Tennessee firm makes higher bid for River Region|[03/23/07]

Published 12:00 am Friday, March 23, 2007

A Tennessee company has submitted a higher bid for the company that owns River Region Health Systems in Vicksburg, knocking other investors out of the picture.

Community Health Systems of Franklin, Tenn., has made a binding offer of $54 per share in cash to acquire Triad Hospitals, based in Plano, Texas.

The cash deal, if consummated, will be for $6.8 billion, including $1.7 billion of existing Triad debt.

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The merger would create the largest publicly traded hospital company in the United States, but initial reaction by investors has been negative.

The combined company would own or operate approximately 130 hospitals in 28 states, with a total bed count of more than 18,700.

As with the Triad board’s previous plan to sell announced on Feb. 6, no operational effect was expected here, where River Region operates Vicksburg’s only inpatient hospital, two large multispecialty outpatient clinics and several other health-related businesses.

The previous offer was also a cash deal, but would have taken the company off the stock market and into private ownership.

That offer was $6.4 billion, which includes $1.7 billion in Triad debt, or $50.25 per share.

It was by affiliates of CCMP Capital Advisors and GS Capital Partners, derivatives of the Goldman Sachs investment firm.

News of the initial deal sent Triad stock up 15 percent to within 50 cents of the guaranteed price. News of the higher offer also sent the stock up, trading for $52.25 per share this morning after being as low as $34.66 in the past year.

However, the offer by Community Health Services has sent that company’s stock down, largely due to speculation the company is taking on too much debt.

Credit-ratings agency Standard & Poor’s Ratings Services has placed the company’s corporate credit rating on watch with negative implications.

The rating is &#8220BB-” a below-investment grade rating that is the highest junk-bond rating. A plus or minus indicates the ratings position within a category.

&#8220Although the transaction is still subject to regulatory and shareholder approvals, Community has indicated that if the transaction goes through as expected, the company will issue a significant amount of new debt that we believe will substantially weaken its financial profile,” S&P said in a statement. &#8220We will review the financing plans before resolving the CreditWatch status.”

Community Health stock was down to about $33.50 per share after having been as high as $39.18 in the past year.

Its board members, as well as those of Triad, were confident. &#8220This is a strategic growth opportunity for CHS,” said Wayne T. Smith, chairman, president and CEO of Community Health. &#8220This deal will substantially increase CHS’ overall scale and enhance its geographic diversity. The two companies have similar values and we are excited about the 54 Triad hospitals and the addition of six new states to our portfolio. This acquisition complements our rural strategy by adding midsize markets in great locations and we look forward to working with the talented and experienced management professionals throughout the Triad organization.”

&#8220The transaction with CHS validates Triad’s strategy and I am proud of the value this brings to our shareholders. We look forward to working to ensure a smooth transition for our communities,” said James D. Shelton, Chairman and CEO of Triad.

Community Health before the merger owns, leases or operates 77 hospitals in 22 states.

Before the initial sale announcement, Triad had been under intense questioning by shareholders, some of whom had been complaining that returns on their investments were not keeping pace with other health-care companies.

As owner of River Region, Triad had succeeded Quorum Inc., based in Nashville. Quorum had acquired the former Mercy Regional Medical Center from the Religious Sisters of Mercy of St. Louis and changed the name to ParkView Regional Medical Center.

Before the new hospital was built five years ago, Quorum had also merged with Vicksburg Medical Center and Vicksburg Clinic, which had been privately owned by local physicians before being sold to Columbia HCA.