|[January 09, 2014]
Health Management Associates, Inc. Announces Tender Offers and Consent Solicitations for 6.125% Senior Notes Due 2016 and 7.375% Senior Notes Due 2020
NAPLES, Fla. --(Business Wire)--
Health Management Associates, Inc. (NYSE: HMA) ("Issuer") announced
today that it has commenced cash tender offers for any and all of its
(i) $400 million outstanding principal amount of 6.125% Senior Notes due
2016 (CUSIP No. 421933AH5) (the "2016 Notes"), and (ii) $875 million
outstanding principal amount of 7.375% Senior Notes due 2020 (CUSIP No.
421933AL6) (the "2020 Notes" and, together with the 2016 Notes, the
"Notes"). In conjunction with the tender offers, Issuer is soliciting
consents to eliminate substantially all of the covenants, certain
default provisions applicable to the Notes and certain other provisions
contained in each of the indentures governing the Notes (the
On July 29, 2013, Issuer entered into an agreement and plan of merger,
as amended on September 24, 2013 (as amended, the "Merger Agreement"),
with Community Health Systems, Inc., a Delaware corporation ("CHS"), and
FWCT-2 Acquisition Corporation, a Delaware corporation and wholly-owned
subsidiary of CHS ("Merger Sub"). Pursuant to the terms of the Merger
Agreement and subject to the satisfaction or waiver of certain
conditions contained therein, Merger Sub, an entity formed by CHS for
the sole purpose of effecting the transactions contemplated by the
Merger Agreement, will be merged with and into Issuer. Issuer will
survive the merger as a direct or indirect wholly owned subsidiary of
CHS/Community Health Systems, Inc., a Delaware corporation and
wholly-owned subsidiary of CHS (such merger, the "Merger").
CHS intends to consummate one or more debt financing transactions, so
that Issuer, upon surviving the Merger as a direct or indirect
subsidiary of CHS, will have sufficient funds, together with cash on
hand, to pay the Total Consideration (as defined below) for all tendered
Notes and delivered consents, accrued interest and all related fees and
expenses (collectively, the "Financing Transaction"). The availability
and terms of any financing transactions will be determined by market
conditions and other factors at the time of any such transactions.
The tender offers are scheduled to expire at 11:59 p.m., New York City
time, on February 6, 2014, unless extended or earlier terminated (the
"Expiration Time"). Holders who validly tender their Notes and provide
their consents to the amendments to the applicable Indenture before 5:00
p.m., New York City time, on January 23, 2014, unless extended (the
"Consent Expiration"), will be eligible to receive the Total
Consideration, which includes a consent payment. Holders whose Notes are
validly tendered and not withdrawn prior to the Consent Expiration and
accepted for purchase will receive payment of the Total Consideration on
the initial settlement date, which is currently expected to be January
24, 2014. Holders that validly tender their Notes after the Consent
Expiration and prior to the Expiration Time will receive the Tender
Offer Consideration (as defined below), plus accrued and unpaid
interest, promptly after the Expiration Time. Tenders of Notes may be
validly withdrawn and consents may be validly revoked until the
Withdrawal Time (as defined below).
With respect to the 2016 Notes, the "Total Consideration" for each
$1,000 principal amount of 016 Notes validly tendered and not validly
withdrawn prior to the Consent Expiration is $1,118.13, which includes a
consent payment of $30.00 per $1,000 principal amount of 2016 Notes.
Holders of the 2016 Notes tendering after the Consent Expiration will be
eligible to receive only the "Tender Offer Consideration," which is
$1,088.13 for each $1,000 principal amount of 2016 Notes validly
tendered prior to the Expiration Time. With respect to the 2020 Notes,
the "Total Consideration" for each $1,000 principal amount of 2020 Notes
validly tendered and not validly withdrawn prior to the Consent
Expiration is $1,161.88, which includes a consent payment of $30.00 per
$1,000 principal amount of 2020 Notes. Holders of the 2020 Notes
tendering after the Consent Expiration will be eligible to receive only
the "Tender Offer Consideration," which is $1,131.88 for each $1,000
principal amount of 2020 Notes validly tendered prior to the Expiration
Time. Holders will also receive accrued and unpaid interest from the
last interest payment on the applicable Notes up to, but not including,
the applicable settlement date for all of such Notes that we accept for
purchase in the tender offer.
Tendered Notes may be withdrawn and consents may be revoked before 5:00
p.m., New York City time, on January 23, 2014, unless extended (the
"Withdrawal Time"), but generally not afterwards. Any extension,
termination or amendment of the tender offers will be followed as
promptly as practicable by a public announcement thereof.
Consummation of the tender offers and consent solicitations is subject
to the satisfaction or waiver of certain conditions including, but not
limited to: (i) the consummation of the Merger pursuant to the terms of
the Merger Agreement, (ii) the completion of the Financing Transaction
and availability of sufficient funds, (iii) the execution and delivery
of supplemental indentures, and (iv) certain other conditions.
The complete terms and conditions of the tender offers and consent
solicitations are set forth in an Offer to Purchase and Consent
Solicitation Statement (the "Offer to Purchase") and related Consent and
Letter of Transmittal ("Letter of Transmittal") that are being sent to
holders of the Notes. Copies of the Offer to Purchase and Letter of
Transmittal may be obtained from the Tender and Information Agent for
the tender offer and consent solicitation, D.F. King & Co. Inc., at
(800) 290-6427 (toll-free).
BofA Merrill Lynch and Credit Suisse are the Dealer Managers and
Solicitation Agents for the tender offers and consent solicitations.
Questions regarding the terms of the tender offers or consent
solicitations may be directed to BofA Merrill Lynch at (888) 292-0070
(toll-free) and (980) 387-3907 (collect) and Credit Suisse at (800)
820-1653 (toll-free) and (212) 538-2147.
This press release is neither an offer to purchase nor a solicitation of
an offer to sell the Notes or any other securities. The tender offers
and consent solicitations are being made only by and pursuant to the
terms of the Offer to Purchase and the related Letter of Transmittal.
Holders are urged to read the Offer to Purchase and related documents
carefully before making any decision with respect to the tender offers
and consent solicitations. Holders of Notes must make their own
decisions as to whether to tender their Notes and provide the related
consents. None of Issuer, the Dealer Managers and Solicitation Agents or
the Tender and Information Agent makes any recommendations as to whether
holders should tender their Notes pursuant to the tender offers or
provide the related consents, and no one has been authorized to make
such a recommendation. The tender offers and consent solicitations are
not being made to holders of Notes 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.
Issuer expressly reserves the right, subject to applicable law, to
terminate the tender offers and consent solicitations. This press
release does not constitute a notice of redemption or an obligation to
issue a notice of redemption in respect of the Notes.
Health Management Associates, Inc., through its affiliates, owns and
manages hospitals and ambulatory surgery centers in small cities and
selected larger urban markets. HMA currently operates 71 hospitals in 15
states with approximately 11,000 licensed beds. Shares in Health
Management Associates are traded on the New York Stock Exchange under
the symbol "HMA."
Certain statements contained in this communication may constitute
"forward-looking statements". These statements include, but are not
limited to, statements regarding the expected timing of the completion
of the Merger, the benefits of the Merger, including future financial
and operating results, the combined company's plans, objectives,
expectations and other statements that are not historical facts. Such
statements are based on the views and assumptions of the management of
CHS and Issuer and are subject to significant risks and uncertainties.
Actual future events or results may differ materially from these
statements. Such differences may result from the following factors: the
ability to close the transaction on the proposed terms and within the
anticipated time period, or at all, which is dependent on the parties'
ability to satisfy certain closing conditions, including the receipt of
governmental approvals; the risk that the benefits of the transaction,
including cost savings and other synergies may not be fully realized or
may take longer to realize than expected; the impact of the transaction
on third-party relationships; actions taken by either of the companies;
changes in regulatory, social and political conditions, as well as
general economic conditions. Additional risks and factors that may
affect results are set forth in Issuer's and CHS's filings with the
Securities and Exchange Commission, including each company's Annual
Report on Form 10-K for the fiscal year ending December 31, 2012 or any
Quarterly Report on Form 10-Q for a subsequent period, in each case as
may be amended or supplemented.
The forward-looking statements speak only as of the date of this
communication. HMA does not undertake any obligation to update these
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