Beverly Enterprises Completes Merger With Pearl Senior Care.FORT SMITH, Ark. -- Beverly Enterprises, Inc. ("BEI Bei (pā, bā), river, c.200 mi (320 km) long, formed by the union of two headstreams in the Nanling Mts., N Guangdong prov., S China. It flows S into the Xi River, E of Guangzhou, to form the Pearl River delta. ") (NYSE NYSE See: New York Stock Exchange :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 Bank of New York, abbrieviated to BNY, was a global financial services company that existed until its merger with the Mellon Financial Corporation on July 2, 2007.[1] The bank now continues under the new name of The Bank of New York Mellon Corporation. , the paying agent Paying Agent An agent who accepts payments from the issuer of a security and then distributes the payments to the holders of the security. Also known as a "disbursing 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 Redemption price See: Call price redemption price 1. The price at which an open-end investment company will buy back its shares from the owners. In most cases, the redemption price is the net asset value per share. 2. of $236,811,750.00, or approximately 1,101.45 per $1,000.00 principal amount of the Senior Notes, plus accrued interest Accrued Interest The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date. There are two methods for calculating accrued interest: 1) 360-day year method, used for corporate and municipal bonds. 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 Depository Trust Company (DTC) DTC is the world's largest central securities depository. It accepts deposits of over 2 million equity and debt securities issues (valued at $23 trillion) from over 65 countries for custody, executes book-entry deliveries (valued at over $116 trillion ("DTC DTC See: Depository Transfer Check DTC See: Depository Trust Company DTC See 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 as·sist·ed living n. A living arrangement in which people with special needs, especially older people with disabilities, reside in a facility that provides help with everyday tasks such as bathing, dressing, and taking medication. 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 (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control 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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