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July 19, 2013 /PRNewswire/ -- BioScrip
®, Inc. (NASDAQ: BIOS) ("BioScrip") announced today that it has irrevocably called for redemption on
August 19, 2013 (the "Redemption Date") all of its
$225 million aggregate principal amount of 10 ¼% Senior Notes due 2015 (CUSIP No. 09069NAC2) (the "Notes") that remain outstanding on the Redemption Date after completion of the Offer (as defined below), at a redemption price equal to 105.125% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the Redemption Date (the "Redemption Price"). Notices of redemption are being delivered at the request and on behalf of BioScrip by U.S. Bank National Association, the trustee for the Notes, to the registered holders of such Notes.
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 the Notes. The Offer is described in the Offer to Purchase and Consent Solicitation Statement dated
June 3, 2013 (the "Offer to Purchase").
BioScrip also previously announced that it had 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 time, on
July 30, 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
$1,000 principal amount of the Notes (which amount includes a consent payment of
$1,000 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.
For the avoidance of doubt, notwithstanding today's announcement of the redemption of the Notes, all terms and conditions of the Offer remain unchanged. As of the close of business on
July 18, 2013, based on information provided by Global Bondholder Services Corporation, the Depositary and Information Agent for the Offer, the consents of approximately
$104.4 million in aggregate principal amount, or 46.38%, 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.