ALPHARETTA, Ga., May 9, 2019 /PRNewswire/ -- Avanos Medical, Inc. (AVNS) ("Avanos") announced today that it commenced a cash tender offer (the "Tender Offer") to purchase up to $129,840,000 in aggregate purchase price (the "Tender Cap") of its outstanding 6.250 percent Senior Unsecured Notes due October 15, 2022 (the "Notes"). Avanos is commencing the Tender Offer in order to satisfy its obligations under the terms of the indenture pursuant to which the Notes were issued (the "Indenture"). Pursuant to the Indenture, Avanos is required to make an offer to the holders of the Notes to purchase a maximum aggregate principal amount of the Notes equal to the net proceeds Avanos received from the April 30, 2018 sale of its Surgical and Infection Prevention business that have not been invested or applied by Avanos. The terms and conditions of the Tender Offer are described in an Offer to Purchase, dated May 9, 2019 (the "Offer to Purchase").
The following table sets forth certain terms of the Tender Offer:
6.250% Senior Unsecured
Aggregate principal amount outstanding as of May 8, 2019.
Per $1,000 principal amount of Notes accepted for purchase. Excludes any Accrued Interest (as defined herein),
The Tender Offer will expire at 5:00 p.m., New York City time, on June 6, 2019 (the "Expiration Time"). No tenders submitted after the Expiration Time will be valid.
Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to the Expiration Time and accepted for purchase pursuant to the Tender Offer will receive the tender offer consideration set forth in the table above (the "Tender Offer Consideration"), plus accrued and unpaid interest on such Notes from the applicable last interest payment date with respect to those Notes to, but not including, the Settlement Date (as defined below) ("Accrued Interest").
Tendered Notes may be withdrawn at or prior to the Expiration Time, but not thereafter.
Assuming acceptance for purchase by Avanos of Notes validly tendered pursuant to the Tender Offer, payment for any Notes validly tendered at or prior to the Expiration Time and purchased in the Tender Offer shall be made on the settlement date that is expected to be the third business day following the Expiration Time (the "Settlement Date").
Acceptance for tenders of any Notes may be subject to oversubscription procedures if the aggregate principal amount for the Notes validly tendered and not validly withdrawn would cause the Tender Cap to be exceeded.
The consummation of the Tender Offer is not conditioned upon any minimum amount of Notes being tendered.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The offer is being made solely pursuant to terms and conditions set forth in the Offer to Purchase.
Any questions regarding procedures for tendering Notes should be directed to the Information Agent for the Tender Offer, Global Bondholder Services Corporation, toll-free at 866-794-2200 (banks and brokers call (212) 430-3774) or 65 Broadway, Suite 404, New York, NY 10006. Any questions or requests for assistance concerning the Tender Offer should be directed to Avanos, at 844-428-2667 or 5405 Windward Parkway, Suite 100 South, Alpharetta, GA 30004 Attn: Stockholder Services.
Copies of the Offer to Purchase are available from the Information Agent and Tender Agent and at the following web address: http://www.gbsc-usa.com/AVNS/.
Avanos Medical (AVNS) is a medical device company focused on delivering clinically superior breakthrough solutions that help patients get back to the things that matter. Headquartered in Alpharetta, Georgia, Avanos is committed to creating the next generation of innovative healthcare solutions which will address our most important healthcare needs, such as reducing the use of opioids while helping patients move from surgery to recovery. Avanos develops, manufactures and markets its recognized brands in more than 90 countries. For more information, visit www.avanos.com.
This press release contains information that includes or is based on "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on the current plans and expectations of management and are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in such statements. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as "may", "believe", "will", "expect", "project", "estimate", "anticipate", "plan", or "continue" and similar expressions, among others. Such factors include, but are not limited to: weakening of economic conditions that could adversely affect the level of demand for our products; pricing pressures generally, including cost-containment measures that could adversely affect the price of or demand for our products; shortage in drugs used in our Acute Pain products or other disruptions in our supply chain; S&IP separation execution; changes in foreign exchange markets; legislative and regulatory actions; unanticipated issues arising in connection with clinical studies and otherwise that affect U.S. Food and Drug Administration approval of new products; changes in reimbursement levels from third-party payors; a significant increase in product liability claims; the impact of investigative and legal proceedings and compliance risks; the impact of the federal legislation to reform the United States healthcare system; changes in financial markets; and changes in the competitive environment. Additional information concerning these and other factors that may impact future results is contained in our filings with the U.S. Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
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