ALPHARETTA, Ga., Dec. 31 MQ Associates, Inc. ("MQAssociates") announced today that it is offering to purchase for cash any andall of its outstanding 121/4% Senior Discount Notes due 2012 (CUSIP No.55345RAC2) (the "Notes"), on the terms and subject to the conditions set forthin the Offer to Purchase and Consent Solicitation Statement dated December 31,2007 and the accompanying Consent and Letter of Transmittal (together, the"Offer Documents"). The tender offer will expire at midnight, New York Citytime, on January 29, 2008, unless extended or earlier terminated. Theconsideration for each $1,000 in principal amount at maturity of Notestendered and accepted for purchase pursuant to such tender offer will be107.081% of the accreted value of such Notes as of the later of January 29,2008 and the applicable payment date.
In connection with the tender offer, MQ Associates is soliciting theconsents of holders of the Notes to proposed amendments to the indenturegoverning the Notes (the "Proposed Amendments"). The primary purpose of theconsent solicitation and the Proposed Amendments is to eliminate substantiallyall of the material restrictive covenants and certain events of default andrelated provisions in the indenture governing the Notes. In order for theProposed Amendments to be effective, holders of a majority in aggregateoutstanding principal amount at maturity of the Notes must consent to theProposed Amendments. Holders of Notes may not tender their Notes withoutdelivering the related consents. Each holder who validly tenders its Notes anddelivers consents to the Proposed Amendments prior to 5:00 p.m., New York Citytime, on January 14, 2008 shall be entitled to a consent payment of $28.12 foreach $1,000 in principal amount at maturity of Notes (representing 3% of theaccreted value of such Notes as of January 29, 2008) tendered by such holderif such Notes are accepted for purchase pursuant to the tender offer.
MQ Associates has entered into agreements with holders of Notesrepresenting 58.4% in aggregate principal amount at maturity of theoutstanding Notes, pursuant to which agreements such holders have agreed totender and deliver consents in respect of all of their Notes pursuant to thetender offer and consent solicitation.
The consummation of the tender offer is conditioned upon, among otherthings, receipt of consents to the Proposed Amendments from the holders of amajority in aggregate outstanding principal amount at maturity of the Notes.If any of the conditions to the tender offer are not satisfied, MQ Associatesmay terminate the tender offer and return tendered Notes, waive unsatisfiedconditions and accept for payment and purchase all validly tendered Notes thatare not validly withdrawn prior to expiration, extend the tender offer oramend the tender offer. Full details of the terms and conditions of the tenderoffer and consent solicitation are included in the Offer Documents.
Jefferies & Company, Inc. will act as Dealer Manager and SolicitationAgent for the tender offer and consent solicitation. Questions regarding thetender offer or consent solicitation may be directed to Jefferies & Company,Inc. at (888) 708-5831 (toll-free).
D.F. King & Co., Inc. will act as the Information Agent for the tenderoffer and consent solicitation. Requests for documents related to the tenderoffer and consent solicitation may be directed to D.F. King & Co., Inc. at(212) 269-5550 (for brokers and banks) or (800) 859-8509 (for all others).
The tender offer and consent solicitation is being made solely by means ofthe Offer Documents. Under no circumstances shall this press releaseconstitute an offer to purchase or the solicitation of an offer to sell theNotes or any other securities of MQ Associates. No recommendation is made asto whether holders of the Notes should tender their Notes.
This press release does not constitute an offer