Option Care Announces Pricing of Convertible Senior Notes
Offering
BUFFALO GROVE, Ill., Oct. 28 /PRNewswire-FirstCall/ -- Option Care, Inc. (NASDAQ:OPTN) today announced the pricing of its offering of $75,000,000
principal amount of 2.25% Convertible Senior Notes due 2024 in a private
placement to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended. The offering is expected to close on
November 2, 2004, subject to customary closing conditions. In addition, Option
Care has granted the initial purchasers an option to purchase up to an
additional $11,250,000 principal amount of the notes.
Option Care intends to use the proceeds of the offering for acquisitions, share
repurchases, working capital and other general corporate purposes. Option Care,
Inc. is not repurchasing any shares of its common stock from E.J. Financial/OCI
Management, L.P., which is its largest stockholder and is controlled by John N. Kapoor, Ph.D., chairman of its board of directors.
The notes will bear interest at a rate of 2.25% per annum. The convertible
notes will be senior unsecured obligations of Option Care and will be
convertible, under certain circumstances, into a combination of cash and common
stock of Option Care. The notes are convertible based on an initial conversion
rate of 55.5278 shares of Option Care common stock per $1,000 principal amount
of convertible notes, equal to an initial conversion price of approximately
$18.01 per share. In general, upon conversion, the holder of each note will
receive the conversion value of the note payable in cash up to the principal
amount of the note and common stock of Option Care for the note's conversion
value in excess of such principal amount.
The convertible notes will mature on November 1, 2024 and will not be
redeemable by the Company prior to November 1, 2009. Holders of the convertible
notes will be able to require the Company to repurchase all or a portion of the
convertible notes for cash on November 1, 2009, 2014 and 2019.
The notes being offered and the common stock issuable upon conversion of the
notes have not been registered under the Securities Act of 1933, as amended, or
any state securities laws, and may not be offered or sold in the United States
absent registration under, or an applicable exemption from, the registration
requirements of the Securities Act of 1933, as amended, and applicable state
securities laws.
This press release shall not constitute an offer to sell or a solicitation of
an offer to buy, nor shall it constitute an offer, solicitation or sale of
these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful. This press release is being issued
pursuant to and in accordance with Rule 135c under the Securities Act of 1933,
as amended.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Statements in this press release regarding Option Care, Inc.'s business
which are not historical facts are "forward-looking statements" that involve
risks and uncertainties. For a discussion of such risks and uncertainties,
which could cause actual results to differ from those contained in the
forward-looking statements, see "Risk Factors" in Option Care, Inc.'s Annual
Report or Form 10-K for the most recently ended fiscal year. DATASOURCE: Option Care, Inc.
CONTACT: Paul Mastrapa, Chief Financial Officer of Option Care, +1-847-229-7773 Web site: http://www.optioncare.com/
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