Beverly Enterprises (NYSE:BEV)
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Beverly Enterprises, Inc. ("BEI") (NYSE: BEV) announced
today that it has given a conditional notice of redemption to the
holders of its 7 7/8 percent Senior Subordinated Notes Due 2014 (the
"Notes"). Under the indenture governing the Notes, the redemption
price will be the greater of (a) 100 percent of the principal amount
of the Notes, and (b) the sum of the present values of the remaining
payments of principal and interest on the Notes from the redemption
date to June 15, 2009, discounted at the applicable Treasury Rate (as
defined in the indenture) to the redemption date plus, in either case,
accrued and unpaid interest up to but not including the redemption
date. Assuming the applicable Treasury Rate on the redemption date is
the same as on the date of the notice given to holders, the redemption
price for the $215,000,000 aggregate principal amount of the Notes
outstanding would be $241,166,365.32, or approximately $1,121.70 per
$1,000 principal amount. BEI currently intends to publicize the actual
redemption price once it has been determined in accordance with the
indenture.
The redemption of the Notes is subject to satisfaction of the
following conditions precedent on the business day immediately
preceding the redemption date: (i) the consummation of the merger of
PSC Sub, Inc. with and into BEI pursuant to and in accordance with
that certain Agreement and Plan of Merger by and among Pearl Senior
Care, Inc., PSC Sub, Inc., BEI and Geary Property Holdings, LLC, dated
as of August 16, 2005, as amended, and (ii) the discharge of the
indenture as to all Notes (including, without limitation, the deposit
with the trustee of cash in an amount sufficient, without
consideration of any reinvestment of interest, to pay and discharge
the entire indebtedness on all of the outstanding Notes for principal,
accrued interest, premium and Liquidated Damages (as defined in the
indenture), if any). The redemption date shall be March 1, 2006,
assuming all conditions for redemption have been satisfied by February
28, 2006. If the conditions for redemption have not been satisfied by
February 28, 2006, then the redemption date for the Notes shall be on
the business day immediately following the day on which all conditions
for redemption have been satisfied, but not later than July 3, 2006.
If the Notes have not been redeemed by July 3, 2006, because the
conditions for redemption have not been satisfied by the preceding
business day, then the conditional notice of redemption shall expire
and the Notes will not be redeemed pursuant thereto.
This press release is only a summary of certain provisions of the
Notes, the indenture governing the Notes and the conditional notice of
redemption. A more complete explanation of the procedures for
redeeming the Notes is set forth in the indenture, which was
previously attached as an Exhibit to BEI's Quarterly Report on Form
10-Q for the quarter ended June 30, 2004, and filed with the
Securities and Exchange Commission on August 9, 2004, as well as in
the conditional notice of redemption sent to holders of the Notes. All
holders are urged to review the conditional notice sent to them, as
well as the applicable provisions of the indenture, in their entirety.
FORWARD-LOOKING STATEMENTS
The statements in this document relating to matters that are not
historical facts are forward-looking statement based on management's
beliefs and assumptions using currently available information as of
the date hereof. Forward-looking statements are not guarantees of
future performance and involve certain risks and uncertainties,
including the risks and uncertainties detailed from time to time in
BEI's filings with the Securities and Exchange Commission. Although
BEI believes that the expectations reflected in such forward-looking
statements are reasonable, it cannot give any assurances that these
expectations will prove to be correct. BEI assumes no duty to update
or revise such statements, whether as a result of new information,
future events or otherwise.
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
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.