LifePoint Health Announces Final Results of Tender Offer and Its Consent Solicitation for LifePoint Health's 8.25% Senior Secured Notes Due 2023 and 11.5% Senior Notes Due 2024
Date Posted: Mar 9, 2020
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Brentwood, Tenn., March 9, 2020– LifePoint Health®, a leading healthcare company dedicated to Making Communities Healthier® (the “Company”), announced today final results with respect to the Company’s previously announced 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”) and related consent solicitation (the “Consent Solicitation”).

As of 12:00 midnight, New York City time, at the end of the day on March 6, 2020, the expiration date with respect to the Tender Offer and Consent Solicitation (the “Expiration Date”), the Company has been advised by D.F. King & Co., Inc., tender agent and information agent for the Tender Offer and Consent Solicitation, that (i) $622,743,000 (representing approximately 77.84%) of the aggregate principal amount of the 2023 Senior Notes have been validly tendered and not withdrawn in the Tender Offer and (ii) $84,120,000 (representing approximately 24.03%) of the aggregate principal amount of the 2024 Senior Notes have been validly tendered and not withdrawn in the Tender Offer.

As previously announced, on February 21, 2020, the early tender deadline with respect to the Tender Offer and Consent Solicitation (the “Early Tender Date”), the Company was advised by D.F. King & Co., Inc., tender agent and information agent for the Tender Offer and Consent Solicitation, that (i) $622,503,000 (representing approximately 77.81%) of the aggregate principal amount of the 2023 Senior Notes have been validly tendered and not withdrawn in the Tender Offer and (ii) $84,120,000 (representing approximately 24.03%) of the aggregate principal amount of the 2024 Senior Notes have been validly tendered and not withdrawn in the Tender Offer, and corresponding consents have been delivered in the related Consent Solicitation.  By the Early Tender Date, the Company had received the requisite consents to the proposed amendments to the indenture governing the 2023 Senior Notes, including the requisite consents to release all of the collateral securing the 2023 Senior Notes. On February 24, 2020, the Company accepted and paid the Total Consideration (as defined below) plus accrued and unpaid interest from the last interest payment date for such Series of Notes up to, but not including, February 24, 2020 for all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date. 

The consideration offered for the $240,000 aggregate principal amount of the 8.25% Secured Notes validly tendered after the Early Tender Date but prior to the Expiration Date will be the Tender Consideration (as defined below). No additional 11.5% Unsecured Notes were tendered after the Early Tender Date.

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 tendered (and did 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 the 8.25% Secured Notes validly tendered after the Early Tender Date but prior to the Expiration Date  will also receive accrued and unpaid interest from the last interest payment date for such Series of Notes up to, but not including, the settlement date for such 8.25% Secured Notes accepted for purchase in the Tender Offer.  The final settlement date for 8.25% Secured Notes validly tendered after the Early Tender Date is expected to be March 9, 2020 or promptly thereafter.

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.

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 LLC (“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.

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Media Contact
Michelle Augusty
Vice President, Communications
615-920-7654
Michelle.augusty@lpnt.net