American Dental Partners Announces Pricing of Common Stock Offering and Commitments for Senior Debt Refinancing
19 August 2009 - 1:46AM
Marketwired
American Dental Partners, Inc. (NASDAQ: ADPI) announced today that
it priced a public offering of 2,260,000 shares of common stock at
$12.00 per share with expected net proceeds of approximately
$25,337,000 after deducting underwriting discounts and commissions
and estimated expenses of the offering (assuming no exercise of an
over-allotment option to purchase an additional 339,000 shares
granted by the Company to the underwriter). The Company also
announced that it has received commitments from lenders for a new
$130,000,000 senior secured credit facility, which includes a
$50,000,000 revolving credit facility and an $80,000,000 term loan.
The net proceeds from the public offering of common stock and
borrowings available under the new senior credit facility will be
used to retire the Company's existing senior secured revolving
credit facility and term loan and the balance will be available for
other general and working capital purposes. The closing of the
public offering of shares and the senior credit facility are
expected to take place on August 21, 2009.
The Company expects at closing the term loan to be fully funded
and the revolving credit facility to have borrowings of
approximately $5,000,000. At closing, approximately $45,000,000
will remain undrawn on the revolving credit facility and based on
financial covenants $39,000,000 will be available for borrowing
under the revolving credit facility. Under the new credit facility,
the Company will be permitted to make acquisitions of up to
$25,000,000 annually, subject to various financial covenants.
Robert W. Baird & Co. acted as the sole underwriter for the
public offering. The offering is being made only by means of a
prospectus and related prospectus supplement, copies of which may
be obtained upon request to Robert W. Baird & Co. Incorporated,
777 East Wisconsin Avenue, Galleria Level, Milwaukee, Wisconsin
53202-5391, or by calling 1-800-792-2413. Copies of the prospectus
and prospectus supplement are also available on the Securities and
Exchange Commission website at www.sec.gov.
KeyBank, RBS Citizens and Bank of America will be lead lenders
under the senior secured credit facility and participating lenders
will include TD Bank, Regions Bank and CapitalSource Bank.
This press release does not constitute an offer to sell these
securities or a solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
American Dental Partners is one of the nation's leading business
partners to dental group practices. The Company is affiliated with
26 dental group practices which have 242 dental facilities with
approximately 2,131 operatories located in 18 states.
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: With the exception of the historical
information contained in this news release, the matters described
herein contain "forward-looking" statements that involve risk and
uncertainties that may individually or collectively impact the
matters herein described, including but not limited to the
Company's risks associated with its ability to refinance its credit
facilities on satisfactory terms, overall or regional economic
conditions, dependence upon affiliated dental practices, contracts
its affiliated practices have with third-party payors, government
regulation of the dental industry, impact of health care reform,
dependence upon service agreements and the impact of any
terminations or potential terminations of such contracts, business
interruptions, the outcome of pending litigation and the Company's
acquisition and affiliation strategy, which are detailed from time
to time in the "Risk Factors" section of the Company's SEC reports,
including the annual report on Form 10-K for the year ended
December 31, 2008 and quarterly reports on Form 10-Q.
Contacts: Gregory A. Serrao Chairman, President and Chief
Executive Officer 781-224-880 Breht T. Feigh Executive Vice
President, Chief Financial Officer and Treasurer 781-224-0880
American Dental Partners, Inc. 401 Edgewater Place, Suite 430
Wakefield, MA 01880 Phone: 781/224-0880 Fax: 781/224-4216
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