EXHIBIT 99.1
(MATRIA HEALTHCARE LOGO)
NEWS RELEASE
Contact:
Steve Mengert
Chief Financial Officer
770/767-4500
MATRIA ANNOUNCES DETAILS OF TENDER OFFER
AND CONSENT AND WAIVER SOLICITATION FOR ITS
11% SERIES B SENIOR NOTES DUE 2008
MARIETTA, GA, MARCH 29, 2004 -- Matria Healthcare, Inc. (NASDAQ: MATR) today
announced the details of its tender offer and consent and waiver solicitation
relating to all of the Company's outstanding 11% Series B Senior Notes due 2008.
In connection with the tender offer, the Company is soliciting (i) consents to
amend the Indenture governing the notes to substantially eliminate all of the
restrictive covenants contained in the Indenture as well as certain events of
default and other related provisions and (ii) waivers to permit the Company,
prior to the consummation of the tender offer, to incur additional indebtedness
of up to $150 million to purchase the notes in the tender offer.
The total consideration to be paid for each validly tendered note and properly
delivered consent will be based upon a fixed spread of 0.50% over the yield to
maturity on the 1.625% U.S. Treasury Note due April 30, 2005. The Company will
also pay a consent fee of $20 per $1,000 principal amount of the notes for
properly delivered consents. Using the fixed spread formula, the purchase price
for the notes will be set no later than the open of business on the second
business day prior to the expiration date of the tender offer. There is
presently $122,000,000 in principal amount of notes outstanding.
The tender offer expires at 12:00 noon, New York City time on April 27, 2004,
unless extended. The consent solicitation expires at 9:00 a.m., New York City
time on April 13, 2004, unless extended. Holders who tender their notes after
the consent date will not be entitled to receive the consent fee.
Holders who tender their notes will be required to consent to the proposed
amendments. The consent of holders of a majority of the outstanding principal
amount of notes is required for the proposed amendments to become effective,
but the proposed amendments will not become operative unless the financing
condition described below is satisfied. The waiver will become effective and
irrevocable upon the receipt of waivers from holders of a majority of the
outstanding principal amount of notes. If the waiver becomes effective and the
Company completes a financing pursuant to the waiver, the Company will be
required to use the proceeds of such financing to purchase notes that are
tendered. To the extent that the amount of notes tendered exceeds the amount of
proceeds raised by the Company in a financing pursuant to the waiver, the
Company will be required to use such proceeds to purchase the tendered notes on
a pro rata basis. Any indebtedness incurred pursuant to the waiver will be
unsecured and subordinated to the notes.
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Matria Announces Details Of Tender Offer And Consent And Waiver Solicitation For
Its 11% Series B Senior Notes Due 2008
Page 2
March 29, 2004
The completion of the tender offer and the consent solicitation is subject to
several conditions, including a financing condition that the Company is able to
replace its existing credit facility with a new credit facility and/or obtain
other financing through the sale of publicly or privately held securities, in
each case on terms acceptable to the Company, and in such amount and
combination as the Company in its sole discretion may determine, the proceeds
of which will be sufficient to allow the Company to purchase all of the
outstanding notes. Notwithstanding the foregoing, if the waiver becomes
effective and the Company completes a financing pursuant to the waiver, the
Company will be obligated to use the proceeds from such financing to purchase
any notes tendered whether or not the conditions otherwise applicable to the
tender offer are satisfied.
This press release does not constitute an offer to purchase or a solicitation
of consents or waivers with respect to the notes. The offer to purchase and
solicitation of consents and waivers will be made solely by, and subject to the
terms and conditions set forth in, the Offer to Purchase and Consent and Waiver
Solicitation Statement and related documents.
UBS Investment Bank is acting as the exclusive Dealer Manager for the offer and
the solicitation agent for the consent solicitation. The tender offer and the
consent and waiver solicitation are being made pursuant to an Offer to Purchase
and Consent and Waiver Solicitation Statement and related documents, which will
fully set forth the terms of the tender offer and the consent and waiver
solicitation. Additional information concerning the terms of the tender offer
and the consent and waiver solicitation may be obtained from Kevin Reynolds at
UBS Investment Bank at (888) 722-9555 or (203) 719-4210. Copies of the Offer to
Purchase and Consent and Waiver Solicitation Statement and related documents may
be obtained from MacKenzie Partners, Inc., the information agent at 105 Madison
Avenue, New York, New York 10016 at (800) 322-2885.
Matria Healthcare is a leading provider of comprehensive disease management
programs to health plans and employers. Matria manages the following major
chronic diseases and episodic conditions -- diabetes, cardiovascular diseases,
respiratory diseases, high-risk obstetrics, cancer, chronic pain and
depression. Headquartered in Marietta, Georgia, Matria has more than 40 offices
in the United States and internationally. More information about Matria can be
found on line at www.matria.com.
Completion of the tender offer is subject to certain conditions, including,
among others, the availability of financing to fund the purchase of the notes,
subject to the obligation of the Company to purchase notes with the proceeds of
any financing completed pursuant to the waiver. There can be no assurance that
these conditions will be satisfied or that the tender offer will be completed.
The Company does not have any commitments with respect to a new financing and
there can be no assurance that new financing will be available on terms
acceptable to the Company, if at all.
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