ELMSFORD, N.Y., March 9, 2015 /PRNewswire/ -- BioScrip, Inc.
(NASDAQ: BIOS) ("BioScrip") today announced the sale of
$62.5 million in Series A Convertible
Preferred Stock ("Preferred Stock") to Coliseum Capital Management,
LLC ("Coliseum Capital") and affiliated funds. The Preferred
Stock is convertible into 12,088,975 shares of BioScrip's common
stock at a conversion price of $5.17
per share, which was the closing price of BioScrip's common stock
on the NASDAQ Global Market on March 6,
2015. Dividends on the Preferred Stock will be payable
quarterly at an annual rate of 8.5% if paid in cash or 11.5% if
accrued. As part of the transaction, BioScrip issued to
Coliseum Capital warrants for an aggregate of 3.6 million shares of
BioScrip stock. Warrants for 1.8 million shares are exercisable at
$5.295 per share and warrants for 1.8
million shares are exercisable at $6.596 per share.
In addition, BioScrip intends to conduct a registered rights
offering to allow all of BioScrip's existing stockholders of
record, on a date to be determined by the Board, the
non-transferable right to purchase their pro rata share of
$20.0 million of Preferred Stock and
warrants on the same terms as the completed private placement to
Coliseum Capital. Coliseum Capital and its affiliates will
not participate in the rights offering. Additional details
regarding the anticipated rights offering will be included in the
Company's Form S-3, which it intends to file with the Securities
and Exchange Commission.
The proceeds from the private placement will be used primarily
to reduce BioScrip's outstanding indebtedness.
Christopher Shackelton, a
Co-Founder and Managing Partner of Coliseum Capital, will join the
BioScrip Board of Directors effective immediately.
Richard M. Smith, President and
Chief Executive Officer of BioScrip, said, "We are pleased to
announce this strategic investment by Coliseum Capital which we
expect will enhance BioScrip's financial flexibility. We are
excited to welcome Chris to our Board and believe his extensive
experience in the healthcare services industry will bring added
value to our Company."
Mr. Shackelton, said, "Coliseum is excited to be partnering with
BioScrip. We believe strongly in the benefits of expanding
the delivery of home-based healthcare, which start with improved
patient care and outcomes, and extend to lower costs for
payers. Specifically, we see significant value to the
healthcare system from home-based infusion therapy. I am
pleased to be joining BioScrip's Board and I look forward to
working with the Company."
The closing of the private placement occurred today pursuant to
a securities purchase agreement in connection with a financing
transaction pursuant to Section 4(a)(2) of the Securities Act of
1933, as amended (the "Securities Act"), and Regulation D
promulgated thereunder. The securities that were sold in the
completed private placement have not been registered under the
Securities Act, or state securities laws and may not be offered or
sold in the United States absent
registration with the Securities and Exchange Commission or an
applicable exemption from such registration requirements.
The Company intends to file a registration statement with the
Securities and Exchange Commission relating to the rights offering.
The rights and securities offered for subscription thereunder may
not be sold, nor may offers to buy be accepted, prior to the time
such registration statement becomes effective. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these rights offering
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Cain Brothers & Company LLC
served as BioScrip's financial advisor. Polsinelli PC is serving as
legal advisor to BioScrip, and Paul Hastings LLP is serving as
legal advisor to Coliseum Capital. Goodwin
Procter LLP is serving as legal advisor to Cain Brothers.
About Mr. Shackelton
Christopher Shackelton has significant public
company board experience, specifically within the healthcare
services industry. He is currently Chairman of Providence
Service Corp, a diversified healthcare holding company. He
also serves on the board of LHC Group, a post-acute home nursing
and hospice company. He was previously Chairman of
Rural/Metro Corp, an emergency ambulance company. He is a
Co-Founder and Managing Partner at Coliseum Capital Management,
LLC. He received a bachelor's degree in Economics from Yale
College.
About Coliseum Capital Management, LLC
Coliseum
Capital is an investment firm founded in 2005 by Managing Partners
Christopher Shackelton and Adam
Gray, which focuses on long-term investments in both public
and private companies. Coliseum directs capital behind strong
management teams, with a willingness to work alongside companies to
facilitate further value creation.
About BioScrip, Inc.
BioScrip, Inc. is a leading
national provider of infusion and home care management solutions.
BioScrip partners with physicians, hospital systems, skilled
nursing facilities, healthcare payors, and pharmaceutical
manufacturers to provide patients access to post-acute care
services. BioScrip operates with a commitment to bring
customer-focused pharmacy and related healthcare infusion therapy
services into the home or alternate-site setting. By collaborating
with the full spectrum of healthcare professionals and the patient,
BioScrip provides cost-effective care that is driven by clinical
excellence, customer service, and values that promote positive
outcomes and an enhanced quality of life for those it serves.
BioScrip provides its infusion and home care services from over 70
locations across 29 states.
Forward-Looking Statements – Safe Harbor
This press release includes statements that may constitute
"forward-looking statements," including projections of certain
measures of the Company's results of operations, projections of
certain charges and expenses, and other statements regarding the
Company's goals, regulatory approvals and strategy. These
statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. You can identify
these statements by the fact that they do not relate strictly to
historical or current facts. In some cases, forward-looking
statements can be identified by words such as "may," "should,"
"could," "anticipate," "estimate," "expect," "project," "outlook,"
"aim," "intend," "plan," "believe," "predict," "potential,"
"continue" or comparable terms. Because such statements inherently
involve risks and uncertainties, actual future results may differ
materially from those expressed or implied by such forward-looking
statements. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ
materially from those in the forward-looking statements as a result
of various factors. Important factors that could cause or
contribute to such differences include but are not limited to risks
associated with: the Company's ability to integrate any
acquisitions; the Company's ability to grow its Infusion Services
segment organically or through acquisitions and obtain financing in
connection therewith; its ability to reduce operating costs while
sustaining growth; reductions in federal, state and commercial
reimbursement for the Company's products and services; increased
government regulation related to the health care and insurance
industries; as well as the risks described in the Company's
periodic filings with the Securities and Exchange Commission,
including the Company's annual report on Form 10-K for the year
ended December 31, 2014. The Company
does not undertake any duty to update these forward-looking
statements after the date hereof, even though the Company's
situation may change in the future. All of the forward-looking
statements herein are qualified by these cautionary statements.
Contact:
Lisa Wilson
In-Site Communications, Inc.
T: 212-452-2793
E: lwilson@insitecony.com
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/bioscrip-raises-625-million-in-private-placement-of-convertible-preferred-stock-and-announces-plan-for-20-million-rights-offering-300047294.html
SOURCE BioScrip, Inc.