Beverly Enterprises Completes Merger With Pearl Senior Care
14 Marzo 2006 - 2:54PM
Business Wire
Beverly Enterprises, Inc. ("BEI") (NYSE:BEV) today announced the
completion of the company's merger with Pearl Senior Care, an
affiliate of Fillmore Capital Partners. As a result of the merger,
each outstanding share of BEI common stock was cancelled and
converted into the right to receive $12.50 per share in cash,
without interest. The Bank of New York, the paying agent for the
merger, will mail to stockholders of record materials to be used to
surrender share certificates for the merger consideration.
Stockholders who held BEI shares in an account at a broker,
commercial bank, trust company or similar institution will not need
to take any action in order to exchange their shares for the merger
consideration. Also related to the merger closing, BEI announced
that all conditions precedent to the previously announced
redemption of its 7 7/8% Senior Subordinated Notes due 2014 (the
"Senior Notes") have been satisfied. As a result, the $215,000,000
principal amount of Senior Notes will be redeemed March 15, 2006 at
a redemption price of $236,811,750.00, or approximately 1,101.45
per $1,000.00 principal amount of the Senior Notes, plus accrued
interest of $4,232,812.50, for a total of $241,044,562.50. Also as
previously announced, BEI's 2.75% Convertible Subordinated Notes
due 2033 (the "Convertible Notes") are no longer convertible into
shares of BEI common stock, but remain convertible into the merger
consideration. Holders submitting Convertible Notes for conversion
into the merger consideration will receive approximately $1,677.40
per $1,000 principal amount of Convertible Notes. To convert
interests in a global Convertible Note held through the Depository
Trust Company ("DTC"), the holder must deliver to DTC the
appropriate instruction form for conversion pursuant to DTC's
conversion program, and to convert certificated Convertible Notes a
holder must complete the conversion notice on the back of the
Convertible Note and deliver the executed notice (or facsimile
thereof) to the Bank of New York, as Trustee and Conversion Agent
for the Convertible Notes. In addition, if a holder requests that
the consideration payable upon conversion of the Convertible Notes
be issued in the name of or delivered to someone other than the
holder, the holder must pay all applicable transfer taxes and
duties, if any (in each case as more fully set forth in the
indenture governing the Convertible Notes). The Convertible Notes
are currently convertible through and including March 31, 2006.
Beginning on April 1, 2006, the Convertible Notes will cease to be
convertible and there will be no further future conversion rights
with respect to the Convertible Notes unless BEI elects to redeem
the Convertible Notes, which cannot occur until November 5, 2010 at
the earliest and which may never occur. BEI, through its operating
subsidiaries, is a leading provider of healthcare services to the
elderly in the United States. BEI currently operates 342 skilled
nursing facilities, as well as 18 assisted living centers, and 67
hospice and home care centers. Through Aegis Therapies, Inc., BEI
also offers rehabilitative services on a contract basis to
facilities operated by other care providers. Fillmore Capital
Partners, LLC is a private equity firm serving institutional
investors and high net worth individuals with structured
investments principally in the lodging and healthcare sectors.
Pearl Senior Care is an affiliate of Fillmore Capital Partners,
organized specifically to effect the BEI transaction.
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