Company Information

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.

Dec 6th, 2011 - ADASS vote of confidence for Four Seasons Health Care

Directors of adult social services have welcomed Four Season's 'mature and transparent' attitude towards working to show the public the financial stability of care businesses.

ADASS President Peter Hay, who has led for the Association throughout the Southern Cross episode, has stressed that a draft assessment of Four Season's financial prospects, leaked to the media within the past fortnight, was very much a 'work in progress'. Its leak, while incomplete, has met with a mature response from Four Seasons and the company's decision to participate wholly in the completion of a full and public financial analysis.

He also emphasised that the original document, used by other organisations to undermine the Four Seasons' takeover of Southern Cross homes, "was a first step towards discovering what the company is doing with social services departments up and down the country, and to sharpen up our knowledge, in the light of the Southern Cross experience, of how care providers are structured and funded.

"The first draft report was put together by an independent source using publicly available information, to give us some idea of what a `Statement of Transparency' would look like. It painted a mixed picture as Four Seasons (like the majority of care providers) isn't a publicly listed company and not all its data are in the public domain.

"ADASS deeply regrets both the leak of this draft and its use to draw inaccurate conclusions. Our actions over recent months have been consistently to reassure residents and relatives, and ADASS would not wish to do otherwise.

"We are delighted that Four Seasons has responded to the leak with a commitment to developing this insight work together. We're now working with Four Seasons, with the same independent author using the same format to use all the data available. Four Seasons has given us full transparency and access to information. Our shared aim is to produce tools that help the public make decisions about care following the Southern Cross experience. This type of financial statement has never been produced before and we welcome the commitment to exploring its use."

Using the new direction of transparency that central government is promoting, ADASS wants to work with care providers to create shared understanding of how the financial structures of providers support the quality of care and the investment needed. This is particularly crucial for companies like Four Seasons who will need to invest to improve their recent acquisitions

Mr Hay said today: "I am absolutely delighted by Four Seasons' response as it can give us real confidence in this process."

He went on to 'disagree fundamentally' with the analysis that Four Seasons will replicate the failure of Southern Cross. "It follows a very different business model indeed," he said, pointing to two core facts.

"First, Four Seasons is a profitable business. The second core fact is that Four Seasons owns two thirds of its property whereas Southern Cross was not a property owner at all, and had struggled throughout with its landlord model - this is a fundamental difference between the way the two business are organised."

Mr Hay concluded: "The confidence I have in Four Seasons is founded on a wider belief - that only people who have something to hide tend not to favour transparency. I am absolutely delighted that Four Seasons are committed to working with us in this very transparent way - and I think that that alone is a significant reason to be confident in what they are offering the public at this time.

"We are sure that other care providers will follow Four Season's example and that together we can give the public the peace of mind they deserve when buying care"

Dec 1st, 2011 - Four Seasons Chief Executive Pete Calveley named most influential individual in HealthInvestor Power50

We are very proud to announce that Four Seasons Health Care's Chief Executive, Pete Calveley, has been voted as the most influential individual in the healthcare sector for the HealthInvestor Power50 awards.

Pete has received this prestigious award due to his achievements at Four Seasons Health Care, as well as his significant influence across the sector.

Geoff Westmore, Chairman of Four Seasons Health Care said, "We are enormously proud of Pete's achievement in winning this prestigious award. Pete is passionate about both quality of care and commercial performance and has demonstrated time and time again that one naturally follows the other. His passion and commitment to help improve the health and care sector is second to none and his charismatic leadership style ensure things get done. This award is very well deserved."

The following is the text from the HealthInvestor Power50 awards booklet, covering why Pete was voted into the top spot:

“The collapse of residential care giant Southern Cross has dominated the headlines in 2011. The 'work out' if its estate of 752 homes, 31,000 residents and 44,000 staff, has left the sector transformed. In the post Southern Cross landscape, Four Seasons Health Care has taken on the mantle of the UK’s biggest residential care home operator.

This was no quirk of fate, though Four Seasons’ charismatic chief executive, Pete Calveley was a principal architect of the restructuring and helped to avoid the homes going into administration, while also protecting continuity of care and jobs. By pulling together to find a workable solution to an extremely complex problem, Pete and other sector leaders helped to avert a catastrophe that would have exacerbated what was already a nightmare scenario for the independent sector.

HealthInvestor readers said Pete had “consistently demonstrated such strong leadership and skill that he has been able to rapidly expand and grow his business”. Despite having spent a considerable amount of time in refinancing talks since taking over as chief executive at the indebted care group, readers praised Pete for “continually promoting excellence in healthcare delivery”.

As well as his duties with Four Seasons, Pete is a member of the Department of Health’s Forward Thinking Group, helping shape the sector’s future. He led development of an award winning dementia care programme that is studied internationally and has taken a sector lead in developing higher dependency care services.

Pete has been instrumental in raiding awareness in government and the NHS of the capability of independents to help free up hospital bed blocking. Under Pete’s leadership Four Seasons has restructured its finances, transformed quality from below average to among the best in class, dramatically improved occupancy and operational performance, and this year grown capacity by 40%.

Nov 1st, 2011 - Four Seasons Health Care concludes second phase of agreements to take over operations of 140 homes from Southern Cross

Four Seasons Health Care announces that is has concluded the agreements to take over the operations of 140 homes from Southern Cross. In this latest phase 80homes have transferred to Four Seasons Health Care, the transactions having been given regulatory approval. Southern Cross employees in the homes have joined Four Seasons Health Care under TUPE provisions.

The total transfers include Four Seasons taking back 45 homes it owns that have been leased to Southern Cross under an historic arrangement.

Chief Executive Officer of Four Seasons Health Care, Dr. Peter Calveley said, “These homes are an important strategic addition to our organisation and significantly increase our capacity and regional cover. They represent a good fit with our existing homes portfolio. I am gratified that the landlords have placed their confidence in Four Seasons as their preferred operator and I am pleased to welcome the Southern Cross employees and residents to the Four Seasons Health Care Group. We have been working closely with Southern Cross managers to ensure the transfer of homes would take place with no disruption to care services.”

The transfers from Southern Cross increase the number of care homes and specialist care facilities, across the Group’s Home and Huntercombe divisions respectively, from 376 to just over 500. Four Seasons has safeguarded continuity of care for approximately 5,500 former Southern Cross residents and transferred around 7,300 staff from Southern Cross.

Information:
Four Seasons Health Care: 07533 886 573.

Background on Four Seasons and response to misleading statements by the GMB

• Before it took over 140 homes from Southern Cross, Four Seasons) operated 323 care homes for older and physically disabled people with c.16,700 beds giving it a 4.6 per cent share of the independent sector. The addition of the former Southern Cross homes increases this to over 23,000 beds and approximately 6.5 per cent share of the independent sector making it the largest independent provider in the UK.
• In addition Four Seasons also operates 43 specialist care facilities, including 7 hospitals, with c.1,300 beds, operating under the Huntercombe brand. The transfers from Southern Cross will this increase to almost 60 units. Huntercombe provides specialised care for individuals with mental health disorders, learning difficulties, acquired brain injury or physical neurodisabilities. The Huntercombe Group is also a market leader in providing care for children and adolescents with special mental health needs.
  
• Four Seasons is also a landlord of some 30 care homes leased to other operators.
  
• Four Seasons Health Care’s Homes Division is one of the highest quality rated care providers in the independent sector. It has developed a pioneering award winning dementia care programme and shared the learning internationally and has taken a sector lead in developing other higher dependency care services. Its specialist care subsidiary The Huntercombe Group provides wide ranging treatment in areas of mental health, acquired brain injury, neurodisabilities, learning disabilities and children with special needs.
• Four Seasons Health Care Group has profits at circa £100million (before interest, tax, depreciation, amortization). After these deductions it remains profitable.
  
• The Group successfully completed a capital restructuring in which certain of its lenders exchanged debts of £780 million owed to them for a stake in the business, so becoming its shareholders. This effectively reduced its debts by about half, with maturity of the remaining debt being extended to September 2012. It is currently reviewing options for future refinancing. The shareholders and debt holders are supportive and the board is very confidentthis will be achieved before the maturity date.

Response to recent misleading statements by the GMB
The most recent valuation of our company was over £950 million, a multiple of the figure that has been quoted by the GMB and significantly greater than our debt. We are well able to manage our debt and are very confident we will arrange to refinance it before it becomes due. Four Seasons is different to Southern Cross in several key respects. We are earning profits of circa £100 million pa (before interest, tax, depreciation, amortisation). After these deductions we are left with a modest profit. We own 60% of the facilities we operate and so are not so vulnerable to rents. We continue to outperform the market trend with occupancy at 88% and admissions up against last year.

The GMB suggestion that fees for care may be diverted to pay interest is mischievous nonsense. Four Seasons Health Care is one of the highest rated quality of care providers according to regulatory inspection reports. Far from cutting back we plan to invest up to £28 million this year and next on improvements to our homes (way ahead of the sector average). Local authority fee settlements tend to apply to all operators in their region with little variation, so interest costs of debt are not reflected in our care fees but come out of our profits. Businesses in every sector operate with borrowings and pay rents. Ours are affordable. The public sector also pays interest indirectly to fund building through private finance initiative schemes.

The GMB singled us out for attack after we had declined to give them voluntary recognition for collective bargaining rights or to deduct union subscriptions from staff pay. We are happy for our staff to be members of the union of their choice and would not voluntarily give bargaining rights to any one union in preference to others. The GMB statements to media are significantly at odds with what their full time representatives said in numerous meetings with us when they agreed the transfer of homes from Southern Cross to Four Seasons. This raises questions about their motivation. Their misleading statements will cause undue anxiety to staff and to the vulnerable residents they claim to be concerned about and to their families.

Oct 4th, 2011 - Four Seasons Health Care concludes first phase of agreements to take over operations of 140 homes from Southern Cross

(30 September 2011) Four Seasons Health Care announces that is has concluded the first phase of agreements to take over the operations of 140 homes from Southern Cross. Today 57 homes have transferred to Four Seasons Health Care, the transactions having been given regulatory approval. Southern Cross employees in the homes have joined Four Seasons Health Care under TUPE provisions.

The remaining homes are due to transfer by the end of October. The total transfers include Four Seasons taking back 45 homes it owns that have been leased to Southern Cross under an historic arrangement.

Chief Executive Officer of Four Seasons Health Care, Dr. Peter Calveley said, “These homes are an important strategic addition to our organisation and significantly increase our capacity and regional cover. They represent a good fit with our existing homes portfolio. I am gratified that the landlords have placed their confidence in Four Seasons as their preferred operator and I am pleased to welcome the Southern Cross employees and residents to the Four Seasons Health Care Group. We have been working closely with Southern Cross managers to ensure the transfer of homes would take place with no disruption to care services.”

Information:
Four Seasons Health Care: Robert Mitchell, 07976 514833rmitchell@parys.com

Notes to editors
By the end of October these transfers will see the number of care home and specialist care facilities, across the Group’s Home and Huntercombe divisions respectively, increase from 376 to just over 500.