21st Century Oncology gets consents to amend OnCure’s 11¾% notes

By Marisa Wong

Madison, Wis., April 28 – 21st Century Oncology Holdings, Inc. announced the early results of subsidiary OnCure Holdings, Inc.’s cash tender offer and consent solicitation for any and all of its $82.5 million of 11¾% senior secured notes due 2017.

The issuer said it received the necessary consents to amend the indenture governing the notes as of 5 p.m. ET on April 24, the consent deadline.

As of the consent deadline, the company received tenders for $74,552,845, or about 99.4%, of the $75 million of outstanding notes held by holders.

The other $7.5 million of 11¾% notes are held in escrow under an Oct. 25, 2013 agreement, as previously reported.

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

As previously announced, holders who tendered their notes by the consent deadline 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.

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 the escrow agreement covering the escrowed notes.

To make the changes, the issuer needs the consent of holders of 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, which is now expected to be satisfied on April 30.

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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