Health Plans Focus on Senior Sensitivity

Mon, Jul 2, 2012, 11:02 AM EDT - U.S. Markets close in 4 hrs 58 mins

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Vanguard Health Systems Announces Closing of $375.0 Million Senior Notes Offering

Vanguard Health Systems, Inc. (NYSE: VHS) (“Vanguard”) announced today that its wholly-owned subsidiaries, Vanguard Health Holding Company II, LLC (“VHS Holdco II”) and Vanguard Holding Company II, Inc. (together with VHS Holdco II, the “Issuers”), closed their private placement of an aggregate principal amount of $375.0 million of 7.750% Senior Notes due 2019 (the “New Notes”). The New Notes were issued pursuant to the indenture, dated as of January 26, 2011 (the “Indenture”), governing their existing 7.750% Senior Notes due 2019 (the “Existing Notes”). The New Notes were issued at an offering price of 99.25% plus accrued interest from February 1, 2012. The New Notes will be treated as a single series with the Existing Notes, except that (i) the New Notes are subject to a separate registration rights agreement and (ii) unless and until the New Notes are registered, the New Notes will have a different CUSIP number from that of the Existing Notes and will not be fungible with the Existing Notes.

The Issuers intend to use the net proceeds from the offering of the New Notes for general corporate purposes, which may include, but not be limited to, working capital, capital expenditures, acquisitions, the repayment of any outstanding indebtedness under Vanguard’s existing revolving credit facility, and to pay the fees and expenses incurred in connection with the offering.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy the New Notes. The New Notes were offered in a private placement to qualified institutional buyers pursuant to Rule 144A and outside the United States in compliance with Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).

The New Notes have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Company Information and Forward-Looking Statements

About Vanguard Health Systems

Vanguard owns and operates 28 acute care and specialty hospitals and complementary facilities and services in metropolitan Chicago, Illinois; metropolitan Phoenix, Arizona; metropolitan Detroit, Michigan; San Antonio, Texas; Harlingen and Brownsville, Texas; and Worcester and metropolitan Boston, Massachusetts. Vanguard’s strategy is to develop locally branded, comprehensive healthcare delivery networks in urban markets.

This press release contains “forward-looking statements” within the meaning of the federal securities laws that are intended to be covered by safe harbors created thereby. Forward-looking statements are those statements that are based upon management’s plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical information. These statements are based upon estimates and assumptions made by Vanguard’s management that, although believed to be reasonable, are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. When used in this press release, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “continues” or future or conditional verbs, such as “will,” “should,” “could” or “may,” and variations of such words or similar expressions are intended to identify forward-looking statements. These factors, risks and uncertainties include, but are not limited to: Vanguard’s high degree of leverage and interest rate risk; Vanguard’s ability to incur substantially more debt; operating and financial restrictions in Vanguard’s debt agreements; Vanguard’s ability to generate cash necessary to service its debt; weakened economic conditions and volatile capital markets; potential liability related to disclosures of relationships between physicians and Vanguard’s hospitals; post-payment claims reviews by governmental agencies could result in additional costs to Vanguard; Vanguard’s ability to grow its business and successfully implement its business strategies; Vanguard’s ability to successfully integrate The Detroit Medical Center, Valley Baptist Health System, and hospitals acquired in the future or to recognize expected synergies from such acquisitions; potential acquisitions could be costly, unsuccessful or subject Vanguard to unexpected liabilities; conflicts of interest that may arise as a result of Vanguard’s control by a small number of stockholders; the highly competitive nature of the healthcare industry; governmental regulation of the healthcare industry, including Medicare and Medicaid reimbursement levels in general and with respect to the impact of the Budget Control Act of 2011 and other future deficit reduction plans; a reduction or elimination of supplemental Medicare and Medicaid payments, including disproportionate share payments, indirect medical education/graduate medical education payments and other similar payments, would adversely impact Vanguard’s liquidity, results of operations and financial condition; pressures to contain costs by managed care organizations and other insurers and Vanguard’s ability to negotiate acceptable terms with these third party payers; Vanguard’s ability to attract and retain qualified management and healthcare professionals, including physicians and nurses; the currently unknown effect on Vanguard of the major federal healthcare reforms enacted by Congress in March 2010 or other potential additional federal or state healthcare reforms; potential adverse impact of known and unknown governmental investigations and audits; Vanguard’s failure to adequately enhance its facilities with technologically advanced equipment could adversely affect its revenues and market position; the availability of capital to fund Vanguard’s corporate growth strategy and improvement to its existing facilities; potential lawsuits or other claims asserted against Vanguard; Vanguard’s ability to maintain or increase patient membership in and to control costs of its managed healthcare plans; failure of the Arizona Health Care Cost Containment System (“AHCCCS”) to renew its contract with, or award future contracts to, Phoenix Health Plan would materially affect Vanguard’s business, profitability, financial condition and results of operations; Phoenix Health Plan’s ability to comply with the terms of its contract with AHCCCS, as noncompliance could subject it to fines, penalties or termination of its contract, which would materially affect Vanguard’s business, profitability, financial condition and results of operations; Vanguard’s inability to manage health plan claims expense within its health plans could reduce its profitability and adversely impact its liquidity and financial position; reductions in the enrollment of Vanguard’s health plans could have an adverse effect on its business and profitability; changes in general economic conditions nationally and regionally in Vanguard’s markets; Vanguard’s exposure to the increased amounts of and collection risks associated with uninsured accounts and the co-pay and deductible portions of insured accounts; dependence on Vanguard’s senior management team and local management personnel; volatility of professional and general liability insurance for Vanguard and the physicians who practice at its hospitals and increases in the quantity and severity of professional liability claims; Vanguard’s ability to achieve operating and financial targets and to maintain and increase patient volumes and control the costs of providing services, including salaries and benefits, supplies and other operating expenses; increased compliance costs from further government regulation of the healthcare industry and Vanguard’s failure to comply, or allegations of Vanguard’s failure to comply, with applicable laws and regulations; the geographic concentration of Vanguard’s operations; technological and pharmaceutical improvements that increase the cost of providing, or reduce the demand for, healthcare services and shift demand for inpatient services to outpatient settings; a failure of Vanguard’s information systems would adversely impact Vanguard’s ability to manage its operations; delays in receiving payments for services provided, especially from governmental payers; changes in revenue mix, including changes in Medicaid eligibility criteria and potential declines in the population covered under managed care agreements; costs and compliance risks associated with Section 404 of the Sarbanes-Oxley Act of 2002; material non-cash charges to earnings from impairment of goodwill associated with declines in the fair market value of Vanguard’s reporting units; volatility of materials and labor costs for, or state efforts to regulate, potential construction projects that may be necessary for future growth; changes in accounting practices; and Vanguard’s ability to demonstrate meaningful use of certified electronic health record technology and to receive the related Medicare or Medicaid incentive payments.

Vanguard’s forward-looking statements speak only as of the date made. Except as required by law, Vanguard undertakes no obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of new information, future events or otherwise. Vanguard advises you, however, to consult any additional disclosures Vanguard makes in Vanguard’s other filings with the Securities and Exchange Commission. You are cautioned not to rely on such forward-looking statements when evaluating the information contained in this press release. In light of significant uncertainties inherent in the forward-looking statements included in this press release, you should not regard the inclusion of such information as a representation by Vanguard that the objectives and plans anticipated by the forward-looking statements will occur or be achieved or, if any of them do, what impact they will have on Vanguard’s financial condition, results of operations or cash flows.

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Health Care REIT, Inc. Announces Pricing of $600 Million of 4.125% Senior Notes

Health Care REIT, Inc. (NYSE:HCN) today announced that it has priced $600 million in aggregate principal amount of 4.125% senior unsecured notes due April 1, 2019. The notes were priced at 99.694% of their face amount to yield 4.176%. Subject to customary closing conditions, the offering is expected to close on April 3, 2012.

The company intends to use the net proceeds from this offering to redeem or settle upon conversion approximately $126 million aggregate outstanding principal amount of its 4.75% convertible senior notes due 2026 at a redemption price of 100% of principal amount plus accrued and unpaid interest or the conversion price specified in those notes, as the case may be, to repay up to $226 million of certain secured indebtedness and, to the extent of remaining proceeds, for general corporate purposes, including investing in health care and seniors housing properties. Pending such use, the net proceeds may be invested in short-term, investment grade, interest-bearing securities, certificates of deposit or indirect or guaranteed obligations of the United States.

Barclays Capital Inc., J.P. Morgan Securities LLC, and UBS Securities LLC acted as joint book-running managers for the offering.

The offering is being made pursuant to Health Care REIT’s shelf registration statement on file with the Securities and Exchange Commission. A copy of the prospectus supplement and accompanying prospectus relating to the offering may be obtained by contacting Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by phone (toll free): 888-603-5847 or by e-mail: barclaysprospectus@broadridge.com; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, attention: Investment Grade Syndicate Desk, or by telephone collect at 212-834-4533; or UBS Securities LLC, Attention: Prospectus Specialist, 299 Park Avenue, New York, NY 10171, or by telephone toll free at 877-827-6444, ext. 561 3884.

This press release is not an offer to sell, nor a solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Health Care REIT. Health Care REIT, Inc., an S&P 500 company with headquarters in Toledo, Ohio, is a real estate investment trust that invests across the full spectrum of seniors housing and health care real estate. The company also provides an extensive array of property management and development services. As of December 31, 2011, the company’s broadly diversified portfolio consisted of 937 properties in 46 states. More information is available on the company's website at www.hcreit.com.

Forward-Looking Statements

This document may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. When the company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. The company’s expected results may not be achieved, and actual results may differ materially from expectations. This may be a result of various factors, including, but not limited to, those factors discussed in the prospectus supplement and related prospectus and in the company's reports filed from time to time with the Securities and Exchange Commission. Completion of the proposed offering is subject to various factors, including, but not limited to, customary closing conditions. The company assumes no obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ from those projected in any forward-looking statements.

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Health Care Prices Senior Notes

Health Care REIT, Inc. (HCN) recently announced that it has priced 4.125% of senior unsecured notes for approximately $600 million. These notes are expected to mature on April 1, 2019 and were priced at 99.694% of their face value to generate 4.176%.  The offering is expected to close on April 3, 2012.

The company expects to use the net proceeds from the offering to repay approximately $126 million of its 4.75% convertible senior notes maturing in 2026 at a redemption price of 100% of principal amount, including accrued and unpaid interest to pay off up to $226 million of certain secured indebtedness.  The remaining proceeds will be used for other general corporate purposes, including investments on health care and seniors housing properties.

Health Care reported fourth quarter 2011 FFO (funds from operations) of $154.4 million or 83 cents per share compared with $85.1 million or 61 cents in the year-earlier quarter. Fund from operations, a widely used metric to gauge the performance of REITs, is obtained after adding depreciation and amortization and other non-cash expenses to net income.

During fiscal 2011, Health Care raised over $4 billion capital from debt and equity offering, including $700 million in fourth quarter 2011. At year-end 2011, the company had cash and cash equivalents of $163.5 million and total debt of $7.2 billion.

Health Care is a real estate investment trust (:REIT) that invests across the full spectrum of senior housing and health care real estate properties. Headquartered in Toledo, Ohio, Health Care REIT also provides an extensive array of property management and development services.

Health Care currently retains a Zacks #3 Rank, which translates into a short-term Hold rating. We are also maintaining our long-term Neutral recommendation on the stock. One of its competitors, HCP Inc. (HCP), currently has a Zacks #3 Rank.

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Health Management Associates Appoints Paul Hurst as Senior Vice President of Government Relations

Mon, Jan 30, 2012, 4:49 PM EST - U.S. Markets closed

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TMG Health Names New Senior Director of Cross-Functional Operations

KING OF PRUSSIA, Pa., Jan. 12, 2012 /PRNewswire/ -- TMG Health, the leading national provider of expert solutions for government-sponsored health plans, announces the appointment of Roger Nawrocki as Senior Director of Cross-Functional Operations.  Based in the company's National Operations Center in Dunmore, Pa., Nawrocki is responsible for assisting the Operations management team in achieving more superior performance, cost efficiency, compliance and customer satisfaction.

(Logo:  http://photos.prnewswire.com/prnh/20110830/PH59742LOGO )

"I am excited to join TMG Health. The company has an excellent track record in serving its clients in the Medicare Advantage, Part D and Managed Medicaid market," Nawrocki said. "By refining the collaborative delivery processes and initiatives between clients, operations and all of the Business Units in the TMG Health enterprise, we can enhance our business administration capabilities to build upon the government-focused solutions, best practices and expertise that have been the cornerstone of our success."

Joseph Rampone, Senior Vice President of Operations, expressed his confidence in Nawrocki. "I am pleased to welcome Roger to the TMG Health team. Roger has extensive operational and management experience, so I am confident that he will augment our leadership efforts to further hone our functional processes, technologies, reporting capabilities and internal controls," Rampone stated.

Nawrocki brings more than 20 years of health industry experience to TMG Health. His expertise in the healthcare market includes managing operations administration and related technical functions and personnel. His experience spans Membership/Enrollment, Billing, Claims, Customer Service and Business Support Services, including project and vendor management, process improvement and system lifecycle support.

Nawrocki was most recently employed as the Senior Director of Operations and Technical Support at CareFirst Blue Cross and Blue Shield of Maryland where he led National and Large Group business processes and the development of system and operational capabilities.

Prior to his work at CareFirst, Nawrocki served as Assistant Vice President of Operations Support at NYLCare Health and, prior to that, spent more than a decade in Operations at Horizon Blue Cross Blue Shield of New Jersey as Director of Federal Employee Programs, Corporate Accounts and Medicare Part A.

Nawrocki holds a bachelor's degree in Management Science from Kean University, Union, N.J.

About TMG Health
TMG Health is the leading national provider of expert solutions for Government-Sponsored health plans. TMG Health offers an innovative suite of technology-enabled services to a growing number of health plans, provider-sponsored plans, and self-sponsored employers in the Medicare Advantage, Part D, and Medicaid Managed Care markets.

A subsidiary of Health Care Service Corporation (HCSC), the largest customer-owned health insurer in the United States, TMG Health has consistently been recognized as the number one provider of BPO services to the government health plan market by the Brown Wilson Group's well-regarded guide, "The Black Book of Outsourcing."

Visit www.tmghealth.com to learn more about TMG Health.

Contact:

Kim Rollman
TMG Health
Marketing Coordinator
Phone:  570-903-5198
krollman@tmghealth.com

View the original article here

TMG Health Names New Senior Director of Cross-Functional Operations

KING OF PRUSSIA, Pa., Jan. 12, 2012 /PRNewswire/ -- TMG Health, the leading national provider of expert solutions for government-sponsored health plans, announces the appointment of Roger Nawrocki as Senior Director of Cross-Functional Operations.  Based in the company's National Operations Center in Dunmore, Pa., Nawrocki is responsible for assisting the Operations management team in achieving more superior performance, cost efficiency, compliance and customer satisfaction.

(Logo:  http://photos.prnewswire.com/prnh/20110830/PH59742LOGO )

"I am excited to join TMG Health. The company has an excellent track record in serving its clients in the Medicare Advantage, Part D and Managed Medicaid market," Nawrocki said. "By refining the collaborative delivery processes and initiatives between clients, operations and all of the Business Units in the TMG Health enterprise, we can enhance our business administration capabilities to build upon the government-focused solutions, best practices and expertise that have been the cornerstone of our success."

Joseph Rampone, Senior Vice President of Operations, expressed his confidence in Nawrocki. "I am pleased to welcome Roger to the TMG Health team. Roger has extensive operational and management experience, so I am confident that he will augment our leadership efforts to further hone our functional processes, technologies, reporting capabilities and internal controls," Rampone stated.

Nawrocki brings more than 20 years of health industry experience to TMG Health. His expertise in the healthcare market includes managing operations administration and related technical functions and personnel. His experience spans Membership/Enrollment, Billing, Claims, Customer Service and Business Support Services, including project and vendor management, process improvement and system lifecycle support.

Nawrocki was most recently employed as the Senior Director of Operations and Technical Support at CareFirst Blue Cross and Blue Shield of Maryland where he led National and Large Group business processes and the development of system and operational capabilities.

Prior to his work at CareFirst, Nawrocki served as Assistant Vice President of Operations Support at NYLCare Health and, prior to that, spent more than a decade in Operations at Horizon Blue Cross Blue Shield of New Jersey as Director of Federal Employee Programs, Corporate Accounts and Medicare Part A.

Nawrocki holds a bachelor's degree in Management Science from Kean University, Union, N.J.

About TMG Health
TMG Health is the leading national provider of expert solutions for Government-Sponsored health plans. TMG Health offers an innovative suite of technology-enabled services to a growing number of health plans, provider-sponsored plans, and self-sponsored employers in the Medicare Advantage, Part D, and Medicaid Managed Care markets.

A subsidiary of Health Care Service Corporation (HCSC), the largest customer-owned health insurer in the United States, TMG Health has consistently been recognized as the number one provider of BPO services to the government health plan market by the Brown Wilson Group's well-regarded guide, "The Black Book of Outsourcing."

Visit www.tmghealth.com to learn more about TMG Health.

Contact:

Kim Rollman
TMG Health
Marketing Coordinator
Phone:  570-903-5198
krollman@tmghealth.com

View the original article here