Concentra Announces Completion of $150 Million Senior Subordinated Notes Sale and $435 Million Senior Credit Facility.Business Editors ADDISON, Texas--(BUSINESS WIRE)--Aug. 13, 2003 Concentra Operating Corporation ("Concentra" or "the Company") today announced that it has sold in a private placement $150 million aggregate principal amount of its 9.5% Senior Subordinated Notes due 2010, in accordance with Securities and Exchange Commission Rule 144A Rule 144A A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves. . In addition, the Company announced the closing of a new $435 million senior credit facility, which replaced its previously outstanding senior credit facility. The new 9.5% Senior Subordinated Notes are general unsecured obligations of the Company, are subordinated to all existing and future senior debt of the Company, and rank pari passu [Latin, By an equal progress; equably; ratably; without preference.] Used especially to describe creditors who, in marshalling assets, are entitled to receive out of the same fund without any precedence over each other. PARI PASSU. By the same gradation. with the Company's existing 13% senior subordinated notes due 2009. The new $435 million senior credit facility is comprised of $335 million in term debt with a six-year maturity and a $100 million five-year revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. facility. The Company had no borrowings under the revolving credit facility as of the closing date. The Company has used the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). of the private offering and borrowings under the new senior credit facility, together with cash on hand, to retire its previously outstanding senior credit facility, to terminate its interest rate hedge agreements, to transfer cash proceeds to Concentra Inc., its parent corporation, to enable it to redeem approximately $139,000,000 of the principal and accreted interest of its 14% Senior Discount Debentures due 2011, and to pay related fees and expenses. This announcement is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. The securities sold have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in 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. absent registration or an applicable exemption from registration requirements. Concentra, headquartered in Addison, Texas Addison is a city in Dallas County, Texas (USA). The population was 14,166 at the 2000 census. Addison is a northern suburb of Dallas. The city calls itself the Town of Addison but it is incorporated as a city. , the successor to and a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Concentra Inc., provides services designed to contain healthcare and disability costs and serves the occupational, auto and group healthcare markets. This press release contains certain forward-looking statements, which the Company is making in reliance on the 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. provisions 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. Investors are cautioned that all forward-looking statements involve risks and uncertainties, and that the Company's actual results may differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the potential adverse impact of governmental regulation on the Company's operations, changes in nationwide employment and workplace injury trends, interruption in its data processing data processing or information processing, operations (e.g., handling, merging, sorting, and computing) performed upon data in accordance with strictly defined procedures, such as recording and summarizing the financial transactions of a capabilities, operational, financing, completion and strategic risks related to the Company's capital structure and growth strategy, possible fluctuations in quarterly and annual operations, possible legal liability for adverse medical consequences, competitive pressures, adverse changes in market conditions for the Company's services, inability to complete planned acquisitions and dependence on key management personnel. Additional factors include those described in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events, or otherwise. |
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