UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 9, 2007
CHEMED CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-8351 31-0791746
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
2600 Chemed Center, 255 East 5th Street, Cincinnati, OH 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(513) 762-6900
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
230.425)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange
Act (17 CFR 230.425)
[_] Pre-commencement communications pursuant to Rule 13e-4 (c) under Exchange
Act (17 CFR 230.425)
Page 1 of 2
Item 8.01 Other Events
On May 9, 2007 Chemed Corporation ("We") issued a press release announcing
the pricing of our $180 million aggregate principal amount of senior convertible
notes due 2014 ("Notes") in a private offering to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended. We also
granted the initial purchasers an option to purchase an additional $20 million
aggregate principal amount of such Notes. Subject to customary conditions, the
offering is expected to close on May 14, 2007.
The Notes will pay interest at a rate of 1.875% per annum and will be
convertible upon satisfaction of certain conditions. The Notes will be
convertible into cash up to the principle amount of the Notes and, with respect
to any excess, into shares our capital stock at an initial conversion rate of
12.3874 shares of capital stock per $1,000 principal amount of the Notes
(equivalent to a conversion price of $80.73 per share).
In connection with the offering, we have entered into convertible note
hedge transactions and separate warrant transactions with affiliates of the
initial purchasers. The convertible note hedge and warrant transactions increase
the effective conversion price of the notes to over $105 per share.
A copy of the press release is filed herewith as Exhibit 99.
Item 9.01 Financial Statements and Exhibits
c) Exhibit
(99) Registrant's press release dated May 9, 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
CHEMED CORPORATION
Dated: May 9, 2007 By: /s/ Arthur V. Tucker, Jr.
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Arthur V. Tucker, Jr.
Vice President and Controller
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Exhibit 99
Chemed Corporation Announces Pricing of Offering
of $180 Million Senior Convertible Notes
CINCINNATI--(BUSINESS WIRE)--May 9, 2007--Chemed Corporation
"Chemed" (NYSE:CHE) today announced the pricing of its $180 million
aggregate principal amount of senior convertible notes due 2014 (the
"Notes") in a private offering to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"). The Company also granted the initial
purchasers an option to purchase an additional $20 million aggregate
principal amount of such Notes. Subject to customary conditions, the
offering is expected to close on May 14, 2007.
The Notes will be unsecured, unsubordinated obligations of the
Company, will pay interest semi-annually at a rate of 1.875% per
annum, and will be convertible upon satisfaction of certain
conditions. The Notes will be convertible into cash up to the
principal amount of the Notes and, with respect to any excess
conversion value, into shares of the Company's capital stock. The
Notes will have an initial conversion rate of 12.3874 shares of
capital stock per $1,000 principal amount of the Notes. This
represents an initial conversion price (which is subject to adjustment
in certain circumstances) of approximately $80.73 per share,
representing a 22.5% conversion premium based on the closing price of
$65.90 per share on May 8, 2007. Holders of the Notes will have the
right to require the Company to repurchase for cash all or some of
their Notes upon the occurrence of certain events. The Company
estimates that the net proceeds from the offering will be
approximately $174 million, after deducting estimated discounts and
expenses. The Notes will mature on May 15, 2014.
In connection with the offering, the Company has entered into
convertible note hedge transactions with affiliates of the initial
purchasers of the Notes (the "hedge counterparties") and intends to
use a portion of the net proceeds from this offering to pay for the
cost of the convertible note hedge transactions. The Company has also
entered into separate warrant transactions with the hedge
counterparties, which have partially offset the cost of the
convertible note hedge transactions. The convertible note hedge and
warrant transactions increase the effective conversion price of the
notes to over $105.00 per common share. In connection with the
convertible note hedge and warrant transactions, the hedge
counterparties have advised the Company that they or their affiliates
expect to enter into various derivative transactions with respect to
the capital stock of the Company, concurrently with or shortly
following pricing of the Notes. These activities could have the effect
of increasing or preventing a decline in the price of the capital
stock of the Company concurrently or following the pricing of the
Notes. In addition, the hedge counterparties or their affiliates may
from time to time, following the pricing of the Notes, enter into or
unwind various derivative transactions with respect to the capital
stock of the Company and/or purchase or sell capital stock of the
Company in secondary market transactions. These activities could have
the effect of decreasing the price of the capital stock of the Company
and could affect the price of the Notes during any averaging period
related to the conversion of Notes.
In addition, concurrent with the issue of the Notes, the Company
is repurchasing approximately 1.3 million shares of its capital stock
in negotiated transactions with institutional investors amounting to
approximately $86 million. The repurchase price of the shares is
$65.90 per share, the closing price of the Company's capital stock on
May 8, 2007.
The Company anticipates that approximately $14 million of the
remaining net proceeds of the offering will be used within
approximately 30 days after the issue of the Notes for additional
purchases of its capital stock in the open market or in negotiated
transactions. The balance of the net proceeds will be used to repay
borrowings under its revolving credit facility.
If the initial purchasers exercise their over-allotment option, or
if the Company otherwise has proceeds remaining, the Company may use a
portion of the additional net proceeds for general corporate purposes,
or to enter into additional convertible note hedge transactions, or to
repurchase additional shares of its capital stock in the open market
or in negotiated transactions.
The Notes and the shares of capital stock issuable upon conversion
of the Notes will not be registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act.
This announcement does not constitute an offer to sell or the
solicitation of offers to buy any security and shall not constitute an
offer, solicitation or sale of any security in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
Statements in this press release or in other Chemed communications
may relate to future events or Chemed's future performance. Such
statements are forward-looking statements and are based on present
information Chemed has related to its existing business circumstances.
Investors are cautioned that such forward-looking statements are
subject to inherent risk that actual results may differ materially
from such forward-looking statements. Further, investors are cautioned
that Chemed does not assume any obligation to update forward-looking
statements based on unanticipated events or changed expectations.
CONTACT: Chemed Corporation
David P. Williams, 513-762-6901