Company News

Apr 11th, 2013 - Four Seasons Health Care acquires Optimum Care

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Four Seasons Health Care ("Four Seasons"), the UK’s leading independent health and social care provider, has acquired Optimum Care, which operates 17 care homes.

Optimum Care, which was created in June 2007 with the backing of Graphite Capital, operates the homes under the Avery brand name. The 17 homes have a total of 1,213 beds and employ about 1,100 staff.

This is the first significant strategic addition to Four Seasons since it came under the ownership last year of Terra Firma, one of Europe’s leading private equity firms.

Guy Hands, Chairman and Chief Investment Officer of Terra Firma, said: "Terra Firma is committed to ensuring that Four Seasons delivers the highest standards of care. We welcome the Optimum homes into the Four Seasons family and look forward to them becoming an integral part of Four Seasons."

Dr. Pete Calveley, Chief Executive of Four Seasons, said: "With Terra Firma's support we have a new capability to develop our position as the leader in an independent sector that has an increasingly important role alongside the NHS and local authorities in provision of elderly health and social care. We are also determined to lead the sector for quality and value. These Optimum homes have a very good reputation that is well deserved and reflects the high quality of the assets."

John Strowbridge, Managing Director of Optimum, said: "This is an exciting time for Optimum. Over the past six years it has developed from one trading unit to a portfolio of premium care homes providing high quality care for the rapidly increasing elderly population. The business is now well placed to build on that success with the backing of Four Seasons and Terra Firma."

The transaction will not result in any noticeable change to the day-to-day operations of the homes, or for their residents or staff.

Feb 5th, 2013 - Four Seasons Health Care and unions sign joint recognition agreement

Four Seasons Health Care ("Four Seasons") together with the GMB, the Royal College of Nursing and UNISON are pleased to announce the signing of a land-mark voluntary joint recognition agreement. Four Seasons is the UK’s leading independent provider of health and social care services and the agreement covers more than 500 care homes, hospitals and specialised care centres employing more than 30,000 staff caring for more than 20,000 residents.

This is the first such voluntary joint agreement between a major independent care provider and the three unions. Under the agreement Four Seasons and its specialist care division, The Huntercombe Group, will recognise the joint unions for negotiation and consultation on a unit by unit basis.

Chief Executive of Four Seasons, Pete Calveley said: "We are committed to provide the highest standards of care for our residents and to set the sector bench-mark for quality and value. We are fully supported by our owners Terra Firma, who share this commitment and understand it is best achieved by having a well trained, stable and highly motivated workforce and good co-operative employee relations. These are the same objectives that our employees and the unions have."

Chairman of Four Seasons, Ian Smith said: "Terra Firma has given us a stable financial position, enabling us to focus on our long-term development as leader in an independent sector that has an increasingly important role, complementary to that of the NHS and local authorities, as our society adapts to the challenges of an ageing population. We share concerns with the unions about the future of care services, including a sector-wide shortage of experienced qualified nurses; how to make the care sector more attractive to good quality candidates and the constraints on public sector finances for funding of care. We believe that our joint commitment to promoting best quality of care for our residents and more widely throughout the sector provides a strong foundation for a constructive relationship."

Paul Kenny, GMB General Secretary, said: "This agreement is a new dawn paving the way for a whole new approach in the care home sector and setting the bench mark for the rest of the industry after a very unsettled few years. GMB members will welcome the agreement as GMB begins work with the company to find ways to secure the funding necessary to provide first class care from a committed and fairly rewarded workforce."

Royal College of Nursing Chief Executive & General Secretary, Dr Peter Carter, said: "The RCN welcomes this historic agreement and looks forward to working with Four Seasons to provide advice and support to our members in the workplace. We have always maintained that a partnership between employers and trade unions contributes to a better working environment and benefits everyone with better pay, terms and conditions and improved care andtreatment for clients. By working together we have an opportunity to have astronger voice on professional issues."

Dave Prentis, UNISON General Secretary, said: "I am pleased to be able to sign this important agreement which signals a positive commitment to partnership working. Four Seasons is a major employer across the UK and this agreement is key to boosting good employee relationships and delivering good quality care."

Further information:

Four Seasons Health Care Bob Mitchell 07976 514833 rmitchell@parys.com

Terra Firma Andrew Dowler 07887 607744 Andrew.Dowler@RLMFinsbury.com

GMB: Steve Pryle 07921 289880 press.office@gmb.org.uk

RCN Deepa Kerai 0207 6473637 Deepa.Kerai@rcn.org.uk

UNISON Mary Maguire 0207 1215463 M.Maguire@unison.co.uk

Notes

The requirement for elderly and specialist care provision is forecast to grow annually by 3.1% over the next 10 years driven by the needs of a growing elderly population. Most of this need will be met by the independent sector offering services that complement the NHS.

Four Seasons Health Care operates 445 care homes, in the UK, Isle of Man and Jersey. Its specialised services division,The Huntercombe Group, operates 61 hospitals and care centres and is a leading provider in the areas of adult, child and adolescent mental health, acquired brain injury, neurodisability, eating disorder and addictions and children with special needs.

GMB has 622,000 members working in every part of the economy including the care sector. Membership is growing and more than half are working women. More than half the members work for private sector employers. GMB is a recognised union for workers in some of the largest private sector employers in the world like ASDA Walmart, G4S and DHL. GMB is a recognised union in local government, schools, civil service, NHS and other parts of the public sector. Founded in 1889, GMB with 124 years experience representing people at work in every possible situation are experts in the world of work. GMB is a democratic organization controlled by its members. GMB is affiliated to the TUC, Scottish TUC, Irish Congress of Trade Unions and a range of international trade union bodies. GMB is a founding member of the Labour Party and its third largest affiliate. GMB supports 86 Westminster MP's as well as elected members in the European Parliament, the devolved assemblies in Scotland, Wales and Northern Ireland and in local councils.

The Royal College of Nursing (RCN) is the voice of nursing across the UK and is the largest professional union of nursing staff in the world. The RCN promotes the interests of nurses and patients on a wide range of issues and helps shape healthcare policy by working closely with the UK Government and other national and international institutions, trade unions, professional bodies and voluntary organisations.

UNISON is the UK’s largest public sector union with nearly 1.4 million members working in health care, local government, education, the utilities, environment and the police.

Sep 6th, 2012 - Four Seasons Health Care Appoints Chairman and Non-Executive Directors

Four Seasons Health Care, the UK’s largest independent elderly and specialist care provider, which was purchased by Terra Firma, a leading private equity firm, in July 2012, is delighted to announce the appointment of Ian Smith as Chairman. He will be joined on the board by Arjan Breure and Lorenzo Levi, both managing directors of Terra Firma, and by Lorcan Wood, a director of Terra Firma.

Ian Smith was previously Chief Executive of Reed Elsevier and of Taylor Woodrow and, from 2004 to 2006, of the private hospital company, General Healthcare Group.

Ian Smith said:

“I am excited about the opportunity to work with Pete Calveley and his team and to build further upon their success. Four Seasons is an excellent company and I look forward to playing my part in its development."

Pete Calveley, Chief Executive of Four Seasons Health Care, said:

“I am delighted to welcome Ian to the Four Seasons Health Care board and look forward to working with him. In addition to his outstanding record of achievement, Ian’s experience of running General Healthcare Group will be of real benefit to us.”

Guy Hands, Chairman and Chief Investment Officer of Terra Firma, said:

“Ian is an outstanding appointment as Chairman of Four Seasons. Terra Firma’s acquisition has provided Four Seasons with a much needed stable capital structure, and Ian will provide senior support to Four Seasons’ management to increase its ability to lead the sector in terms of quality of service.”

For further information:
Four Seasons Robert Mitchell (Parys Communications) + 44 (0)7976 514833
Terra Firma Andrew Dowler (Finsbury) + 44 (0)20 7251 3801

Jul 12th, 2012 - Terra Firma completes acquisition of Four Seasons Health Care

Terra Firma, a leading private equity firm, is pleased to announce the completion of the acquisition of Four Seasons, the UK’s largest independent elderly and specialist care provider.

The company is being acquired for a total consideration of up to £825 million which will be financed through a mixture of equity and new debt, with the debt being arranged by Goldman Sachs and Barclays.

Four Seasons is the largest independent provider in a £15 billion market in the UK. The Company operates 445 care homes, with 22,364 beds, and 61 specialist care centres, with 1,601 beds. Over the last few years, Four Seasons has led the sector in the development of higher dependency care services.

Commenting on today’s announcement, Guy Hands, Chairman and Chief Investment Officer of Terra Firma, said:

“Four Seasons’ debt has been very substantially reduced, bringing stability to the company. Terra Firma is committed to further investment in the business to achieve long-term sustainable growth.

“Our number one priority is to ensure that Four Seasons delivers consistent high-quality care and peace of mind for residents, service users and their families. With a stable capital structure and clear ownership, Four Seasons will be able to lead the sector in terms of quality of service.”

About Terra Firma

Terra Firma is a leading private equity firm which specialises in buy-outs of large, asset-rich and complex businesses. Terra Firma creates values for those businesses and its investors by delivering improved strategy, operations and management. Since being set up in 1994, Terra Firma has invested over €13 billion of equity and completed transactions with an aggregate enterprise value of €44 billion.

www.terrafirma.com

About Four Seasons

Four Seasons is the leading independent provider of health and social care in the UK. It operates 445 care homes and 61 hospitals and specialist units in the UK, Isle of Man and Jersey. It employs more than 30,000 staff caring for more than 20,000 residents.

During 2011 Four Seasons, increased its bed capacity by 40% by acquiring the business of Care Principles and taking over homes from Southern Cross Healthcare. Occupancy has continued to increase against the sector trend at circa 88%-89%. Four Seasons maintains a balance of freehold and leasehold properties, owning circa 60% of the facilities it operates so it is not over-exposed to rental costs.

Four Seasons ranks among the highest rated quality of care providers with c88% its homes in England rated good or excellent by the Care Quality Commission inspection ratings. It has taken a sector lead in the development of specialist services for residents with higher dependency needs including nursing care for infirm elderly, respite, step-up and step-down care and an award winning specialist dementia service that is studied by care providers internationally.

Apr 30th, 2012 - Terra Firma acquires Four Seasons Health Care

Terra Firma, a leading private equity firm, and Four Seasons Health Care ("Four Seasons"), the UK’s largest independent elderly and specialist care provider, are pleased to announce that Terra Firma has agreed to acquire Four Seasons. The transaction is expected to complete on or before 16 July 2012 at which point the existing debt liabilities of Four Seasons will be discharged in full.

The company is being acquired for a total consideration of up to £825 million which will be financed through a mixture of equity and new debt, with the debt being arranged by Goldman Sachs and Barclays.

Four Seasons is the largest independent provider in a £15 billion market in the UK. The Company operates 445 care homes, with 22,364 beds, and 61 specialist care centres, with 1,601 beds. During a period of financial uncertainty, Four Seasons has achieved a turnaround in quality of care and business performance, and is trading profitably. Four Seasons has also led the sector in the development of higher dependency care services, a resilient market for which there are few readily available alternatives.

Four Seasons has a strong asset base, owning around 60% of the facilities it operates, which limits its exposure to rental costs. The requirement for elderly and specialist care provision is forecast to grow annually by 3.1% over the next 10 years driven by the needs of a growing elderly population. Most of this need will be met by the independent sector offering services that complement the NHS.

Commenting on today’s announcement, Guy Hands, Chairman and Chief Investment Officer of Terra Firma, said:

“By investing new equity, Four Seasons’ debt has been very substantially reduced and Terra Firma has brought stability to the company. Terra Firma is committed to further investment in the business in order to achieve long-term sustainable growth. Our number one priority is to ensure that Four Seasons delivers consistent high-quality care and peace of mind for residents, service users and their families. Four Seasons, with a stable capital structure and clear ownership, will be able to lead the sector in terms of quality of service. I am also delighted to welcome RBS as equity partners and to have their continued support for the business.”

Geoff Westmore, Chairman of Four Seasons, commented:

"This transaction is a great result for all our stakeholders, including our residents and their families, care commissioners and our dedicated caring staff as well as our lenders and shareholders. Our current lenders will be repaid in full and going forward the company will have a substantially lower amount of debt and a stable and secure financial structure. This will enable Four Seasons to continue doing what it does so well, which is provide first class care to our residents and reassurance to their families. I have been impressed with Terra Firma's enthusiasm for the business and their commitment to the company's future and to maintain our high standards of quality. I welcome them as the new custodians of a great company.”

John Davison, Head of RBS Strategic Investments Group, said:

"We are delighted that we have secured a long term sustainable capital structure for Four Seasons and to be reinvesting alongside Terra Firma. By significantly reducing the current debt, the management team of Four Seasons can continue to concentrate on delivering the high quality care and service for which they are rightly so well regarded. This is great news for residents, employees and investors alike."

Four Seasons was advised by Rothschild, Gleacher Shacklock and Deutsche Bank. Four Seasons’ legal advisers were Macfarlanes. Terra Firma was advised by Barclays and Goldman Sachs. Terra Firma’s legal advisers were Slaughter and May.

- ENDS -

For further information:

Terra Firma Andrew Dowler (Finsbury) + 44 (0)20 7251 3801

Four Seasons Robert Mitchell (Parys Communications) + 44 (0)7976 514833

About Terra Firma

Terra Firma is a leading private equity firm which specialises in buy-outs of large, asset-rich and complex businesses. Terra Firma creates values for those businesses and its investors by delivering improved strategy, operations and management. Since being set up in 1994, Terra Firma has invested over €13 billion of equity and completed transactions with an aggregate enterprise value of €44 billion.

www.terrafirma.com

About Four Seasons

Four Seasons is the leading independent provider of health and social care in the UK. It operates 445 care homes and 61 hospitals and specialist units in the UK, Isle of Man and Jersey. It employs more than 30,000 staff caring for more than 20,000 residents.

The Group is trading profitably with EBITDA in 2011 of circa £100 million. During 2011 Four Seasons, increased its bed capacity by 40% by acquiring the business of Care Principles and taking over homes from Southern Cross Healthcare. Occupancy has continued to increase against the sector trend at circa 88%-89%. Four Seasons maintains a balance of freehold and leasehold properties, owning circa 60% of the facilities it operates so it is not over-exposed to rental costs.

Four Seasons ranks among the highest rated quality of care providers with c88% its homes in England rated good or excellent by the Care Quality Commission inspection ratings. It has taken a sector lead in the development of specialist services for residents with higher dependency needs including nursing care for infirm elderly, respite, step-up and step-down care and an award winning specialist dementia service that is studied by care providers internationally.

www.fshc.co.uk

Mar 1st, 2012 - Alternative Capital Structures Considered

The board of directors of Four Seasons Health Care and their financial advisers have been considering alternative capital structures to ensure that appropriate levels of funds will be in place to match the Group’s financing objectives. These include debt refinancing, new equity from existing shareholders, as well as potential funding from new investors or combinations of these options. The directors have received a number of expressions of interest in respect of the equity raising process.

The level of interest has been encouraging and the Group will be taking discussions forward with a number of parties including potential new majority investors. In parallel, the Group will continue its discussions with existing shareholders and stakeholders in respect of refinancing. At this stage, the board does not see any need to consult with the holders of the Class A1 and Class A2 floating rate notes issued by Titan Europe 2006-4 FS plc. The board has no plans to seek a further extension or variation of the notes.