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-99.2 - EX-99.2 - VANGUARD HEALTH SYSTEMS INC | g21952exv99w2.htm |
EXHIBIT 99.3
Vanguard Announces Extension of Consent Payment Deadline
NASHVILLE, TN(Marketwire January 29, 2010) Vanguard Health Systems, Inc. (Vanguard)
announced today that in connection with the previously announced tender offers and consent
solicitations (the Tender Offers and Consent Solicitations) by Vanguard Health Holding Company
II, LLC (VHS Holdco II) and Vanguard Health Holding Company I, LLC (VHS Holdco I), the early
tender period in respect of each of the Tender Offers will be extended to 5:00 p.m., New York City
time, on January 29, 2010 (the New Consent Payment Deadline). Holders of the 9% Senior
Subordinated Notes due 2014 and the 11.25% Senior Discount Notes due 2015 (the Notes) who validly
tender and do not validly withdraw their Notes on or prior to the New Consent Payment Deadline,
will, if their Notes are accepted for purchase, be entitled to receive the applicable total
consideration, which includes a consent payment of $30.00 for each $1,000 principal amount of Notes
validly tendered on or before the New Consent Payment Deadline and accepted in the applicable
Tender Offer. The payment for the total consideration for any holder that tenders prior to the New
Consent Payment Deadline is expected to be made on or about February 1, 2010.
Each Tender Offer will expire at 12:00 midnight, New York City time, on February 11, 2010, unless
extended or earlier terminated (with respect to each Tender Offer, the Expiration Date). Holders
of Notes who have not already tendered their Notes may do so at any time on or prior to 12:00
midnight, New York City time, on February 11, 2010, but such holders will only be eligible to
receive the applicable tender offer consideration, which is an amount, paid in cash, equal to the
applicable total consideration less the applicable consent payment, for their Notes.
The Tender Offers and Consent Solicitations relating to the Notes are being made upon the terms and
conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated January 14,
2010 (the Statement) and the related Consent and Letter of Transmittal (the Consent and Letter
of Transmittal). Further details about the terms and conditions of the Tender Offers and Consent
Solicitations are set forth in the Statement and Consent and Letter of Transmittal.
VHS Holdco II and VHS Holdco I each reserves the right, in its sole discretion, to further modify
the terms of its respective Tender Offer, or to waive or modify any one or more of the conditions
thereto, in whole or in part, at any time on or before the Expiration Date of such Tender Offer.
The Tender Offers and Consent Solicitations are being made pursuant to the Statement and Consent
and Letter of Transmittal, which more fully set forth the terms of the Tender Offers and Consent
Solicitations.
The Offerors have engaged BofA Merrill Lynch as Dealer Manager and Solicitation Agent for the
Tender Offer. Persons with questions regarding the Tender Offers should contact BofA Merrill Lynch
at (888) 292-0070 (toll free) or (980) 388-9217 (collect). Requests for copies of the Statement or
other tender offer materials may be directed to Global Bondholder Services Corporation, the
Information Agent, at (866) 470-4500 (toll free) or (212) 430-3774 (collect).
This announcement is not an offer to purchase or solicitation of an offer to purchase or a
solicitation of tenders or consents with respect to any Notes.
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