Concentra Operating Corporation Announces Expiration of Exchange Offers.ADDISON, Texas -- Concentra Operating Corporation ("Concentra Operating" or the "Company") today announced the expiration of the offers of its parent, Concentra Inc. ("Concentra"), to exchange (the "Exchange Offers") a combination of cash and $185 million in aggregate principal amount of a new series of senior subordinated notes due 2017 (the "New Notes") of Concentra's newly formed, 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. , Viant Holdings, Inc., for any and all of Concentra Operating's $155 million in aggregate principal amount of 9 1/8% Senior Subordinated Notes due 2012 (CUSIP CUSIP See: Committee on Uniform Securities Identification Procedures CUSIP See Committee on Uniform Securities Identification Procedures. 20589QAM (1) (Quality Assessment Measurement) A system used to measure and analyze voice transmission. (2) (Quadrature Amplitude Modulation) A modulation technique that employs both phase modulation (PM) and amplitude modulation (AM). 1) (the "9 1/8% Notes") and $180 million in aggregate principal amount of 9 1/2% Senior Subordinated Notes due 2010 (CUSIP 20589QAE QAE Quality Assurance Evaluator QAE Quality Assurance Engineer QAE Quality Assurance Executive QAE Quality Assurance Evaluation 9) (the "9 1/2% Notes" and, together with the 9 1/8% Notes, the "Old Notes"). The Exchange Offers, which commenced on May 24, 2007, expired at 12:00 midnight, 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U.S. time, on June 21, 2007 (the "Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist.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. "). As of the Expiration Date, $313,775,000 million aggregate principal amount of Old Notes had been validly tendered for exchange and not withdrawn, consisting of $148,615,000 aggregate principal amount of 91/8% Notes, or 95.88% of the total outstanding 91/8% Notes, and $165,160,000 aggregate principal amount of 91/2% Notes, or 91.76% of the total outstanding 91/2% Notes. Upon settlement of the Exchange Offers, Concentra will accept all of the Old Notes validly tendered and not withdrawn as of the Expiration Date and will deliver a combination of $185 million aggregate principal amount of New Notes and $155,219,636.98 million in cash, including accrued and unpaid interest, in exchange for the tendered Old Notes. Settlement of the Exchange Offers is expected to occur on Monday, June 25, 2007. The Exchange Offers are only being made, and copies of the documents related to the Exchange Offers are only being made available, to holders of Old Notes that have certified certain matters to Concentra, including their status as either "qualified institutional buyers," as that term is defined in 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. under the Securities Act of 1933 (the "Securities Act"), or persons other than "U.S. persons," as that term is defined in Rule 902 under the Securities Act. The New Notes have not been registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. This press release is issued pursuant to Rule 135c under the Securities Act and does not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities. The Exchange Offers are being made only pursuant to the offering circular Offering Circular An abbreviated prospectus for a new security listing. Delivered to individuals and brokerage houses, these documents are issued to arouse interest in the new issue. Notes: An offering circular allows investors to access information regarding a new issue. and consent solicitation statement dated May 24, 2007, 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 and only to such persons and in such jurisdictions as is permitted under applicable law. Concentra is dedicated to improving the quality of life by making healthcare accessible and affordable. Serving the occupational, auto and group healthcare markets, Concentra provides employers, insurers and payors with a series of integrated services that include employment-related injury and occupational healthcare, urgent care services, in-network and out-of-network medical claims review and repricing Repricing To change the price of an asset. In derivatives, it sometimes refers to the exchange of options of with different strike prices. repricing , access to preferred provider organizations, case management and other cost containment services. This press release contains certain forward-looking statements, which the Company is making in reliance on the safe harbor 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, changes in nationwide employment and injury rate trends; operational, financing and strategic risks related to the Company's capital structure, acquisitions and growth strategy; the adverse effects of litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. judgments or settlements; interruption in its data processing capabilities; the potential adverse impact of governmental regulation on the Company's operations; competitive pressures; adverse changes in market pricing, demand and other conditions relating to the Company's services; possible fluctuations in quarterly and annual operations; and dependence on key management personnel. Additional factors include those described in the Company's filings with the Securities and Exchange Commission. |
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