Owens & Minor announces final results of tenders for two series

By Wendy Van Sickle

Columbus, Ohio, July 7 – Owens & Minor, Inc. announced the final results of its offers to purchase for cash its outstanding senior notes from two series for a maximum aggregate purchase price, excluding accrued interest, of up to $240 million.

Following the early deadline, 5 p.m. ET on June 18, but before the expiration of the offers at 11:59 p.m. ET on July 2, the company took in tenders for an additional $113,000 of 3 7/8% senior notes due 2021 (Cusip: 690732AD4).

The company received no additional tenders of its 4 3/8% senior notes due 2024 (Cusip: 690732AE2), as that offer was oversubscribed at the early deadline, according to a news release.

By the early tender time, the company had received tenders of $54,146,000 of the $233,089,000 outstanding 3 7/8% notes due 2021 and $29.02 million of the $275 million outstanding 4 3/8% notes due 2024, as previously reported.

The total consideration per $1,000 principal amount was $1,000 for the 2021 notes and $900 for the 2024 notes.

The total consideration includes an early tender premium of $50 per $1,000 of notes tendered prior to the early tender time.

Owens & Minor accepted for purchase all of the early tendered 2021 and 2024 notes.

The company increased the tender sub-cap for the 2024 notes to $29.02 million from an original $15 million limit.

All holders of notes tendered and accepted for purchase will also receive accrued interest to but excluding the applicable settlement date.

Final settlement was expected to occur on July 7.

As part of the tender offer for the 2021 notes, the company was also soliciting consents to proposed amendments that would, among other things, remove some covenants and events of default contained in the indenture governing the 2021 notes.

Adoption of the proposed amendments required the consent of holders of a majority of the outstanding principal amount of the 2021 notes. Each holder tendering 2021 notes under the tender offer must also deliver a consent to the proposed amendments. Holders could not deliver consents without also tendering their notes.

As of the early tender time, only holders of about 23% of the outstanding 2021 notes had delivered their consents. As a result, the number of consents required to approve the proposed amendments to the 2021 notes were not received and the changes will not become effective, the company noted.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) is the dealer manager and solicitation agent. D.F. King & Co., Inc. (866 796-6898 or omi@dfking.com) is the tender and information agent.

Owens & Minor is a health care logistics company based in Richmond, Va.

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