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LifePoint Health, Inc. Announces Tender Offer and Consent Solicitation for LifePoint Health, Inc.’s 8.25% Senior Secured Notes Due 2023 and 11.5% Senior Notes Due 2024 and Termination of Previously Announced Asset Sale Offer

February 7, 2020 GMT

BRENTWOOD, Tenn.--(BUSINESS WIRE)--Feb 7, 2020--

LifePoint Health®, a leading healthcare company dedicated to Making Communities Healthier® (the “Company”), announced that it has launched a tender offer to purchase for cash (the “Tender Offer”) any and all of its outstanding (i) 8.25% Senior Secured Notes due 2023 (the “2023 Senior Notes”) and (ii) 11.5% Senior Notes due 2024 (the “2024 Senior Notes” and, together with the 2023 Senior Notes, the “Notes” and each, a “Series of Notes” or “Series”).

In conjunction with the Tender Offer, the Company is soliciting the consent of the holders of the Notes (the “Consent Solicitation”) to certain proposed amendments to the indentures governing the Notes (the “Indentures”) that require consents from holders of such Series of Notes representing at least a majority of the aggregate principal amount of the Notes of such Series then outstanding. These amendments would, among other things, eliminate or modify substantially all of the restrictive covenants, certain reporting obligations, certain events of default and related provisions contained in each Indenture. The Company is also proposing to release the collateral securing the 2023 Senior Notes, which release would require consents from holders of the 2023 Senior Notes representing at least 66.67% in aggregate principal amount of the outstanding 2023 Senior Notes. Holders may not tender their Notes without delivering their consents, and Holders may not deliver their consents without tendering their Notes.

The Company’s obligation to accept and pay for the Notes is conditioned upon the satisfaction or waiver of certain conditions precedent. The Tender Offer and Consent Solicitation are scheduled to expire at 12:00 midnight, New York City time, at the end of March 6, 2020 (as the same may be extended, the “Expiration Time”), unless extended or earlier terminated by the Company. Holders who wish to receive the Total Consideration (as defined below) must validly tender (and not validly withdraw) their Notes at or prior to 5:00 p.m., New York City time, on February 21, 2020 (such date and time, as may be extended, the “Early Tender Date”). Notes may be withdrawn and the related consents may be revoked (and will be revoked upon the withdrawal of the tendered notes) at any time prior to 5:00 P.M., New York City time, on February 21, 2020, unless extended (such date and time, as the same may be extended, the “Withdrawal Deadline”). Holders who validly tender their Notes after the Early Tender Date and at or prior to the Expiration Date will receive only the Tender Consideration (as defined below). The Tender Offer and Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated February 7, 2020 (the “Tender Offer Materials”), which sets forth a more detailed description of the Tender Offer and Consent Solicitation. Holders of the Notes are urged to carefully read the Tender Offer Materials before making any decision with respect to the Tender Offer and Consent Solicitation.

The consideration for the Notes validly tendered (and not validly withdrawn) in the Tender Offer is set forth in the table below.

Notes

CUSIPs

Aggregate
Principal Amount
Outstanding

Tender
Consideration (1)

Early Participation
Premium (1)(2)

Total
Consideration (1)(2)(3)

8.25% Senior
Secured Notes due
2023

75915Q AC2 /
U7586L AB3

$800,000,000

$1,022.50

$30.00

$1,052.50

11.5% Senior Notes
due 2024

75915Q AA6 /
75915Q AB4 /
U7586L AA5

$350,000,000

$1,042.50

$30.00

$1,072.50

(1) For each $1,000 principal amount of Notes, excluding accrued and unpaid interest from the last payment date, which interest will be paid up to, but not including, the applicable Settlement Date, in addition to the Tender Consideration or Total Consideration, as applicable.
(2) Payable only to Holders who validly tender (and do not validly withdraw) Notes on or prior to the Early Tender Date.
(3) The Early Participation Premium is included in the Total Consideration for Notes tendered and accepted on or prior to the Early Tender Date.

Holders of Notes of a Series will also receive accrued and unpaid interest from the last interest payment date for such Series of Notes up to, but not including, the applicable settlement date for such Series of Notes accepted for purchase in the Tender Offer. The initial settlement date for Notes validly tendered on or prior to the Early Tender Date is expected to be on or promptly after February 24, 2020.

Tenders of the Notes may be withdrawn and the consents delivered pursuant to the Consent Solicitation may be revoked at any time prior to the Withdrawal Deadline but not thereafter, except to the extent required by applicable law.

The Tender Offer and Consent Solicitation may be terminated or withdrawn at any time and for any reason, including if certain conditions described in the Tender Offer Materials, the Requisite Consent Condition and the Financing Condition (each as defined in the Tender Offer Materials) are not satisfied, subject to applicable law. The Company is making the Tender Offer and Consent Solicitation only by, and pursuant to, the terms of the Tender Offer Materials. None of the Company, the Dealer Managers (as defined below), the trustee under each Indenture, the tender agent and information agent nor any of their respective affiliates makes any recommendation as to whether or not holders of the Notes should tender or refrain from tendering their Notes.

In addition, as a result of the Tender Offer, the Company is terminating its previously announced asset sale offer to purchase for cash up to $91.5 million of the Company’s outstanding 2023 Senior Notes (the “Asset Sale Offer”). As a result of the termination of the Asset Sale Offer, none of the 2023 Senior Notes that have been tendered in the Asset Sale Offer will be accepted for purchase and no consideration will be paid or become payable to holders of the 2023 Senior Notes who have tendered such notes in the Asset Sale Offer. All notes previously tendered but not withdrawn will be promptly returned or credited back to their respective holders.

This announcement does not constitute an offer to sell any securities or the solicitation of an offer to purchase any securities. The Tender Offer and Consent Solicitation are being made only pursuant to the Tender Offer Materials. The Tender Offer and Consent Solicitation are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer and Consent Solicitation to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of the Company by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Barclays Capital Inc. (“Barclays”), Citigroup Global Markets Inc. (“Citi”) and RBC Capital Markets (“RBC”) are acting as dealer managers and solicitation agents (the “Dealer Managers”) for the Tender Offer and Consent Solicitation. D.F. King & Co., Inc. is acting as the tender agent and information agent for the Tender Offer and Consent Solicitation.

Requests for the Tender Offer Materials may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for brokers and banks) or (866) 521-4487 (for all others) or e-mail at lifepoint@dfking.com.

Questions or requests for assistance in relation to the Tender Offer may be directed to the Dealer Managers at, for Barclays, (800) 438-3242 (toll free) or (212) 528-7581 (collect), for Citi, (800) 588-3745 (toll free) or (212) 723-6106 (collect), or for RBC, (877) 381-2099 (toll free) or (212) 618-7843 (collect).

About LifePoint Health®

LifePoint Health® is a leading healthcare company dedicated to Making Communities Healthier®. Through its subsidiaries, it provides quality inpatient, outpatient and post-acute services close to home. LifePoint owns and operates community hospitals, regional health systems, physician practices, outpatient centers and post-acute facilities across the country. It is the sole community healthcare provider in the majority of the non-urban communities it serves. More information about the company can be found at www.LifePointHealth.net.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. Forward-looking statements include any statements that address future results or occurrences. In some cases you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “would,” “should,” “could” or the negatives thereof. Generally, the words “anticipate,” “believe,” “continue,” “expect,” “intend,” “estimate, “project,” “plan” and similar expressions identify forward-looking statements. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained elsewhere in this press release are forward-looking statements. These forward-looking statements include statements that are not historical facts, including statements concerning our possible or assumed future actions and business strategies. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, many of which are outside of our control, which could cause our actual results, performance or achievements to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments. Statements in this press release are made as of the date hereof. New factors emerge from time to time that could cause our actual results to differ, and it is not possible to predict all such factors.

View source version on businesswire.com:https://www.businesswire.com/news/home/20200207005414/en/

CONTACT: Michelle Augusty

Vice President, Communications

615-920-7654

Michelle.augusty@lpnt.net

KEYWORD: UNITED STATES NORTH AMERICA TENNESSEE

INDUSTRY KEYWORD: HEALTH HOSPITALS

SOURCE: LifePoint Health

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PUB: 02/07/2020 11:31 AM/DISC: 02/07/2020 11:31 AM

http://www.businesswire.com/news/home/20200207005414/en