Kinetic Concepts, Inc. to Offer Convertible Notes
Kinetic Concepts, Inc. (NYSE: KCI) today announced that it is
planning to offer $600 million aggregate principal amount of
convertible senior notes due 2015, subject to market and other
customary conditions. KCI may sell up to an additional $90 million
aggregate principal amount of notes upon exercise of an over-allotment
option that KCI expects to grant to the initial purchasers in
connection with the offering.
Upon conversion, holders will receive cash up to the aggregate
principal amount of the notes being converted and shares of KCI common
stock in respect of the remainder, if any, of KCI´s conversion
obligation in excess of the aggregate principal amount of the notes
being converted.
In connection with the offering, KCI intends to enter into
convertible note hedge transactions with one or more of the offering´s
initial purchasers and/or their affiliates for the purpose of reducing
the potential dilution upon future conversion of the notes. KCI also
intends to enter into warrant transactions with the same
counterparties. The warrant transactions could have a dilutive effect
on KCI´s earnings per share to the extent that the price of KCI´s
common stock exceeds the strike price of the warrants at exercise.
KCI intends to use a portion of the net proceeds from the offering
to pay the cost of the convertible note hedge transactions, taking
into account the proceeds to KCI from the warrant transactions, and to
use the balance of the net proceeds to fund a portion of the purchase
price of the proposed acquisition of LifeCell Corporation, repay
certain indebtedness of KCI, provide ongoing working capital and
provide for other general corporate purposes of the combined company.
KCI has been advised that, in connection with establishing their
initial hedge of the convertible note hedge and warrant transactions
described above, KCI´s counterparties or their affiliates expect to
enter into various derivative transactions with respect to KCI common
stock concurrently with or shortly after the pricing of the notes.
These activities could have the effect of increasing, or preventing a
decline in, the price of KCI common stock concurrently with or shortly
after the pricing of the notes. KCI has been further advised that its
counterparties or their affiliates may modify their respective hedge
positions by entering into or unwinding various derivative
transactions with respect to KCI common stock and/or by purchasing or
selling KCI common stock in secondary market transactions during the
term of the notes. In particular, such hedge modification transactions
are likely to occur during an observation period related to any
conversions of the notes, which may have a negative effect on the
amount or value of the consideration received in relation to the
conversion of those notes. Any of these activities could adversely
affect the value of KCI common stock and the value of consideration
that holders may receive upon conversion of the notes.
The notes and the shares of common stock underlying the notes have
not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any applicable state securities laws, and will
be offered only to qualified institutional buyers pursuant to Rule
144A promulgated under the Securities Act. Unless so registered, the
notes may not be offered or sold in the United States except pursuant
to an exemption from the registration requirements of the Securities
Act and applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there be
any sale of these securities in any state in which such offer
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any state.
Forward Looking Statements
This communication contains forward-looking statements, which may
be identified by words such as "believes", "expects", "anticipates"
"estimates", "projects", "intends", "should", "seeks", "future"
"continue", or the negative of such terms, or other comparable
terminology. Forward-looking statements are subject to risks
uncertainties, assumptions and other factors that are difficult to
predict and that could cause actual results to vary materially from
those expressed in or indicated by them. Such forward-looking
statements include, but are not limited to, statements about the
proposed transaction, KCI´s ability to implement its strategic and
business initiatives, including its proposed acquisition of LifeCell
financial expectations and intentions and other statements that are
not historical facts. Additional risks and factors are identified in
KCI´s filings with the U.S. Securities Exchange Commission (the
"SEC"), including its Report on Form 10-K for the fiscal year ending
December 31, 2007, which is available on the SEC´s website at
http://www.sec.gov. KCI undertakes no obligation to revise or update
any forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events or
otherwise.