June 17, 2013
/PRNewswire/ -- BioScrip
, Inc. (NASDAQ: BIOS) ("BioScrip") previously announced that it had commenced a cash tender offer (the "Tender Offer") and consent solicitation (the "Consent Solicitation," and together with the Tender Offer, the "Offer") for any and all of its
aggregate principal amount of 10¼% Senior Notes due 2015 (CUSIP No. 09069NAC2) (the "Notes"). The Offer is described in the Offer to Purchase and Consent Solicitation Statement dated
June 3, 2013
(the "Offer to Purchase").
In connection with BioScrip's recently disclosed acquisition of the business of CarePoint Partners Holdings LLC and its subsidiaries (collectively, "CarePoint Partners"), BioScrip announced today that it has agreed with the lenders arranging its previously announced senior credit financing to modify the terms of such financing to provide sufficient additional capacity to consummate both the refinancing of BioScrip's existing indebtedness and the acquisition of CarePoint Partners. In connection with the modification of the terms of its senior credit financing, BioScrip also announced today that it has extended each of the consent payment deadline for the Consent Solicitation, the withdrawal deadline for the Consent Solicitation and the expiration date of the Offer to
New York City
July 8, 2013
, unless further extended by BioScrip in its sole discretion (the "Expiration Date"). Holders who validly tender their Notes and provide their consents to the proposed amendments to the indenture governing the Notes prior to the Expiration Date will receive
principal amount of the Notes (which amount includes a consent payment of
principal amount of the Notes), plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes.
Except for the extension described above, all other terms and conditions of the Offer remain unchanged. As of the close of business on
June 14, 2013
, based on information provided by Global Bondholder Services Corporation, the Depositary and Information Agent for the Offer, the consents of approximately
in aggregate principal amount, or 47.72%, of the outstanding Notes have been received.
BioScrip's obligation to accept for purchase, and to pay for, any Notes in the Offer is subject to satisfaction or waiver of a number of conditions that are set forth in the Offer to Purchase, including, without limitation, (i) the receipt by BioScrip of net proceeds from the new senior secured term loan and revolving credit facility on terms and conditions satisfactory to BioScrip in an amount that is sufficient to pay the total consideration (including consent payment) in respect of all Notes (regardless of the actual amount of Notes tendered) plus estimated fees and expenses relating to the Offer (the "Financing Condition") and (ii) the receipt of the required consents to amend and supplement the indenture governing the Notes in connection with the Consent Solicitation and the execution of a supplemental indenture effecting such amendments by the applicable parties. There can be no assurance that the Financing Condition and the transactions contemplated by the Financing Condition will be consummated or that any other condition to the Offer will be satisfied. BioScrip reserves the right to waive any of the conditions to the Offer. If the Offer is terminated or withdrawn, no consideration will be paid or become payable in respect of the tendered Notes and the Notes tendered pursuant to the Offer will be promptly returned to the tendering holders.