Bon Secours Mercy Health, Inc. Announces Tender Pricing Information

CINCINNATI, April 9, 2025 /PRNewswire/ -- Bon Secours Mercy Health, Inc. ("BSMH") today announced tender pricing information.

Pursuant to the Offer to Purchase dated March 25, 2025 (as it may be amended or supplemented, the "Offer to Purchase"), BSMH invited Holders to tender, subject to the Aggregate Tender Cap and Acceptance Priority Levels, the Securities for cash at the purchase price based on a fixed spread over Reference Yields based on the bid side price of the applicable U.S. Treasury Reference Security, plus accrued and unpaid interest on such Securities tendered for purchase from the applicable last interest payment date up to, but not including, the Settlement Date, and on the terms and as further described in the Offer to Purchase. All capitalized terms used herein and not otherwise defined are used as defined in the Offer to Purchase.

The Early Tender Date occurred at 5:00 p.m., New York City time, on April 7, 2025 and has not been extended. The Expiration Date was extended to 5:00 p.m., New York City time, on May 5, 2025, and the Settlement Date was also extended, as described below.

As set forth in the Offer to Purchase, the Tender Offers were subject to an Aggregate Tender Cap of $150 million. As a result of oversubscription in the tender offer, BSMH has decided to upsize the Aggregate Tender Cap to $308,057,000 and accept all bonds tendered at the Early Tender Date into the offer. The Aggregate Tender Cap was reached as of the Early Tender Date; therefore, no tenders submitted in between the Early Tender Date and Expiration Date will be accepted.

The Reference Yield and Total Consideration for Securities tendered at or prior to the Early Tender Date and accepted for purchase by BSMH was determined at 12 noon, New York City time, on April 9, 2025, and are listed in the table set forth below. Subject to satisfaction of the conditions set forth in the Offer to Purchase, BSMH intends to accept for purchase the aggregate principal amount of Securities tendered in the Offer to Purchase set forth in the table below.

The Settlement Date is the day on which BSMH will provide payment of the Total Consideration plus Accrued Interest with respect to Securities that are validly tendered prior to or at the Early Tender Date and that are accepted for purchase. It is anticipated that the Settlement Date for the Securities will be May 8, 2025, the third business day after the Expiration Date.

⁽¹⁾ Per $1,000 principal amount.

As set forth in the Offer to Purchase, the Tender Offers are subject to the satisfaction of certain conditions, including the Financing Conditions. See Offer to Purchase, "The Terms of the Tender Offers—Conditions of the Tender Offers."

Information Relating to the Tender Offer

BSMH commenced the tender offer on March 25, 2025. RBC Capital Markets, LLC is the Lead Dealer Manager and J.P. Morgan Securities LLC is the Co-Dealer Manager (collectively, the "Dealer Managers") for the tender offer. Investors with questions regarding the tender offer may contact RBC Capital Markets at (877) 381-2099, (212) 618-7843, or [email protected]. Globic Advisors Inc. is the tender and information agent for the tender offer (the "Tender and Information Agent") and can be contacted at (212) 227-9622, [email protected], or www.globic.com/bsmh. 

The full details of the tender offer are included in the Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase, including materials incorporated by reference therein, because they will contain important information. The Offer to Purchase may be obtained from Globic Advisors Inc. through the means described in the preceding paragraph.

About Bon Secours Mercy Health, Inc.

Certain information relating to the Securities and BSMH may be obtained by contacting the Tender and Information Agent. Such information is limited to the Offer to Purchase and information incorporated therein by reference.

Forward-Looking Statements

Statements included or incorporated by reference herein may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on expectations, forecasts and assumptions by BSMH's management and involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those stated, including, without limitation, the Holders' risks set forth in the offering document incorporated by reference into the Offer to Purchase. BSMH cannot be certain that any expectations, forecasts or assumptions made by management in preparing these forward-looking statements will prove accurate, or that any projections will be realized. It is to be expected that there may be differences between projected and actual results. Any forward-looking statement speaks only as of the date on which it is made, and BSMH assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

⁽¹⁾ CUSIP is a registered trademark of the American Bankers Association (the "ABA"). CUSIP data herein is provided by CUSIP Global Services ("CGS"), managed on behalf of the American Bankers Association by FactSet Research Systems Inc. The CUSIP number listed above is being provided solely for convenience of reference and neither BSMH, the Dealer Managers, the Tender and Information Agent, nor their respective agents or counsel make any representation with respect to such number or undertake any responsibility for its accuracy.
⁽²⁾ The Reference Yield is based on the respective U.S. Treasury Reference Security set forth in the Offer to Purchase.

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SOURCE Bon Secours Mercy Health, Inc.