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8-K - FORM 8-K - VANGUARD HEALTH SYSTEMS INC | g21795e8vk.htm |
EX-99.1 - EX-99.1 - VANGUARD HEALTH SYSTEMS INC | g21795exv99w1.htm |
EX-99.3 - EX-99.3 - VANGUARD HEALTH SYSTEMS INC | g21795exv99w3.htm |
EXHIBIT
99.2
Vanguard Announces Tender Offers and Consent Solicitations
NASHVILLE, Tenn. January 14, 2010 Vanguard Health Systems, Inc. (Vanguard) announced
today that its wholly-owned subsidiaries Vanguard Health Holding Company II, LLC (VHS Holdco II)
and Vanguard Health Holding Company I, LLC (VHS Holdco I) have commenced cash tender offers (the
Offers) and consent solicitations (the Consent Solicitations) for (i) any and all of the $575.0
million aggregate principal amount of 9% Senior Subordinated Notes due 2014 (CUSIP No. 92203PAB2)
(the 9% Notes) co-issued by VHS Holdco II and Vanguard Holding Company II, Inc. (VHS Holdco Co.
II, Inc. and, together with VHS Holdco II, the 9% Issuers) and (ii) any and all of the $216.0
million aggregate principal amount at maturity of 11.25% Senior Discount Notes due 2015 (CUSIP No.
92203RAB8) (the 11.25% Notes and, together with the 9% Notes, the Notes) co-issued by VHS
Holdco I and Vanguard Holding Company I, Inc. (VHS Holdco Co. I, Inc. and, together with VHS
Holdco I, the 11.25% Issuers). VHS Holdco II and VHS Holdco I are each referred to herein
individually as an Offeror and collectively as the Offerors. The Offers and the Consent
Solicitations are described in the Offer to Purchase and Consent Solicitation Statement dated
January 14, 2010 (the Statement). The Offers will expire at 12:00 midnight, New York City time,
on Thursday, February 11, 2010 unless extended (the Expiration Date).
Holders who validly tender their Notes and provide their consents to the proposed amendments to the
applicable indenture governing each series of the Notes prior to the consent payment deadline of
5:00 p.m., New York City time, on Thursday, January 28, 2010, unless extended (the Consent Payment
Deadline), shall receive (i) with respect to the 9% Notes, the total consideration equal to
$1,047.50 per $1,000 principal amount of the 9% Notes, which includes a consent payment of $30.00
per $1,000 principal amount of the 9% Notes, plus any accrued and unpaid interest on the 9% Notes
up to, but not including, the payment date for such 9% Notes and (ii) with respect to the 11.25%
Notes, the total consideration equal to $1,060.00 per $1,000 principal amount at maturity of the
11.25% Notes, which includes a consent payment of $30.00 per $1,000 principal amount at maturity of
the 11.25% Notes, plus any accrued and unpaid interest on the 11.25% Notes up to, but not
including, the payment date for such 11.25% Notes. The Offers contemplate an early settlement
option, so that holders whose Notes are validly tendered prior to the Consent Payment Deadline and
accepted for purchase could receive payment as early as January 29, 2010.
Holders who validly tender their 9% Notes after the Consent Payment Deadline but on or prior to the
Expiration Date shall receive the tender offer consideration equal to $1,017.50 per $1,000
principal amount of the 9% Notes, plus any accrued and unpaid interest on the 9% Notes up to, but
not including, the payment date for such 9% Notes. Holders who validly tender their 11.25% Notes
after the Consent Payment Deadline but on or prior to the Expiration Date shall receive the tender
offer consideration equal to $1,030.00 per $1,000 principal amount at maturity of the 11.25% Notes,
plus any accrued and unpaid interest on the 11.25% Notes up to, but not including, the payment date
for such 11.25% Notes. Holders of Notes tendered after the Consent Payment Deadline will not
receive a consent payment.
Following receipt of the consent of the holders of at least a majority in aggregate principal
amount of each series of outstanding Notes, each of the 9% Issuers and the 11.25% Issuers will
execute supplemental indentures effecting the proposed amendments. Except in certain
circumstances, Notes tendered and consents delivered may not be withdrawn upon the earlier of (i)
5:00 p.m., New York City time, on Thursday, January 28, 2010 and (ii) execution of the applicable
supplemental indenture.
The Offers are subject to a number of conditions that are set forth in the Statement, including,
without limitation, (i) the receipt of the required consents to amend and supplement the applicable
indenture governing the Notes in connection with the Consent Solicitations and the execution of
supplemental indentures effecting such amendments by the applicable parties, and (ii) the receipt
by the 9% Issuers of net proceeds from a new debt financing on terms acceptable to the 9% Issuers
that will aggregate to an amount that is sufficient to pay the total consideration (including the
consent payment) in respect of all Notes (regardless of the actual amount tendered) plus estimated
fees and expenses relating to the Offers and Consent Solicitations, as more fully described in the
Statement.
The Offerors have engaged BofA Merrill Lynch as Dealer Manager and Solicitation Agent for the
Offers. Persons with questions regarding the Offers should contact BofA Merrill Lynch at (888)
292-0070 (toll free) or (980) 388-9217 (collect). Requests for copies of the Statement or other
tender offer materials may be directed to Global Bondholder Services Corporation, the Information
Agent, at (866) 470-4500 (toll free) or (212) 430-3774 (collect).
This press release does not constitute an offer to purchase the Notes or a solicitation of consents
to amend the related indentures. The Offers are made solely pursuant to the Statement. The Offers
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.
Company Information and Forward Looking Statements
About Vanguard
Vanguard owns and operates 15 acute care hospitals and complementary facilities and services in
metropolitan Chicago, Illinois; metropolitan Phoenix, Arizona; San Antonio, Texas; and Worcester
and metropolitan Boston, Massachusetts. Vanguards 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 Vanguard serves.
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.
Forward-looking statements are those statements that are based upon managements current plans and
expectations as opposed to historical and current facts and are often identified in this report by
use of words including but not limited to may, believe, will, project, expect,
estimate, anticipate, and plan. These statements are based upon estimates and assumptions
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made by Vanguards management that, although believed to be reasonable, are subject to numerous
factors, risks and uncertainties that could cause actual outcomes and results to be materially
different from those projected. These factors, risks and uncertainties include, among
others, Vanguards high degree of leverage and interest rate risk; Vanguards ability to incur
substantially more debt; operating and financial restrictions in Vanguards debt agreements;
Vanguards ability to successfully implement Vanguards business strategies; Vanguards ability to
successfully integrate future acquisitions; conflicts of interest that may arise as a result of
Vanguards control by a small number of stockholders; the highly competitive nature of the
healthcare industry; governmental regulation of the industry, including Medicare and Medicaid
reimbursement levels; pressures to contain costs by managed care organizations and other insurers
and Vanguards ability to negotiate acceptable terms with these third party payers; Vanguards
ability to attract and retain qualified management and healthcare professionals, including
physicians and nurses; potential federal or state reform of healthcare; future governmental
investigations; the availability of capital to fund Vanguards corporate growth strategy; potential
lawsuits or other claims asserted against Vanguard; Vanguards ability to maintain or increase
patient membership and control costs of Vanguards managed healthcare plans; changes in general
economic conditions; Vanguards exposure to the increased amounts of and collection risks
associated with uninsured accounts and the co-pay and deductible portions of insured accounts;
dependence on Vanguards senior management team and local management personnel; volatility of
professional and general liability insurance for Vanguard and the physicians who practice at
Vanguards hospitals and increases in the quantity and severity of professional liability claims;
Vanguards ability to maintain and increase patient volumes and control the costs of providing
services, including salaries and benefits, supplies and bad debts; Vanguards failure to comply, or
allegations of Vanguards failure to comply, with applicable laws and regulations; the geographic
concentration of Vanguards operations; technological and pharmaceutical improvements that increase
the cost of providing, or reduce the demand for, healthcare services and shift demand for inpatient
services to outpatient settings; costs and compliance risks associated with Section 404 of the
Sarbanes-Oxley Act; material non-cash charges to earnings from impairment of goodwill associated
with declines in the fair market values of Vanguards reporting units; and volatility of materials
and labor costs for potential construction projects that may be necessary for future growth.
Although Vanguard 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 Vanguard 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
Vanguards results of operations and financial condition. Vanguard 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.
Contact:
Vanguard Health Systems, Inc.
Gary Willis, Senior Vice President and Chief Accounting Officer
(615) 665-6098
Vanguard Health Systems, Inc.
Gary Willis, Senior Vice President and Chief Accounting Officer
(615) 665-6098
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