UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2011
KINETIC CONCEPTS, INC.
(Exact name of registrant as specified in its charter)
| Texas | 001-09913 | 74-1891727 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 8023 Vantage Drive San Antonio, Texas |
78230 | (210) 524-9000 | ||
| (Address of principal executive offices) | (Zip Code) | (Registrant’s telephone number, including area code) | ||
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
On November 4, 2011, Kinetic Concepts, Inc. (the “Company”) announced the completion of the acquisition of the Company by an affiliate of a consortium comprised of investment funds advised by Apax Partners and controlled affiliates of Canada Pension Plan Investment Board and the Public Sector Pension Investment Board. A copy of the press release announcing completion of the merger is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Also on November 4, 2011, the Company issued a press release announcing that the merger with the consortium affiliate constitutes a Make-Whole Fundamental Change under the Indenture, dated as of April 21, 2008, governing the Company’s 3.25 percent Convertible Senior Notes due 2015.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed with this Form 8-K:
| Exhibit Number | Description | |
| Exhibit 99.1 | Press Release regarding completion of Merger, dated November 4, 2011 | |
| Exhibit 99.2 | Press Release regarding Make-Whole Fundamental Change, dated November 4, 2011 |
* * * * *
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KINETIC CONCEPTS, INC. (Registrant) | ||||||
| Date: November 4, 2011 | By: | /s/ Martin J. Landon | ||||
| Name: Martin J. Landon | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit Number | Description | |
| Exhibit 99.1 | Press Release regarding completion of Merger, dated November 4, 2011 | |
| Exhibit 99.2 | Press Release regarding Make-Whole Fundamental Change, dated November 4, 2011 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
For more information, contact:
Kevin Belgrade
KCI Corporate Communications
Office: 210-216-1236
Email: kevin.belgrade@kci1.com
Todd Wyatt
KCI Investor Relations
Office: 210-255-6157
Email: todd.wyatt@kci1.com
Kinetic Concepts, Inc. Completes Merger with Apax Consortium
SAN ANTONIO, TX., November 4, 2011 — Kinetic Concepts, Inc. (NYSE: KCI) today announced the completion of its acquisition by an affiliate of a consortium comprised of investment funds advised by Apax Partners and controlled affiliates of Canada Pension Plan Investment Board and the Public Sector Pension Investment Board pursuant to a merger agreement dated July 12, 2011.
Under the terms of the agreement, shareholders of KCI will receive $68.50 per share in cash. The transaction is valued at approximately $6.1 billion, including outstanding debt. The transaction was approved by KCI’s shareholders at a special meeting held on October 28, 2011.
In connection with the consummation of the acquisition, KCI and KCI USA obtained approximately $2,500 million of senior secured financing under new credit facilities and issued $1,750 million aggregate principal amount of second lien senior secured notes due 2018 and $750 million aggregate principal amount of senior notes due 2019. The new credit facilities and the second lien senior secured notes will be guaranteed by certain of KCI’s and KCI USA’s parents and subsidiaries and will be secured by substantially all of the assets of KCI, KCI USA and certain of their parents and subsidiaries. The senior notes will be senior obligations of KCI and KCI USA and will be guaranteed on a senior basis by certain of their parents and subsidiaries. KCI used the net proceeds from the new credit facilities and the notes offerings to pay the consideration under the merger agreement and related transactions, to refinance existing debt and to pay certain costs and expenses of the transactions.
KCI’s common stock will be delisted and cease trading on the New York Stock Exchange before the opening of the market on November 7, 2011.
About KCI
Kinetic Concepts, Inc. (NYSE: KCI) is a leading global medical technology company devoted to the discovery, development, manufacture and marketing of innovative, high-technology therapies and products for the wound care, tissue regeneration and therapeutic support system markets. Headquartered in San Antonio, Texas, KCI’s success spans more than three decades and can be traced to a history deeply rooted in innovation and a passion for significantly improving the healing and the lives of patients around the world. The company employs approximately 7,100 people and markets its products in more than 20 countries. For more information about KCI and how its products are changing the practice of medicine, please visit www.kci1.com.
About Apax Partners
Apax Partners is one of the world’s leading private equity investment groups. It operates across the United States, Europe and Asia and has more than 30 years of investing experience. Funds under the advice of Apax Partners total over $40 billion around the world. These funds provide long-term equity financing to build and strengthen world-class companies. Apax Partners Funds invest in companies across its global sectors of Tech & Telecom, Retail & Consumer, Media, Healthcare and Financial & Business Services. For more information about Apax Partners, please visit www.apax.com.
About Canada Pension Plan Investment Board
Canada Pension Plan Investment Board (CPPIB) is a professional investment management organization that invests the funds not needed by the Canada Pension Plan to pay current benefits on behalf of 17 million Canadian contributors and beneficiaries. In order to build a diversified portfolio of CPP assets, CPPIB invests in public equities, private equities, real estate, inflation-linked bonds, infrastructure and fixed income instruments. Headquartered in Toronto, with offices in London and Hong Kong, CPPIB is governed and managed independently of the Canada Pension Plan and at arm’s length from governments. At June 30, 2011, the CPP Fund totaled $153.2 billion. For more information about CPPIB, please visit www.cppib.ca.
About PSP Investments
The Public Sector Pension Investment Board (PSP Investments) is a Canadian Crown corporation established to manage investments for the pension funds of the Public Service, the Canadian Forces, the Royal Canadian Mounted Police and the Reserve Force. PSP Investments’ mandate is to manage funds entrusted to it in the best interests of the contributors and beneficiaries of the pension plans and to maximize investment returns without undue risk of loss having regard to the funding, policies and requirements of the plans and their ability to meet their financial obligations. For more information about PSP Investments, please visit www.investpsp.ca.
Exhibit 99.2
FOR IMMEDIATE RELEASE
For more information, contact:
Kevin Belgrade
KCI Corporate Communications
Office: 210-216-1236
Email: kevin.belgrade@kci1.com
Todd Wyatt
KCI Investor Relations
Office: 210-255-6157
Email: todd.wyatt@kci1.com
Kinetic Concepts, Inc. Gives Notice of Make-Whole Fundamental Change to Holders of Its 3.25% Convertible Senior Notes due 2015
SAN ANTONIO, TX., November 4, 2011 — Kinetic Concepts, Inc. (NYSE: KCI) today provided notice to holders of its 3.25 percent Convertible Senior Notes due 2015 (the “Notes”) in respect of the merger (the “Merger”) of Chiron Merger Sub, Inc., a Texas corporation (“Chiron Merger Sub”) and a wholly owned subsidiary of Chiron Holdings, Inc., a Delaware corporation (“Chiron”), with and into Kinetic Concepts, Inc., a Texas corporation (“KCI” or the “Company”) pursuant to an Agreement and Plan of Merger, dated as of July 12, 2011 (the “Merger Agreement”), by and among the Company, Chiron Merger Sub, and Chiron. The Company issued a press release publicly announcing the execution of the Merger Agreement on July 13, 2011, and included a copy of the press release as an exhibit to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on July 13, 2011. A copy of the Merger Agreement was included as an exhibit to the Company’s Current Report on Form 8-K, filed with the SEC on July 14, 2011. Copies of these filings are available on the SEC’s website at www.sec.gov.
The Merger, which was consummated today (the “Effective Date”), constitutes a Make-Whole Fundamental Change under the Indenture, dated as of April 21, 2008, governing the Notes (the “Indenture”). A copy of the Indenture was included as an exhibit to the Company’s Current Report on Form 8-K, filed with the SEC on April 22, 2008.
In accordance with the Indenture, the Notes will be convertible in connection with the Merger at the option of the holders from and after the Effective Date and will remain convertible until 5:00 p.m., New York City time, on the Business Day immediately prior to the Fundamental Change Purchase Date (as defined in the Indenture). The exact date of the Fundamental Change Purchase Date will be specified by the Company in a separate notice that will be delivered to holders of Notes no later than 20 days after the date hereof, and will be a date that is not less than 20 or more than 35 calendar days after the date of such notice.
Under the terms of the Indenture, holders of Notes converting their Notes in connection with the Merger during the time period specified above will be entitled to an increase in the conversion rate applicable to their Notes (the “Make-Whole Conversion Rate Adjustment”). This Make-Whole Conversion Rate Adjustment will be equal to 1.7834 per 1,000 principal amount of Notes, based on the Effective Date of the Merger and the Merger consideration per share of $68.50 in cash to which holders of the Company’s common stock were entitled in connection with the Merger.
Pursuant to Section 16.02 of the Indenture, each Noteholder also has the right, subject to certain conditions, including the consummation of the Merger, at such Noteholder’s option, to require the Company to repurchase all of such Noteholder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, on the Fundamental Change Purchase Date, at a price equal to 100% of the principal amount thereof, together with accrued and unpaid interest to but excluding the Fundamental Change Purchase Date. Noteholders who exercise this right and do not duly withdraw such notice prior to the close of business on the business day immediately preceding the Fundamental Change Purchase Date will not be permitted to convert their Notes.
About KCI
Kinetic Concepts, Inc. (NYSE: KCI) is a leading global medical technology company devoted to the discovery, development, manufacture and marketing of innovative, high-technology therapies and products for the wound care, tissue regeneration and therapeutic support system markets. Headquartered in San Antonio, Texas, KCI’s success spans more than three decades and can be traced to a history deeply rooted in innovation and a passion for significantly improving the healing and the lives of patients around the world. The Company employs approximately 7,100 people and markets its products in more than 20 countries. For more information about KCI and how its products are changing the practice of medicine, visit www.KCI1.com.
Forward-Looking Statements
In addition to historical facts or statements of current condition, this press release may contain forward-looking statements. Forward-looking statements provide KCI’s current expectations or forecasts of future events. You may identify some of these forward-looking statements by the use of words in the statements such as “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” or the negative of such terms, or other comparable terminology. KCI’s performance and financial results could differ materially from those reflected in these forward-looking statements due to general financial, economic, regulatory and political conditions affecting the biotechnology and pharmaceutical industries as well as more specific risks and uncertainties facing KCI such as those set forth in its reports on Form 8-K, 10-Q and 10-K filed with the SEC. Given these risks and uncertainties, any or all of these forward-looking statements may prove to be incorrect. Therefore, you should not rely on any such factors or forward-looking statements. Furthermore, KCI does not intend to update publicly any forward-looking statement, except as required by law. The Private Securities Litigation Reform Act of 1995 permits this discussion.