Centric Health Successfully Closes $15 Million Private Placement

May 8, 2012
7:00am

TORONTO, May 8, 2012 /CNW/ - Centric Health Corporation ("Centric Health" or "the Company") (TSX: CHH), Canada's leading diversified healthcare services company, today announced it has closed its previously announced private placement of $15 million in subordinated unsecured convertible notes ("the Convertible Notes") and 4,050,000 warrants ("the Warrants"). Proceeds from the private placement will be used towards the repayment of senior debt.

The private placement was approved by the independent members of Centric Health's Board of Directors after receiving advice from an independent financial institution.

"The support for this offering by some of the larger institutional shareholders and broad participation by all the lead vendors and management across the organization reflect the confidence in and commitment to the vision and strategy of our organization," said Dr. Jack Shevel, Executive Chairman and Interim President and Chief Executive Officer, Centric Health Corporation. "We have assembled a world class group of people at Centric who are unified in their commitment to driving value for all stakeholders, share the same values and are resolute to provide the highest standards of quality care and outcomes to our patients."

"The successful completion of this financing, the proceeds of which will be applied towards reducing existing senior debt, strengthens the capital and funding structure of the Company, and will support our future growth," said Peter Walkey, Chief Financial Officer of Centric Health.  "It also provides financial flexibility in that the Company has the right to repay the Convertible Notes at anytime and may elect to repay the Convertible Notes in Common Shares, subject to compliance with any regulatory requirements."

The terms of the Convertible Notes include:

  • Interest: 5.5% payable semi-annually;
  • Term: 4 years;
  • Centric Health can redeem the Convertible Notes in cash at any time on 30 days notice (holder can elect to convert during notice period);
  • Holder has the option to convert the Convertible Notes into Centric Health common shares ("Common Shares") at approximately $0.93 per Common Share (being 110% of the $0.84 volume weighted-average trading price of the Common Shares on the TSX for the five (5) trading days immediately preceding April 25, 2012 (the date the notice of the Offering was sent to the TSX));
  • Centric Health has the election to settle the Convertible Notes at maturity or pay interest in Common Shares at 95% of the volume weighted-average trading price of the Common Shares on the TSX for the five (5) trading days immediately preceding such date, subject to regulatory approval, if any;
  • Investors granted Warrants on the basis of 270 Warrants for every $1,000 of Convertible Notes purchased, such Warrants being exercisable over a 4 year period at an exercise price of approximately $0.93 per Common Share; and
  • The Convertible Notes rank behind all principal, premium (if any), and interest on all senior obligations of the Company including the preferred partnership units issued by the Company to Alaris Income Growth Fund Partnership.

A maximum of 16,253,115 and 4,050,000 Common Shares may be issuable on the conversion of the Convertible Debt and exercise of the Warrants, respectively. Immediately prior to completion of the private placement, the Company had 182,152,586 Common Shares issued and outstanding. Upon conversion of the Convertible Debt and the exercise of the Warrants in full, a maximum of 20,303,115 Common Shares would be issued (representing an increase of 11.1% of the currently issued and outstanding Common Shares on a non-diluted basis).

Insiders, including directors and officers, of the Company acquired $8,828,000 Convertible Notes and 2,383,560 Warrants pursuant to the private placement, with the balance being primarily subscribed for by large existing institutional shareholders of the Company. If the Convertible Notes and Warrants held by such insiders are converted and exercised in full, such insiders would collectively acquire an additional 11,949,060 Common Shares (representing approximately 6.6% of the currently issued and outstanding Common Shares on a non-diluted basis). The participation by insiders referred to above includes participation by entities controlled by the shareholders of Global Healthcare Investments and Solutions ("GHIS"), which acquired $6,838,000 Convertible Notes and 1,846,260 Warrants pursuant to the private placement. If the Convertible Notes and Warrants held by such entities are converted and exercised in full, such entities would collectively acquire an additional 9,255,513 Common Shares (representing approximately 5.1% of the currently issued and outstanding Common Shares on a non-diluted basis).  GHIS and entities controlled by the shareholders of GHIS would own approximately 33.2% of the issued and outstanding Common Shares on a diluted basis (assuming only the conversion and exercise of all convertible securities, warrants and options held by such entities). The entities controlled by shareholders of GHIS acquired the Convertible Notes and Warrants pursuant to the private placement referred to above for investment purposes only. For further information please refer to the Early Warning Report which will be available under the Company's filings at www.sedar.com.

Conditional regulatory approval was received from the TSX on April 27, 2012.  All other Closing conditions have been satisfied.

The transactions referred to above took place by way of private placement and not through the facilities of any stock exchange or any other marketplace.

For further information please refer to the Company's complete filings at www.sedar.com.

About Centric Health

Centric Health's vision is to be Canada's premier healthcare company, providing innovative solutions centered on patients and healthcare professionals. As a diversified healthcare company with investments in several niche service areas, Centric Health currently has operations in medical assessments, disability and rehabilitation management, physiotherapy and surgical centres, homecare, specialty pharmacy and wellness and prevention. With knowledge and experience of healthcare delivery in international markets and extensive and trusted relationships with payers, physicians, and government agencies, Centric Health is pursuing expansion opportunities into other healthcare sectors to create value for all stakeholders with an unwavering commitment to the highest quality of care. Centric Health is listed on the TSX under the symbol CHH.  For further information, please visit www.centrichealth.ca and www.lifemark.ca.

About Global Healthcare Investments & Solutions, Inc. ("GHIS")

GHIS is an entrepreneurial and innovative healthcare investments & solutions company with a proven track record. GHIS is a strategic advisor to Centric Health. Entities controlled by shareholders of GHIS are currently the largest shareholders of Centric Health. GHIS's address is 16236 San Dieguito Road, Suite 2-20, P.O. Box 9650, Rancho Santa Fe, CA 92067, USA.

This press release contains statements that may constitute "forward-looking statements" within the meaning of applicable Canadian securities legislation.  These forward-looking statements include, among others, statements regarding business strategy, plans and other expectations, beliefs, goals, objectives, information and statements about possible future events. Readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by Centric Health and described in the forward-looking statements contained in this press release. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do so, what benefits Centric Health will derive there-from.

For further information:

Peter Walkey
Chief Financial Officer
Centric Health
416-619-9417
peter.walkey@centrichealth.ca

Lawrence Chamberlain
Investor Relations
The Equicom Group
416-815-0700 ext. 257
lchamberlain@equicomgroup.com