Omnicare receives consents to amend 8 1/8% notes, sets pricing

New York, Dec. 16 - Omnicare, Inc. said it received the necessary consents to amend its $375 million of 8 1/8% senior subordinated notes due 2011 as part of its tender offer for the securities. It also announced pricing for the offer.

By the consent deadline of 5 p.m. ET on Dec. 16, Omnicare had consents for $366.2 million or 97.7% of the notes.

The company also said it has executed a supplemental indenture and accepted for purchase all notes that were validly tendered.

For each $1,000 principal amount of notes tendered by the consent deadline, Omnicare will pay $1,048.91, including the $20 per $1,000 consent payment.

The Covington, Ky., provider of pharmaceutical care for the elderly announced the tender on Dec. 5 and said it was also soliciting consents to amend the note indenture to eliminate most of the principal restrictive covenants and certain events of default and related provisions and significantly amend other provisions.

Pricing for each $1,000 principal amount of notes was based on a yield of 50 basis points over the 1 5/8% U.S. Treasury note due Feb. 28, 2006. The total includes a consent payment of $20 per $1,000 principal amount that will only be paid to holders who delivered consents by the consent deadline of 5 p.m. ET on Dec. 16.

The tender ends at midnight ET on Jan. 3.

Omnicare will also pay accrued interest up to but excluding the payment date.

The changes to the indenture required the consent of holders of at least a majority of the notes.

Holders who tender are required to consent and vice versa.

The tender is subject to a majority of the notes being submitted, the receipt of the necessary consents, completion of offerings of senior subordinated notes, senior convertible debentures and common stock.

Wachovia Securities is dealer manager and solicitation agent (contact Liability Management Group at 866 309-6316 or call collect 704 715-8341). D.F. King & Co., Inc. is information agent (800 758-5378 or call collect 212 269-5550).

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