ModivCare Announces $400 Million Private Offering of Senior Notes
09 8월 2021 - 10:20PM
Business Wire
ModivCare Inc. (“ModivCare”) (Nasdaq: MODV), today announced a
private placement offering of $400 million in aggregate principal
amount of newly issued senior notes maturing in 2029 (the “notes”),
issued by ModivCare Escrow Issuer, Inc. (the “Escrow Issuer”), a
Delaware corporation established to issue the notes. Completion of
the offering is subject to, among other things, pricing and
standard closing and market conditions.
ModivCare intends to use the proceeds from the notes to (i) pay
the consideration in connection with the acquisition of VRI
Intermediate Holdings, LLC (the “VRI Acquisition”), and (ii) pay
fees and expenses incurred in connection with the VRI
Acquisition.
The gross proceeds of the offering will be deposited into a
segregated escrow account until the date that certain escrow
release conditions are satisfied. The escrow conditions include the
consummation of the VRI Acquisition and the merger of the Escrow
Issuer into ModivCare, among other conditions precedent. Prior to
the consummation of the VRI Acquisition and satisfaction of the
escrow release conditions and pending the release of the escrowed
property (if applicable), the notes will be secured by a first
priority security interest in the escrow account and escrowed
property. From and after the consummation of the VRI Acquisition
and satisfaction of the escrow release conditions and following the
release of the escrowed property (if applicable), the notes and the
note guarantees will not be secured, and will be ModivCare’s and
each of its then current and future wholly owned domestic
subsidiaries’ (the “Guarantors”) senior obligations and will rank
equal in right of payment with any of ModivCare’s and the
Guarantors’ existing and future senior indebtedness, including
indebtedness under ModivCare’s credit facility.
The notes and the note guarantees will rank senior in right of
payment to any of ModivCare’s and the Guarantors’ existing and
future indebtedness and obligations that are, by their terms,
expressly subordinated to the notes and the note guarantees. The
notes and related note guarantees will be effectively junior to all
of ModivCare’s and the Guarantors’ existing and future secured
indebtedness, including indebtedness under the credit facility, to
the extent of the value of the collateral securing such
indebtedness. The notes will also be structurally junior to all
indebtedness of ModivCare’s subsidiaries that do not guarantee the
notes.
The notes to be offered will not be registered under the
Securities Act of 1933, as amended (the “Securities Act”), or any
other state securities laws. As a result, they may not be offered
or sold in the United States or to any U.S. persons, except
pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
Accordingly, the notes will be offered only to persons reasonably
believed to be “qualified institutional buyers” under Rule 144A of
the Securities Act or, outside the United States, to persons other
than “U.S. persons” in compliance with Regulation S under the
Securities Act. A confidential offering memorandum for the notes
will be made available to such eligible persons. The offering will
be conducted in accordance with the terms and subject to the
conditions set forth in such offering memorandum.
This news release is neither an offer to sell nor a solicitation
of an offer to buy, nor shall there be any sale of, these
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
About ModivCare
ModivCare Inc. ("ModivCare") (Nasdaq: MODV) is a
technology-enabled healthcare services company that provides a
suite of integrated supportive care solutions for public and
private payors and their patients. Our value-based solutions
address the social determinants of health, enable greater access to
care, reduce costs, and improve outcomes. We are a leading provider
of non-emergency medical transportation, personal and home care,
and nutritional meal delivery. ModivCare also holds a minority
equity interest in CCHN Group Holdings, Inc. and its subsidiaries
("Matrix Medical Network"), which partners with leading health
plans and providers nationally, delivering a broad array of
assessment and care management services to individuals that improve
health outcomes and health plan financial performance. For more
information, please visit us at www.modivcare.com.
Forward-Looking Statements
Certain statements contained in this press release constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are
predictive in nature and are frequently identified by the use of
terms such as “may,” “will,” “should,” “expect,” “anticipate,”
“believe,” “estimate,” “intend,” and similar words indicating
possible future expectations, events or actions. Such
forward-looking statements are based on current expectations,
assumptions, estimates and projections about our business and our
industry, and are not guarantees of our future performance. These
statements are subject to a number of known and unknown risks,
uncertainties and other factors, many of which are beyond our
ability to control or predict, which may cause actual events to be
materially different from those expressed or implied herein,
including but not limited to: government or private insurance
program funding reductions or limitations; alternative payment
models or the transition of Medicaid and Medicare beneficiaries to
Managed Care Organizations; our inability to control reimbursement
rates received for our services; cost containment initiatives
undertaken by private third-party payors; the effects of a public
health emergency; inadequacies in, or security breaches of, our
information technology systems, including the systems intended to
protect our clients’ privacy and confidential information; any
changes in the funding, financial viability or our relationships
with our payors; pandemic infectious diseases, including the
COVID-19 pandemic; disruptions to our contact center operations
caused by health epidemics or pandemics like COVID-19; delays in
collection, or non-collection, of our accounts receivable,
particularly during any business integration; an impairment of our
long-lived assets; any failure to maintain or to develop further
reliable, efficient and secure information technology systems; an
inability to attract and retain qualified employees; any
acquisition or acquisition integration efforts; estimated income
taxes being different from income taxes that we ultimately pay; our
contracts not surviving until the end of their stated terms, or not
being renewed or extended; our failure to compete effectively in
the marketplace; our not being awarded contracts through the
government’s requests for proposals process, or our awarded
contracts not being profitable; any failure to satisfy our
contractual obligations or to maintain existing pledged performance
and payment bonds; a failure to estimate accurately the cost of
performing our contracts; any misclassification of the drivers we
engage as independent contractors rather than as employees;
significant interruptions in our communication and data services;
not successfully executing on our strategies in the face of our
competition; any inability to maintain relationships with existing
patient referral sources; certificates of need laws or other
regulatory and licensure obligations that may adversely affect our
personal care integration efforts and expansion into new markets;
any failure to obtain the consent of the New York Department of
Health to manage the day to day operations of our licensed in-home
personal care services agency business that we acquired with our
Personal Care Segment; acquired unknown liabilities in connection
with the acquisition of our Personal Care Segment; changes in the
case-mix of our personal care patients, or changes in payor mix or
payment methodologies; our loss of existing favorable managed care
contracts; our experiencing shortages in qualified employees and
management; labor disputes or disruptions, in particular in New
York; becoming subject to malpractice or other similar claims; our
lack of sole decision-making authority with respect to our minority
investment in Matrix; the cost of our compliance or non-compliance
with existing laws; changes to the regulatory landscape applicable
to our businesses; changes in budgetary priorities of the
government entities or private insurance programs that fund our
services; regulations relating to privacy and security of patient
and service user information; actions for false claims or
recoupment of funds; civil penalties or loss of business for
failing to comply with bribery, corruption and other regulations
governing business with public organizations; changes to, or
violations of, licensing regulations, including regulations
governing surveys and audits; our contracts being subject to audit
and modification by the payors with whom we contract, at their sole
discretion; our existing debt agreements containing restrictions
that limit our flexibility in operating our business; our
substantial indebtedness and lease obligations; any expiration of
the credit agreement that governs our credit facility or loss of
available financing alternatives; our ability to incur substantial
additional indebtedness; future sales of shares of our common stock
by existing stockholders; our stock price volatility; our
dependence on our subsidiaries to fund our operations and expenses;
securities analysts failing to publish research or publishing
misleading or unfavorable research about us; anti-takeover
provisions could discourage a change of control of our company and
affect the trading price of our stock; and our reliance on our
Matrix Investment segment’s financial condition.
ModivCare has provided additional information in our annual
report on Form 10-K and subsequent filings with the Securities and
Exchange Commission. You are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the
date the statement was made. ModivCare undertakes no obligation to
update or revise any forward-looking statements contained in this
release, whether as a result of new information, future events or
otherwise, except as required by applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210809005428/en/
Investor Contact: The Equity Group Kalle Ahl, CFA T:
(212) 836-9614 kahl@equityny.com
ModivCare (NASDAQ:MODV)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
ModivCare (NASDAQ:MODV)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024