February 3, 2004
AMERIPATH ANNOUNCES PROPOSED
OFFERING OF ADDITIONAL DEBT SECURITIES
RIVIERA BEACH, Florida, February
3, 2004 – AmeriPath,
Inc. ("AmeriPath" or "the Company")
today announced that it is considering
the commencement of an offering under Rule 144A and Regulation
S of $75 million principal amount
of
10-1/2% senior subordinated notes due 2013. Subject to
consent from the Company’s lenders and acceptable
market and interest rate conditions,
we anticipate completing the offering during the first
quarter of 2004.
The senior subordinated notes will be offered as additional
debt securities under an indenture pursuant to which,
on March 27, 2003, the Company issued $275 million principal
amount of 10-1/2% senior subordinated notes due 2013.
The new notes and the notes previously issued under the
indenture would be treated as a single class of debt
securities.
Like the previously issued notes, the new notes would
be general unsecured obligations of the Company and would
be subordinated to all existing and future senior debt
of the Company.
The Company intends to use the net proceeds
of the offering, together with approximately $10 million
of cash on hand and an additional $125 million of borrowings
under a new term loan under its senior credit facility,
to repay
its existing term loan under its senior credit facility
and pay related fees and expenses.
This announcement is
neither an offer to sell nor a solicitation of an offer
to buy the securities described herein. The Company is
offering the notes in reliance upon an exemption from
registration under the Securities Act of 1933 for
an
offer and sale of securities that does not involve a
public offering. The securities to be offered will not
be registered under
the Securities Act of 1933 or any state securities laws
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.
AmeriPath is a leading national provider of cancer diagnostics,
genomics, and related information services. The
Company’s extensive diagnostics infrastructure
includes the Center for Advanced Diagnostics (CAD), a
division of
AmeriPath. CAD provides specialized diagnostic testing
and information services including Fluorescence In-Situ
Hybridization (FISH), Flow Cytometry, DNA Analysis, Polymerase
Chain Reaction (PCR), Molecular Genetics,
Cytogenetics and HPV Typing. Additionally, AmeriPath
provides clinical trial and research development support
to firms
involved in developing new cancer and genomic diagnostics
and therapeutics.
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The statements contained
in this press release may include “forward-looking
statements” within the meaning of the Private Securities
Litigation
Reform Act of 1995. Forward-looking statements—which
are sometimes identified by words such as “may”, “should”, “believe”, “expect”,
“
anticipate”, “estimate” and similar
expressions and which include any financial or operating
estimates, forecasts or projections—are subject
to a
number of risks and uncertainties, many of which involve
factors or circumstances that are beyond the Company’s
control. These risks and
uncertainties could cause actual results to differ materially
from results anticipated by forward-looking statements.
These risks and uncertainties
include: the extent of success of the Company’s
operating initiatives and growth strategies; ability
to manage growth; access to capital on
satisfactory terms; general economic conditions; terrorism
or an escalation of hostilities or war; competition and
changes in competitive factors;
federal and state healthcare regulation (and compliance);
reimbursement rates under government and third party
healthcare programs and the payments received under such programs; changes in coding;
changes in technology; dependence upon pathologists and
customer contracts; the ability to attract, motivate, and retain pathologists;
labor, technology and insurance costs; marketing and
promotional efforts; the availability of pathology practices in appropriate locations that the
Company is able to acquire on suitable terms or develop;
and the successful completion and
integration of acquisitions (and achievement of planned
or expected synergies). The forward-looking statements
in this press release are made as of
the date hereof based on management’s current beliefs
and expectations, and the Company undertakes no obligation
to update or revise any such
statements. Further information regarding risks, uncertainties
and other factors that could affect the Company’s
financial or operating results or
that could cause actual results to differ materially
from those expected, estimated or anticipated are included
in the Company’s annual, quarterly,
and other reports and filings with the SEC.
