United Methodist Village Retirement Communities, Inc. Announces Extension 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., Oct. 9, 2012 /PRNewswire/ -- United Methodist Village Retirement Communities, Inc. (the "Institution") today announced that it has extended the expiration time of its previously announced offer to purchase for cash and the solicitation of consents with respect to certain amendments (the "Offer and Consent Solicitation") 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 expiration time of 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") has been extended from 5:00 p.m., Eastern Time, on October 8, 2012, to 5:00 p.m., Eastern Time, on October 19, 2012, unless further extended or terminated by the Institution (the "Expiration Time"). The new acceptance date will be October 22, 2012, and the anticipated settlement date will be October 30, 2012. Other than the extension of the Expiration Time, acceptance date and settlement date, all of the other terms and conditions of the Offer remain unchanged. Tendered Bonds may not be withdrawn.
Series 1999 Bonds in the principal amount of $555,000 are required to be redeemed on November 15, 2012 under the mandatory sinking fund redemption provisions of the Indenture. On or before October 15, 2012, Series 1999 Bonds to be redeemed shall be selected in accordance with the Indenture from all Series 1999 Bonds maturing on November 15, 2021, including Series 1999 Bonds maturing on November 15, 2021, which have been tendered for purchase in the Offer and Consent Solicitation. Series 1999 Bonds selected for redemption will be treated as having been withdrawn from the tender and will not be purchased pursuant to the Offer and Consent Solicitation but will, instead, be mandatorily redeemed on November 15, 2012 at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest thereon to the redemption date.
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, including that not less than $13,000,000 principal amount of Series 1999 Bonds be tendered.
Of the $18,580,000 aggregate principal amount of Series 1999 Bonds outstanding on the date hereof, Series 1999 Bonds in an aggregate principal amount of $13,933,000 (i.e., 74.99% of the outstanding principal amount of the Series 1999 Bonds) were tendered pursuant to the Offer and Consent Solicitation on or prior to 5:00 p.m., Eastern Time on October 8, 2012.
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.