MedImpact Offers to Purchase for Cash Any and All of its Outstanding 10.5% Senior Secured Notes due 2018

SAN DIEGO, Sept. 30, 2015 /PRNewswire/ -- MedImpact Holdings, Inc. ("MedImpact") announced today the commencement of a cash tender offer (the "Offer") for any and all of the outstanding 10.5% Senior Secured Notes due 2018 (the "Notes") issued by MedImpact.  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").  The Offer will expire at 12:00 midnight, New York City time, at the end of October 28, 2015, unless 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").

MedImpact is also soliciting consents for proposed amendments to the indenture under which the Notes were issued (the "Solicitation") that would eliminate most of the restrictive covenants and certain events of default contained in the indenture governing the Notes.  The proposed amendments to the indenture will be set forth in a supplemental indenture and are described in more detail in the Offer to Purchase. The supplemental indenture will not be executed unless and until MedImpact has received consents from holders of a majority of outstanding principal amount of the Notes (as determined in the manner described in the Offer to Purchase), and the amendments will not become operative unless and until MedImpact has purchased these Notes pursuant to the Offer to Purchase. Holders who tender their Notes will be deemed to have delivered their consents to the proposed amendments, and holders who deliver their consents will be required to tender their Notes.

Holders of Notes that are validly tendered prior to the early tender time of 5:00 p.m., New York City time, on October 14, 2015 (such date and time, as may be extended, the "Early Tender Time") and accepted for purchase will be entitled to 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, which, in respect of Notes validly tendered prior to the Early Tender Time and accepted for purchase, is expected to occur on an initial settlement date, to be determined by MedImpact, following the Early Tender Time and prior to the Expiration Time.

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.

Notes tendered and related consents may be withdrawn prior to 5:00 p.m., New York City time, on October 14, 2015, unless the Offer is extended or earlier terminated, except in limited circumstances where withdrawal rights may be required by law.

MedImpact will not be obligated to accept for purchase any Notes pursuant to the Offer unless certain conditions are satisfied, including (i) MedImpact's arrangement 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, and (ii) the execution of the supplemental indenture. The Offer and Solicitation are not contingent upon the tender of any minimum principal amount of Notes. Subject to applicable law, MedImpact may amend, extend or terminate the Offer and Solicitation in its sole discretion.

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, which currently provides for a "make-whole" redemption price 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.

SOURCE MedImpact Holdings, Inc.