HealthSouth Corporation (NYSE: HLS) today announced that the Company has commenced a tender offer to purchase for cash any and all of its outstanding floating rate senior notes due 2014. Additional terms and conditions of the tender offer are described in the offer to purchase and consent solicitation statement dated November 16, 2009, and the related letter of transmittal. The offer will expire at 12:00 midnight, New York City time, on December 14, 2009, unless extended or earlier terminated by HealthSouth.
HealthSouth is also soliciting consents to amend the indenture governing the notes. The proposed amendments will, among other things, eliminate or make less restrictive substantially all of the restrictive covenants and eliminate certain other related provisions contained in the indenture governing the notes.
The total consideration for each $1,000 principal amount of the notes validly tendered and accepted for payment pursuant to the tender offer on or prior to the early tender deadline of 5:00 p.m., New York City time, on November 30, 2009, unless extended or earlier terminated by HealthSouth, will be $1,030, which includes an early tender amount of $30. The total consideration for each $1,000 principal amount of notes validly tendered and accepted for payment after the early tender deadline will be $1,000. In addition, each holder will receive accrued and unpaid interest on such notes from the last interest payment date to, but not including, the payment date for the notes. Tendered notes may not be withdrawn and consents may not be revoked after the early tender deadline.
HealthSouth intends to fund the payment of the total consideration with the proceeds from new debt financing and cash on hand. Currently, the aggregate principal amount of notes outstanding is $329.6 million.
The tender offer and consent solicitation are conditioned upon the satisfaction of certain conditions, including (i) the Company consummating new debt financing on terms reasonably satisfactory to the Company and resulting in the issuance of indebtedness having an aggregate principal amount of not less than $290 million, (ii) the tender of notes representing at least a majority in aggregate principal amount of the notes then outstanding, (iii) the execution of a supplement to the indenture governing the notes implementing the proposed amendments to the indenture following receipt of the requisite consents, and (iv) certain other conditions.
HealthSouth has engaged J.P. Morgan Securities Inc. as the Dealer Manager and Solicitation Agent for the tender offer and consent solicitation. Requests for documents relating to the tender offer and consent solicitation or questions regarding the tender offer may be directed to J.P. Morgan Securities Inc. at 800-245-8812. Requests for additional copies of the offer to purchase and consent solicitation statement, the related letter of transmittal or any other documents may be directed to Georgeson Inc., the information agent for the tender offer and consent solicitation, at 800-868-1361.