MedImpact Announces Early Tender Results of Cash Tender Offer for 10.5% Senior Secured Notes due 2018

SAN DIEGO, Oct. 15, 2015 /PRNewswire/ -- MedImpact Holdings, Inc. ("MedImpact") today announced the early tender results of its previously announced tender offer  and consent solicitation (the "Offer" and "Solicitation") to purchase for cash all of  the outstanding 10.5% Senior Secured Notes Due 2018 (the "Notes") issued by MedImpact.  As of 5:00 p.m., New York City time, on October 14, 2015 (the "Early Tender Time"), $389,000,000 principal amount of the Notes were validly tendered and not validly withdrawn in the Offer prior to the Early Tender Time, representing approximately 99.74% of all of the outstanding Notes.   

The Offer is being made on and subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated September 30, 2015 (the "Offer to Purchase") and the related Letter of Transmittal (the "Letter of Transmittal").  Holders of the Notes validly tendered and not validly withdrawn in the Offer prior to the Early Tender Time constitute a majority of outstanding principal amount of the Notes.  Based on the results of the Offer, sufficient consents to the proposed amendments to the indenture governing the Notes as described in the Offer to Purchase have been validly tendered.

Based on the consents delivered by the holders of a majority of outstanding principal amount of the Notes, MedImpact and trustee plan to execute  a supplemental indenture to the indenture governing the Notes which will eliminate most of the restrictive covenants and certain events of default contained in the indenture. The supplemental indenture, which is described in the Offer to Purchase, will become operative upon settlement of the Notes validly tendered and not validly withdrawn in the Offer prior to the Early Tender Time as described below.  Holders of Notes outstanding following the date the supplemental indenture becomes operative will be subject to the terms of the supplemental indenture even though they did not consent to the amendments.

Subject to the terms and conditions of the Offer, the Company expects that it will accept for purchase all of the Notes validly tendered and not validly withdrawn in the Offer prior to the Early Tender Time. Pursuant to the terms of the Offer, holders of Notes may tender additional notes at or prior to 12:00 midnight, New York City time, on October 28, 2015, unless the Offer is extended or earlier terminated as described in the Offer to Purchase (such time and date, as they may be extended or earlier terminated, the "Expiration Time").

The withdrawal deadline relating to the Offer occurred at 5:00 p.m., New York City time, on October 14, 2015 (the "Withdrawal Time").  Notes previously tendered and any Notes tendered after the Withdrawal Time may not be withdrawn unless withdrawal rights are required by applicable law. 

Holders who validly tendered and did not validly withdraw Notes at or prior to the Early Tender Time will receive total consideration of $1,057.50 per $1,000 principal amount of Notes validly tendered and accepted for purchase, which includes an early tender payment of $30.00 per $1,000 principal amount of Notes, plus any accrued and unpaid interest relating to such purchased Notes up to, but not including, the settlement date.  Pursuant to the terms of the Offer, the Company may elect to pay such total consideration on an early settlement date prior to the expiration of the Offer to Holders entitled to receive such payment.  If the Company elects to effect an early settlement date, it intends to issue a press release announcing such election and the early settlement date.  Subject to the terms and conditions of the Offer, Holders of Notes that are validly tendered after the Early Tender Time, but prior to the Expiration Time, and accepted for purchase will be entitled to receive the tender offer consideration of $1,027.50 per $1,000 principal amount of Notes validly tendered and accepted for payment, plus any accrued and unpaid interest relating to such purchased Notes up to, but not including, the final settlement date, which is expected to be promptly following the Expiration Time. Holders of Notes validly tendered after the Early Tender Time and accepted for purchase will not receive an early tender payment.

MedImpact will not be obligated to accept for purchase any Notes pursuant to the Offer unless certain conditions are satisfied, or if applicable, waived by MedImpact, including MedImpact's arrangement on terms satisfactory to it of financing in an amount sufficient to fund the full amount necessary to purchase all Notes tendered prior to the Early Tender Time, including related fees and expenses.

Assuming the above-described financing is arranged, MedImpact intends to redeem any Notes not purchased pursuant to the Offer in accordance with the indenture governing the Notes, at the redemption price specified in the indenture governing the Notes, which is currently 105.250% of the principal amount redeemed, plus any accrued and unpaid interest payable thereon up to, but not including, the redemption date. This press release shall not constitute, or be deemed to constitute, a notice of redemption of the Notes under the indenture governing the Notes.

UBS Investment Bank is acting as the dealer manager and solicitation agent, and D.F. King & Co., Inc. is the information agent and depositary, for the Offer and Solicitation. Requests for documentation should be directed to D.F. King & Co., Inc. at (800) 283-2170 (toll free) (banks and brokerage firms please call (212) 269-5550). Questions regarding the Offer and Solicitation should be directed to UBS Investment Bank at (888) 719-4210 (U.S. toll-free) or (203) 719-4210 (collect), attention: Liability Management Group.

None of MedImpact, its board of directors, the dealer manager, the information agent and depositary or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders should tender any Notes in response to the Offer.  Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to be so tendered.

This announcement is for information purposes only and does not constitute an offer to buy or the solicitation of an offer to sell securities.  The Offer is being made solely by means of the Offer to Purchase and the related Letter of Transmittal.  In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of MedImpact by the dealer manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Forward-Looking Statements

This press release contains forward-looking statements. These forward-looking statements, including, but not limited to, statements about the Offer, the terms of the Offer and the dates on which actions relating to the Offer are expected to occur, are based on current expectations, estimates, forecasts and projections based on management's judgment, beliefs, current trends and market conditions and involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. Accordingly, we caution you not to place undue reliance on these statements. Factors that could cause or contribute to such differences include, but are not limited to, the amount of Notes tendered, MedImpact's ability to secure financing on terms acceptable to it and satisfaction of the other conditions of the Tender Offer contained in the Offer to Purchase. Detailed descriptions of other risks relating to the Offer and MedImpact are discussed in the Offer to Purchase and in the MedImpact 2014 Annual Report included in the Offer to Purchase.  We undertake no obligation to make any revision to the forward-looking statements contained in this press release or to update them to reflect events or circumstances occurring after the date of this press release.

SOURCE MedImpact Holdings, Inc.