United Methodist Village Retirement Communities, Inc. Announces Commencement of Tender Offer and Solicitation of Consents with Respect to Bonds Issued by the Village of Godfrey, Illinois on behalf of United Methodist Village Retirement Communities, Inc.
GODFREY, Ill., Aug. 20, 2012 /PRNewswire/ -- United Methodist Village Retirement Communities, Inc. (the "Institution") today announced that it has commenced an offer to purchase for cash and the solicitation of consents with respect to certain amendments (the "Offer and Consent Solicitation"), upon the terms and subject to the conditions set forth in the Offer to Purchase for Cash and Solicitation of Consents dated August 20, 2012 (the "Offer to Purchase and Consent Solicitation"). The Offer and Consent Solicitation is with respect to the outstanding Revenue Bonds (United Methodist Village – Godfrey Project), Series 1999A (the "Series 1999 Bonds") issued by the Village of Godfrey, Illinois (the "Issuer") pursuant to the Indenture of Trust dated as of January 15, 1999 (the "Indenture") between the Issuer and UMB Bank, N.A., as Trustee (the "Trustee"). The Institution has requested that the Issuer issue its Refunding Revenue Bonds (United Methodist Village – Godfrey Project), Series 2012 (the "Series 2012 Bonds") on a parity with the Series 1999 Bonds to provide funds to complete the Offer and Consent Solicitation.
Upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation, including not less than $13,000,000 of the Series 1999 Bonds being tendered, the Institution will purchase the Series 1999 Bonds, if any, validly tendered to the Institution (the "Tendered Bonds") at the price equal to $0.70 per $1.00 of Series 1999 Bonds purchased (the "Tender Price"), plus accrued and unpaid interest (collectively, the "Tender Offer Consideration").
The Institution is also soliciting the consent of the owners of the Series 1999 Bonds to the revisions to the Indenture and the Loan Agreement dated as of January 15, 1999 (the "Loan Agreement") between the Issuer and the Institution, pursuant to which the proceeds of the Series 1999 Bonds were loaned to the Institution, and certain other documents relating to the Series 1999 Bonds described in the Offer to Purchase and Consent Solicitation and the release of the Credit Support Agreement dated as of January 15, 1999 (the "Credit Support Agreement") among the Institution, the Trustee and United Methodist Village, Inc. (the "Credit Support Provider"). The amendments to and modification of the Indenture and the Loan Agreement and the release of the Credit Support Agreement being referred to herein as the "Proposed Amendments."
The Holder of each Series 1999 Bond tendered in the Offer and Consent Solicitation (a "Tendering Holder") shall be deemed to have consented to and directed the Trustee to enter into the Proposed Amendments, such consent and direction (each a "Consent") to be effective and irrevocable immediately upon such tender but the amendments approved thereby shall be conditioned upon the purchase of the Tendered Bonds under the Offer and Consent Solicitation. A Holder of Series 1999 Bonds may also give its Consent to the Proposed Amendments without tendering such Holder's Series 1999 Bonds.
The Offer and Consent Solicitation will expire at 5:00 p.m., Eastern Time, on September 18, 2012, unless extended or earlier terminated by the Institution (the "Expiration Time"). Tendered Bonds and Consents may not be withdrawn. The Institution's obligation to purchase Tendered Bonds in the Offer and Consent Solicitation is subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation and requires the satisfaction or waiver of a number of conditions specified therein.
The Institution reserves the right to amend, modify or withdraw the Offer and Consent Solicitation at any time, and to reject the Tendered Bonds in whole for any reason. Tendered Bonds may not be accepted in the Offer and Consent Solicitation, whether due to the conditions to such purchase not having been satisfied or for the other reasons as otherwise described therein. The Institution has no obligation to purchase Tendered Bonds. The Institution has sole and absolute discretion to determine whether to accept or reject the Tendered Bonds, and may reject all Tendered Bonds without prior notification to any Holder. The Institution will promptly return any Tendered Bonds that are not accepted for purchase by the Institution in the Offer and Consent Solicitation.
Series 1999 Bonds may be tendered by transferring Series 1999 Bonds through The Depository Trust Company's Automated Tender Offer Program by following the procedures set forth in detail in the Offer to Purchase and Consent Solicitation.
B.C. Ziegler & Company will act as the dealer manager for the tender offer.
B.C. Ziegler & Company
200 South Wacker, Suite 2000
Chicago, Illinois 60606
Attention: Michael Frigo
Telephone: (312) 263-0110
Toll-free: (800) 366-8899
D.F. King & Co., Inc. will act as the information agent and tender agent. Holders or their representatives may request copies of the Offer to Purchase and Consent Solicitation, which contain the full terms and conditions of the Offer and Consent Solicitation, and the related documents, and submit any questions or requests for assistance to:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Attn: Elton Bagley
Banks and brokers call: (212) 269-5550
All other call toll-free: (800) 431-9643
Facsimile: (212) 809-8838
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase with respect to any Series 1999 Bonds. The Offer and Consent Solicitation may be made solely pursuant to the terms of the Offer to Purchase and Consent Solicitation. The Offer to Purchase and Consent Solicitation contains important information that should be read carefully in its entirety before any decision is made to tender or not tender Series 1999 Bonds or consent to the Proposed Amendments pursuant to the Offer and Consent Solicitation. The Offer and Consent Solicitation is not being made to holders of Series 1999 Bonds in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
About United Methodist Village Retirement Communities, Inc.
The Institution is a nonprofit corporation organized and existing under the laws of the State of Illinois that owns and operates a retirement community in Godfrey, Illinois.
Forward-looking statements in this press release, such as the scheduled expiration of the Offer and Consent Solicitation, are based on current expectations. This press release contains forward-looking statements that involve a variety of business risks and other uncertainties that could cause actual results to differ materially. Words such as "expects," "intends," "plans," "projects," "believes," "estimates" and similar expressions are used to identify these forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecast in these forward-looking statements. Forward-looking statements speak only as of the date made. There is no obligation to update any forward-looking statements to reflect the events or circumstances arising after the date as of which they are made. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements included in this release or that may be made elsewhere from time to time by, or on behalf of, the Institution.
SOURCE United Methodist Village Retirement Communities, Inc.