HEALTHCARE AMERICA, INC. SIGNS LETTER OF
INTENT FOR THE SALE OF A SUBSTANTIAL PORTION OF ITS ASSETS;
Healthcare America Inc. Approves a Proposed Term Sheet With Its
Senior Secured Lenders
AUSTIN, Texas--July 12, 1995--
Healthcare America, Inc. today announced that two significant steps have been taken
in its continuing efforts to negotiate the restructuring of its $212
million of senior secured debt, plus accrued interest.
First, the Company signed a letter of intent with a group of
investors led by Liberty Capital Partners, Inc. regarding a proposed
sale of certain assets of the Company and its subsidiaries. Liberty
is a $450 million investment firm based in New York and Florida.
The proposed sale is intended to be completed as part of a
prearranged Chapter 11 bankruptcy and plan of reorganization to be
filed by the parent company (and not its subsidiaries) with the
support of its senior secured lenders. The sale is subject to
numerous conditions including the completion of due diligence by the
buyers, the execution of definitive documentation, and the formal
approval of the Company's senior secured lenders. The Steering
Committee of the Company's senior secured lenders actively
participated in the negotiation of the letter of intent.
The properties proposed to be sold to the buyers include all of
the behavioral health hospitals currently operated by the Company's
subsidiaries. The proposed sale does not include the two medical
surgical hospitals currently operated by the Company and certain
facilities that are leased to third parties. The proposed purchase
price for the properties is $85 million in cash, subject to working
capital adjustments. The letter contains an exclusivity period
through July 28, 1995 in which to complete due diligence and
negotiate definitive documents. Based on the proposed Term Sheet
described below, the existing shareholders of the Company would
receive up to $2.5 million from the proceeds otherwise payable to
the senior secured lenders from the successful consummation of this
proposed sale transaction and from separate sales of the remaining
assets of the Company.
Second, the Company's Board of Directors formally approved a
proposed Term Sheet for the restructuring of the Company's senior
secured debt as prepared by the Steering Committee of the senior
secured lenders. The proposed Term Sheet remains subject to a
number of conditions, including the execution of the Term Sheet by
the Steering Committee and the approval of the Term Sheet by the
members of the Company's senior secured lending groups. The
proposed Term Sheet contemplates a Chapter 11 bankruptcy filing by
the parent company only (and not its subsidiaries) with a
prearranged plan of reorganization supported by the senior secured
lenders whereby a significant portion of the Company's senior
secured debt would be converted into 100% of the stock of the
Company. The proposed Term Sheet further provides for a contingent
payment of up to $2.5 million to the Company's existing
shareholders, calculated as follows: 2% of the first $100 million
and 2-1/2% of the next $20 million of proceeds received by the
lenders from the sale of assets or stock by the Company. To the
extent definitive documentation is executed with respect to the
proposed sale transaction described in the letter of intent referred
to above, the plan of reorganization contemplated by the proposed
Term Sheet would probably be revised to provide that the Company's
senior secured lenders would accept the proceeds of the sale of all
of the Company's assets, less the contingent payment to the
Company's existing shareholders, in full satisfaction of their
senior secured debt.
Because all of the Company's hospitals are operated through
separate subsidiaries, the proposed bankruptcy filing by the parent
company will not affect the ongoing operation of the hospitals.
Healthcare America is a healthcare management company that owns
and operates acute care, long-term rehabilitation, and psychiatric
hospitals, as well as community living programs in Texas,
California, Colorado, Florida, Oklahoma, Tennessee and Virginia.
Healthcare America is traded over-the-counter through the National
Daily Quotation System "Pink Sheets" published by the National
Quotation Bureau, Inc.
CONTACT: Healthcare America Inc.
Kevin P. Sheehan, 512/329-8821
HAYES REORGANIZATION PLAN GOES FORWARD; MAJOR MILESTONE ACHIEVED
AT JULY HEARING
ATLANTA, Georgia--July 12, 1995--Hayes
Microcomputer Products,Inc. Chapter 11 proceedings made a major leap forward when
Judge Hugh Robinson approved the company's Disclosure Statement for its
100% Plan of Reorganization, and a $45 million debtor in possession
(DIP) financial facility with General Electric Capital Corporation
The courts also extended exclusivity through September 30 for
Hayes to go forward with its plan. This ruling makes the Hayes Plan
the only Reorganization plan which will be reviewed by the Court.
Hayes Plan of Reorganization is considered to be a '100%' plan
because it pays all valid creditor claims in full, plus interest.
The filing of this 100% Plan also means that all creditors are
considered "unimpaired," and will not need to vote on the plan for
it to be confirmed.
Hayes, which announced the execution of a letter of intent for a
merger with Boca Research Inc. last week, will use the combined
assets of the two companies to obtain the approximately $60-85
million needed to fully fund Hayes emergence from Chapter 11 in the
With the approval of the DIP financing the company will retire
the approximately $23.6 million of secured debt from NationsBank.
The additional availability under the GECC credit facility will
serve to build confidence in the part of suppliers and customers
that the company has the cash and financial resources it needs to
continue its operations. Hayes and Boca Research, Inc. are working
with several financial institutions to secure debt financing to fund
Hayes' exit from Chapter 11 in the fall.
"The proposed merger with Boca is an excellent match of both
companies skills, and should increase our presence in the market
place," says Dennis Hayes, President and Chairman, Hayes
Microcomputer Products, Inc. "With the combined resources of Hayes
and Boca Research, I am confident that we will obtain the financing
needed to repay our creditors and exit from Chapter 11."
Hayes Microcomputer Products, Inc. and Boca Research Inc.
anticipate the transaction closing in the next 90 days, subject to
satisfactory completion of due diligence, execution of a purchase
agreement, commitment for a debt financing for the merged company,
and confirmation of Hayes Plan of Reorganization by the Federal
A copy of Hayes revised and approved Disclosure Statement and
its Plan of Reorganization will be available from the company in two
weeks. Please contact Hayes Public Relations Department at 404-840-
9200 or send an e-mail request to corpcommhayes.com for a copy of
Best known as the leader in microcomputer modems, Hayes
develops, supplies and supports computer communications equipment
and software for personal computers and computer communications
networks. The company distributes its products through a global
network of authorized distributors, dealers, mass merchants, VARs,
system integrators and original equipment manufacturers.
/CONTACT: Susan Merkel of Hayes Microcomputer Products, Inc.,
404-840-6824, or Fax: 404-441-1238, or Internet Address: