Apria Healthcare 3.375% notes convertible with closing of merger

By Jennifer Chiou

New York, Oct. 28 - Apria Healthcare Group Inc. announced that it entered into a second supplemental indenture for its 3.375% convertible senior notes due 2033, providing that the notes will be convertible into $21.00 multiplied by the number of shares, which the holder would have been entitled to receive upon the merger closing had the notes been converted into common stock immediately prior to the merger.

Following a put in September, $228,000 of the notes remained outstanding.

On Oct. 10, Apria announced that its stockholders have voted to approve and adopt the proposed merger of Sky Acquisition LLC, a wholly owned subsidiary of an affiliate of Blackstone Group, with and into Apria.

The company previously said that 38,430,579 shares were voted, representing 85.5% of Apria's total outstanding shares as of the Aug. 18 record date. Of the shares voted, 38,294,129, or 99.6%, voted to approve the merger agreement.

Under the merger agreement, each Apria common share will be converted into the right to receive $21.00 in cash, without interest.

As previously reported, the transaction is valued at about $1.6 billion.

The company also filed a Form 15 to delist its stock.

The company also said that David L. Goldsmith, Vicente Anido Jr., Terry P. Bayer, I.T. Corley, Lawrence M. Higby, Richard H. Koppes, Philip R. Lochner Jr. and Mahvash Yazdi resigned from its board effective immediately.

Apria is a Lake Forest, Calif.-based provider of home respiratory therapy, home infusion therapy and home medical equipment.

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