HealthSouth Corporation Commences Consent Solicitations
BIRMINGHAM, Ala., Mar 16, 2004 /PRNewswire-FirstCall via COMTEX/ -- HEALTHSOUTH Corp. (OTC Pink Sheets: HLSH) today announced that it is soliciting consents under the indentures pursuant to which its 6.875% Senior Notes due 2005, 7.375% Senior Notes due 2006, 7.000% Senior Notes due 2008, 8.500% Senior Notes due 2008, 8.375% Senior Notes due 2011, 7.625% Senior Notes due 2012 and its 10.750% Senior Subordinated Notes due 2008 (collectively, the "Notes") were issued.
The consent solicitations seek approval of proposed amendments to, and waivers under, the indentures governing the Notes to address on a consensual basis, among other things, issues relating to HEALTHSOUTH'S inability to provide current financial statements. Holders of Notes who deliver consents prior to the expiration of the consent solicitations will be entitled to receive a consent fee of $10 in cash for each $1,000 principal amount of Notes held by such holders. The payment of the consent fee is conditioned upon the proposed amendments to the indentures becoming operative.
The proposed amendments would, as a consensual matter, temporarily suspend HEALTHSOUTH's obligations under the indentures to furnish compliance certificates to the indenture trustees and to furnish to the SEC periodic and other reports under the federal securities laws until HEALTHSOUTH is able to comply with the reporting requirements thereunder. The proposed amendments, if applicable, also seek to modify HEALTHSOUTH's ability to incur certain indebtedness under certain circumstances. Each holder of Notes who consents to the proposed amendments will also be waiving all alleged and potential defaults under the indentures arising out of events occurring on or prior to the effectiveness of the proposed amendments.
The proposed amendments will become effective only upon satisfaction or waiver by HEALTHSOUTH of certain conditions which include receipt of valid and unrevoked consents from holders representing not less than a majority in aggregate principal amount of outstanding Notes for a series. Consent solicitations for series of Notes that are governed by the same indentures are also conditioned upon receipt of valid and unrevoked consents from a majority in aggregate principal amount of holders of each other series of notes issued pursuant to such indenture.
The consent solicitations will expire at 11:59 p.m., New York City time, on April 13, 2004, unless extended. Only holders of Notes as of 5:00 p.m., New York City time, on March 15, 2004, will be eligible to consent.
In response to a complaint filed by HEALTHSOUTH, on March 11, 2004, the Circuit Court of Jefferson County, Alabama granted a temporary restraining order preventing acceleration of any of the indebtedness evidenced by the Notes. HEALTHSOUTH said it believed that it was in the best interest of its stakeholders to minimize the extent of litigation over this matter. Accordingly, HEALTHSOUTH has determined to proceed with the consent solicitations as a means of consensually resolving these matters on a fair and prompt basis and to modify certain covenants in the existing indentures in order to facilitate its continuing restructuring efforts.
This news release is not a solicitation of consents with respect to any securities. The consent solicitations are being made only pursuant to the terms and conditions of the consent solicitation statements relating to each series of Notes and the accompanying documents. These documents can be obtained from Innisfree M&A Incorporated, the information agent, at 212-750-5833 (Banks and Brokers Call Collect) or 888-750-5834 (Noteholders Call Toll-Free). Questions regarding the solicitations should be directed to Credit Suisse First Boston, the solicitation agent, at 800-820-1653.
About HealthSouth
HealthSouth is the nation's largest provider of outpatient surgery, diagnostic imaging and rehabilitative healthcare services, with nearly 1,700 locations nationwide and abroad. HealthSouth can be found on the Web at www.healthsouth.com.
SOURCE HealthSouth Corp.
Andy Brimmer for HealthSouth, +1-205-410-2777
healthsouth.com |
