Attached files
file | filename |
---|---|
8-K - FORM 8-K - VANGUARD HEALTH SYSTEMS INC | g21795e8vk.htm |
EX-99.1 - EX-99.1 - VANGUARD HEALTH SYSTEMS INC | g21795exv99w1.htm |
EX-99.2 - EX-99.2 - VANGUARD HEALTH SYSTEMS INC | g21795exv99w2.htm |
EXHIBIT
99.3
Vanguard Announces Comprehensive Refinancing Plan
NASHVILLE, Tenn. January 14, 2010 Vanguard Health Systems, Inc. (Vanguard) announced
today that its wholly-owned subsidiaries, Vanguard Health Holding Company II, LLC (VHS Holdco
II), Vanguard Holding Company II, Inc. (VHS Holdco II Inc. and, together with VHS Holdco II, the
Issuers), plan to issue an aggregate principal amount of up to $1.0 billion of senior notes due
2018 (the Notes) in a private placement. In conjunction with the closing of the Notes offering:
(a) VHS Holdco II expects to consummate its previously announced cash tender offer and consent
solicitation (the 2014 Tender Offer), as described in the Offer to Purchase and Consent
Solicitation Statement dated January 14, 2010 (the Statement), for any and all of the outstanding
$575.0 million aggregate principal amount of 9% Senior Subordinated Notes due 2014 co-issued by VHS
Holdco II and VHS Holdco II Inc., (b) Vanguard Health Holding Company I, LLC, a wholly-owned
subsidiary of Vanguard (VHS Holdco I), expects to consummate its previously announced cash tender
offer and consent solicitation (the 2015 Tender Offer and, together with the 2014 Tender Offer,
the Tender Offers), as described in the Statement, for any and all of the outstanding $216.0
million aggregate principal amount at maturity of 11.25% Senior Discount Notes due 2015 co-issued
by VHS Holdco I and Vanguard Holding Company I, Inc. and (c) VHS Holdco II expects to terminate its
existing senior secured credit facilities and enter into a new $765.0 million term loan (the New
Term Loan Facility) and a new $260.0 million revolving credit facility (the New Revolving Credit
Facility and, together with the New Term Loan Facility, the New Senior Secured Credit
Facilities). The Notes offering, the refinancing of the existing senior secured credit facilities
with the entry into the New Senior Credit Facilities, the consummation of the Tender Offers and the
application of the net proceeds from the Notes offering and the New Term Loan Facility comprises
Vanguards comprehensive refinancing plan.
The Issuers intend to use the net proceeds from the Notes offering, together with cash on hand, to
fund the Tender Offers, to pay a dividend to Vanguards existing stockholders and to pay related
fees and expenses.
The Notes have not been registered under the Securities Act of 1933, as amended (the Securities
Act). The Notes may not be offered or sold within the United States or to U.S. persons, except to
qualified institutional buyers in reliance on the exemption from registration provided by Rule
144A and to certain persons in offshore transactions in reliance on Regulation S. You are hereby
notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5
of the Securities Act provided by Rule 144A. This announcement does not constitute an offer to
sell or the solicitation of an offer to buy Notes in any jurisdiction in which such an offer or
sale would be unlawful.
2
Company Information and Forward Looking Statements
About Vanguard
Vanguard owns and operates 15 acute care hospitals and complementary facilities and services in
metropolitan Chicago, Illinois; metropolitan Phoenix, Arizona; San Antonio, Texas; and Worcester
and metropolitan Boston, Massachusetts. Vanguards strategy is to develop locally branded,
comprehensive healthcare delivery networks in urban markets. Vanguard will pursue acquisitions
where there are opportunities to partner with leading delivery systems in new urban markets. Upon
acquiring a facility or network of facilities, Vanguard implements strategic and operational
improvement initiatives including expanding services, strengthening relationships with physicians
and managed care organizations, recruiting new physicians and upgrading information systems and
other capital equipment. These strategies improve quality and network coverage in a cost effective
and accessible manner for the communities Vanguard serves.
This press release contains forward-looking statements within the meaning of the federal
securities laws which are intended to be covered by the safe harbors created thereby.
Forward-looking statements are those statements that are based upon managements current plans and
expectations as opposed to historical and current facts and are often identified in this report by
use of words including but not limited to may, believe, will, project, expect,
estimate, anticipate, and plan. These statements are based upon estimates and assumptions
made by Vanguards management that, although believed to be reasonable, are subject to numerous
factors, risks and uncertainties that could cause actual outcomes and results to be materially
different from those projected. These factors, risks and uncertainties include, among others,
Vanguards high degree of leverage and interest rate risk; Vanguards ability to incur
substantially more debt; operating and financial restrictions in Vanguards debt agreements;
Vanguards ability to successfully implement Vanguards business strategies; Vanguards ability to
successfully integrate future acquisitions; conflicts of interest that may arise as a result of
Vanguards control by a small number of stockholders; the highly competitive nature of the
healthcare industry; governmental regulation of the industry, including Medicare and Medicaid
reimbursement levels; pressures to contain costs by managed care organizations and other insurers
and Vanguards ability to negotiate acceptable terms with these third party payers; Vanguards
ability to attract and retain qualified management and healthcare professionals, including
physicians and nurses; potential federal or state reform of healthcare; future governmental
investigations; the availability of capital to fund Vanguards corporate growth strategy; potential
lawsuits or other claims asserted against Vanguard; Vanguards ability to maintain or increase
patient membership and control costs of Vanguards managed healthcare plans; changes in general
economic conditions; Vanguards exposure to the increased amounts of and collection risks
associated with uninsured accounts and the co-pay and deductible portions of insured accounts;
dependence on Vanguards senior management team and local management personnel; volatility of
professional and general liability insurance for Vanguard and the physicians who practice at
Vanguards hospitals and increases in the quantity and severity of professional liability claims;
Vanguards ability to maintain and increase patient volumes and control the costs of providing
services, including salaries and benefits, supplies and bad debts; Vanguards failure to comply, or
allegations of Vanguards failure to comply, with applicable laws and regulations; the geographic
concentration of Vanguards operations; technological and pharmaceutical improvements that increase
the cost of providing, or reduce the demand for,
3
healthcare services and shift demand for inpatient
services to outpatient settings; costs and compliance risks associated with Section 404 of the
Sarbanes-Oxley Act; material non-cash charges to earnings from impairment of goodwill associated
with declines in the fair market
values of Vanguards reporting units; and volatility of materials and labor costs for potential
construction projects that may be necessary for future growth.
Although Vanguard believes that the assumptions underlying the forward-looking statements contained
in this press release are reasonable, any of these assumptions could prove to be inaccurate, and,
therefore, there can be no assurance that the forward-looking statements included in this press
release will prove to be accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, you should not regard the inclusion of such information
as a representation by Vanguard that its objectives and plans anticipated by the forward-looking
statements will occur or be achieved, or if any of them do, what impact they will have on
Vanguards results of operations and financial condition. Vanguard undertakes no obligation to
publicly release any revisions to any forward-looking statements contained herein to reflect events
and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated
events.
Contact:
Vanguard Health Systems, Inc.
Gary Willis, Senior Vice President and Chief Accounting Officer
(615) 665-6098
Vanguard Health Systems, Inc.
Gary Willis, Senior Vice President and Chief Accounting Officer
(615) 665-6098