LAKE FOREST, Calif., March 31, 2010 (GLOBE NEWSWIRE) -- Apria Healthcare Group Inc. ("Apria") announced today that it is soliciting consents from holders of its outstanding 11.25% Senior Secured Notes due 2014 (Series A-1) (the "Series A-1 Notes") and 12.375% Senior Secured Notes due 2014 (Series A-2) (the "Series A-2 Notes" and together with the Series A-1 Notes, the "Notes") for amendments to the indenture for the Notes that would permit Apria to make a one-time dividend or other distribution in an amount up to $500 million (the "Distribution") to its equity holders. In connection with the Distribution, Apria expects to incur up to $450.0 million of new unsecured indebtedness (the "proposed financing") and to use the proceeds of such new indebtedness, together with available cash, to make the Distribution and to pay related fees and expenses. Adoption of the proposed amendments requires the consent of holders of at least a majority of the outstanding aggregate principal amount of the Notes voting as a single class (such consent, the "requisite consents"). The aggregate outstanding principal amount of the Series A-1 Notes and Series A-2 Notes as of March 30, 2010 was $700.0 million and $317.5 million, respectively. Banc of America Securities LLC and Wells Fargo Securities, LLC are acting as Solicitation Agents for the consent solicitation.
The consent solicitation will expire at 5:00 p.m., New York City time, on April 9, 2010, unless extended (such date and time, as the same may be extended, the "Expiration Date"). Only holders of record of the Notes as of 5:00 p.m., New York City time, on March 30, 2010 are eligible to deliver consents to the proposed amendments in the consent solicitation.
The consent payment for the Notes is $30.00 in cash per $1,000 principal amount of Notes for which consents are validly delivered (and not revoked). Payment of the consent payment is conditioned upon, among other things, the receipt of the requisite consents at or prior to the Expiration Date, the effectiveness of the proposed amendments to the indenture governing the Notes and certain other conditions set forth in the Consent Solicitation Statement, dated March 31, 2010. The consent payment will be paid no later than the third business day following the completion of the proposed financing.
Consents with respect to the Notes may not be revoked after the earlier of (i) the Expiration Date and (ii) the time and date on which the requisite consents are received by Apria.
The consent solicitation is being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated March 31, 2010, and the accompanying Consent Form (together, the "Consent Documents"). The consent solicitation is conditioned upon the receipt of the requisite consents on or prior to the Expiration Date and certain other conditions set forth in the Consent Solicitation Statement. However, the proposed amendment will not become operative until Apria pays the consent fee and the proposed financing has been completed.
Copies of the Consent Documents and other related documents may be obtained from Global Bondholders Services Corporation, the Information and Tabulation Agent, at (866) 612-1500 (toll free). Holders of the Notes are urged to review the Consent Documents for the detailed terms of the consent solicitation and the procedures for consenting to the proposed amendments. Any persons with questions regarding the consent solicitation should contact the Solicitation Agents; Banc of America Securities LLC, at (646) 855-3401 (collect) or (888) 292-0070 (toll free) or Wells Fargo Securities, LLC at (704) 715-8341 (collect) or (866) 309-6316 (toll free).
This announcement is for information purposes only and is not a solicitation of consents with respect to any securities. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws.
About Apria Healthcare Group Inc.
Apria Healthcare provides home infusion therapy, home respiratory therapy and home medical equipment through approximately 500 locations serving patients in all 50 states. The company was the first home respiratory/medical equipment services provider to seek and obtain independent accreditation from the Joint Commission almost 20 years ago. Today, Apria and its divisions are accredited by the Joint Commission and the Accreditation Commission for Health Care (ACHC). With over $2 billion in annual net revenues, Apria is the nation's leading home healthcare company.