Tower Health Announces Results of Offer to Exchange and Consent Solicitation

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Sep 16, 2024, 15:52 ET

WEST READING, Pa., Sept. 16, 2024 /PRNewswire/ -- Tower Health ("Tower Health") today announced the results of its offer to exchange (the "Exchange Offer") all or any portion of certain outstanding debt securities issued by or on behalf of Tower Health described in the table below (collectively, the "Outstanding Bonds") for a specified amount of new bonds to be issued by The Berks County Municipal Authority (the "Authority"), as identified in the table below (collectively, the "Exchange Bonds"). The Exchange Offer was made to realign the debt structure of Tower Health and the other members of the Obligated Group (as defined below) and their affiliates to support their acute care hospitals and related healthcare businesses.

The Exchange Offer is further described in the Offer to Exchange and Consent Solicitation Statement dated August 16, 2024 (the "Offer to Exchange and Consent Solicitation Statement"). Information concerning Tower Health and the other members of the Obligated Group and the Exchange Bonds is set forth in the Authority's Preliminary Limited Offering Memorandum dated August 16, 2024 (the "Limited Offering Memorandum" and, together with the Offer to Exchange and Consent Solicitation Statement, the "Exchange Documents") attached as APPENDIX A to the Offer to Exchange and Consent Solicitation Statement.

In connection with the Exchange Offer, Tower Health also solicited consents ("Consents") from holders of Outstanding Bonds, upon the terms and subject to the conditions set forth in the Offer to Exchange and Consent Solicitation Statement, to amend and restate the Master Trust Indenture supporting the Outstanding Bonds (the "Consent Solicitation"). Bondholders who tendered their Outstanding Bonds in the Exchange Offer were deemed to have delivered their Consents pursuant to the Consent Solicitation.

The Exchange Offer and Consent Solicitation expired on Friday, September 13, 2024, and will not be extended.

Pursuant to the terms and conditions set forth in the Exchange Offer, Tower Health has accepted for exchange all of the Outstanding Bonds tendered pursuant to the Exchange Offer, in each case, as set forth in the following table (the "Accepted Outstanding Bonds"). The Accepted Outstanding Bonds constitute a majority in aggregate principal amount of the Outstanding Bonds and, pursuant to the terms of the Consent Solicitation, Tower Health will certify to the master trustee under the Master Trust Indenture that the requisite Consents have been obtained and the proposed amendments to the Master Trust Indenture supporting the Outstanding Bonds will immediately become effective at the time such certification is delivered.

				The Berks County Municipal Authority Revenue Bonds (Tower Health Project), Series 2024A-3 *(the "Series 2024A-3 Bonds")*		The Berks County Municipal Authority Revenue Bonds (Tower Health Project), Series 2024B-1 *(the "Series 2024B-1 Bonds")*
Series of Outstanding Bonds	CUSIPS¹	Outstanding Principal Amount	Aggregate Principal Amount Accepted for Exchange	Exchange Factor²	Aggregate Exchange Initial Principal Amount to be Issued	Exchange Factor²	Aggregate Final Accreted Value to be Issued
Berks County Municipal Authority Series 2012A Fixed Rate Revenue Bonds (The Reading Hospital and Medical Center Project) (the "Series 2012A Bonds")	084538GV3 084538GW1 084538GY7 084538GX9	$160,065,000	$127,555,000	0.7000	$89,411,000	0.349816	$44,524,000

Berks County Industrial Development Authority Series 2017 Health System Revenue Bonds (Tower Health Project) (the "*Series 2017 Bonds*")	08451PAD3 08451PAE1 08451PAF8 08451PAG6 08451PAH4 08451PAJ0 08451PAK7 08451PAL5 08451PAM3 08451PAN1 08451PAP6 08451PAQ4 08451PAR2 08451PAS0 08451PAT8 08451PAU5 08451PAV3 08451PAW1 08451PAX9 08451PAZ4 08451PAY7	$579,745,000	$527,555,000	0.7000	$369,451,000	0.349816	$184,420,000

Berks County Municipal Authority Series 2020A Revenue Bonds (Tower Health Project) (the "Series 2020A Bonds")	084538HS9 084538HT7 084538HU4 084538HV2 084538HW0 084538HX8 084538HY6 084538HZ3	$27,410,000	$27,085,000	0.7000	$18,968,000	0.349816	$9,468,000

Berks County Municipal Authority Series 2020B-1 Revenue Bonds (Tower Health Project) (the "Series 2020B-1 Bonds")	084538JA6	$64,565,000	$58,540,000	0.7500	$43,918,000	0.291513	$17,066,000

Berks County Municipal Authority Series 2020B-2 Revenue Bonds (Tower Health Project) (the "Series 2020B-2 Bonds")	084538JB4	$82,450,000	$81,860,000	0.7000	$57,313,000	0.349816	$28,623,000

Berks County Municipal Authority Series 2020B-3 Revenue Bonds (Tower Health Project) (the "Series 2020B-3 Bonds")	084538JC2	$72,920,000	$72,750,000	0.7000	$50,942,000	0.349816	$25,438,000

TOTAL:		$987,155,000	$895,345,000		$630,003,000		$309,539,000

				The Berks County Municipal Authority Federally Taxable Revenue Bonds (Tower Health Project), Series 2024A-4 (the "Series 2024A-4 Bonds")		The Berks County Municipal Authority Federally Taxable Revenue Bonds (Tower Health Project), Series 2024B-2 (the "Series 2024B-2 Bonds")
Series of Outstanding Bonds	CUSIPS¹	Outstanding Principal Amount	Aggregate Principal Amount Accepted for Exchange	Exchange Factor²	Aggregate Exchange Initial Principal Amount to be Issued	Exchange Factor²	Aggregate Final Accreted Value to be Issued
Tower Health Taxable Bonds Series 2020 (the "Series 2020 Taxable Bonds")	891792AA1	$190,720,000	$187,517,000	0.7000	$131,277,000	0.368014	$69,011,000

TOTAL:		$190,720,000	$187,517,000		$131,277,000		$69,011,000

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CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, which is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. CUSIP numbers are provided for convenience of reference only. None of Tower Health, the Authority, BofA Securities, Inc. (the "Dealer Manager"), Globic Advisors (the "Information and Exchange Agent") or their respective agents or counsel assume responsibility for the accuracy of such numbers.
The "Exchange Factor" is the factor by which the principal amount of such Outstanding Bonds tendered will be multiplied in order to determine the principal amount of Series 2024A-3 Bonds and Series 2024A-4 Bonds and Final Accreted Value (as defined in the Limited Offering Memorandum) after the accretion period of Series 2024B-1 Bonds and Series 2024B-2 Bonds that will be issued in exchange for such Outstanding Bonds tendered pursuant to the Exchange Offer.

If the principal amount of the applicable series of Series 2024A-3 Bonds or Series 2024A-4 Bonds or Final Accreted Value after the accretion period of Series 2024B-1 Bonds or Series 2024B-2 Bonds that a bondholder would be entitled to receive would not be an integral multiple of $1,000, such principal amount or Final Accreted Value of the applicable series of Exchange Bonds to be delivered to the bondholder will be as follows:

(i) the principal amount of the Series 2024A-3 Bonds or Series 2024A-4 Bonds, as applicable, will be rounded to the nearest $1,000 denomination as follows: (a) amounts equal to or greater than $500 will be rounded to the next higher $1,000 increment and (b) amounts less than $500 will be rounded to the next lower $1,000 increment; and

(ii) the Final Accreted Value of the Series 2024B-1 Bonds or Series 2024B-2 Bonds, as applicable, will be rounded to the nearest $1,000 denomination as follows: (a) amounts equal to or less than $500 will be rounded to the next lower $1,000 increment and (b) amounts greater than $500 will be rounded to the next higher $1,000 increment.

The Settlement Date is the day on which Outstanding Bonds tendered to Tower Health for exchange will be exchanged for Exchange Bonds. The Settlement Date is expected to be September 19, 2024, unless extended, and is subject to the conditions set forth in the Exchange Documents. Tower Health may change the Settlement Date by giving notice as described in the Offer to Exchange and Consent Solicitation Statement.

Concurrently with the settlement of the Exchange Offer, the Authority will issue and sell $157.5 million aggregate principal amount of its (i) 8.0% Federally Taxable Revenue Bonds (Tower Health Project), Series 2024A-1 (the "Series 2024A-1 Bonds") and (ii) tax-exempt 6.0% Revenue Bonds (Tower Health Project), Series 2024A-2 (the "Series 2024A-2 Bonds" and, together with the Series 2024A-1 Bonds, the "Series 2024A-1/A-2 Bonds" and the Series 2024A-1/A-2 Bonds, collectively with the Exchange Bonds, the "Series 2024A/B Bonds") to holders of Outstanding Bonds as of August 29, 2024. The Series 2024A/B Bonds will be issued in the manner, on the terms and with the security therefor described in the Limited Offering Memorandum. The exchange of any Outstanding Bonds tendered pursuant to the Exchange Offer is contingent on the issuance and sale of the Series 2024A-1/A-2 Bonds and Exchange Bonds by the Authority. The Exchange Offer and the issuance and sale of the Series 2024A-1/A-2 Bonds by the Authority is collectively referred to herein as the "Refinancing Transaction."

The Outstanding Bonds exchanged in the Exchange Offer will be retired or cancelled and will not be reissued. Holders of Outstanding Bonds who did not participate in the Exchange Offer will continue to hold such Outstanding Bonds in their account unchanged by virtue of the Exchange Offer.

The Outstanding Bonds were issued, and the Series 2024A/B Bonds will be issued, for the benefit of Tower Health and certain of its affiliates that constitute the "Obligated Group." The Obligated Group includes Tower Health, Reading Hospital, Brandywine Hospital, LLC, Chestnut Hill Hospital, LLC, Jennersville Hospital, LLC, Phoenixville Hospital, LLC and Pottstown Hospital, LLC. Tower Health serves as the parent organization of the other Obligated Group members. For certain information concerning the Obligated Group, see the Limited Offering Memorandum.

The Offer to Exchange and Consent Solicitation Statement and Limited Offering Memorandum are available electronically on the website of the Information and Exchange Agent at www.globic.com/towerhealth, as well as the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access ("EMMA") website, located at http://emma.msrb.org, using the CUSIP numbers for the Outstanding Bonds.

BofA Securities, Inc. is acting as Dealer Manager for the Exchange Offer. Investors with questions about the Exchange Offer and Consent Solicitation should contact the Dealer Manager at (646) 743-1362 or by email: [email protected]. Investors and their brokers, account executives, financial advisors and/or other appropriate professionals with questions about the Exchange Offer may also contact the Information and Exchange Agent, Robert Stevens of Globic Advisors, at: (212) 227-9699 or by email: [email protected].

This announcement is for informational purposes only. This announcement is not an offer to sell or purchase or a solicitation of an offer to sell or purchase any Outstanding Bonds or Series 2024A/B Bonds. The Exchange Offer is not being made to, and Outstanding Bonds tendered in response to the Exchange Offer will not be accepted from or on behalf of, bondholders in any jurisdiction in which such offer or such acceptance thereof would not be in compliance with the laws of such jurisdiction. In any jurisdictions where the securities, "blue sky" or other laws require the Exchange Offer to be made through a licensed or registered broker or dealer, the Exchange Offer shall be deemed to be made on behalf of Tower Health through the Dealer Manager or one or more registered brokers or dealers licensed under the laws of that jurisdiction.

About Tower Health

Tower Health is a regional integrated healthcare system that offers compassionate, high-quality, leading-edge healthcare and wellness services to communities in Berks, Chester, Montgomery, and Philadelphia Counties. With over 10,000 team members and a combined 1,200 beds, Tower Health consists of Reading Hospital in West Reading; Phoenixville Hospital in Phoenixville; Pottstown Hospital in Pottstown; and St. Christopher's Hospital for Children in Philadelphia, in partnership with Drexel University. Tower Health is strongly committed to academic medicine and training, including multiple residency and fellowship programs, the Drexel University College of Medicine at Tower Health, and the Reading Hospital School of Health Sciences in West Reading. The system also includes Reading Hospital Rehabilitation at Wyomissing; home healthcare provided by Tower Health at Home; TowerDIRECT ambulance and emergency response; Tower Health Medical Group; Tower Health Providers, our clinically integrated network; and Tower Health Urgent Care facilities across our service area.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains certain "forward-looking statements" within the meaning of the U.S. federal securities laws. These statements can be identified by the use of words or phrases such as "expects," "estimates," "projects," "budgets," forecasts," "anticipates," "intends," "plans," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions. These statements are subject to significant known and unknown risks and uncertainties that could cause actual results to differ materially from those stated in, and implied by, this notice. These factors are outside of Tower Health's control and difficult to predict and manage. Factors that could cause actual results to vary materially from Tower Health's expectations include: (i) Tower Health's ability to succeed in the Refinancing Transaction; (ii) the failure of any conditions specified in the agreements among Tower Health and the ad hoc group of bondholders party to the transaction support agreement, dated May 31, 2024, to be satisfied or waived; (iii) Tower Health's ability to effectively manage its operations during the significant cash flow and liquidity difficulties it is currently experiencing until such time as the Refinancing Transaction can be consummated; (iv) negative events or publicity associated with Tower Health's refinancing efforts; and (v) the negative consequences if Tower Health is unsuccessful in achieving the benefits of the Refinancing Transaction. All forward-looking statements speak only as of the date they are made and reflect Tower Health's good faith beliefs, assumptions and expectations, but they are not guarantees of future performance or events. Furthermore, Tower Health disclaims any obligation to publicly update or revise any forward-looking statement, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Tower Health files annual and quarterly reports and other financial information with EMMA. You may access Tower Health's public filings on EMMA at emma.msrb.org. Tower Health's website address is towerhealth.org.

SOURCE Tower Health