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Published on 11/7/2005 in the Prospect News High Yield Daily.

Team Health sets pricing in tender for 9% notes

New York, Nov. 7 - Team Health, Inc. said it has set pricing in its cash tender offer and consent solicitation for its 9% senior subordinated notes due 2012.

The company will pay $1,122.72 per $1,000 principal amount, including the $30.00 per $1,000 consent fee that will only be paid to holders who tender by 5 p.m. ET on Nov. 8.

Pricing was fixed at 2 p.m. ET on Nov. 7.

As announced on Oct. 25, the offer is in conjunction with the Knoxville, Tenn., outsourced healthcare staffing company's previously announced acquisition by the Blackstone Group.

Payment for each $1,000 principal amount of notes was calculated as the sum of $3.75 and the present value of the redemption price of $1,045 on the first call date of April 1, 2008 plus interest to the first call date, discounted to the date that is 30 calendar days after the settlement date for the tender offer. The discount rate was 75 basis points over the 5 5/8% U.S. Treasury note due May 15, 2008.

The consent solicitation is to amend the notes to eliminate substantially all of the restrictive covenants and certain events of default and to modify the covenant regarding mergers to permit mergers with limited liability companies, as well as modify or eliminate certain other provisions.

Team Health needs consents from holders of a majority of the notes.

The consent solicitation expires at 5 p.m. ET on Nov. 8.

The total payment includes a $30.00 per $1,000 consent fee that will only be paid to holders who tender by 5 p.m. ET on Nov. 8. The tender ends at 8 a.m. ET on Nov. 23.

Notes cannot be tendered without delivering consents.

Team Health will also pay accrued interest up to but excluding the settlement date.

J.P. Morgan Securities Inc. (call collect 212 270-1509) and Merrill Lynch, Pierce, Fenner & Smith Inc. (888 654-8637) are dealer managers. Global Bondholder Services is the information agent and depositary (call collect 212 430-3774 or 866 470-4300).


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