Acelity Announces Early Tender Results for the Exchange Offer and Successful Completion of the Consent Solicitation with Respect to Senior Notes Due 2019
September 20, 2016
SAN ANTONIO, TEXAS
Acelity L.P. Inc. (“Acelity”), a global advanced wound care and regenerative medicine company, today announced the results, as of 5:00 p.m., New York City time, on September 19, 2016 (the “Early Tender and Consent Date”), of (A) the private offer to Eligible Holders (as defined below) (the “Exchange Offer”) by its wholly-owned subsidiaries, Kinetic Concepts, Inc. (“KCI”) and KCI USA, Inc. (together with KCI, the “Issuers”), to exchange a portion of their 12.5% Senior Notes due 2019 (the “Existing Unsecured Notes”) for up to $450.0 million aggregate principal amount of their new 12.5% Limited Third Lien Senior Secured Notes due 2021 (the “New Notes”) and (B) the solicitation (the “Consent Solicitation”) of consents (the “Consents”), for no consideration, from holders of Existing Unsecured Notes to certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Existing Unsecured Notes (the “Existing Unsecured Notes Indenture”).
The Issuers were advised by the exchange agent for the Exchange Offer that, as of the Early Tender and Consent Date, a total of $445,061,000 aggregate principal amount of outstanding Existing Unsecured Notes, representing approximately 72.72% of the outstanding Existing Unsecured Notes, were validly tendered (and not validly withdrawn) in the Exchange Offer. These holders also delivered their Consents to the Proposed Amendments with respect to the Existing Unsecured Notes tendered.
The Issuers will accept for exchange such amount of Existing Unsecured Notes properly tendered and not validly withdrawn in the Exchange Offer, such that the aggregate principal amount of New Notes issued in the Exchange Offer does not exceed $450.0 million. If the Exchange Offer is oversubscribed as of the Expiration Date, upon the terms and subject to the conditions of the Exchange Offer, the Existing Unsecured Notes will be accepted for exchange on a pro rata basis. As of June 30, 2016, there was $612.0 million aggregate principal amount of the Existing Unsecured Notes outstanding.
In addition, as of the Early Tender and Consent Date, the Issuers have received Consents from holders of at least a majority of the outstanding principal amount of Existing Unsecured Notes required to adopt the Proposed Amendments. Therefore, the Issuers, the guarantors party thereto and the trustee for the Existing Unsecured Notes will enter into a supplemental indenture (the “Supplemental Indenture”) to the Existing Unsecured Notes Indenture giving effect to the Proposed Amendments on the date hereof or as soon as possible thereafter. The Supplemental Indenture will be effective and binding upon its execution. The Consent Solicitation and the effectiveness of the Supplemental Indenture are not conditioned on the consummation of the Exchange Offer, and the Proposed Amendments will become operative upon the execution and delivery of the Supplemental Indenture.
The Exchange Offer will expire at midnight, New York City time, on October 3, 2016 unless extended by the Issuers (such time and date as may be later extended, the “Expiration Date”).
Holders of Existing Unsecured Notes whose Existing Unsecured Notes were properly tendered (and not validly withdrawn) at or prior to the Early Tender and Consent Date will receive, in respect of each $1,000 principal amount of Existing Unsecured Notes accepted for exchange, the “Total Exchange Consideration” of $1,000 principal amount of New Notes, which includes the “Early Participation Premium” of $50 principal amount of New Notes.
Holders of Existing Unsecured Notes whose Existing Unsecured Notes are properly tendered (and not validly withdrawn) after the Early Tender and Consent Date but at or prior to the Expiration Date will receive, in respect of each $1,000 principal amount of Existing Unsecured Notes accepted for exchange, the “Exchange Consideration” of $950 principal amount of New Notes, which does not include the Early Participation Premium. In addition, holders whose Existing Unsecured Notes are exchanged in the Exchange Offer will receive accrued and unpaid interest in cash in respect of their exchanged Existing Unsecured Notes from the last applicable interest payment date to, but not including, the settlement date for the Exchange Offer.
The Exchange Offer is subject to certain conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement (the “Offering Memorandum”) and the related letter of transmittal and consent (the “Letter of Transmittal”), including a $100.0 million equity contribution by Acelity's sponsors and the consummation of a proposed offering by the Issuers of new second lien senior secured notes. The Issuers reserve the right, subject to applicable law, to terminate, withdraw or amend the Exchange Offer at any time and from time to time as described in the Offering Memorandum.
The Exchange Offer is being made, and the New Notes are being offered and issued, in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), only to (i) “qualified institutional buyers” in accordance with Rule 144A under the Securities Act and to (ii) non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act (collectively, the “Eligible Holders”).
The complete terms and conditions of the Exchange Offer and the Consent Solicitation, as well as the terms of the New Notes, are set forth in the Offering Memorandum and the Letter of Transmittal. The Offering Memorandum and the Letter of Transmittal will only be made available to holders who confirm their status as Eligible Holders. Eligible Holders may obtain copies by contacting D.F. King & Co., Inc., the information and exchange agent in connection with the Exchange Offer and Consent Solicitation, at 800.207.3159 (toll-free) or 212.269.5550 (banks and brokers) or by visiting www.dfking.com/kinetic to complete the eligibility process.
This press release is for informational purposes only. This press release is neither an offer to sell nor a solicitation of an offer to buy any New Notes and is neither an offer to purchase nor a solicitation of an offer to sell any Existing Unsecured Notes. This press release is neither an offer to sell nor a solicitation of an offer to buy any second lien senior secured notes or other securities that may be offered in the other transactions. The Exchange Offer and the Consent Solicitation are made only by, and pursuant to, the terms set forth in the Offering Memorandum and the Letter of Transmittal. The Exchange Offer and the Consent Solicitation are not being made to persons 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.
Certain statements included in this press release may be considered “forward-looking statements”, which are based on information available to Acelity on the date of this release. Words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” the negative versions of these words and/or similar terms and phrases are used to identify these forward-looking statements. Forward-looking statements are based on management’s current expectations and are subject to various risks and uncertainties. Acelity cannot assure you that future developments affecting Acelity will be those that have been anticipated. Actual results may differ materially from these expectations due to changes in global, regional or local economic, business, competitive, market regulatory and other factors, many of which are beyond Acelity’s control, as well as other risks described from time to time under “Risk Factors” in Acelity’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q (available at www.sec.gov). Any forward-looking statement speaks only as of the date of this press release. Factors or events that could cause Acelity’s actual results to differ may emerge from time to time, and it is not possible to predict all of them. Acelity may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the forward-looking statements. Acelity’s forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments or other strategic transactions Acelity may make. Acelity undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
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