Crescent Operating, Inc. Restructures Its Investment in CBHS.FT. WORTH, Texas--(BUSINESS WIRE)--Sept. 14, 1999-- Crescent Operating, Inc. ("Crescent Operating") (Nasdaq:COPI COPI Chevron Overseas Petroleum Inc. COPI Construction Output Price Index (UK) COPI Court-Ordered Protected Individual ) today announced that Crescent Operating, Crescent Real Estate Equities Company Crescent Real Estate Equities Co. (NYSE: CEI) is a Fort Worth, Texas-based real estate investor with holdings mainly in office and hotel properties, including several landmark buildings in the southern United States. ("Crescent Real Estate") (NYSE NYSE See: New York Stock Exchange :CEI CEI Competitive Enterprise Institute CEI Conferenza Episcopale Italiana (Italian bishop conference) CEI Central European Initiative CEI Comitato Elettrotecnico Italiano (Italian Electrotechnical Committee) ), Magellan Health Services health services Managed care The benefits covered under a health contract , Inc. ("Magellan") (NYSE:MGL MGL Massachusetts General Laws MGL Moenchengladbach, Germany MGL Mongolian Airlines (ICAO code) MGL Mascon Global Limited (New Delhi, India) MGL Multiple Greek Letter MGL Milpitas Golfland ) and Charter Behavioral Health Systems, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control ("CBHS CBHS Christian Brothers High School (Memphis, TN) CBHS Chemical Biological Hardened Shelter ") have completed a recapitalization of CBHS and restructuring of the relationships among the parties pursuant to the parties' binding Letter Agreement dated August 10, 1999. CBHS is the lessee, under a master lease agreement, of approximately 88 psychiatric hospitals owned by Crescent Real Estate. The restructuring of CBHS included the following transactions: -- Magellan transferred its remaining hospital-based assets (including Charter Advantage, Charter Franchise Services, LLC, the call center assets, the Charter name and related intellectual property and certain other assets other assets Assets of relatively small value. For financial reporting purposes, firms frequently combine small assets into a single category rather than listing each item separately. ) to CBHS. These transfers have returned to CBHS all of the assets utilized by Magellan in providing the franchise services and will also strengthen CBHS's balance sheet. -- Magellan and CBHS terminated the franchise agreement under which Magellan had provided franchise services to CBHS, and Magellan released CBHS from all accrued and unpaid franchise fees. As a result, both CBHS's future obligations under its franchise agreement with Magellan and the accrued but unpaid fees have been eliminated. -- Magellan transferred all but 10% of its common interest and all of its preferred interest in CBHS to CBHS. As a result of the transfers, Crescent Operating owns a 25% common interest and 100% of the preferred interest in CBHS, and a limited partnership controlled by individual officers of Crescent Operating, in which Crescent Operating owns 100% of the economic interests, owns a 65% common interest in CBHS. -- Magellan, CBHS, Crescent Real Estate and Crescent Operating provided each other with mutual releases of all claims and disputes against each other, with certain specified exceptions. -- Magellan and CBHS modified and extended their existing arrangement which designates CBHS as a preferred provider of inpatient acute behavioral health services. -- $2.5 million held in escrow in connection with a pending arbitration between Magellan and Crescent Operating was released to Crescent Operating in connection with the settlement and mutual release of the related claims between Magellan and Crescent Operating. Rick Knight, Chief Financial Officer of Crescent Operating, commented, "Crescent Operating will not recognize any gain or loss as a result of this transaction. Additionally, Crescent Operating is not investing any additional funds in CBHS as part of this transaction and has no plan to invest additional funds in CBHS in the future. Under this structure, any losses that may be incurred by CBHS will not be reported by Crescent Operating under generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records. Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting ." The revised CBHS structure allows for the following: -- Crescent Operating maintains its current level of control over CBHS and has obtained a 90% economic interest in CBHS without being required to invest any additional funds. -- As CBHS is a limited liability company, even with an increased economic stake, Crescent Operating is not liable for the obligations of CBHS, including the rental obligation of CBHS to Crescent Real Estate. -- Crescent Operating will control only two of the four board seats. The other two seats will be controlled by a limited partnership controlled by individual officers of Crescent Operating. Crescent Operating will not control CBHS and will not consolidate the results of CBHS for accounting purposes. -- The transaction eliminates both CBHS's future obligations under its franchise agreement with Magellan and the accrued but unpaid fees. -- The transaction modified and extended Magellan's designation of CBHS as a preferred provider of inpatient acute behavioral healthcare. John C. Goff, Crescent Operating's, Chief Executive Officer commented, "These transactions have resulted in an infusion of cash to CBHS and have eliminated the franchise fee and simplified the capital structure. The closing of this transaction represents a significant step towards strengthening Charter and establishing a framework for the future and demonstrates that all parties involved are committed to the creation of a stronger Charter." Crescent Operating is a diversified management company diversified management company An investment company with a minimum of 75% of its assets as cash, government securities, securities of other investment companies, and other securities subject to a limitation of no more than 5% of the diversified management which through various subsidiaries and affiliates, owns, leases or operates a portfolio of assets consisting primarily of seven full-service hotels and two destination health and fitness resorts, an interest in a behavioral health company, an interest in a refrigerated warehouse operating company operating company A business that engages in transactions with outsiders. , an interest in three real estate development operations, and an equipment sales and leasing business. Certain of the statements in this press release constitute forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although Crescent Operating believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, Crescent Operating's actual results could differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from Crescent Operating's expectations include, among others, the ability of the Company's segments to continue to achieve operating results at or above current levels and at a level sufficient to meet current projections, Crescent Operating's ability to service existing debt and meet other operating expenses Operating expenses The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted. , the availability of debt and equity financing Equity Financing The act of raising money for company activities by selling common or preferred stock to individual or institutional investors. In return for the money paid, shareholders receive ownership interests in the corporation. , and the possibility that Crescent Operating's outstanding debt (some of which requires so-called balloon payments of principal) may be refinanced at higher interest rates or otherwise on terms less favorable to Crescent Operating, and other general risk factors. For a more complete discussion of these and other risk factors, please see Crescent Operating's SEC reports, including its 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. , quarterly reports on Form 10-Q Form 10-Q See 10-Q. , reports on Form 8-K, and the Company's Registration Statement on Form S-4. For further information, please contact Rick Knight, Chief Financial Officer at 817/339-2212. Crescent Operating is also online at www.crescentoperating.com. |
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