Alliance Imaging Inc. Announces Tender Offers.ANAHEIM, Calif.--(BUSINESS WIRE)--Oct. 4, 1999-- Alliance Imaging Inc. ("Alliance") Monday announced the commencement of cash tender offers and a consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc all of Alliance's outstanding 9 5/8% Senior Subordinated Notes due 2005 (the "Fixed Rate Notes") and Floating Interest Rate Subordinated Term Securities due 2005 (the "Floating Rate Notes," and together with the Fixed Rate Notes, the "Notes"). The tender offers are being made in connection with the recapitalization of Alliance in which an affiliate of Kohlberg Kravis Roberts Kohlberg Kravis Roberts & Co (commonly referred to as KKR) is a New York City-based private equity firm that focuses primarily on late-stage leveraged buyouts. It was founded in 1976 by Jerome Kohlberg, Jr., and cousins Henry Kravis and George R. & Co. will acquire approximately 90% of the outstanding capital stock of Alliance. Alliance announced on Sept. 14, 1999, that the recapitalization will occur pursuant to the Agreement and Plan of Merger, dated as of Sept. 13, 1999, between Alliance and Viewer Acquisition Corp., a KKR KKR Korringa-Kohn-Rostoker (method) KKR Kohlberg, Kravis & Roberts & Co. KKR Kalkara (postal locality, Malta) KKR Kramers-Kronig Relations KKR Komarappa Gounder Ramalingam (hospital in India) affiliate. The total consideration to be paid for each validly tendered Fixed Rate Note will be a price intended to result in a yield to Dec. 15, 2001 (the earliest redemption date Redemption date The date on which a bond matures or is redeemed. redemption date The date on which a debt security is scheduled to be redeemed by the issuer. The redemption date is the scheduled maturity date or, if applicable, a call date. for the Fixed Rate Notes), equal to the sum of (i) a fixed spread of 62.5 basis points, plus (ii) the bid-side yield to maturity on the 5.875% U.S. Treasury U.S. Treasury Created in 1798, the United States Department of the Treasury is the government (Cabinet) department responsible for issuing all Treasury bonds, notes and bills. Some of the government branches operating under the U.S. Treasury umbrella include the IRS, U.S. Note due Nov. 30, 2001. This amount includes a consent payment of $30 per $1,000 principal amount of Fixed Rate Notes. Using this formula, the purchase price for the Fixed Rate Notes will be set at 2 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, three business days immediately preceding the scheduled expiration time Expiration time The time of day by which all exercise notices must be received on the expiration date. Technically, the expiration time is currently 11:59AM on the expiration date, but public holders of option contracts must indicate their desire to exercise no later than 5:30PM on of noon, New York City time, Tuesday, Nov. 2, 1999, unless extended. The consideration to be paid for each validly tendered Floating Rate Note will be equal to $1,035 per $1,000 principal amount of Floating Rate Notes. This amount includes a consent payment of $10 per $1,000 principal amount of Floating Rate Notes. In addition, holders who tender Notes will receive accrued and unpaid interest on the tendered Notes from the last interest payment date to, but not including, the payment date, which will be one business day after the expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. . In conjunction with the tender offers, Alliance is soliciting consents to amend the indenture governing the Notes to eliminate substantially all of the restrictive covenants Restrictive covenants Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends. and certain event of default provisions and modify certain other provisions of the indenture, including certain of the provisions relating to legal and covenant defeasance of the Notes. Holders who tender their Notes will be required to consent to the proposed amendments. Holders may not consent to the proposed amendments without tendering their Notes. The tender offers expire at noon, New York City time, on Tuesday, Nov. 2, 1999, unless extended. In order to receive the consent payment, holders must validly tender their Notes (and thereby deliver their consent) prior to 5 p.m., New York City time, on the Consent Date. The "Consent Date" for the Notes is the later of Oct. 15, 1999, or the first date thereafter that Alliance receives duly executed consents from holders representing a majority in aggregate principal amount of Notes outstanding. Holders who tender their Notes after the Consent Date and prior to the expiration date will be entitled to receive the applicable tender offer consideration plus accrued and unpaid interest but will not receive the consent payment. The tender offers are conditioned upon, among other things, the satisfaction of the conditions precedent to the Agreement and Plan of Merger and the receipt of senior bank financing. Salomon Smith Barney is acting as the exclusive Dealer Manager for the tender offers and the consent solicitation. The tender offers and the consent solicitation are being made only by reference to the Offer to Purchase and Consent Solicitation Statement and related Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and Consent, which more fully set forth the terms of the tender offers and the consent solicitation. Alliance may amend or extend the tender offers and consent solicitation at any time without making any payments with respect thereto. Requests for documentation should be directed to MacKenzie Partners Inc., the Information Agent, at 800/322-2885. Questions and requests for assistance concerning the tender offers and the consent solicitation should be directed to either the Information Agent or Salomon Smith Barney at 800/558-3745. Alliance is a leading provider of comprehensive diagnostic imaging and therapeutic services to hospitals and other health-care providers. Services are provided on either a mobile, shared-user or on a full-time single-user basis. For more information about Alliance via facsimile, cal1 800/PRO-INFO and dial client code "SCAN." Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Certain statements contained in this release are forward looking within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from what is currently anticipated. Those factors include, among other things, the completion of the tender offers, the merger and the financing thereof, and other factors detailed from time to time in the SEC filings of Alliance Imaging Inc. |
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