GHCI Genesis Healthcare Corp (MM)

NEW YORK, June 21 /PRNewswire/ -- GEN Acquisition Corp. ("GEN Acquisition") announced today that in connection with its previously announced cash tender offers and consent solicitations it had received, as of midnight, New York City time, on June 20, 2007, tenders and consents from holders of over 99.5% of the outstanding principal amount of the 8% Senior Subordinated Notes due 2013 (CUSIP Nos. 37184DAC5 and 37184DAA9) (the "8% Notes") and tenders and consents from holders of over 99.9% of the outstanding principal amount of the 2.5% Convertible Senior Subordinated Debentures due 2025 (CUSIP Nos. 37184DAE1 and 37184DAD3) (the "2.5% Notes" and together with the 8% Notes, the "Notes"), issued by Genesis HealthCare Corporation ("GHC") (NASDAQ:GHCI). Accordingly, the required consents have been received with respect to each of the 8% Notes and the 2.5% Notes to eliminate substantially all of the restrictive covenants and certain events of default included in the indentures under which the Notes were issued. The supplemental indentures relating to the Notes containing the proposed amendments have been executed by GHC and the trustee under the indentures. These amendments will become effective only upon acceptance for purchase of at least the required amount of each of the 8% Notes and the 2.5% Notes with respect to which the required consents have been received. In accordance with the terms of the Tender Offer Documents, tendered Notes may no longer be withdrawn and delivered consents may no longer be revoked, unless the tender offers are terminated without any Notes being purchased or GEN Acquisition is required by law to permit withdrawal or revocation. Holders who have not yet tendered their Notes may tender them prior to midnight, New York City time, on July 5, 2007, unless the tender offers are extended or earlier terminated by GEN Acquisition. The tender offers and consent solicitations are being made solely on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated June 7, 2007, and the accompanying Letter of Transmittal and Consent, as amended and supplemented by GEN Acquisition's press release dated June 20, 2007 and this press release (the "Tender Offer Documents"). Capitalized terms not otherwise defined in this press release have the meanings given to them in the Tender Offer Documents. The tender offers are being made in connection with the agreement and plan of merger dated as of January 15, 2007, as amended, among GEN Acquisition, GHC and GEN Acquisition's parent, FC-GEN Acquisition, Inc. ("Parent"), that provides for the merger of GEN Acquisition with and into GHC, with GHC being the surviving corporation in the merger (the "Acquisition"). GEN Acquisition and Parent are owned by affiliates of Formation Capital, LLC and affiliates of JER Partners, which is the private equity investment group affiliated with J.E. Robert Company, Inc. GEN Acquisition reserves the right to terminate, withdraw or amend the tender offers and consent solicitations at any time, subject to applicable law. GEN Acquisition's tender offers are subject to the conditions set forth in the Tender Offer Documents, including, without limitation, the consummation of the Acquisition, the receipt of the financing necessary to pay for the Notes and the receipt of the requisite consents in accordance with the terms of the tender offers and consent solicitations. Although it is currently envisaged that the tender offers will be run concurrently, each tender offer is a separate and distinct offer. The timing and other terms and conditions of each tender offer may be amended with or without corresponding amendments to the other tender offer. GEN Acquisition has retained UBS Investment Bank to act as Dealer Manager in connection with the tender offers and consent solicitations. Questions about the tender offers and consent solicitations may be directed to the Liability Management Group of UBS Investment Bank at (888) 722-9555 x4210 (toll free) or (203) 719-4210 (collect). Copies of the Tender Offer Documents and other related documents may be obtained from Innisfree M&A Incorporated, the information agent for the tender offers and consent solicitations, at (888) 750-5834 (noteholders call toll-free) or (212) 750-5833 (banks and brokers call collect). The tender offers and consent solicitations are being made solely by means of the Tender Offer Documents. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of GHC. It also is not a solicitation of consents to the proposed amendments to the indentures. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful. Forward Looking Statements Certain statements in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements may be identified by the words "believe," "expect," "anticipate," "project," "plan," "estimate," "will" or "intend" and similar expressions. The forward-looking statements contained herein reflect our current views with respect to future events and are based on our currently available financial, economic and competitive data and on current business plans. Actual results could vary materially depending on risks and uncertainties that may affect GEN Acquisition's business and operations and other factors. These forward-looking statements speak only as of the date on which the statements were made and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as otherwise required by law. About Formation and JER Formation Capital is a private equity firm in the senior housing and long- term care industry. Over the past five years Formation Capital has completed over $1.5 billion of acquisitions in the sector and provides asset management services to over 250 facilities nationwide. For more information on Formation Capital, please visit http://www.formationcapital.com/. JER Partners is the private equity investment arm of J.E. Robert Companies, a real estate investment management company with more than 25 years of experience in sourcing, underwriting and managing a broad spectrum of real estate equity investments and debt products in North America and Europe. JER has completed over $1.1 billion of acquisitions in the senior housing sector. JER's primary investments are in office, hospitality, retail, multi-family, healthcare-related real estate and industrial properties. Other areas of investment include commercial mortgage-backed securities ("CMBS") and mezzanine financing. For more information on JER, please visit http://www.jer.com/. DATASOURCE: GEN Acquisition Corp. CONTACT: Innisfree M&A Incorporated, Banks and Brokers, +1-212-750-5833, or All Others Call Toll Free, +1-888-750-5834 Web site: http://www.jer.com/ http://www.formationcapital.com/

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