Merge Healthcare announced today that it intends to offer $52 million aggregate principal amount of 11.75 percent Senior Secured Notes due 2015.
The new notes are being offered as additional debt securities under an indenture pursuant to which Merge previously issued $200 million in aggregate principal amount of Senior Secured Notes due 2015, and as supplemented by a supplemental indenture entered into on June 14, 2011 in connection with the previously announced consent solicitation. Merge intends to use the net proceeds of the offering to redeem and retire all of Merge’s outstanding Series A Preferred Stock and to pay related fees and expenses.
The new notes will be senior secured obligations of Merge and will be guaranteed on a senior basis by all of Merge’s domestic restricted subsidiaries. The new notes and the related guarantees will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The new notes and the related guarantees have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the new notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the new notes will be made only by means of a private offering memorandum.
Merge Healthcare Incorporated is a leading provider of enterprise imaging and interoperability solutions. Merge Healthcare solutions facilitate the sharing of images to create a more effective and efficient electronic healthcare experience for patients and physicians. Merge Healthcare provides enterprise imaging solutions for radiology, cardiology and orthopaedics; a suite of products for clinical trials; software for financial and pre-surgical management, and applications that fuel the largest modality vendors in the world. Merge Healthcare’s products have been used by healthcare providers, vendors and researchers worldwide to improve patient care for more than 20 years. Additional information can be found at www.merge.com.