Exhibit 99A
FOR IMMEDIATE RELEASE
Xxxxx
INVESTOR CONTACT: Xxxxxxxxxxxx
000-000-0000
MEDIA CONTACT: Xxxx Xxxxxx
000-000-0000
XXXXXXXX ENTERS INTO LETTER AGREEMENT
FOR PROPOSED RESTRUCTURED OWNERSHIP
OF CHARTER BEHAVIORAL HEALTH SYSTEMS
COMPANY DIVESTS HOSPITAL-BASED PROVIDER ASSETS
--------------------------------------------------------------------------------
COLUMBIA, Md.--August 16, 1999--Magellan Health Services, Inc. (NYSE:MGL), today
announced it has entered into a binding letter agreement, dated August 10, 1999,
with Crescent Real Estate Equities Company (Crescent), Crescent Operating, Inc.,
and Charter Behavioral Health Systems, LLC (CBHS), relating to a proposed
recapitalization of CBHS and restructuring of relationships among the parties.
Under the letter agreement, and consistent with Xxxxxxxx's strategy of exiting
the hospital provider business, Xxxxxxxx has agreed that it will, at the closing
of the transactions, transfer its remaining hospital-based assets to CBHS. These
assets include Xxxxxxxx's interest in the hospital-based joint ventures,
franchise and call center operations, the Charter name and related intellectual
property, and certain other assets. In addition, Magellan will cancel any
accrued franchise fees due from CBHS. Thereafter, Xxxxxxxx will no longer be
obligated to provide franchise services to CBHS.
Magellan will also effectively transfer 80 percent of its CBHS common interest
and all of its preferred interest to CBHS, leaving Magellan with a 10 percent
common membership interest, and Crescent Operating with a 90 percent common
membership interest and 100 percent of the preferred membership interest in
CBHS. Additionally, it is anticipated that CBHS management and staff will have
the opportunity to acquire up to 30 percent of CBHS common membership interests.
In connection with the execution of the letter agreement, Magellan, CBHS,
Crescent and Crescent Operating have agreed to provide each other with mutual
releases of all claims and disputes against each other, with certain specified
exceptions, and Crescent has deferred the August 1999 rent due from CBHS to the
last four months of 1999. Additionally, with the execution of the letter
agreement, the $2.5 million held in escrow in connection with a pending
arbitration between Magellan and Crescent Operating was released to Crescent
Operating.
Magellan and CBHS also have modified and extended their existing arrangement,
which designates CBHS a preferred provider of inpatient acute behavioral health
services.
"This transaction is a long anticipated and critical step in achieving our goal
of being a specialty managed care organization," said Xxxxx X. Xxxxxx, president
and CEO of Magellan Health Services. "From a financial perspective, it will
represent an improvement of both future earnings and cash flow through the
elimination of franchise expenses. And, most importantly, this divestiture
enables our executive management to focus more fully on business development
activities related to our core operations."
The closing of the transactions contemplated by the letter agreement is
anticipated to take place within 30 days, subject to the satisfaction of certain
customary closing conditions and consents, and other contingencies. If the
closing does not occur within 30 days, the letter agreement will terminate
unless extended by the parties.
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Magellan Health Services, Inc., is the nation's leading specialty managed care
organization. The Company comprises three main business units: Magellan
Behavioral Health, the nation's largest managed behavioral health care
organization, covering 65 million members; Magellan Specialty Health, a manager
of specialist networks and disease management programs for over three million
health plan members; and National MENTOR, which provides community-based
services to nearly 6,400 individuals.
Certain of the statements in this press release including, without limitation,
statements regarding future earnings and cash flow and transaction completion,
constitute forward-looking statements contemplated under the Private Securities
Litigation Reform Act of 1995. Risk factors such as the ability to successfully
integrate acquisitions, ability to consummate strategic alternatives, ability to
generate new business, the impact of governmental/regulatory issues and the
ability to complete definitive agreements related to the transaction discussed
and other factors could have a material adverse impact on the Company or prevent
the Company from obtaining the results discussed. For a more complete discussion
of these and other risk factors, please see "Cautionary Statements--The Company"
and "Cautionary Statements--CBHS" in Magellan's Annual Report on Form 10-K for
the fiscal year ended September 30, 1998, as amended, filed with the Securities
and Exchange Commission on March 30, 1999 and the Company's most recent
Quarterly Report on Form 10-Q to be filed with the Securities and Exchange
Commission on August 16, 1999.
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