Fresenius further extends tender for Renal Care's 9% notes

By Jennifer Chiou

New York, March 14 - Fresenius Medical Care AG subsidiary Florence Acquisition, Inc. announced it again extended its tender offer for Renal Care Group, Inc.'s $159.685 million of 9% senior subordinated notes due 2011, this time to 9 a.m. ET on March 29.

On Feb. 27, the company extended its offer to 5 p.m. ET on March 14 from 5 p.m. ET on Feb. 27. The previous deadlines had been 5 p.m. ET on Jan. 30 and 5 p.m. ET on Dec. 29.

Because of the extension, the company also set a new pricing date at 10 a.m. ET on March 15.

As of 5 p.m. ET on March 13, 99.87% of the notes had been tendered - unchanged from 5 p.m. ET on Feb. 24, 5 p.m. ET on Jan. 27 and 5 p.m. ET on Dec. 22.

Based on an assumed payment date of March 15, the company had said it would pay $1,099.20 for each $1,000 principal amount of notes, including a $30.00 consent payment. When pricing was determined at 10 a.m. ET on Feb. 28, the reference yield was 4.740%.

The payout was based on the present value of the notes, assuming they are redeemed at $1,045 on their first call date of Nov. 11, 2007, discounted using the 4¼% Treasury due Oct. 31, 2007 and 50 basis points.

Based on an assumed Feb. 28 payment date, the company previously said it will pay $1,101.90 for each $1,000 principal amount of notes. Fresenius set pricing at 10 a.m. ET on Feb. 10, at which time the yield to maturity on the reference security was 4.669%.

Based on previous pricing, for each $1,000 principal amount of notes, the company said it would have paid $1,109.28 using an assumed payment date of Jan. 31.

The reference yield was 4.394% when the notes were priced at 10 a.m. ET on Jan. 13.

On Dec. 14, the company announced pricing based on a Dec. 30 payment date. At that time, the company said holders who tendered by the consent deadline of 5 p.m. ET on Dec. 13 would receive $1,112.16 per $1,000 principal amount, including the consent payment.

Fresenius already announced it had received enough consents to amend Renal Care's notes. By the consent deadline, holders had tendered $159.485 million or 99.9% of the securities.

Renal Care plans to execute a supplemental indenture including the changes, which will become effective when Florence buys the notes.

The tender was announced on Dec. 1 as part of the pending acquisition of Renal Care and its subsidiaries by Fresenius Medical Care.

The consent solicitation is to amend the notes' indenture to eliminate all restrictive covenants and other provisions.

The offer is conditioned upon, among other things, the receipt of consents from a majority of noteholders and satisfaction of the merger conditions. However, the tender is not a condition of the merger.

Credit Suisse First Boston LLC is dealer manager and solicitation agent. The information agent is Morrow & Co., Inc.

Bad Homburg, Germany-based Fresenius provides dialysis products and services. Renal Care is a Nashville, Tenn.-based dialysis service provider.

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