Ardent Health Services Commences Consent Solicitation of Noteholders.NASHVILLE, Tenn. -- Ardent Health Services health services Managed care The benefits covered under a health contract LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control announced today that its subsidiary, Ardent Health Services, Inc., has commenced the solicitation of consents from the holders of its 10% Senior Subordinated Notes due 2013 to an amendment to the financial reporting covenant contained in the indenture governing the Notes. The amendment would provide that Ardent is not required to comply with the covenant until May 2, 2005. Ardent Health Services, Inc. is also seeking a waiver of all existing defaults under the indenture with respect to the financial reporting covenant. The 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 is scheduled to expire at 5:00 p.m., EST EST electroshock therapy. EST abbr. electroshock therapy , on December 31, 2004, unless extended. Holders of Notes who deliver their consent on or prior to 5:00 p.m., EST, on December 31, 2004 will, subject to the satisfaction of certain conditions, receive a consent payment of $5.00 per $1,000 principal amount of Notes validly consented. The completion of the consent solicitation is conditioned upon the satisfaction of certain conditions, including that consents representing a majority in principal amount of the notes must be received and a supplemental indenture for the notes must be executed. A more complete description of the consent solicitation and its conditions can be found in the consent solicitation statement to be distributed to Noteholders. As previously disclosed, the Audit Committee of Ardent's Board of Directors is conducting an independent review of accounting practices at Lovelace Sandia Health System, Inc. in Albuquerque, New Mexico “Albuquerque” redirects here. For other uses, see Albuquerque (disambiguation). Albuquerque (pronounced [ˈæl.bə.kɚ.kiː], Spanish: [al.βu. . The Audit Committee is conducting the independent review with the assistance of the independent law firm of King & Spalding and the independent accounting firm of Deloitte & Touche. Because of the independent review, Ardent did not file its Form 10-Q Form 10-Q See 10-Q. for the third quarter of 2004 with the SEC by the November 15, 2004 filing deadline. On November 30, 2004, Ardent announced that due to the initial results of the independent review, the Audit Committee had concluded that Ardent will restate its financial results for the year ended December 31, 2003, and for the first and second quarters of 2004. At that time, Ardent announced that it expected to file with the SEC the delayed Form 10-Q and certain restated financial statements for fiscal year 2003 and the first and second quarters of 2004 by the end of the first quarter of 2005. Since the November 30 announcement, Ardent and its independent auditors Independent Auditor An external auditor with a certified public accounting designation that qualifies him or her to provide an auditor's report. Notes: These auditors aren't affiliated with the company being audited. , Ernst & Young, have determined that additional time will be required to complete the historical and current financial statements. Ardent now expects that the third quarter Form 10-Q and the restated financial statements will be filed with the SEC by May 2, 2005. Accordingly, through the consent solicitation, Ardent Health Services, Inc. is seeking an extension for compliance with the financial reporting covenant in the indenture to May 2, 2005. Ardent intends to provide to holders of the notes preliminary unaudited financial information relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc its results of operations for the 2004 fiscal year by February 15, 2005. If the proposed amendment to the financial reporting covenant is approved and the existing defaults are waived by the Noteholders, Ardent may enter into certain previously-announced divestitures. At the time of the initial disclosure of the independent review, the company had contacted, among others, the SEC to inform them of the Audit Committee's actions. As anticipated, the SEC has requested that we voluntarily send to them information concerning issues identified in the review. The company intends to cooperate fully with this request for information. Ardent is also in discussions with its senior bank lenders regarding a proposed amendment to its senior secured credit agreement which would, among other things, extend the deadline for the delivery of its financial statements for the third quarter of 2004 and the 2004 fiscal year to May 2, 2005. Ardent has retained Citigroup Global Markets Inc. and Banc of America Securities LLC to serve as the solicitation agents and Global Bondholder Services Corporation to serve as the information agent and tabulation tab·u·late tr.v. tab·u·lat·ed, tab·u·lat·ing, tab·u·lates 1. To arrange in tabular form; condense and list. 2. To cut or form with a plane surface. adj. Having a plane surface. agent for the consent solicitation. Requests for documents may be directed to Global Bondholder Services Corporation, by telephone at (800) 470-3800 (U.S. toll-free) or (212) 430-3774 (collect) or in writing at 65 Broadway - Suite 704, New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , NY 10006. Questions regarding the consent solicitation may be directed to either Citigroup Global Markets Inc., at (800) 558-3745 (U.S. toll-free) or (212) 723-6106 (collect), Attention: Liability Management Group, or Banc of America Securities LLC, at (888) 292-0070 (U.S. toll-free) or (704) 388-9217 (collect), Attention: High Yield Special Products. This announcement is not an offer to purchase or sell, a solicitation of an offer to purchase or sell or a solicitation of consents with respect to any securities. The solicitation is being made solely pursuant to Ardent Health Services Inc.'s consent solicitation statement dated December 20, 2004 and the related consent form. Ardent Health Services is a provider of health care services to communities throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . Ardent currently operates 35 hospitals in 14 states, providing a full range of medical/surgical, psychiatric and substance abuse services to patients ranging from children to adults. Forward Looking Statements: This release includes forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. 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 which are intended to be covered by the safe harbors 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. created under that Act. These statements are based on our current estimates and expectations. Forward-looking statements may include words, such as "may," "will," "plans," "estimates," "anticipates," "believes," "expects," "intends" and similar expressions. These forward-looking statements are subject to various factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected or assumed. These factors, risks and uncertainties include, without limitation, the timing and results of the ongoing internal investigation being conducted by the Audit Committee; the ultimate impact and consequences arising from the restatement of Ardent's previously filed financial statements, the restrictions and covenants in our credit facility and debt instruments, our need to seek alternative financing if the consent solicitation is not completed and the potential lack of adequate alternative financing; the geographic concentration of our operations, particularly in Albuquerque, New Mexico and Tulsa, Oklahoma Tulsa is the second-largest city in the state of Oklahoma and 45th-largest in the United States. With an estimated population of 382,872 in 2006,[1] it is the principal municipality of the Tulsa Metropolitan Statistical Area, a region of 897,752 residents projected to ; possible changes in the Medicare and Medicaid Medicare and Medicaid U.S. government programs in effect since 1966. Medicare covers most people 65 or older and those with long-term disabilities. Part A, a hospital insurance plan, also pays for home health visits and hospice care. programs that may limit reimbursement to health care providers and insurers; a possible reduction of profitability of our health plan caused by lower enrollment; our failure to maintain satisfactory relationships with providers or our ability to effectively price our health care premiums or manage medical costs; the availability, cost and terms of malpractice insurance Noun 1. malpractice insurance - insurance purchased by physicians and hospitals to cover the cost of being sued for malpractice; "obstetricians have to pay high rates for malpractice insurance" coverage; claims and legal actions relating to professional liabilities or other matters exceeding the scope of our liability coverage; the highly competitive nature of the health care business, including the competition to recruit and retain physicians and other health care personnel and the ability to retain qualified management; the potential adverse impact of government investigations or "qui tam QUI TAM, remedies. Who as well. When a statute imposes a penalty, for the doing or not doing an act, and gives that penalty in part to whosoever will sue for the same, and the other part to the commonwealth, or some charitable, literary, or other institution, and makes it recoverable by " lawsuits brought under the False Claims Act or other whistleblower whis·tle·blow·er or whis·tle-blow·er or whistle blower n. One who reveals wrongdoing within an organization to the public or to those in positions of authority: "The Pentagon's most famous whistleblower is . . statutes; our ability to integrate newly acquired facilities and improve their operations and realize the anticipated benefits of the acquisitions; our ability to acquire hospitals that meet our target criteria; our ability to manage and integrate our information systems effectively and the impact of the previously-announced impairment charge for software, hardware and implementation costs which we previously capitalized; any reduction in payments to health care providers by government and commercial third-party payers, as well as cost-containment efforts of insurers and other payers; uncertainty associated with compliance with HIPAA (Health Insurance Portability & Accountability Act of 1996, Public Law 104-191) Also known as the "Kennedy-Kassebaum Act," this U.S. law protects employees' health insurance coverage when they change or lose their jobs (Title I) and provides standards for patient health, and other privacy laws and regulations; changes in, or violations of, federal, state or local regulation affecting the health care industry; the possible enactment of Federal or state health care reform; changes in general economic conditions and those factors, risks and uncertainties described in our Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. under the caption "Risk Factors" and from time to time our filings with the Securities and Exchange Commission. We can give no assurance that the forward-looking statements included in this release will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, you should not regard the inclusion of such information as a representation by us or any other person that our objectives and plans will be achieved. We undertake no obligation to publicly release any revisions to any forward-looking statements contained in this release. |
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