Encompass Health Corporation Announces Extension of Consent Solicitation of Holders of its 4.500% Senior Notes due 2028, 4.750% Senior Notes due 2030 and 4.625% Senior Notes due 2031

Rhea-AI Summary

Encompass Health Corporation (NYSE: EHC) has extended the solicitation of consents from holders of its Senior Notes due 2028, 2030, and 2031. The expiration for the consent solicitation is now set for January 24, 2022, at 5:00 p.m. New York City time. Holders who have already delivered their consents do not need to take further action. The company reserves the right to modify or terminate the solicitation at any time. Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are the solicitation agents, while Global Bondholder Services Corporation is serving as the information agent.

Positive

• The extension of the consent solicitation may provide additional time for bondholders to respond, potentially leading to higher participation.
• No significant changes were made to the terms and conditions of the consent solicitation, maintaining stability.

Negative

• The need to extend the consent solicitation might indicate a lack of sufficient support from bondholders, which could affect market confidence.
• The announcement does not provide additional incentives for bondholders to consent, which may limit engagement.

BIRMINGHAM, Ala., Jan. 13, 2022 /PRNewswire/ -- Encompass Health Corporation ("Encompass Health" or the "Company") (NYSE: EHC), a national leader in integrated healthcare, offering facility-based and home-based patient care through its network of inpatient rehabilitation hospitals and home health and hospice agencies, today announced the extension of its solicitation of consents (the "Consent Solicitation") from the holders of its 4.500% Senior Notes due 2028, 4.750% Senior Notes due 2030 and 4.625% Senior Notes due 2031 (collectively, the "Notes") to certain proposed amendments (the "Proposed Amendments") described in the Consent Solicitation Statement, dated December 9, 2021 (as previously amended on December 16, 2021, as amended hereby and as may be further amended or supplemented from time to time, the "Statement") to the indenture governing the Notes (the "Indenture"). The Consent Solicitation is being made in accordance with the terms and subject to the conditions stated in the Statement.

The expiration time for the Consent Solicitation with respect to the Notes is being extended to 5:00 p.m., New York City time, on January 24, 2022, unless further extended or earlier terminated by the Company.

Except as described above, all other terms and conditions of the Consent Solicitation as set forth in the Statement remain unchanged and in effect. Holders of the Notes who have validly delivered their consents with respect to the Proposed Amendments do not need to deliver new consents or take any other action in response to this announcement in order to consent to the Proposed Amendments. Consents (whether previously or hereafter delivered) with respect to the Notes may only be revoked in the manner described in the Statement.

Encompass Health reserves the right to modify the Statement and the terms and conditions of the Consent Solicitation or to terminate the Consent Solicitation at any time.

Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are the solicitation agents in the Consent Solicitation and Global Bondholder Services Corporation has been retained to serve as the information and tabulation agent. Persons with questions regarding the Consent Solicitation should contact Citigroup Global Markets Inc. at (toll free) +1 (800) 558-3745 or (collect) +1 (212) 723-6106 or by e-mail at ny.liabilitymanagement@citi.com and Goldman Sachs & Co. LLC at (toll free) +1 (800) 828-3182 or (collect) +1 (212) 902-5962 or by e-mail at GS-LM-NYC@gs.com. Requests for the Statement should be directed to Global Bondholder Services Corporation, at (toll free) +1 (866) 470-3700, (banks and brokers) +1 (212) 430-3774, by facsimile (for Eligible Institutions only) at +1 (212) 430-3775/3779 or by e-mail to contact@gbsc-usa.com.

None of the Company, the solicitation agents, the information and tabulation agent and the indenture trustee or any of their respective affiliates is making any recommendation as to whether holders of the Extended Solicitation Notes should deliver consents in response to the Consent Solicitation. Holders must make their own decisions as to whether to deliver consents.

This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or otherwise. The Consent Solicitation is being made solely through the Statement referred to above and related materials. The Consent Solicitation is not being made to holders of the Notes in any jurisdiction in which the Company is aware that the making of the Consent Solicitation would not be in compliance with the laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Consent Solicitation to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be made on the Company's behalf by the solicitation agents or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. Neither the Statement nor any documents related to the Consent Solicitation have been filed with, and have not been approved or reviewed by, any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Statement or any documents related to the Consent Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary.

About Encompass Health
As a national leader in integrated healthcare services, Encompass Health (NYSE: EHC) offers both facility-based and home-based patient care through its network of inpatient rehabilitation hospitals, home health agencies and hospice agencies. With a national footprint that includes 145 hospitals, 251 home health locations, and 96 hospice locations in 42 states and Puerto Rico, the Company provides high quality, cost-effective integrated healthcare. Encompass Health is ranked as one of Fortune's 100 Best Companies to Work For. For more information, visit encompasshealth.com, or follow us on our newsroom, Twitter, Instagram and Facebook.

Forward-Looking Statements
Statements contained in this press release which are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, Encompass Health, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein. All such estimates, projections, and forward-looking information speak only as of the date hereof, and Encompass Health undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise. Such forward-looking statements are necessarily estimates based upon current information, and involve a number of risks and uncertainties about Encompass Health's business plans and strategies, and actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those factors which may be identified from time to time in Encompass Health's SEC filings and other public announcements, including Encompass Health's current reports on Form 8-K, quarterly reports on Form 10-Q and its latest annual report on Form 10-K for the year ended December 31, 2020. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions.

Media contact: Casey Winger | 205-970-5912
casey.winger@encompasshealth.com

Investor Relations contact: Mark Miller | 205-970-5860
mark.miller@encompasshealth.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/encompass-health-corporation-announces-extension-of-consent-solicitation-of-holders-of-its-4-500-senior-notes-due-2028--4-750-senior-notes-due-2030-and-4-625-senior-notes-due-2031--301460183.html

SOURCE Encompass Health Corp.

FAQ

What is the new expiration date for Encompass Health's consent solicitation?

The new expiration date for the consent solicitation is January 24, 2022, at 5:00 p.m. New York City time.

What types of Senior Notes are included in the consent solicitation by Encompass Health?

The consent solicitation includes 4.500% Senior Notes due 2028, 4.750% Senior Notes due 2030, and 4.625% Senior Notes due 2031.

Who are the solicitation agents for Encompass Health's consent solicitation?

Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are the solicitation agents for the consent solicitation.

Do bondholders need to act again if they have already delivered their consents for the proposed amendments?

No, bondholders who have already delivered their consents do not need to take further action in response to the announcement.

Can Encompass Health modify the consent solicitation terms?

Yes, Encompass Health reserves the right to modify the Statement and the terms and conditions of the consent solicitation at any time.