Fresenius subsidiary tenders for Renal Care's 9% notes

By Jennifer Chiou

New York, Dec. 1 - Renal Care Group, Inc. said Fresenius Medical Care AG subsidiary Florence Acquisition, Inc. has launched a tender offer for any and all of Renal Care's $159.685 million of 9% senior subordinated notes due 2011.

The tender is for the pending acquisition of Renal Care and its subsidiaries by Fresenius Medical Care.

Florence Acquisition is also soliciting consents for proposed amendments to the notes' indenture that eliminate all restrictive covenants and other provisions.

The consent deadline is 5 p.m. ET on Dec. 13, unless extended. The tender ends at 5 p.m. ET on Dec. 29, unless extended.

Those who tender their holdings before the consent date will receive a $30.00 per $1,000 principal amount consent payment.

For each $1,000 principal amount of notes, the company will pay the present value of the notes, assuming they are redeemed at $1,045 on their first call date of Nov. 11, 2007, discounted using the 4¼% Treasury due Oct. 31, 2007 and 50 basis points. The payout includes the consent payment.

The offer is conditioned upon, among other things, the receipt of consents from a majority of noteholders and satisfaction of the merger conditions. However, the tender is not a condition of the merger.

Credit Suisse First Boston LLC is dealer manager and solicitation agent. The information agent is Morrow & Co., Inc.

Bad Homburg, Germany-based Fresenius provides dialysis products and services. Renal Care is a Nashville, Tenn.-based dialysis service provider.

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