Alliance Imaging tenders for 10 3/8% senior subordinated notes due 2011

New York, Dec. 1 - Alliance Imaging Inc. said that it has begun a cash tender offer for any and all of its outstanding 10 3/8% senior subordinated notes due 2011 and was also soliciting noteholder consents to proposed indenture changes that would eliminate substantially all of the restrictive covenants and certain other provisions.

The company set a consent deadline of 5 p.m. ET on Dec. 13, a price determination time of 2 p.m. ET on Dec. 14, and said that the tender offer would expire at midnight ET on Dec. 28, with all deadlines subject to possible extension.

Alliance Imaging, an Anaheim, Calif.-based provider of diagnostic imaging services, said that holders validly tendering their notes and not subsequently withdrawing them, by the consent deadline (and who thus consent to the proposed indenture changes) would receive total consideration, which will be determined using a formula employing a 50-basis point fixed spread over the reference security, the 1½% U.S. Treasury note due March 31, 2006. Total consideration includes a consent payment of $10 per $1,000 principal amount.

The consideration for the notes will be equal to (i) the sum of (a) the present value on the settlement date of $1,000 principal amount of notes assuming each $1,000 principal amount of notes would be repaid at $1,051.88 on the first call date, plus (b) the present value of the interest that would be payable on, or accrue from, the most recent interest payment date on $1,000 principal amount of notes until the first call date, in each case, determined on the basis of a yield to the first call date equal to the sum of (x) the bid-side yield on reference security, as calculated on the pricing date, plus (y) the 50 basis point fixed spread, minus (c) accrued and unpaid interest from the last payment date to, but not including, the settlement date, minus (ii) the consent payment.

Holders tendering after the consent deadline will only be eligible to receive the tender offer consideration but will not receive the consent payment. All tendering holders will also be paid accrued and unpaid interest from the last interest payment date to, but not including, the settlement date, payable on the settlement date. All payments will be made on the settlement date assuming the notes are accepted for payment pursuant to the terms of the tender offer.

Deutsche Bank Securities Inc. is the exclusive dealer manager and solicitation agent in connection with the tender offer and consent solicitation (call collect at 212 250-6008). Global Bondholder Services Corporation is the information agent (call 866 873-7700).

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.