Attached files
file | filename |
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8-K - FORM 8-K - VANGUARD HEALTH SYSTEMS INC | g21952e8vk.htm |
EX-4.1 - EX-4.1 - VANGUARD HEALTH SYSTEMS INC | g21952exv4w1.htm |
EX-4.2 - EX-4.2 - VANGUARD HEALTH SYSTEMS INC | g21952exv4w2.htm |
EX-4.3 - EX-4.3 - VANGUARD HEALTH SYSTEMS INC | g21952exv4w3.htm |
EX-4.4 - EX-4.4 - VANGUARD HEALTH SYSTEMS INC | g21952exv4w4.htm |
EX-99.4 - EX-99.4 - VANGUARD HEALTH SYSTEMS INC | g21952exv99w4.htm |
EX-99.1 - EX-99.1 - VANGUARD HEALTH SYSTEMS INC | g21952exv99w1.htm |
EX-10.1 - EX-10.1 - VANGUARD HEALTH SYSTEMS INC | g21952exv10w1.htm |
EX-99.3 - EX-99.3 - VANGUARD HEALTH SYSTEMS INC | g21952exv99w3.htm |
EXHIBIT 99.2
Vanguard Announces Closing of $950.0 Million Senior Notes Offering
NASHVILLE, TN(Marketwire January 29, 2010) Vanguard Health Systems, Inc. (Vanguard)
announced the closing today of the private placement offering of $950.0 million aggregate principal
amount of 8% Senior Notes due 2018 (the Notes) co-issued by Vanguards subsidiaries, Vanguard
Health Holding Company II, LLC (VHS Holdco II) and Vanguard Holding Company II, Inc. (VHS Holdco
II Inc. and, together with VHS Holdco II, the Issuers). The Issuers obligations under the Notes
will be fully and unconditionally guaranteed on a senior unsecured basis by Vanguard, Vanguard
Health Holding Company I, LLC (VHS Holdco I), and certain restricted subsidiaries of VHS Holdco
II. The net proceeds of the Notes offering were used, together with borrowings under our new credit
facility described below and cash on hand: (i) to fund the previously announced tender offers for
any and all of the outstanding (a) $575.0 million aggregate principal amount of 9% Senior
Subordinated Notes due 2014 co-issued by the Issuers and (b) $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.; (ii) to redeem securities held by Vanguards existing stockholders; and
(iii) to pay related fees and expenses. In connection with the Notes offering, VHS Holdco II
terminated its existing senior secured credit facilities and entered into a new $815.0 million term
loan and a new $260.0 million revolving credit facility.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy the
Notes. The Notes were offered in a private placement to qualified institutional buyers pursuant to
Rule 144A and outside the United States in compliance with Regulation S under the Securities Act of
1933, as amended (the Securities Act).
The Notes have not been registered under the Securities Act, and may not be offered or sold in the
United States absent registration or an applicable exemption from registration requirements.
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 or make
acquisitions that strengthen existing markets and 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 making
strategic capital investments to expand 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, 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