Debt Refinancing
October 01 2010 - 8:58AM
UK Regulatory
TIDMCBAY
RNS Number : 7246T
CBaySystems Holdings Ltd.
01 October 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION.
+-----------------------------------+-----------------------------------+
| | |
| For immediate release | October 1, 2010 |
+-----------------------------------+-----------------------------------+
CBaySystems Holdings Limited
("CBay" or "the Company")
Debt Refinancing and Exchange Agreement
CBaySystems Holdings Limited (AIM: CBAY), a leading provider of integrated
clinical documentation solutions for the U.S. healthcare industry, announced
today that it has entered into definitive agreements relating to a $310 million
financing by its 69.5%-owned subsidiary, MedQuist Inc. ("MedQuist"), consisting
of a $225 million senior secured credit facility and the issuance of $85
million of senior subordinated notes.
The $225 million senior secured credit facility is led by General Electric
Capital Corporation, as administrative agent, and SunTrust Bank, as syndication
agent. The facility consists of a $200 million term loan and a $25 million
revolving credit facility bearing an interest rate of LIBOR + 550 basis points
and a LIBOR floor of 1.75%. In addition, the revolving credit facility bears a
fee of 50 basis points on undrawn amounts. The 13% senior subordinated notes
due 2016 are to be issued pursuant to a note purchase agreement with BlackRock
Kelso Capital Corporation, PennantPark Investment Corporation, Citibank, N.A.,
and THL Credit, Inc., in an aggregate principal amount of $85 million. Focus
Capital Group acted as arranger for the senior subordinated notes financing. At
MedQuist's option, a portion of the interest is payable in the form of
additional senior subordinated notes, in which event the interest rate would be
12% in cash and 2% in the form of additional notes. CBay has agreed to
guarantee MedQuist's obligations under the senior secured credit facility and
the senior subordinated notes. Lazard is acting as financial advisor to CBay
and MedQuist in connection with the financing and related strategic matters.
Proceeds from the financing will be used to refinance the debt incurred by
MedQuist in connection with its April 2010 acquisition of the assets of Spheris,
Inc. and to pay a one-time special cash dividend of $4.70 per share to all
MedQuist shareholders of record as of October 11, 2010. CBay intends to use its
share of the dividend proceeds to repay outstanding CBay indebtedness, including
the convertible senior PIK notes due 2015 held by Koninklijke Philips
Electronics. The closing of the financing and the payment by MedQuist of the
special dividend are conditioned upon the satisfaction of customary closing
conditions under the financing agreements, and are currently expected to occur
on or about October 15, 2010.
CBay also announced that it has entered into an Exchange Agreement with certain
MedQuist shareholders that currently hold in the aggregate approximately 13% of
MedQuist's outstanding shares. Pursuant to the Exchange Agreement, those
MedQuist shareholders will receive 4.2459 CBay shares for each MedQuist share,
subject to certain adjustments, and will enter into a stockholders agreement
that, among other things, provides them with registration rights and contains
provisions regarding their voting in the election of CBay's directors. The
closing under the Exchange Agreement is conditioned upon the listing of CBay's
shares on NASDAQ, the completion by CBay of an initial public offering of its
shares in the United States by January 31, 2011, the reincorporation of CBay as
a Delaware corporation and other conditions.
CBay intends to make an offer to all MedQuist shareholders that are not parties
to the Exchange Agreement to exchange their MedQuist shares for CBay shares.
The detailed terms of such exchange offer, if made, will be contained in filings
to be made by CBay with the U.S. Securities and Exchange Commission (the "SEC").
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities. The offer to exchange CBay shares, if made, for
MedQuist shares will only be made pursuant to a Registration Statement on Form
S-4, a letter of transmittal and related offer documents to be filed with the
SEC. INVESTORS AND SECURITY HOLDERS OF MEDQUIST ARE URGED TO READ SUCH
REGISTRATION STATEMENT ON FORM S-4 AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE CONTEMPLATED EXCHANGE OFFER. Holders of
MedQuist's shares will need to make their own decision whether to tender shares
in the contemplated exchange offer. Neither CBay nor any other person is making
any recommendation as to whether or not holders of MedQuist's shares should
tender their shares for exchange in the contemplated exchange offer.
For further information please visit www.cbaysystems.com or contact:
+--------------------------------------+---------------------------+
| CBaySystems Holdings Limited | |
+--------------------------------------+---------------------------+
| Clyde Swoger, Chief Financial | Tel: +1- 866-295-4600 |
| Officer | ext: 3355 |
| ir@cbaysystems.com | |
+--------------------------------------+---------------------------+
| | |
+--------------------------------------+---------------------------+
| Strand Hanson Limited - Nominated | Tel: +44 (0) 20 7409 3494 |
| Adviser | |
| Rory Murphy | |
| Liam Buswell | |
+--------------------------------------+---------------------------+
| | |
+--------------------------------------+---------------------------+
| Buchanan Communications | |
+--------------------------------------+---------------------------+
| Mark Court / Suzanne Brocks | Tel: +44 (0) 20 7466 |
| markc@buchanan.uk.com | 5000 |
| suzanneb@buchanan.uk.com | |
+--------------------------------------+---------------------------+
About CBay
CBay is a leading provider of integrated clinical documentation solutions for
the U.S. healthcare industry. CBay serves healthcare providers with a broad
range of solutions including voice capture and automated speech recognition
solutions, medical transcription, document management, billing, and coding
services. These services are provided to more than 2,400 health systems,
hospitals and physician practices throughout the United States. The Company's
services enable customers to improve the quality and timeliness of clinical data
and information, reduce operational costs, increase physician satisfaction,
enhance revenue cycle performance and facilitate the adoption and utilization of
Electronic Health Record (EHR) systems.
CBay is composed of a portfolio of businesses, including CBay Systems & Services
Inc., CBay Systems (India) Private Ltd, Spheris India Private Ltd., Mirrus
Systems Inc. and a majority shareholding of approximately 69.5% in MedQuist.
CBay trades under the CBAY symbol on the AIM of the London Stock Exchange, while
MedQuist trades under the MEDQ symbol on the NASDAQ.
The information contained herein is not for publication or distribution in the
United States of America. These materials do not contain or constitute an offer
to sell, or the solicitation of an offer to buy, securities in the United
States.
Statements made in this press release that are forward-looking in nature may
involve risk and uncertainties. These statements include, without limitation,
statements regarding the terms of the transactions described herein and any
other statements that are not historical facts. These risks and uncertainties
include the timing and satisfaction of conditions for the proposed transactions.
Other risks and uncertainties relating to our business and our financial
condition are more fully described in publicly-filed documents of CBay,
including CBay's Annual Reports.
# # #
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBDBDGLUGBGGB
Cbaysystems (LSE:CBAY)
Historical Stock Chart
From Apr 2024 to May 2024
Cbaysystems (LSE:CBAY)
Historical Stock Chart
From May 2023 to May 2024
