Simpson Thacher represented Vanguard Health Systems, Inc. (“Vanguard”), a portfolio company of The Blackstone Group L.P., in connection with private placement offerings, including registration rights for investors, of $350.0 million aggregate principal amount of 7.750% Senior Notes due 2019 (the “Senior Notes”) issued by 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 “Senior Notes Issuers”) and of $747,219,000 aggregate principal amount at maturity (generating approximately $444.7 million in gross proceeds) of its 10.375% Senior Discount Notes due 2016 (the “Senior Discount Notes”), each conducted in reliance on Rule 144A and Regulation S.
The Senior Notes Issuers intend to use the net proceeds from the Senior Notes offering for general corporate purposes, including acquisitions, and the related transaction fees and expenses of both notes offerings. Vanguard intends to use the proceeds from the Senior Discount Notes offering to pay a dividend to its equity holders.
Vanguard owns and operates acute care and specialty hospitals, complementary outpatient facilities and related health plans located in national urban and suburban markets.
The Simpson Thacher team included: Risë Norman, Dora Jimenez and David Eshmoili (Securities), Alden Millard (Credit), Tony King (M&A), Sean Austin and Amie Broder (Tax), Brian Robbins, Jeanne Annarumma and Mike Richman (Executive Compensation and Employee Benefits), Michael Isby and Timothy Mulvihill (Environmental), Scott Dyer (Labor), Meryl Rosen (Antitrust) and Mindy Lok (Intellectual Property). Paralegal John Oberbeck provided valuable assistance.