Exhibit 99.1
Investor Inquiries
Gregory C. Thompson
440-329-6111
INVACARE CORPORATION PRICES CONVERTIBLE SENIOR SUBORDINATED DEBENTURES
ELYRIA, Ohio - (February 6, 2007) - Invacare Corporation (NYSE: IVC) ("Invacare"
or the "Company") announced today the pricing of $125 million principal amount
of its Convertible Senior Subordinated Debentures due 2027 to be sold to
qualified institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"). As part of the transaction, the Company
granted the initial purchasers a 30-day option to purchase up to an additional
$10 million principal amount of the debentures to cover over-allotments, if any.
Subject to customary conditions, the offering is expected to close on February
12, 2007.
The debentures will be unsecured senior subordinated obligations of the Company
guaranteed by substantially all of the Company's domestic subsidiaries, will pay
interest at 4.125% per annum on each February 1 and August 1, and will be
convertible upon satisfaction of certain conditions into cash, common shares of
the Company, or a combination of cash and common shares of the Company upon
satisfaction of certain conditions. The initial conversion rate will be 40.3323
shares per $1,000 principal amount of debentures, which represents an initial
conversion price of approximately $24.79 per share. The last reported sale price
of the Company's common shares on February 5, 2007 was $20.24 per share. The
debentures will be redeemable at the Company's option, subject to specified
conditions, on or after February 6, 2012 through and including February 1, 2017,
and at the Company's option after February 1, 2017. On February 1, 2017 and 2022
and upon the occurrence of certain circumstances, holders will have the right to
require the Company to repurchase all or some of their debentures.
The Company is negotiating a new financing program that is expected to result in
total capacity of approximately $700 million and is expected to include, in
addition to the debentures, a senior secured revolving credit facility and term
loans along with additional senior debt. The Company intends to use the net
proceeds from the sale of the debentures, together with proceeds from the other
financings that the Company is currently negotiating, to refinance substantially
all of its existing indebtedness and pay related fees and expenses.
The debentures and the common shares issuable upon conversion have not been
registered under the Securities Act or the securities laws of any other
jurisdiction and may not be offered or sold in the United States absent
registration under, or an applicable 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
offers to buy any security and shall not constitute an offer, solicitation or
sale of any security in any jurisdiction in which such offer, solicitation, or
sale would be unlawful.
Invacare Corporation (NYSE: IVC), headquartered in Elyria, Ohio, is the global
leader in the manufacture and distribution of innovative home and long-term care
medical products that promote recovery and active lifestyles. The Company has
6,000 associates and markets its products in 80 countries around the world. For
more information about the Company and its products, visit Invacare's website at
www.invacare.com.
This press release contains forward-looking statements within the meaning of the
"Safe Harbor" provisions of the Private Securities Litigation Reform Act of
1995. Terms such as "will," "should," "plan," "intend," "expect," "continue,"
"forecast", "believe," "anticipate" and "seek," as well as similar comments, are
forward-looking in nature. Actual results and events may differ significantly
from those expressed or anticipated as a result of risks and uncertainties which
include, but are not limited to, the following: possible adverse effects of
being substantially leveraged, which could impact our ability to raise capital,
limit our ability to react to changes in the economy or our industry or expose
us to interest rate risks; changes in government and other third-party payor
reimbursement levels and practices; consolidation of health care customers and
our competitors; ineffective cost reduction and restructuring efforts; inability
to design, manufacture, distribute and achieve market acceptance of new products
with higher functionality and lower costs; extensive government regulation of
our products; lower cost imports; increased freight costs; failure to comply
with regulatory requirements or receive regulatory clearance or approval for our
products or operations in the United States or abroad; potential product
recalls; uncollectible accounts receivable; difficulties in implementing a new
Enterprise Resource Planning system; legal actions or regulatory proceedings and
governmental investigations; product liability claims; inadequate patents or
other intellectual property protection; incorrect assumptions concerning
demographic trends that impact the market for our products; provisions in our
bank credit agreements or other debt instruments that may prevent or delay a
change in control; the loss of the services of our key management and personnel;
decreased availability or increased costs of raw materials could increase our
costs of producing our products; inability to acquire strategic acquisition
candidates because of limited financing alternatives; risks inherent in managing
and operating businesses in many different foreign jurisdictions; exchange rate
fluctuations, as well as the risks described from time to time in Invacare's
reports as filed with the Securities and Exchange Commission. Except to the
extent required by law, we do not undertake and specifically decline any
obligation to review or update any forward-looking statements or to publicly
announce the results of any revisions to any of such statements to reflect
future events or developments or otherwise.