Press release from CNW Group
Centric Health Announces Closing of Second Lien Senior Secured Notes Offering and Redemption of $22.5 Million of Alaris Units
Thursday, April 18, 2013
Centric Health Announces Closing of Second Lien Senior Secured Notes Offering and Redemption of $22.5 Million of Alaris Units09:44 EDT Thursday, April 18, 2013
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, April 18, 2013 /CNW/ - Centric Health Corporation ("Centric Health" or the "Corporation") (TSX:CHH) today announced it has closed its previously announced offering of second lien senior secured notes (the "Notes") for gross proceeds of $200 million (the "Offering"). The Offering was made as a public offering in all provinces of Canada other than Quebec, by way of prospectus supplement dated April 11, 2013 to Centric Health's short form base shelf prospectus dated October 21, 2011 (the "Supplemented Prospectus"). The Notes will bear interest at a rate of 8.625% per annum and will have a maturity date of April 18, 2018. The Company intends to apply the net proceeds of the Notes to repay certain existing indebtedness and to redeem preferred units of LifeMark Health Limited Partnership held by Alaris Income Growth Fund Partnership ("Alaris Units") for cancellation.
The Notes were offered through a syndicate of underwriters led by National Bank Financial and including TD Securities, Scotiabank, Canaccord Genuity Corp. and RBC Dominion Securities Inc.
"The completion of this offering allows us to refinance the Company's senior debt, strengthening our overall financial position and providing the additional financial flexibility as we continue to focus on the important work of integrating our existing businesses to support organic growth across our organization while delivering high-quality care and excellent outcomes for our patients," said David Cutler, Chief Executive Officer, Centric Health Corporation.
In connection with the closing of the Offering, the Company has refinanced its existing debt facilities, including the repayment in full of its four-year committed term facility and the amendment of its existing revolving facility ("Revolver Facility"). The Revolver Facility has been amended to a maximum amount of $50 million, arranged through a syndicate of lenders led by National Bank Financial and including TD Securities, Scotiabank, ATB Financial and Bank of Montreal. Proceeds of the Revolver Facility are available to the Company to fund working capital, general corporate purposes, permitted acquisitions and the redemption of Alaris Units.
Centric Health also announced that Alaris Royalty Corp. has consented to the early redemption without penalty of $22.5 million of the $65.5 million of Alaris Units. Alaris Income Growth Fund Partnership continues to hold $43.0 million in Alaris Units. Subject to agreements with senior lenders and the availability of financing at a lower interest rate, the Company intends to redeem the remaining preferred partnership units prior to the third anniversary of the LifeMark acquisition closing on June 9, 2011.
"The flexibility afforded by the repayment and subsequent amendment to our Revolver and the partial repayment of our most expensive debt to Alaris is an important step to further strengthen our balance sheet. The total effect of this transaction is expected to add approximately $10 million to our free cash flow annually," added Daniel Gagnon, Chief Financial Officer, Centric Health Corporation.
Centric Health's Ability to Redeem Notes
At any time and from time to time prior to April 18, 2016, Centric Health may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the make-whole price which is equal to the greater of (a) the Canada yield price, and (b) 101% of the aggregate principal amount of Notes redeemed, plus, in each case, accrued and unpaid interest to and including the redemption date. At any time prior to April 18, 2016, Centric Health may redeem up to 35% of the aggregate principal amount of Notes issued under the note indenture upon not less than 30 nor more than 60 days' notice, at a redemption price of 108.625% of the principal amount, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more equity offerings and/or assets sales; provided that, the conditions in the note indenture are satisfied. Except as described above, and except for optional redemption for changes in withholding taxes, as further described in the Supplemented Prospectus, the Notes will not be redeemable at Centric Health's option prior to April 18, 2016.
At any time and from time to time on or after April 18, 2016, the Notes are redeemable upon not less than 30 nor more than 60 days' notice, at 104.313% of the principal amount during the 12-month period beginning on April 18, 2016 and at par during the 12-month period beginning on April 18, 2017, in each case, plus accrued and unpaid interested on the Notes redeemed.
For further information please refer to the Company's complete filings at www.sedar.com.
About Centric Health
Centric Health's vision is to be Canada's premier healthcare company, providing innovative solutions centered on patients and healthcare professionals. As a diversified healthcare company with investments in several niche service areas, Centric Health currently has operations in medical assessments, disability and rehabilitation management, physiotherapy and surgical centres, homecare, specialty pharmacy and wellness and prevention. With knowledge and experience of healthcare delivery in international markets and extensive and trusted relationships with payers, physicians, and government agencies, Centric Health is pursuing expansion opportunities into other healthcare sectors to create value for all stakeholders with an unwavering commitment to the highest quality of care. Centric Health is listed on the TSX under the symbol CHH. For further information, please visit www.centrichealth.ca
This press release contains statements that may constitute "forward-looking statements" within the meaning of applicable Canadian securities legislation. These forward-looking statements include, among others, statements regarding business strategy, plans and other expectations, beliefs, goals, objectives, information and statements about possible future events including the use of proceeds of the Offering and the Revolver Facility. Readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by Centric Health and described in the forward-looking statements contained in this press release. Certain risks relating to the Offering and Centric Health are described in the Supplemented Prospectus and the documents incorporated by reference therein, including the Company's annual information form. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do so, what benefits Centric Health will derive therefrom.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration and qualification under the securities laws of any such jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority nor has any such authority passed upon the accuracy or adequacy of the Supplemented Prospectus. The securities are not being offered in the United States. Copies of the Supplemented Prospectus as filed with securities regulatory authorities in Canada may be obtained from: National Bank Financial, 130 King St. West, 4th Floor, Toronto, Ontario, M5X 1J9, telephone 416-869-8635, email: firstname.lastname@example.org; or www.sedar.com.
SOURCE: Centric Health Corporation
For further information:
Chief Financial Officer
416-815-0700 ext. 257