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Press release content from PR Newswire. The AP news staff was not involved in its creation.

The Doctors Company, An Interinsurance Exchange, Announces Any And All Cash Tender Offer For Surplus Notes Due 2023

January 7, 2022 GMT

NAPA, Calif., Jan. 7, 2022 /PRNewswire/ -- The Doctors Company, An Interinsurance Exchange (“The Doctors Company”), today announced that it has commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 6.50% Surplus Notes due 2023 (the “Notes”). The table below sets forth additional information with respect to the Notes and the Tender Offer.

Title of Notes

CUSIP Number /
ISIN

Principal
Amount
Outstanding

Reference
Treasury Security

Bloomberg
Reference Page1

Fixed Spread
(basis points)

6.50% Surplus
Notes due 2023

256141 AA0 / US256141AA06
(144a)
U2541G AA1 / USU2541GAA14
(Regulation S)

$200,000,000

0.125% UST due
October 15, 2023

FIT4

+60

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(1) The page on Bloomberg from which the Dealer Manager (as defined below) will quote the bid side price of the Reference Treasury Security.

Timetable for the Tender Offer

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Launch Date

January 7, 2022.

Price Determination Time

2:00 p.m., New York City time, on January 13, 2022, unless the Tender Offer is extended or earlier terminated.

Expiration Time

5:00 p.m., New York City time, on January 13, 2022, unless the Tender Offer is extended or earlier terminated.

Guaranteed Delivery Time

5:00 p.m., New York City time, on the second business day after the Expiration Time (such day, the "Guaranteed Delivery Date"), expected to be January 18, 2022, assuming that the Tender Offer is not extended or earlier terminated.

Settlement Date

Assuming the Tender Offer is not extended, The Doctors Company expects the Settlement Date to be the third business day after the Expiration Time (as defined below), which is expected to be January 19, 2022, for all Notes validly tendered and accepted in the Tender Offer, including accepted Notes that are delivered pursuant to the guaranteed delivery procedures.

The Tender Offer is being made upon, and is subject to, the terms and conditions set forth in the Offer to Purchase dated January 7, 2022 (the “Offer to Purchase”), and the related Notice of Guaranteed Delivery (the Notice of Guaranteed Delivery, together with the Offer to Purchase, the “Offer Documents”). The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on January 13, 2022, unless extended or earlier terminated (such date and time, as the same may be extended, the “Expiration Time”). Holders must validly tender and not validly withdraw their Notes at or prior to the Expiration Time, or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Notes at or prior to the Expiration Time and deliver their Notes at or prior to the Guaranteed Delivery Time, in accordance with the instructions set forth in the Offer of Purchase, to be eligible to receive the applicable consideration. Holders who validly tender their Notes may validly withdraw their tendered Notes when and in the manner described in the Offer to Purchase.

The consideration paid in the Tender Offer for Notes that are validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the fixed spread over the yield based on the bid side price of the U.S. Treasury Security, as specified in the table above, as calculated by the Dealer Manager (as defined below) at 2:00 p.m., New York City time, on January 13, 2022. Payments for Notes purchased in the Tender Offer will include accrued and unpaid interest thereon from and including the last interest payment date to, but not including, the Settlement Date, which is expected to be January 19, 2022. For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for all Notes accepted in the Tender Offer, including accepted Notes that are delivered pursuant to the guaranteed delivery procedures.

The Tender Offer is conditioned upon the satisfaction or waiver of certain conditions, including, among other things, the consummation of one or more debt capital markets issuances by The Doctors Company in an aggregate principal amount of at least $500,000,000 (the “Financing Condition”). The Tender Offer is not conditioned upon any minimum amount of Notes being tendered. The Tender Offer may be extended, amended, terminated, or withdrawn.

The Doctors Company has retained Wells Fargo Securities, LLC (“Wells Fargo” or the “Dealer Manager”) as dealer manager for the Tender Offer. Global Bondholder Services Corporation is the Depositary and Information Agent. For additional information regarding the terms of the Tender Offer, please contact Wells Fargo by telephone at (866) 309-6316 (toll-free) or (704) 410-4756 (collect), or by email at LiabilityManagement@wellsfargo.com. Requests for documents and questions regarding the tendering of securities may be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (for banks and brokers only), (866) 924-2200 (U.S. only toll-free), 001-212-430-3774 (International) or by email at contact@gbsc-usa.com or to Wells Fargo at its telephone numbers (toll-free or collect) or email. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are available at https://www.gbsc-usa.com/thedoctorscompany.

If you do not tender your Notes or if you tender Notes that are not accepted for purchase, they will remain outstanding. If The Doctors Company consummates the Tender Offer, the trading market for your outstanding Notes may be significantly more limited. For a discussion of this and other risks, see “Certain Considerations” in the Offer to Purchase.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE TENDER OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE COMPLETE TERMS OF THE TENDER OFFER THAT HOLDERS OF THE NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.

THE DOCTORS COMPANY RESERVES THE RIGHT, SUBJECT TO APPLICABLE LAW, IN ITS SOLE DISCRETION, TO: (I) WAIVE ANY AND ALL CONDITIONS TO THE TENDER OFFER, INCLUDING THE FINANCING CONDITION, AT ANY TIME AND FROM TIME TO TIME AT OR PRIOR TO THE EXPIRATION TIME; (II) EXTEND OR TERMINATE THE TENDER OFFER; OR (III) OTHERWISE AMEND THE TENDER OFFER IN ANY RESPECT.

THE OFFER DOCUMENTS AND THIS PRESS RELEASE DO NOT CONSTITUTE AN OFFER TO PURCHASE, OR THE SOLICITATION OF AN OFFER TO SELL, NOTES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY JURISDICTION IN WHICH THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE TENDER OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE TENDER OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF THE DOCTORS COMPANY BY THE DEALER MANAGER, IF THE DEALER MANAGER IS A LICENSED BROKER OR DEALER UNDER THE LAWS OF SUCH JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

NONE OF THE DOCTORS COMPANY, ITS BOARD OF DIRECTORS, THE DEALER MANAGER, THE INFORMATION AND TENDER AGENT OR THE FISCAL AGENT FOR THE NOTES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER NOTES IN THE TENDER OFFER. EACH HOLDER MUST MAKE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO TENDER NOTES AND, IF SO, AS TO THE PRINCIPAL AMOUNT OF NOTES TO TENDER.

Forward-Looking Statements

Certain statements in this press release constitute forward-looking statements, which involve a number of risks and uncertainties. These statements include statements regarding the intent, belief or current expectations of The Doctors Company and its management team, including beliefs concerning future developments and their potential effects upon The Doctors Company. The Doctors Company cautions readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information due to a number of factors, including, but not limited to, those listed under the “Cautionary Note Regarding Forward-looking Statements” in the Offer to Purchase. The information contained in this press release is accurate only as of the date of this press release regardless of the time of delivery. The Doctors Company does not intend, and is under no obligation, to update any particular forward-looking statement included in this press release, except as required by law.

About The Doctors Company

Founded and led by physicians, The Doctors Company ( thedoctors.com ), the nation’s largest physician-owned medical malpractice insurer, is relentlessly committed to advancing, protecting, and rewarding the practice of good medicine. The Doctors Company helps physicians manage the complexities of today’s healthcare environment—with expert guidance, resources, and coverage. The Doctors Company is part of TDC Group ( thetdcgroup.com ), the nation’s largest physician-owned provider of insurance, risk management, and healthcare practice improvement solutions. TDC Group serves the full continuum of care, from individual physicians to academic medical systems—over 100,000 healthcare professionals and organizations nationwide—with annual revenue of $1 billion and over $6 billion in assets. To learn more about our data-driven insights and to stay up to date on industry trends, follow and subscribe to The Doctors Company on Twitter ( @doctorscompany ),  YouTube,  LinkedIn, and  Facebook.

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SOURCE The Doctors Company