Merge Healthcare Incorporated (NASDAQ: MRGE), a leading provider of clinical systems and innovations that seek to transform healthcare, today announced completion of its debt refinancing, including new senior secured credit facilities of a six-year term loan of $255 million (the "Term Loan") and a five-year revolving credit facility of $20 million (the "Revolving Credit Facility").
The senior secured credit facilities have been established pursuant to a Credit Agreement (the "Credit Agreement") by and among Merge, the Lenders and Jefferies Finance LLC, as Sole Lead Arranger and Administrative Agent. The Credit Agreement contains limited operating covenants other than certain debt-to-adjusted-EBITDA ratios. Borrowings under the Credit Agreement will initially bear interest at 6% per annum, and future interest rates will be based, at Merge’s election, on either LIBOR (subject to a floor of 1.25%) plus a spread of 4.75% or a base rate specified in the Credit Agreement (subject to a floor of 2.25%) plus a spread of 3.75%.
Merge also announced today the early settlement of its cash tender offer (the “Tender Offer”) and consent solicitation (the “Consent Solicitation”) for its 11.75% Senior Secured Notes due 2015 (CUSIP Nos. 589499AB8 and 589499AA0) (the “Notes”). The Tender Offer and Consent Solicitation were made pursuant to an Offer to Purchase and Consent Solicitation Statement dated April 2, 2013 (the “Offer to Purchase”). The consent expiration time for the Offer occurred at 5:00 p.m., New York City time, on April 15, 2013, at which time, holders of approximately 99.36% of the $252,000,000 aggregate principal amount of the Notes had validly tendered and consented to the proposed amendments to the Note indenture (the “Proposed Amendments”). Today, Merge accepted all such Notes for payment, and the tendering Noteholders received $1,066.96 per $1,000 in principal amount of Notes, including a consent payment of $30.00 per $1,000 principal amount, plus accrued and unpaid interest. A supplemental indenture reflecting the Proposed Amendments also became operative today.
Merge also issued today a redemption notice to redeem, on May 1, 2013, all of the $1,614,000 aggregate principal amount of Notes that remain outstanding after the Tender Offer, at a redemption price of $1,058.75 per $1,000 principal amount, plus accrued and unpaid interest. Merge has deposited funds with The Bank of New York Mellon Trust Company, N.A., the Note indenture trustee, sufficient to satisfy and discharge its obligations under the Note indenture.
Merge used its available cash and the Term Loan proceeds to fund the Tender Offer, the Consent Solicitation and the Note redemption and to pay related fees and expenses. Going forward, Merge will use the Revolving Credit Facility for working capital and other general corporate purposes.
Jefferies LLC (“Jefferies”) has acted as the dealer manager for the Tender Offer and solicitation agent for the Consent Solicitation, and i-Deal LLC (“i-Deal”) has acted as the information agent and tender agent for the Tender Offer and Consent Solicitation.
This press release is not a notice of redemption, an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to the Notes or any new securities. The Tender Offer and Consent Solicitation have been made solely by means of the Offer to Purchase. The Tender Offer and Consent Solicitation have not been made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Merge, the dealer manager and solicitation agent, the information agent, the tender agent, the trustee and collateral agent under the Indenture or any of their respective affiliates have made any recommendation as to whether or not holders should tender all or any portion of their Notes in the Tender Offer or deliver their consent to the proposed amendments.
Merge is a leading provider of clinical systems and innovations that seek to transform healthcare. Merge’s enterprise and cloud-based solutions for image intensive specialties provide access to any image, anywhere, any time. Merge also provides health stations, clinical trials software and other health data and analytics solutions that engage consumers in their personal health. With solutions that are used by providers and consumers and include more than 25 years of innovation, Merge is helping to reduce costs and improve the quality of healthcare worldwide. For more information, visit merge.com.
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The matters discussed in this press release may include forward-looking statements, which could involve a number of risks and uncertainties. When used in this press release, the words “will,” “believes,” “intends,” “anticipates,” “expects” and similar expressions are intended to identify forward-looking statements. Actual results could differ materially from those expressed in, or implied by, such forward-looking statements. Except as expressly required by the federal securities laws, the Company undertakes no obligation to update such factors or to publicly announce the results of any of the forward-looking statements.