21st Century Oncology starts tender, consent for OnCure’s 11¾% notes

New York, April 13 – 21st Century Oncology Holdings, Inc. said its subsidiary OnCure Holdings, Inc. has started a cash tender offer and consent solicitation for its $82.5 million of 11¾% senior secured notes due 2017.

Holders who tender their notes by the consent deadline of 5 p.m. ET on April 24 will receive $1,077.00 per $1,000 principal amount of notes.

The total includes a $30.00 per $1,000 principal payment that will only be paid to holders who deliver their notes by that cut-off time.

Subsequent tenders will receive $1,047.00 per $1,000 principal amount.

OnCure will also pay accrued interest up to but excluding the settlement date.

The tender ends at 11:59 p.m. ET on April 13.

Of the $82.5 million notes currently outstanding, $7.5 million are held in escrow under an Oct. 25, 2013 agreement. The remaining are owned by holders.

OnCure has entered into a tender and support agreement and a holder who owns more than a majority of the outstanding notes. Under the agreement, all these notes will be tendered and consents delivered.

In the consent solicitation, OnCure is seeking approval for amendments that would eliminate substantially all restrictive covenants, certain events of default and certain other provisions in the note indenture.

OnCure is also soliciting consents to amend escrow agreement covering the escrowed notes.

To make the changes, the issuer needs the consent of holders of at least a majority of the outstanding notes, excluding the escrowed notes and any notes held by the issuer or its affiliates.

Holders who tender will be deemed to have consented to the amendments. Consents may not be given without tendering.

If the escrow amendments are approved, holders who tender will also be entitled to receive the tender offer consideration with respect to the amount of escrowed notes that they would have been entitled to receive if the conditions to release in the escrow agreement were satisfied. They will also receive the corresponding consent payment if eligible.

The offer is subject to conditions including a financing condition.

Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) is dealer manager and solicitation agent. Global Bondholder Services Corp. (212 430-3774 or 866 470-4300) is information agent.

21st Century Oncology is a Fort Myers, Fla. Physician-led provider of integrated cancer care services.

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