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July 31, 2013 /PRNewswire/ -- BioScrip
®, Inc. (NASDAQ: BIOS) ("BioScrip") announced today that it has entered into (i) a senior secured first-lien revolving credit facility in an aggregate principal amount of
$75.0 million (the "Revolving Credit Facility"), (ii) a senior secured first-lien term loan B in an aggregate principal amount of
$250.0 million (the "Term Loan B Facility") and (iii) a senior secured first-lien delayed draw term loan B in an aggregate principal amount of
$150.0 million (the "Delayed Draw Term Loan Facility" and, together with the Revolving Credit Facility and the Term Loan B Facility, the "Senior Credit Facilities") with SunTrust Bank, Jefferies Finance LLC and Morgan Stanley Senior Funding, Inc.
The proceeds of the loans under the Senior Credit Facilities will be used to (i) fund a portion of the purchase price for BioScrip's previously announced acquisition of the business of CarePoint Partners Holdings LLC (the "CarePoint Acquisition"), (ii) refinance certain existing indebtedness of BioScrip and its subsidiaries, including the payment of the purchase price for the 10 ¼% Senior Notes due 2015 (CUSIP No. 09069NAC2) (the "Notes") tendered and accepted for purchase in the Company's previously announced cash tender offer (the "Tender Offer") and consent solicitation (the "Consent Solicitation" and, together with the Tender Offer, the "Offer") and the payment of the redemption price for the Notes that remain outstanding after completion of the Offer, and (iii) fund other general corporate purposes of BioScrip and its subsidiaries, including acquisitions, investments, capital expenditures and working capital needs. The Delayed Draw Term Loan Facility will be funded in connection with the closing of the CarePoint Acquisition.
BioScrip also announced today that it has received and accepted for purchase approximately
$126.2 million aggregate principal amount of its outstanding Notes that were validly tendered by
New York City time, on
July 30, 2013 (the "Expiration Date"), which was the deadline for holders to submit tenders in order to receive the consent payment in connection with the Consent Solicitation as well as the withdrawal deadline and the expiration date of the Offer. BioScrip has received consents from holders of approximately 56.08% of the Notes as of the Expiration Date.
The consents received from the holders of Notes are sufficient to approve the proposed amendments to the indenture governing the Notes as set forth in BioScrip's Offer to Purchase and Consent Solicitation Statement dated
June 3, 2013 and the related Letter of Transmittal and Consent, pursuant to which the Offer was made. The proposed amendments eliminate substantially all of the restrictive covenants and certain default provisions contained in the indenture governing the Notes. On July 31, 2013, BioScrip entered into a supplemental indenture with U.S. Bank National Association, the trustee for the Notes, giving effect to the proposed amendments to the indenture. The supplemental indenture is binding on the holders of Notes not purchased in the Offer.
BioScrip previously announced on
July 19, 2013 that it has irrevocably called for redemption on
August 19, 2013 (the "Redemption Date") all Notes that remain outstanding on the Redemption Date after completion of the Offer, at a redemption price equal to 105.125% of the principal amount of the Notes being redeemed plus accrued and unpaid interest, if any, to, but not including, the Redemption Date. Notices of redemption were delivered on behalf of BioScrip by the trustee to the registered holders of such Notes. On July 31, 2013, BioScrip satisfied and discharged its obligations under the indenture relating to the Notes, by depositing with the trustee the sum of
$107,773,870.75 (the "Discharge Amount"). BioScrip instructed the trustee to hold the Discharge Amount as trust moneys pursuant to the indenture and to pay all outstanding Notes at the redemption price of 105.125% of the principal amount of the Notes being redeemed plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
About BioScrip, Inc.
BioScrip, Inc. provides comprehensive infusion and home care solutions. By partnering with patients, physicians, healthcare payors, government agencies and pharmaceutical manufacturers, we are able to provide access to infusible medications and management solutions. Our goal is to optimize outcomes for chronic and other complex healthcare conditions and enhance the quality of patient life. BioScrip brings clinical competence in providing high-touch, comprehensive infusion and nursing services to patients in the most convenient ways possible. Through our customer services and treatments we aim to ensure the best possible therapy outcome.