SAN ANTONIO - Thursday, October 6th 2016 [ME NewsWire](BUSINESS WIRE)-- Acelity L.P. Inc. (“Acelity”), a global advanced wound care and regenerative medicine company, today announced the final results of the private offer to Eligible Holders (as defined below) (the “Exchange Offer”) by its wholly-owned subsidiaries, Kinetic Concepts, Inc. (“KCI”) and KCI USA, Inc. (together with KCI, the “Issuers”), to exchange a portion of their 12.5% Senior Notes due 2019 (the “Existing Unsecured Notes”) for up to $450.0 million aggregate principal amount of their new 12.5% Limited Third Lien Senior Secured Notes due 2021 (the “New Notes”).
The Exchange Offer expired at midnight, New York City time, on October 3, 2016 (the “Expiration Date”). The Issuers were advised by the exchange agent for the Exchange Offer that, as of the Expiration Date, a total of $445,061,000 aggregate principal amount of Existing Unsecured Notes, representing approximately 72.72% of the outstanding Existing Unsecured Notes, were properly tendered (and not validly withdrawn) in the Exchange Offer.
The Issuers will accept for exchange such amount of Existing Unsecured Notes properly tendered and not validly withdrawn in the Exchange Offer, such that the aggregate principal amount of New Notes issued in the Exchange Offer does not exceed $450.0 million. As there were less than $450.0 million aggregate principal amount of Existing Unsecured Notes properly tendered (and not validly withdrawn) in the Exchange Offer as of the Expiration Date, the Issuers will accept for exchange all such Existing Unsecured Notes properly tendered (and not validly withdrawn) without proration.
Upon settlement of the Exchange Offer, holders of Existing Unsecured Notes whose Existing Unsecured Notes were properly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on September 19, 2016 (the “Early Tender and Consent Date”) and whose Existing Unsecured Notes are accepted by the Issuers for exchange pursuant to the Exchange Offer will receive, for each $1,000 principal amount of Existing Unsecured Notes accepted for exchange, the “Total Exchange Consideration” of $1,000 principal amount of New Notes, which includes the “Early Participation Premium” of $50 principal amount of New Notes.
All Existing Unsecured Notes properly tendered (and not validly withdrawn) in the Exchange Offer were tendered before the Early Tender and Consent Date. As such, on the settlement date for the Exchange Offer, which the Issuers expect to be October 6, 2016 (the “Settlement Date”), the Issuers expect to issue $445,061,000 aggregate principal amount of New Notes in exchange for the Existing Unsecured Notes properly tendered (and not validly withdrawn) and accepted in the Exchange Offer, subject to terms and conditions of the Exchange Offer (including, without limitation, minimum denomination requirements).
In addition, holders whose Existing Unsecured Notes are exchanged in the Exchange Offer will receive accrued and unpaid interest in cash in respect of their exchanged Existing Unsecured Notes from the last applicable interest payment date to, but not including, the Settlement Date.
The Exchange Offer is subject to certain conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement (the “Offering Memorandum”) and the related letter of transmittal and consent (the “Letter of Transmittal”).
The Issuers may, from time to time, make purchases and/or exchanges of the remaining Existing Unsecured Notes through open market purchases, private transactions or otherwise depending on market conditions and covenant restrictions.
The Exchange Offer was made, and the New Notes were offered and will be issued, in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), only to (i) “qualified institutional buyers” in accordance with Rule 144A under the Securities Act and to (ii) non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act (collectively, the “Eligible Holders”).
This press release is for informational purposes only. This press release is neither an offer to sell nor a solicitation of an offer to buy any New Notes and is neither an offer to purchase nor a solicitation of an offer to sell any Existing Unsecured Notes. The Exchange Offer was made only by, and pursuant to, the terms set forth in the Offering Memorandum and the Letter of Transmittal. The Exchange Offer was not made to persons in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Forward-Looking Statements
Certain statements included in this press release may be considered “forward-looking statements”, which are based on information available to Acelity on the date of this release. Words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” the negative versions of these words and or similar terms and phrases are used to identify these forward looking statements. Forward-looking statements are based on management’s current expectations and are subject to various risks and uncertainties. Acelity cannot assure you that future developments affecting Acelity will be those that have been anticipated. Actual results may differ materially from these expectations due to changes in global, regional or local economic, business, competitive, market regulatory and other factors, many of which are beyond Acelity’s control, as well as other risks described from time to time under “Risk Factors” in Acelity’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q (available at www.sec.gov). Any forward-looking statement speaks only as of the date of this press release. Factors or events that could cause Acelity’s actual results to differ may emerge from time to time, and it is not possible to predict all of them. Acelity may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the forward-looking statements. Acelity’s forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments or other strategic transactions Acelity may make. Acelity undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161004006668/en/
Contacts
Acelity L.P. Inc.
Corporate Communications
Cheston Turbyfill, +1-210-515-7757
cheston.turbyfill@acelity.com
or
Investor Relations
Caleb Moore, +1-210-255-6433
caleb.moore@acelity.com
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