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Published on 6/19/2007 in the Prospect News High Yield Daily.

Quest concludes tender for AmeriPath's 10½% notes with $348 million response

By Susanna Moon

Chicago, June 19 - Quest Diagnostics Inc. said it completed its cash tender offer for AmeriPath, Inc.'s outstanding $350 million, 10½% senior subordinated notes due 2013, buying $348 million, or 99.4%, of the outstanding notes.

The tender offer expired, as scheduled, on June 18 at 12 a.m. ET. The offer began May 21.

Quest already reported that it received the required consents for the $348 million of notes by the consent deadline of 5 p.m. ET on June 4.

Holders who tendered notes by the consent deadline received $1,088.58 for each $1,000 principal amount of notes. The payout was set using a fixed spread of 50 basis points and the yield to maturity of the 4 5/8% Treasury due March 31, 2008.

Pricing was set June 4. The reference yield was 5.089% and the tender yield was 5.589%.

Holders who tendered notes after the consent deadline of June 4 received $1,058.58 for each $1,000 principal amount.

As previously announced, the company and trustee U.S. Bank NA entered into a supplemental indenture. The amended indenture was effective June 8.

On April 16, the company signed a definitive agreement to acquire AmeriPath in an all-cash transaction valued at about $2 billion, including some $770 million in debt. The acquisition was completed on May 31.

Proceeds from a $1 billion one-year bridge loan and a five-year $1.5 billion term loan, both underwritten by Morgan Stanley, will be used to finance the transaction, to refinance AmeriPath's existing debt and to refinance the debt from the HemoCue acquisition completed earlier this year.

Morgan Stanley & Co. Inc. is the dealer manager (212 761-5384). Global Bondholder Services Corp. is the information agent (866 804-2200).

AmeriPath is a diagnostic test company based in Palm Beach Gardens, Fla., and is controlled by equity investment firm Welsh, Carson, Anderson and Stowe.

Quest Diagnostics provides diagnostic testing, information and services and is based in Lyndhurst, N.J.


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