Prime Healthcare Services, Inc. Announces Results of Its Cash Tender Offer for Its Outstanding 7.250% Senior Secured Notes Due November 2025

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Sep 01, 2022, 08:00 ET

ONTARIO, Calif., Sept. 1, 2022 /PRNewswire/ -- Prime Healthcare Services, Inc. (the "Company" or "Prime Healthcare") announced today the results of its previously-announced cash tender offer (the "Tender Offer") to purchase up to $100,000,000 (subject to increase) in aggregate cash consideration (excluding accrued interest) payable to holders of the Company's 7.250% Senior Secured Notes due November 2025 (the "Notes"), which expired at 11:59 p.m., New York City time, on Wednesday, August 31, 2022 (the "Expiration Time").

According to information provided by D.F. King & Co., Inc., the Information Agent and Agent for the Tender Offer, $50,980,000 aggregate principal amount of the outstanding Notes were validly tendered at or prior to the Expiration Time and not validly withdrawn. The Company accepted for purchase all of the Notes that were validly tendered and plans to settle the Tender Offer on September 2, 2022 (the "Settlement Date"). On the Settlement Date, the Company will pay all holders of Notes who validly tendered and did not withdraw their Notes on or prior to the Expiration Time, and whose Notes were accepted for purchase, the "Total Consideration" of $920.00 per $1,000 principal amount of Notes (plus accrued and unpaid interest).

Barclays Capital Inc. is acting as the Dealer Manager in connection with the Tender Offer. D.F. King & Co., Inc. is serving as the Information Agent and Tender Agent.

About Prime Healthcare Services, Inc.

Prime Healthcare is headquartered in Ontario, California and operates 45 hospitals and has more than 300 outpatient locations in 14 states. Prime Healthcare provides more than 2.6 million patient visits annually. It is one of the nation's leading health systems with nearly 50,000 employees and physicians. Fourteen of the Prime Healthcare hospitals are members of the Prime Healthcare Foundation, a 501(c)(3) not-for-profit public charity.

Cautionary Note Regarding Forward-Looking Statements

Forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, are made throughout this release. These forward-looking statements are sometimes identified from the use of forward-looking words such as "believe," "should," "could," "potential," "continue," "expect," "project," "estimate," "predict," "anticipate," "aim," "intend," "plan," "forecast," "target," "is likely," "will," "can," "may" or "would" or the negative of these terms or similar expressions elsewhere in this release. Our financial condition, results of operations and cash flows may differ materially from those in the forward-looking statements. Such statements are based on our management's current views and assumptions and involve risks and uncertainties that could affect expected results. Those risks and uncertainties include, but are not limited to, the following: the impact of the COVID-19 pandemic and worsening economic conditions; potential acquisitions could be costly, unsuccessful or subject us to material unexpected liabilities; our ability to grow our business, successfully integrate acquisitions, and efficiently manage growth; our reliance on our key senior management team and local management personnel; a failure of our back office infrastructure could adversely impact our ability to manage our operations; changes in general economic and employment conditions; the geographic concentration of our operations, which make us sensitive to local regulatory and economic changes; our ability to enter into favorable contracts with managed care plans; our exposure to the increased amounts of and collection risks associated with uninsured accounts and the copay and deductible portions of insured accounts; potential lawsuits or other claims asserted against us, including potential government investigations; the challenges posed by the competitive nature of the healthcare industry, including competition and increasing costs related to recruiting talented staff and competition hampering our ability to acquire additional hospitals on favorable terms; our failure to adequately upgrade our facilities with technologically advanced equipment; the potential impact of a cybersecurity incident and any resulting litigation, government inquiries, and damage to our reputation; our ability to attract and retain qualified management and healthcare professionals, including physicians and nurses; cost containment efforts and reductions in reimbursement rates applicable to Medicare and Medicaid programs including in connection with federal budget sequestration or changes in budgetary priorities by state and local governments; the efforts of insurers, healthcare providers, patients and others to contain healthcare costs, including reductions or adjustments in reimbursement rates under federal and state healthcare programs; rankings based on clinical outcomes, cost, quality, patient satisfaction and other performance indicators; continued growth of uninsured and "patient due" accounts; ineffective implementation of our electronic information systems or a failure in such system could adversely affect our operations; any potential responsibilities and costs under environmental laws; any unfavorable negotiations with our labor unions, labor disruptions or increased labor costs and any litigation concerning or with our medical staff; the extent of distributions to our controlling shareholder; our continued capital expenditures and other commitments associated with ongoing acquisitions; the small number of stockholders, our related party transactions and our controlling shareholder's affiliation with the company that provides much of our insurance coverage; our eligibility to participate in the Medicare and Medicaid programs; any future federal and state antitrust regulations; our pension liabilities and funding obligations; governmental regulation of the industry, including Medicare and Medicaid reimbursement levels as well as construction, acquisition or expansion of hospitals; our requirement to treat patients with emergency medical conditions regardless of ability to pay; the impact from health reform efforts, including legal challenges to, and efforts to, repeal, replace, or change the Patient Protection and Affordable Care Act, as amended; any potential penalties or required changes following failure to comply with laws and any impacts from complying with federal and state privacy laws, including the Health Insurance Portability and Accountability Act of 1996, as amended; any changes to or discontinuation of the California's Hospital Quality Assurance Fee Program; failure to implement of information systems to comply with new coding requirements; our high degree of leverage and our ability to incur substantially more debt or refinance existing debt; and interest rate risk.

In light of these risks, uncertainties and assumptions, the forward-looking statements contained in this release might not prove to be accurate and you should not place undue reliance upon them. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.

Media Contact: [email protected]

SOURCE Prime Healthcare Services, Inc.