchange Commission.

Contact Information

  • 21st Century Oncology Contact:
    Richard Lewis
    SVP, CFO for U.S. Operations
    239-931-7281
    Email Contact

    Investor Contact:
    The Ruth Group
    Nick Laudico
    646-536-7030
    Email Contact

    Courtney Dugan
    646-536-7024
    Email Contact