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Press release from CNW Group

Medical Facilities Corporation Announces Completion of $41,800,000 Financing of 5.90% Convertible Unsecured Subordinated Debentures

Friday, December 21, 2012

Medical Facilities Corporation Announces Completion of $41,800,000 Financing of 5.90% Convertible Unsecured Subordinated Debentures08:20 EST Friday, December 21, 2012/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/TORONTO, Dec. 21, 2012 /CNW/ - Medical Facilities Corporation ("Medical Facilities") (TSX: DR) announced today the successful closing of the issue and sale of $41,800,000 aggregate principal amount of 5.90% convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per Debenture (the "Offering"). The Debentures were offered to the public through a syndicate of underwriters which was led by National Bank Financial Inc. (the "Underwriters"). The amount of the Offering included $3,800,000 of Debentures issued pursuant to an over-allotment option that was granted to the Underwriters and exercised in full at closing of the Offering.The net proceeds from the sale of the Debentures will be used to reduce indebtedness under Medical Facilities' credit facility, including indebtedness recently incurred to acquire a 51% interest in Arkansas Surgical Hospital, L.L.C., and for general corporate purposes.The Debentures bear an interest rate of 5.90% per annum payable semi-annually in arrears on June 30 and December 31 in each year commencing on June 30, 2013, and will mature on December 31, 2019 (the "Maturity Date"). The Debentures will be convertible at the holder's option into shares of Medical Facilities (the "Common Shares") at any time prior to the earlier of the Maturity Date and the date fixed for redemption at a conversion price of $19.11 per share (the "Conversion Price"), being a ratio of approximately 52.3286 Common Shares per $1,000 principal amount of Debentures.The Debentures will be traded on the Toronto Stock Exchange under the symbol "DR.DB.A".The Debentures and the underlying Common Shares have not been and will not be registered under the United States Securities Act of 1933 and accordingly will not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, except pursuant to applicable exemptions from the registration requirements.About Medical Facilities Corporation Medical Facilities owns controlling interests in five specialty surgical hospitals located in South Dakota, Arkansas and Oklahoma, as well as an ambulatory surgery center in California. The specialty hospitals perform scheduled surgical, imaging, diagnostic and other procedures, including primary and urgent care, and derive their revenue from the fees charged for the use of their facilities. The ambulatory surgery center specializes in outpatient surgical procedures, with patient stays of less than 24 hours. Medical Facilities is structured so that a majority of its available free cash flow from operations is distributed to the holders of its Common Shares in the form of dividends. For more information, please visit www.medicalfacilitiescorp.ca.Caution Concerning Forward-Looking Statements Statements made in this news release, other than those concerning historical financial information, may be forward-looking and therefore subject to various risks and uncertainties. Some forward-looking statements may be identified by words like "may", "will", "anticipate", "estimate", "expect", "intend", or "continue" or the negative thereof or similar variations. Certain material factors or assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. Factors that could cause results to vary include those identified in Medical Facilities' filings with Canadian securities regulatory authorities such as legislative or regulatory developments, intensifying competition, technological change and general economic conditions. All forward-looking statements presented herein should be considered in conjunction with such filings. Medical Facilities does not undertake to update any forward-looking statements; such statements speak only as of the date made.SOURCE: Medical Facilities CorporationFor further information: Michael Salter Chief Financial Officer Medical Facilities Corp. (416) 848-7380 or 1-877-402-7162 Salvador Diaz Investor Relations TMX Equicom (416) 815-0700 or 1-800-385-5451 ext. 242