GEN Acquisition Corp. Announces Receipt of Required Consents in Connection With its Tender Offers and Consent Solicitations for
June 21 2007 - 11:54AM
PR Newswire (US)
NEW YORK, June 21 /PRNewswire/ -- GEN Acquisition Corp. ("GEN
Acquisition") announced today that in connection with its
previously announced cash tender offers and consent solicitations
it had received, as of midnight, New York City time, on June 20,
2007, tenders and consents from holders of over 99.5% of the
outstanding principal amount of the 8% Senior Subordinated Notes
due 2013 (CUSIP Nos. 37184DAC5 and 37184DAA9) (the "8% Notes") and
tenders and consents from holders of over 99.9% of the outstanding
principal amount of the 2.5% Convertible Senior Subordinated
Debentures due 2025 (CUSIP Nos. 37184DAE1 and 37184DAD3) (the "2.5%
Notes" and together with the 8% Notes, the "Notes"), issued by
Genesis HealthCare Corporation ("GHC") (NASDAQ:GHCI). Accordingly,
the required consents have been received with respect to each of
the 8% Notes and the 2.5% Notes to eliminate substantially all of
the restrictive covenants and certain events of default included in
the indentures under which the Notes were issued. The supplemental
indentures relating to the Notes containing the proposed amendments
have been executed by GHC and the trustee under the indentures.
These amendments will become effective only upon acceptance for
purchase of at least the required amount of each of the 8% Notes
and the 2.5% Notes with respect to which the required consents have
been received. In accordance with the terms of the Tender Offer
Documents, tendered Notes may no longer be withdrawn and delivered
consents may no longer be revoked, unless the tender offers are
terminated without any Notes being purchased or GEN Acquisition is
required by law to permit withdrawal or revocation. Holders who
have not yet tendered their Notes may tender them prior to
midnight, New York City time, on July 5, 2007, unless the tender
offers are extended or earlier terminated by GEN Acquisition. The
tender offers and consent solicitations are being made solely on
the terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated June 7, 2007, and
the accompanying Letter of Transmittal and Consent, as amended and
supplemented by GEN Acquisition's press release dated June 20, 2007
and this press release (the "Tender Offer Documents"). Capitalized
terms not otherwise defined in this press release have the meanings
given to them in the Tender Offer Documents. The tender offers are
being made in connection with the agreement and plan of merger
dated as of January 15, 2007, as amended, among GEN Acquisition,
GHC and GEN Acquisition's parent, FC-GEN Acquisition, Inc.
("Parent"), that provides for the merger of GEN Acquisition with
and into GHC, with GHC being the surviving corporation in the
merger (the "Acquisition"). GEN Acquisition and Parent are owned by
affiliates of Formation Capital, LLC and affiliates of JER
Partners, which is the private equity investment group affiliated
with J.E. Robert Company, Inc. GEN Acquisition reserves the right
to terminate, withdraw or amend the tender offers and consent
solicitations at any time, subject to applicable law. GEN
Acquisition's tender offers are subject to the conditions set forth
in the Tender Offer Documents, including, without limitation, the
consummation of the Acquisition, the receipt of the financing
necessary to pay for the Notes and the receipt of the requisite
consents in accordance with the terms of the tender offers and
consent solicitations. Although it is currently envisaged that the
tender offers will be run concurrently, each tender offer is a
separate and distinct offer. The timing and other terms and
conditions of each tender offer may be amended with or without
corresponding amendments to the other tender offer. GEN Acquisition
has retained UBS Investment Bank to act as Dealer Manager in
connection with the tender offers and consent solicitations.
Questions about the tender offers and consent solicitations may be
directed to the Liability Management Group of UBS Investment Bank
at (888) 722-9555 x4210 (toll free) or (203) 719-4210 (collect).
Copies of the Tender Offer Documents and other related documents
may be obtained from Innisfree M&A Incorporated, the
information agent for the tender offers and consent solicitations,
at (888) 750-5834 (noteholders call toll-free) or (212) 750-5833
(banks and brokers call collect). The tender offers and consent
solicitations are being made solely by means of the Tender Offer
Documents. Under no circumstances shall this press release
constitute an offer to purchase or the solicitation of an offer to
sell the Notes or any other securities of GHC. It also is not a
solicitation of consents to the proposed amendments to the
indentures. No recommendation is made as to whether holders of the
Notes should tender their Notes or give their consent. This press
release does not constitute an offer to sell or the solicitation of
an offer to buy any security and shall not constitute an offer,
solicitation or sale of any securities in any jurisdiction in which
such offering, solicitation or sale would be unlawful. Forward
Looking Statements Certain statements in this press release are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward looking
statements may be identified by the words "believe," "expect,"
"anticipate," "project," "plan," "estimate," "will" or "intend" and
similar expressions. The forward-looking statements contained
herein reflect our current views with respect to future events and
are based on our currently available financial, economic and
competitive data and on current business plans. Actual results
could vary materially depending on risks and uncertainties that may
affect GEN Acquisition's business and operations and other factors.
These forward-looking statements speak only as of the date on which
the statements were made and we undertake no obligation to publicly
update or review any forward-looking statement, whether as a result
of new information, future developments or otherwise, except as
otherwise required by law. About Formation and JER Formation
Capital is a private equity firm in the senior housing and long-
term care industry. Over the past five years Formation Capital has
completed over $1.5 billion of acquisitions in the sector and
provides asset management services to over 250 facilities
nationwide. For more information on Formation Capital, please visit
http://www.formationcapital.com/. JER Partners is the private
equity investment arm of J.E. Robert Companies, a real estate
investment management company with more than 25 years of experience
in sourcing, underwriting and managing a broad spectrum of real
estate equity investments and debt products in North America and
Europe. JER has completed over $1.1 billion of acquisitions in the
senior housing sector. JER's primary investments are in office,
hospitality, retail, multi-family, healthcare-related real estate
and industrial properties. Other areas of investment include
commercial mortgage-backed securities ("CMBS") and mezzanine
financing. For more information on JER, please visit
http://www.jer.com/. DATASOURCE: GEN Acquisition Corp. CONTACT:
Innisfree M&A Incorporated, Banks and Brokers, +1-212-750-5833,
or All Others Call Toll Free, +1-888-750-5834 Web site:
http://www.jer.com/ http://www.formationcapital.com/
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