GHCI Genesis Healthcare Corp (MM)

NEW YORK, June 7 /PRNewswire/ -- GEN Acquisition Corp. ("GEN Acquisition") announced today that it is offering to purchase for cash any and all of the 8% Senior Subordinated Notes due 2013 (CUSIP Nos. 37184DAC5 and 37184DAA9) (the "8% Notes") and any and all of the 2.5% Convertible Senior Subordinated Debentures due 2025 (CUSIP Nos. 37184DAE1 and 37184DAD3) (the "2.5% Notes" and together with the 8% Notes, the "Notes"), issued by Genesis HealthCare Corporation ("GHC") (NASDAQ:GHCI), in each case, on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated June 7, 2007, and the accompanying Letter of Transmittal and Consent (the "Tender Offer Documents"). GEN Acquisition is also soliciting consents to eliminate most of the restrictive covenants in the indentures under which each series of the Notes was issued. The tender offers are being made in connection with the agreement and plan of merger dated as of January 15, 2007, among GEN Acquisition, GHC and GEN Acquisition's parent, FC-GEN Acquisition, Inc. ("Parent"), that provides for the merger of GEN Acquisition with and into GHC, with GHC being the surviving corporation in the merger (the "Acquisition"). GEN Acquisition and Parent are owned by affiliates of Formation Capital, LLC and affiliates of JER Partners, which is the private equity investment group affiliated with J.E. Robert Company, Inc. The total consideration for each $1,000 principal amount of the 2.5% Notes tendered and accepted for purchase pursuant to the tender offers will be $1,407.16. The total consideration for the 8% Notes tendered and accepted for purchase pursuant to the tender offers will be determined as specified in the Tender Offer Documents, on the basis of a yield to the first redemption date equal to the sum of (i) the yield (based on the bid side price) of the 3.125% U.S. Treasury Security due October 15, 2008, as calculated by the Dealer Manager in accordance with standard market practice on the Price Determination Date, as described in the Tender Offer Documents, plus (ii) a fixed spread of 50 basis points. GEN Acquisition will pay accrued and unpaid interest up to, but not including, the applicable payment date. Each holder who validly tenders its Notes and delivers consents on or prior to midnight, New York City time, on June 20, 2007 (the "Consent Date") shall be entitled to a consent payment, which is included in the total consideration above, of $2.50 with respect to the 2.5% Notes and $20.00 with respect to the 8% Notes, in each case, for each $1,000 principal amount of Notes tendered by such holder if such Notes are accepted for purchase pursuant to the tender offers. Holders who tender after the Consent Date, but prior to the Expiration Date (as defined herein), shall receive the total consideration minus the consent payment. Holders who tender Notes are required to consent to the proposed amendments to the indentures. The tender offers will expire at midnight, New York City time, on July 5, 2007, unless extended or earlier terminated by GEN Acquisition (the "Expiration Date"). The offers to pay the consent payment will expire at midnight, New York City time, on the Consent Date, unless extended or the tender offers are earlier terminated by GEN Acquisition. Tenders of Notes prior to the Consent Date may be validly withdrawn and consents may be validly revoked at any time prior to the Consent Date, but not thereafter unless the tender offers and the consent solicitations are terminated without any Notes being purchased. GEN Acquisition reserves the right to terminate, withdraw or amend the tender offers and consent solicitations at any time subject to applicable law. GEN Acquisition expects to pay for any Notes purchased pursuant to its tender offers and consent solicitations in same-day funds on a date promptly following the expiration of its tender offers. In addition, GEN Acquisition may accept and pay for any validly tendered Notes at any time after the Consent Date, in its sole discretion, if the conditions to the tender offers and consent solicitations have been met or waived by GEN Acquisition. GEN Acquisition's tender offers are subject to the conditions set forth in the Tender Offer Documents, including, without limitation, the consummation of the Acquisition, the receipt of the financing necessary to pay for the Notes and the receipt of the requisite consents in accordance with the terms of the tender offers and consent solicitations. Although it is currently envisaged that the tender offers will be run concurrently, each tender offer is a separate and distinct offer. The timing and other terms and conditions of each tender offer may be amended with or without corresponding amendments to the other tender offer. GEN Acquisition has retained UBS Investment Bank to act as Dealer Manager in connection with the tender offers and consent solicitations. Questions about the tender offers and consent solicitations may be directed to the Liability Management Group of UBS Investment Bank at (888) 722-9555 x4210 (toll free) or (203) 719-4210 (collect). Copies of the Tender Offer Documents and other related documents may be obtained from Innisfree M&A Incorporated, the information agent for the tender offers and consent solicitations, at (888) 750-5834 (noteholders call toll-free) or (212) 750-5833 (banks and brokers call collect). The tender offers and consent solicitations are being made solely by means of the Tender Offer Documents. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of GHC. It also is not a solicitation of consents to the proposed amendments to the indentures. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful. Forward Looking Statements Certain statements in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements may be identified by the words "believe," "expect," "anticipate," "project," "plan," "estimate," "will" or "intend" and similar expressions. The forward-looking statements contained herein reflect our current views with respect to future events and are based on our currently available financial, economic and competitive data and on current business plans. Actual results could vary materially depending on risks and uncertainties that may affect GEN Acquisition's business and operations and other factors. These forward-looking statements speak only as of the date on which the statements were made and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as otherwise required by law. About Formation and JER Formation Capital is a private equity firm in the senior housing and long- term care industry. Over the past five years Formation Capital has completed over $1.5 billion of acquisitions in the sector and provides asset management services to over 250 facilities nationwide. For more information on Formation Capital, please visit http://www.formationcapital.com/. JER Partners is the private equity investment arm of J.E. Robert Companies, a real estate investment management company with more than 25 years of experience in sourcing, underwriting and managing a broad spectrum of real estate equity investments and debt products in North America and Europe. JER has completed over $1.1 billion of acquisitions in the senior housing sector. JER's primary investments are in office, hospitality, retail, multi-family, healthcare-related real estate and industrial properties. Other areas of investment include commercial mortgage-backed securities ("CMBS") and mezzanine financing. For more information on JER, please visit http://www.jer.com/. DATASOURCE: GEN Acquisition Corp. CONTACT: Innisfree M&A Incorporated, Banks and Brokers Call Collect, +1-212-750-5833, All Others Call Toll Free, +1-888-750-5834 Web site: http://www.formationcapital.com/ http://www.jer.com/

Copyright