Triad Hospitals gets necessary tenders and consents in offer for 11% notes

New York, Nov. 5 - Triad Hospitals, Inc. (B2/BB-) said that it had received the necessary tenders and consents from holders of its 11% senior subordinated notes due 2009 to amend the related indenture, under its previously announced tender offer for the notes and related consent solicitation.

The consent solicitation expired as scheduled at 5 p.m. ET on Nov. 4, without extension; as of that deadline, holders of approximately 98% of the outstanding principal amount of the notes had tendered their notes and consented to the proposed amendments to the related indenture.

Triad intends to enter into a supplemental indenture to put into effect the proposed indenture amendments, although the amendments will not become operative unless and until the notes tendered by the consenting holders are accepted and paid for under the terms of the tender offer. Once the proposed amendments to the related indenture become operative, they will be binding upon the holders of notes not tendered into the offer, which will expire, as previously announced, on Nov. 24.

As previously announced, Triad Hospitals, a Plano, Texas-based hospital operator, said on Oct. 27 that it had begun a cash tender offer to purchase any and all of its $325 million outstanding principal amount of 11% notes and was also soliciting noteholder consents to proposed indenture changes.

It set a now-expired consent deadline of 5 p.m. ET on Nov. 4 and said the tender offer would expire at 11.59 p.m. ET on Nov. 24, with both deadlines subject to possible extension.

Triad said that the total consideration to be paid for each note validly tendered before the consent deadline would be $1,102.22 per $1,000 principal amount, including a $30 per $1,000 principal amount consent payment. Holders tendering their notes after the consent deadline but before the offer expires would receive $1,072.22 per $1,000 principal amount.

All tendering noteholders will additionally receive any accrued and unpaid interest on the notes up to, but not including, the date of payment.

The company said that among other things, the proposed indenture amendments would eliminate most of the indenture's principal restrictive covenants and would amend certain other provisions. Adoption of the proposed amendments requires the consent of the holders of at least a majority of the outstanding notes.

Holders who tender their notes will be required to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their notes in the tender offer.

Tendered notes may be withdrawn and consents may be revoked at any time prior to the expiration of the consent solicitation, but not thereafter.

The tender offer is conditioned upon, among other things, a minimum tender condition, a requisite consents condition and the completion of a Rule 144A offering by Triad of at least $450 million of new senior subordinated notes.

Merrill Lynch & Co. (call 888 ML4-TNDR or collect at 212 449-4914) and Banc of America Securities LLC (call 888 292-0070 or collect at 704 388-4813) are acting as co-dealer managers and co-solicitation agents for the tender offer and the consent solicitation. The information agent is Georgeson Shareholder Communications Inc. (call 888 549-6627 or collect at 212 440-9800). The depositary for the tender offer is Citibank, NA.

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