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EXHIBIT 99
For Further Information:
Investor Contact: Deborah Abraham
(203) 459-6674
Media Contact: Maria Gordon-Shydlo
(203) 459-7674
FOR IMMEDIATE RELEASE
OXFORD HEALTH PLANS, INC. COMPLETES $220 MILLION TPG EXCHANGE AND
REPURCHASE AGREEMENT AND RELATED SENIOR BANK FACILITIES
TRUMBULL, Conn., Dec. 26 Oxford Health Plans, Inc. (Nasdaq:OXHP) announced that
it has completed its obligations under the TPG Exchange and Repurchase Agreement
with Texas Pacific Group ( "TPG ") and other investors (the "TPG" Agreement)
previously announced on October 25, 2000, and has successfully closed the
related senior bank facilities.
Under the terms of the TPG Agreement, the Company paid $220 million to TPG and
other investors for (i) certain preferred stock and (ii) warrants for 11,543,545
common shares. TPG and other investors simultaneously exchanged their remaining
preferred stock and remaining warrants for 10,986,455 newly issued shares of
common stock. As previously announced, the Company will record a non-cash
write-off of unamortized preferred stock discount and unamortized expenses of
approximately $38 million in the fourth quarter. With the closing of this
transaction, the 1998 Investment Agreement between TPG and Oxford has been
terminated. Additionally, pursuant to a Lock-up Agreement, TPG and other
investors agreed not to sell the newly issued common shares until after February
15, 2001.
The Company also announced that it has completed the closing of new senior bank
credit facilities totaling $250 million. The credit facilities consist of a $175
million 5 1/2 year Term Loan which was used to fund the closing, and a 5 year
$75 million Revolving Credit Facility, which was not drawn at closing. "These
transactions, together with the successful completion of our Senior Note tender
announced last week, conclude our efforts to repurchase or restructure the
turnaround financing obtained in 1998. We have significantly improved our
capital structure and strengthened our balance sheet as we enter 2001", said
Kurt B. Thompson, Oxford's Chief Financial Officer.
Founded in 1984, Oxford Health Plans, Inc. provides health plans to employers
and individuals in New York, New Jersey and Connecticut, through its direct
sales force, independent insurance agents and brokers. Oxford's services include
traditional health maintenance organizations, point-of-service plans, third
party administration of employer-funded benefit plans and Medicare plans.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This press release contains statements which are forward-looking statements
within the meaning of applicable federal securities laws and are based upon the
Company's current expectations and assumptions which are subject to a number of
risks and uncertainties which could cause actual results to materially differ
from those anticipated. A discussion of those risks and uncertainties is
included in the discussion under the caption "Business -- Cautionary Statement
Regarding Forward-Looking Statements" in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1999 and under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Cautionary Statement Regarding Forward-Looking Statements" in the
Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 2000,
June 30, 2000 and September 30, 2000.
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