Mariner Health Care again extends tender for 8¼% notes

New York, Dec. 9 - Mariner Health Care Inc. said it has again extended its tender offer for its 8¼% senior subordinated notes due 2013, this time to midnight ET on Dec. 10 from midnight ET on Dec. 9.

The extension is to more closely match the expected closing of its pending merger with National Senior Care Inc.

The change follows two previous one-day extensions.

At the previous announcement on Nov. 17, Mariner said it received the necessary consents to amend the indenture for its 8¼% senior subordinated notes due 2013.

It also set the pricing in the tender offer, saying it will pay $1,196.95 per $1,000 principal amount for notes tendered by the consent deadline, assuming a settlement date of Dec. 8. (The amount is now $1,196.46, assuming a Dec. 13 payment date.) The figure includes a $20 consent payment.

In order to match the expected closing of its pending merger with National Senior Care Inc. more closely, Mariner extended the tender from 5 p.m. ET on Dec. 1.

Mariner said it has received tenders and consents for all the outstanding notes.

The company announced on Nov. 2 that it had begun a cash tender offer for all its outstanding 8¼% notes and had also begun soliciting the consents to amend the notes' indenture to eliminate substantially all of the restrictive covenants and certain events of default.

The company set a consent deadline of 5 p.m. ET on Nov. 16 and said the tender offer would expire at 5 p.m. ET on Dec. 1.

Mariner Healthcare, an Atlanta-based owner/operator of skilled nursing and assisted living facilities, as well as long-term acute care hospitals, has undertaken its tender offer in connection with its pending merger with National Senior Care Inc.

The company said it would determine the price it will pay for the notes on the business day following the consent deadline (i.e. Nov. 17) using a formula based on a reference security, the 3 3/8% U.S. Treasury note due Dec. 15, 2008.

The price will be based on the present value of the notes as of their payment date, assuming each $1,000 principal amount of notes would be paid at a price of $1,041.25 on the first call date of Dec. 15, 2008. This would be discounted at 50 basis points over the yield of the reference security, minus a $20 per $1,000 principal amount consent payment.

Holders tendering their notes by the consent deadline will receive the consent payment as part of their total consideration. Holders tendering after the consent deadline will not receive the consent payment. All tendering holders will also be paid accrued and unpaid interest up to but excluding the payment date.

Completion of the tender offer and consent solicitation is subject to certain conditions, including, but not limited to, the company's receipt of consents to the proposed indenture changes from the holders of at least a majority of the outstanding notes and completion of Mariner's pending merger with National Senior Care.

Credit Suisse First Boston LLC (call 800 820-1653 or call collect at 212 538-0652) is dealer manager and solicitation agent. Morrow & Co. Inc. is the information agent (call 800 607-0088).

© 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.