Apria shareholders OK merger with Blackstone affiliate Sky

By Jennifer Chiou

New York, Oct. 10 - Apria Healthcare Group Inc. announced that its stockholders have voted to approve and adopt the proposed merger of Sky Acquisition LLC, a wholly owned subsidiary of an affiliate of Blackstone Group, with and into Apria.

The company said that 38,430,579 shares were voted, representing 85.5% of Apria's total outstanding shares as of the Aug. 18 record date. Of the shares voted, 38,294,129, or 99.6%, voted in favor of approval of the merger agreement.

Under the terms of the merger agreement, each Apria common share will be converted into the right to receive $21 in cash, without interest.

As previously reported, the transaction is valued at about $1.6 billion.

On Oct. 2, Apria said it launched its proposed $150 million senior secured asset-based revolving credit facility with opening price talk of Libor plus 275 basis points in connection with the buyout. Bank of America, Wachovia and Barclays were the lead banks on the deal.

As already reported, borrowings under the revolver can be used for working capital and general corporate purposes. Up to $30 million may be drawn under the revolver at close as long as availability is not less than $75 million.

Other financing for the buyout will come from $700 million in equity and the issuance of $1 billion of senior secured notes, which is backed by a senior secured bridge loan.

The acquisition is expected to close in the second half of 2008.

Apria is a Lake Forest, Calif., home health-care services company.

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