American Retirement Corporation Announces
Completion of Its Exchange Offer for Its 5 3/4% Convertible Subordinated
Debentures Due 2002
NASHVILLE, Tenn., Sep 26, 2002 (BUSINESS WIRE) -- American Retirement
Corporation (NYSE:ACR), a leading national provider of senior living housing and
care, today announced that it has completed the exchange of $99.8 million
aggregate principal amount of its 5 3/4% Convertible Subordinated Debentures Due
2002 ("Old Debentures"), or approximately 75.1% of the total amount outstanding.
The exchange offer expired at 5:00 p.m. Eastern time on September 25, 2002.
As a result of the exchange offer, the Company will issue approximately $86.8
million aggregate principal amount of its new 5 3/4% Series A Senior
Subordinated Notes Due September 30, 2002 and approximately $16.0 million
aggregate principal amount of its new 10% Series B Convertible Senior
Subordinated Notes Due April 1, 2008. For each $1,000 of principal amount of Old
Debentures exchanged, the Company will issue $869 principal amount of Series A
Notes and $160 principal amount of Series B Notes. Following completion of the
exchange offer, approximately $33.1 million aggregate principal amount of Old
Debentures will remain outstanding.
As previously disclosed, the Company's proposed financing commitments from
Health Care Property Investors, Inc. ("HCPI") are conditioned upon the Company's
receipt of the valid tender of at least $99.7 million, or 75.0%, of the Old
Debentures in the exchange offer. The results of the exchange offer satisfy this
condition. The Company anticipates that it will be able to satisfy the remaining
conditions to HCPI's commitments in a manner that is acceptable to HCPI and
expects to consummate the HCPI financings no later than September 30, 2002.
"The completion of the exchange offer represents a vital step in the Company's
refinancing plan, and we are appreciative of the support of our participating
bondholders. We look forward to closing the HCPI transactions, which represent
the final step of our refinancing efforts and will allow us to devote our full
attention to creating value for all of our constituencies" said Bill Sheriff,
Chairman and CEO.
AMERICAN RETIREMENT CORPORATION
The Company offers a broad range of care and services to seniors, including
independent living, assisted living, skilled nursing and Alzheimer's care. The
Company currently operates 65 senior living communities in 14 states with an
aggregate capacity for approximately 14,400 residents. The Company's strategy is
to develop senior living networks in major metropolitan regions. These networks
are comprised of large continuing care retirement communities and free-standing
assisted living residences located in the same markets.
HEALTH CARE PROPERTY INVESTORS, INC.
Health Care Property Investors, Inc. (NYSE:HCP) is a self-administered equity
real estate investment trust (REIT) that invests directly or through joint
ventures in health care facilities. HCPI's investment portfolio, as of June 30,
2002, consists of 432 facilities in 42 states. HCPI's investments include 181
long-term care facilities, 89 congregate care and assisted living facilities, 84
medical office buildings, 37 physician group practice clinics, 21 acute-care
hospitals, nine free-standing rehabilitation facilities, six health care
laboratory and biotech research facilities, and five continuing care retirement
facilities. HCPI commenced operations in 1985 and is headquartered in Newport
Beach, CA. For more information on Health Care Property Investors, Inc., visit
its web site at www.hcpi.com.
SAFE HARBOR STATEMENT
Statements relating to the HCPI transactions contained in this press release and
statements made by or on behalf of American Retirement Corporation relating
thereto may be deemed to constitute forward-looking information made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Those forward-looking statements include all statements that are not
historical statements of fact and those regarding the intent, belief or
expectations of the Company or its management. These forward-looking statements
may be affected by certain risks and uncertainties, including, without
limitation, (i) the fact that the HCPI transactions may not be completed due to
factors and/or conditions beyond the control of the Company, and (ii) the
possibility that the terms of the HCPI transactions may be amended or modified
prior to their consummation. In light of the significant uncertainties inherent
in the forward-looking statements included herein, actual circumstances could
differ materially from such forward-looking statements. The Company does not
undertake any obligation to publicly release any revisions to any
forward-looking statements contained herein to reflect events and circumstances
occurring after the date hereof or to reflect the occurrence of unanticipated
events.
The HCPI transactions are described in greater detail in the Company's recent
filings with the Securities and Exchange Commission. These filings, along with
the Company's other filings, including its Annual Report on Form 10-K, its
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Proxy Statement,
can be obtained, free of charge, from the Securities and Exchange Commission's
website at http://www.sec.gov. In addition, these documents can be obtained by
shareholders from the Company, at no cost, by writing or calling American
Retirement Corporation, 111 Westwood Place, Suite 200, Brentwood, Tennessee
37027, Attention: Ross Roadman/Todd Kaestner (800) 663-0766.
CONTACT: American
Retirement Corporation, Nashville
Ross C. Roadman, 800/663-0766 (Toll Free)
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