One Call Corporation Announces Exchange Offer for its Second Lien Notes due 2024

JACKSONVILLE, Fla., Feb. 7, 2019 /PRNewswire/ -- One Call Corporation (the "Company") today announced that it has commenced an offer to certain eligible holders described below to exchange any and all $404,302,000 aggregate principal amount of its 10.00% Second Lien Notes due 2024 (the "Old Notes") on a par-for-par basis for newly issued First Lien PIK Toggle Notes due 2024 and, to the extent such notes are oversubscribed, newly issued Second Lien PIK Toggle Notes due 2024 (collectively, the "New Secured Notes"), upon the terms and conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement dated February 6, 2019 (the "Exchange Offer").

The New Secured Notes will consist of $90,000,000 principal amount of 7.50%/10.00% First Lien PIK Toggle Notes due 2024 (the "New First Lien Notes") and up to $314,302,000 aggregate principal amount of 10.00%/12.50% Second Lien PIK Toggle Notes due 2024 (the "New Second Lien Notes").

In order to be eligible to receive $1,000 principal amount of New Secured Notes per $1,000 principal amount of Old Notes, Old Notes must be tendered prior to 5:00 p.m., New York City time, on February 20, 2019 (the "Early Tender Time").  

All available New First Lien Notes will be issued in exchange for Old Notes tendered as of the Early Tender Time before any New Second Lien Notes are issued in the Exchange Offer.  In the event that more than $90,000,000 aggregate principal amount of Old Notes is tendered as of the Early Tender Time, the amount of New First Lien Notes issued to each tendering eligible holder will be based on a ratio of (1) $90 million to (2) the aggregate principal amount of Old Notes tendered as of the Early Tender Time and accepted in the Exchange Offer. 

Any portion of Old Notes tendered as of the Early Tender Time that is not exchanged into New First Lien Notes will be exchanged into New Second Lien Notes. Any Old Notes tendered after the Early Tender Time will not be eligible to receive any New First Lien Notes and will be exchanged for $950 in principal amount of New Second Lien Notes per $1,000 principal amount of Old Notes.

The New Secured Notes will be secured by the same collateral as the Company's senior secured credit facilities and existing first lien notes.  The New First Lien Notes will rank pari passu with such facilities and existing notes as to such collateral while the New Second Lien Notes will have a second priority as to such collateral.  

Eligible holders that validly tender Old Notes in the Exchange Offer will also receive accrued and unpaid interest in cash on the exchanged Old Notes from the last interest payment date to, but not including, the applicable settlement date for the Exchange Offer.  Interest on the New Secured Notes will accrue from (and including) the applicable settlement date. The initial settlement date for the Exchange Offer is expected to occur promptly after the Early Tender Time.

In conjunction with the Exchange Offer, the Company is soliciting consents to amend certain provisions in the indenture governing the Old Notes ("Proposed Amendments"), but the consummation of the Exchange Offer is not conditioned on receipt of requisite consents to adopt any of the Proposed Amendments.  If a majority in aggregate principal amount of the Old Notes is tendered, the indenture will be amended to eliminate provisions containing the restrictive covenants and events of default for the Notes.  If at least two-thirds in aggregate principal amount of the Old Notes is tendered, the Collateral for the Old Notes will be released.  Holders who tender their Old Notes in the Exchange Offer will be deemed to have consented to the Proposed Amendments.

Any Old Notes that remain outstanding will be subordinated, to the extent of the value of the collateral for the New Secured Notes to (1) all New First Lien Notes and (2) if a majority in aggregate principal amount of Old Notes is tendered, all New Second Lien Notes. If at least two-thirds in aggregate principal amount of Old Notes is tendered, any Old Notes that remain outstanding will be unsecured.

The Exchange Offer will expire at 11:59 p.m., New York City time, on March 6, 2019 (the "Expiration Time"). Tendered Old Notes may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on February 20, 2019, but not thereafter.

Available Documents and Other Details

Documents relating to the Exchange Offer and Consent Solicitation for the Old Notes (CUSIP Nos. 68347TAH8 / 68347TAJ4 / U68399AE1) will only be distributed to eligible holders of Old Notes who complete and return an eligibility form confirming that they are either a "qualified institutional buyer" under Rule 144A or not a "U.S. person" under Regulation S for purposes of applicable securities laws. Noteholders who desire to complete an eligibility form should either visit the website for this purpose at http://www.dfking.com/onecall or request instructions by sending an e-mail to [email protected] or calling D. F. King & Co., Inc., the information agent for the Exchange Offer, at (866) 207-2324 (U.S. Toll-free) or (212) 269-5550 (Collect).

The New Secured Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws and, unless so registered, the New Secured Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof.  Accordingly, the New Secured Notes are being offered and issued only (i) to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) and (ii) to non-"U.S. persons" who are outside the United States (as defined in Regulation S under the Securities Act). Non U.S.-persons may also be subject to additional eligibility criteria. 

The complete terms and conditions of the Exchange Offer and Consent Solicitation are set forth in the informational documents relating to the Exchange Offer and Consent Solicitation. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the New Secured Notes.  The Exchange Offer and Consent Solicitation is only being made pursuant to the Confidential Offering Memorandum and Consent Solicitation Statement and the related letter of transmittal.  The Exchange Offer is not being made to holders of Old Notes 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.

Cautionary Note Regarding Forward-Looking Statements

Certain information included in this press release contains statements that are forward-looking.  The words "believe," "may," "will," "aim," "estimate," "continue," "anticipate," "intend," "plan," "expect," "should" and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long-term business operations and objectives, and financial needs.  Factors that could cause such differences in future results include, but are not limited to, the risks described in the Confidential Offering Memorandum and Consent Solicitation Statement related to the Exchange Offer.

About One Call 

One Call is the leading national provider of managed care solutions in the workers' compensation industry and other health care markets. Since its inception in 1993, One Call has been a leader in providing clinical insights, greater administrative efficiency, and high quality of care through its nationwide network of providers for ancillary medical-related products and services in physical therapy, diagnostics, durable medical equipment, home health, transportation & translation and dentistry.

SOURCE One Call Corporation