NDCHealth gets required consents, extends tender for 10½% notes

By Jennifer Chiou

New York, Dec. 22 - NDCHealth Corp. said it received the necessary consents to amend its $200 million of 10½% senior subordinated notes due 2012 and extended the expiration of the cash tender.

The offer now ends at 5 p.m. ET on Jan. 19. The tender was previously set to end at midnight ET on Jan. 9.

As of the consent deadline at 5 p.m. ET on Dec. 22, the company said it received tenders from holders of $197.6 million or 98.8% of the notes, enough consents to amend the notes' indenture. The company added it has executed a supplemental indenture.

The amendments eliminate substantially all of the restrictive covenants as well as certain events of default and related provisions in the note indenture, including shortening the redemption notification period to three days from 30 days.

For each $1,000 principal amount of notes, the company will pay an amount based on the yield of the 4¼% U.S. Treasury note due Nov. 30, 2007 plus 50 basis points.

Pricing will be set at 2 p.m. ET on Jan. 5.

The total includes a $30.00 per $1,000 principal amount consent payment that will only be paid to holders who tendered with consents by the consent deadline.

NDC Health will also pay accrued interest up to but excluding the date of payment for the notes.

The offer is subject to conditions including the receipt of consents from holders of a majority of the outstanding notes, completion of the sale of NDCHealth's pharmaceutical information management business to Wolters Kluwer and satisfaction of the closing conditions in the company's proposed merger with Per-Se Technologies, Inc.

Banc of America Securities LLC is dealer manager and solicitation agent (contact High Yield Special Products at 888 292-0070 or call collect 704 388-9217). MacKenzie Partners, Inc. is the information agent (800 322-2885, bankers and brokers call 212 929-5500).

NDCHealth, which announced the offer on Dec. 9, is an Atlanta-based provider of health information services.

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