Legacy LifePoint Health, Inc. Announces Final Results of Tender Offer and Consent Solicitation for Its 5.5% Senior Notes Due 2021, 5.875% Senior Notes Due 2023 and 5.375% Senior Notes Due 2024

BRENTWOOD, Tenn.–(BUSINESS WIRE)–Legacy LifePoint Health, Inc. (as successor by merger to Legend Merger
Sub, Inc.) (the “Offeror” or “Legacy LifePoint”), a wholly-owned
subsidiary of LifePoint Health, Inc. (formerly known as RegionalCare
Hospital Partners Holdings, Inc. (d/b/a RCCH Healthcare Partners))
(“LifePoint”), announced today final results with respect to the
Offeror’s previously announced tender offer to purchase for cash (the
“Tender Offer”) any and all of Legacy LifePoint’s outstanding (i) 5.5%
Senior Notes due 2021 (the “5.5% Senior Notes”), (ii) 5.875% Senior
Notes due 2023 (the “5.875% Senior Notes”) and (iii) 5.375% Senior Notes
due 2024 (the “5.375% Senior Notes” and, together with the 5.5% Senior
Notes and 5.875% Senior Notes, the “Notes” and each, a “Series of Notes”
or “Series”) and the related consent solicitation (the “Consent
Solicitation”).

As of 12:00 midnight, New York City time, at the end of the day on
November 27, 2018, the expiration date with respect to the Tender Offer
and Consent Solicitation (the “Expiration Date”), the Offeror has been
advised by D.F. King Co., Inc., tender agent and information agent for
the Tender Offer and Consent Solicitation, that (i) $1,073,343,000
(representing approximately 97.58%) of the aggregate principal amount of
the 5.5% Senior Notes have been validly tendered and not withdrawn in
the Tender Offer, (ii) $482,263,000 (representing approximately 96.45%)
of the aggregate principal amount of the 5.875% Senior Notes have been
validly tendered and not withdrawn in the Tender Offer and (iii)
$488,560,000 (representing approximately 97.71%) of the aggregate
principal amount of the 5.375% Senior Notes have been validly tendered
and not withdrawn in the Tender Offer.

On November 9, 2018, the early tender deadline with respect to the
Tender Offer and Consent Solicitation (the “Early Tender Date”), the
Offeror was advised by D.F. King Co., Inc. that (i) $1,073,313,000
(representing approximately 97.57%) of the aggregate principal amount of
the 5.5% Senior Notes have been validly tendered and not withdrawn in
the Tender Offer, (ii) $482,164,000 (representing approximately 96.43%)
of the aggregate principal amount of the 5.875% Senior Notes have been
validly tendered and not withdrawn in the Tender Offer and (iii)
$488,535,000 (representing approximately 97.71%) of the aggregate
principal amount of the 5.375% 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 Offeror had received the requisite consents to the proposed
amendments to the indentures governing the Notes. On November 16, 2018,
the Offeror accepted and paid for all Notes validly tendered (and not
validly withdrawn) at or prior to the Early Tender Date, concurrently
with the closing of the Acquisition (as defined below).

Each holder who validly tendered its Notes and delivered its consents in
the Tender Offer and Consent Solicitation prior to the Early Tender
Date, and did not validly withdraw such tendered Notes at or prior to
5:00 p.m., New York City time, on November 9, 2018, the withdrawal
deadline with respect to the Tender Offer and Consent Solicitation (the
“Withdrawal Deadline”), has received the Total Consideration (as defined
below). The consideration offered for Notes validly tendered after the
Early Tender Date but prior to the Expiration Date, and not validly
withdrawn, will be the Tender Consideration (as defined below).

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)

5.5% Senior Notes due 2021

 

 

53219LAM1/

US53219LAM19

 

 

$1,100,000,000

 

 

$986.75

 

 

$30.00

 

 

$1,016.75

5.875% Senior Notes due 2023

 

 

53219LAN9/

US53219LAN91

 

 

$500,000,000

 

 

$1,017.06

 

 

$30.00

 

 

$1,047.06

5.375% Senior Notes due 2024

 

 

53219LAQ2/

US53219LAQ23

 

 

$500,000,000

 

 

$1,020.66

 

 

$30.00

 

 

$1,050.66

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 final settlement
date for Notes validly tendered after the Early Tender Date is expected
to be November 29, 2018 or promptly thereafter.

The Tender Offer and Consent Solicitation are being conducted in
connection with the previously announced acquisition of Legacy LifePoint
by LifePoint that was completed on November 16, 2018 (the “Acquisition”).

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 an Offer
to Purchase and Consent Solicitation Statement dated October 29, 2018
(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 Offeror by one or more registered brokers or
dealers that are licensed under the laws of such jurisdiction.

Barclays Capital Inc. is acting as dealer manager and solicitation agent
(the “Dealer Manager”) 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 (800) 676-7437
(for all others) or e-mail at lpnt@dfking.com.

Questions or requests for assistance in relation to the Tender Offer and
Consent Solicitation may be directed to the Dealer Manager at (800)
438-3242 (toll free) or (212) 528-7581 (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 within the
meaning of applicable federal securities laws. The forward-looking
statements include, without limitation, statements concerning the Tender
Offer and Consent Solicitation. Forward-looking statements involve risks
and uncertainties, including but not limited to economic, competitive,
and technological factors outside the LifePoint’s or Legacy LifePoint’s
control that may cause actual results to differ materially from the
forward-looking statements. You should not place undue reliance on
forward-looking statements as a prediction of actual results. Each of
LifePoint and Legacy LifePoint expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in expectations or
events, conditions or circumstances on which any such statements are
based.

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