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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: April 20, 1999
(Date of earliest event reported)
HELLER FINANCIAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-6157 36-1208070
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(Commission File Number) (IRS Employer Identification Number)
500 West Monroe Street, Chicago, Illinois 60661
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(Address of principal executive offices) (Zip Code)
(312) 441-7000
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(Registrant's telephone number, including area code)
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Item 5. Other Events
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On April 20, 1999, Heller Financial, Inc. (the "Registrant") issued a press
release announcing the acquisition of HealthCare Financial Partners, Inc. for
$35.00 per share in a stock and cash transaction. A copy of the press release is
attached.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
99 Heller Financial, Inc. - Press Release
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: April 20, 1999
HELLER FINANCIAL, INC.
By: /s/ Lauralee E. Martin
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Lauralee E. Martin
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Sequentially
Number Numbered Pages
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99 Heller Financial, Inc. - Press Release 4-5
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Heller Financial to Acquire HealthCare Financial Partners for $35.00 per Share
in a Stock and Cash Transaction
(Chicago, April 19, 1999): Heller Financial, Inc. (NYSE: HF) and HealthCare
Financial Partners, Inc. (NYSE: HCF) jointly announced today that the two
companies have reached a definitive agreement pursuant to which Heller will
acquire HealthCare Financial Partners for $35.00 per share in a stock and cash
transaction. The closing of the transaction is anticipated to occur in July,
1999, subject to receipt of customary regulatory approvals, approval by
HealthCare Financial Partners' shareholders, and approval by Heller's Board of
Directors, which is anticipated on Wednesday, April 21.
The total purchase price will equal approximately $483 million, of which
41% will be in the form of Heller common stock and 59% will be in cash. The
stock portion of the purchase price will be tax free to HCF's shareholders.
Formed in 1993, HealthCare Financial Partners is a rapidly growing commercial
finance company exclusively focused on providing secured financing to small- and
mid-sized healthcare providers throughout the U.S. The Chevy Chase, MD company
had total assets of $533 million at March 31, 1999.
"We are very excited about the acquisition of HealthCare Financial," said
Richard J. Almeida, Chairman and Chief Executive Officer of Heller. "The
transaction makes Heller the leading provider of financing to small and middle-
market healthcare companies and brings to Heller an outstanding management team
with a demonstrated track record of delivering substantial growth and
profitability. This acquisition is an important strategic expansion of Heller's
domestic commercial finance business and gives us unmatched access to the
dynamic healthcare sector."
HealthCare Financial Partners will become one of Heller's major domestic
business units. When combined with Heller's existing healthcare finance
activities, the unit will have loan commitments in excess of $900 million, over
260 client relationships and comprehensive product capabilities covering working
capital, acquisition, cash flow, equipment and real estate financing. John
Delaney, Chairman and Chief Executive Officer of HealthCare Financial will
become a Group President of Heller and will assume management responsibility for
the unit. Delaney will be joined by the other members of the HealthCare
Financial Partners management team, who have also agreed to join Heller. Heller
expects the transaction to be neutral to modestly accretive to earnings per
share in 1999 and significantly accretive in 2000.
Mr. Delaney said, "The combination with Heller is a superior outcome for
our shareholders, employees and customers. It allows HealthCare Financial
Partners to further accelerate its dynamic growth by giving our business a
substantially stronger balance sheet, lower cost of funds and access to Heller's
real estate, cash flow and equipment finance capabilities within the healthcare
market segment. Both HealthCare Financial Partners and Heller provide
sophisticated commercial finance to growing companies, and we therefore believe
the fit between the two companies is extraordinary. We share a common operating
philosophy, and anticipate product synergies which will allow the combined
business to continue building a very significant and lasting competitive
advantage. Finally, we believe that this transaction creates significant
shareholder value, as Heller's stock, in our opinion, is very attractively
valued compared to its peers."
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The transaction will involve the issuance of approximately 7.6 million
shares by Heller. The final number of shares to be issued will be based on the
average closing price of Heller's common stock during 10 trading days shortly
before closing, subject to both a minimum and a maximum stock price.
HealthCare Financial Partners, Inc. is a specialty finance company offering
asset-based and related financing to healthcare providers with a primary focus
on clients operating in sub-markets of the healthcare industry, including long-
term care, hospitals, and physician practices. HealthCare Financial Partners
also provides asset-based financing to clients in other sub-markets of the
healthcare industry, including pharmacies, durable medical equipment suppliers,
home healthcare, mental health providers, contract research organizations, and
other providers of finance and management services to the healthcare industry.
HealthCare Financial Partners targets small and middle market healthcare service
providers with financing needs in the $100,000 to $30 million range in
healthcare sub-markets which have favorable characteristics for working capital
financing, such as those where growth, consolidation or restructuring appear
likely in the near to medium term.
Heller Financial, Inc. is a worldwide commercial finance company providing
a broad range of financing solutions to middle-market and small business
clients. With $14 billion in owned and managed assets, Heller offers equipment
financing and leasing, vendor and sales finance programs, factoring and working
capital loans, collateral- and cash flow-based financing, and financing for
commercial real estate. The Company also offers trade finance, factoring, asset-
based lending, leasing and vendor finance products and programs to clients in
Europe, Asia, Australia and Latin America. Heller's common stock is listed as
"HF" on the New York and Chicago Stock Exchanges.
Certain statements made herein are or may be deemed to be forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. No assurances can be given
that any predicted results will actually be achieved and actual results could
differ materially from those predicted as the result of the factors discussed in
the Company's periodic reports filed with the Securities and Exchange
Commission.
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