Vanguard Health Systems, Inc. (NYSE: VHS) (“Vanguard”) announced today that its wholly-owned subsidiaries, Vanguard Health Holding Company II, LLC (“VHS Holdco II”) and Vanguard Holding Company II, Inc. (together with VHS Holdco II, the “Issuers”), closed their private placement of an aggregate principal amount of $375.0 million of 7.750% Senior Notes due 2019 (the “New Notes”). The New Notes were issued pursuant to the indenture, dated as of January 26, 2011 (the “Indenture”), governing their existing 7.750% Senior Notes due 2019 (the “Existing Notes”). The New Notes were issued at an offering price of 99.25% plus accrued interest from February 1, 2012. The New Notes will be treated as a single series with the Existing Notes, except that (i) the New Notes are subject to a separate registration rights agreement and (ii) unless and until the New Notes are registered, the New Notes will have a different CUSIP number from that of the Existing Notes and will not be fungible with the Existing Notes.
The Issuers intend to use the net proceeds from the offering of the New Notes for general corporate purposes, which may include, but not be limited to, working capital, capital expenditures, acquisitions, the repayment of any outstanding indebtedness under Vanguard’s existing revolving credit facility, and to pay the fees and expenses incurred in connection with the offering.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy the New Notes. The New Notes were offered in a private placement to qualified institutional buyers pursuant to Rule 144A and outside the United States in compliance with Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).
The New Notes have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.