Suresnes, France - February 3, 2017, 11:00am. HomeVi S.A.S., a société par actions simplifiée organized and existing under the laws of France ("HomeVi"), announces the expected closing of the acquisition (the "Acquisition") of SARquavitae Servicios a la Dependencia S.L. ("SARquavitae") by its 100% owned subsidiary GeriaVi on February 7, 2017. In connection with the funding of the Acquisition, the proceeds from the November 9, 2017 offerings of €128 million in aggregate principal amount of 6 7 / 8 % Temporary Senior Secured Notes due 2021 by HomeVi (the "Temporary Senior Secured Notes") and €200 million in aggregate principal amount of Senior Secured Floating Rate Notes due 2021 by HomeVi (the "Senior Secured Floating Rate Notes") are expected to be released from escrow. The Temporary Senior Secured Notes are expected to be exchanged for additional senior secured notes (the "Additional Senior Secured Notes") issued by HomeVi under the indenture dated August 7, 2014, pursuant to which HomeVi issued its existing €480 million 6 7 / 8 % Senior Secured Notes due 2021 (the "Existing Notes", and together with the Additional Senior Secured Notes and Senior Secured Floating Rate Notes, the "Notes").
HomeVi is expecting to use the gross proceeds of these offerings together with a shareholder equity contribution and cash acquired from SARquavitae's sale of certain of its subsidiaries to fund the acquisition of SARquavitae, refinance certain SARquavitae debt, fund cash on balance sheet and pay certain transaction costs.
SARquavitae is one of the leaders of elderly care services in Spain through its various divisions including nursing homes, telecare, home care and to a lesser extent in rehabilitation. SARquavitae manages 88 facilities with approximately 11,000 beds, with pro forma revenues of €310 million and a pro forma EBITDA margin of 9.4% in fiscal year 2015. SARquavitae, founded by Mr. Higinio Raventós Negra, has grown rapidly over the last few years through greenfield creations and acquisitions.
About HomeVi
HomeVi is a holding company which holds 100% of DomusVi S.A.S., GeriaVi S.L. and their respective subsidiaries (collectively, the "DomusVi Group"). HomeVi is owned by funds managed or advised by PAI partners, by DV France (the holding company of DomusVi Group founder Yves Journel), and by funds advised or managed by ICG.
DomusVi Group at a glance
The DomusVi Group is the third largest provider of services to elderly people in France and in Spain. It provides a full range of services, with 227 nursing homes, 16 residential facilities, four mental care facilities, 47 home care agencies (of which 20 home care nursing services) throughout France and Spain. The HomeVi Group employs more than 16,000 people.
For further information, please contact:
HomeVi S.A.S. 1 rue de Saint-Cloud, F 92150 Suresnes France Laurent Thibeau, Chief Financial Officer, lthibeau@domusvi.com
Important Regulatory Notice
This announcement contains inside information of HomeVi S.A.S. under Regulation (EU) 596/2014 (16 April 2014).
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Notes mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the " Securities Act "). The Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of the Notes in the United States.
This press release may include projections and other "forward-looking" statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of HomeVi about further events and/or financial performance. No assurances can be given that such events or performance will occur as projected, and actual results may differ materially from these projections.
This announcement is being distributed only to, and is directed at (a) persons who have professional experience in matters relating to investments who fall within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the " Order ") or (b) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(1) of the Order (all such persons together being referred to as " relevant persons "). The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
Neither the content of HomeVi's website nor any website accessible by hyperlinks on HomeVi's website is incorporated in, or forms part of, this announcement. The distribution of this announcement may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the applicable securities laws.
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