Lifepoint gives early tally of tender offer, consent bid for 6¾% notes

By Wendy Van Sickle

Columbus, Ohio, Aug. 11 – Lifepoint Health, Inc. announced the early results of its tender offer to purchase for cash any and all of its $600 million outstanding 6¾% senior secured notes due 2025 (Cusips: 53219LAT6, U53039AG5), according to a press release.

By the early deadline, 5 p.m. ET on Aug. 11, holders had tendered $568,552,000, or 94.76% of the outstanding notes.

As reported on July 31, in connection with the tender offer, the company is also soliciting consents from holders of the notes to some proposed amendments to the indenture and related documents governing the notes to, among other things, eliminate substantially all of the restrictive covenants and some events of default in the indenture governing the notes, release the collateral securing the notes and shorten the required notice period for redemptions of the notes to two business days from 30 days.

The company is seeking consents to all the proposed amendments as a single proposal.

Holders may not tender their notes without delivering their consents, and holders may not deliver their consents without tendering their notes.

As of the early tender time, the company had received consents to the collateral release from holders of at least the requisite 66.67% of the outstanding notes and consents to the other proposed amendments from holders of the requisite majority of the notes. As a result, the company and trustee will enter into a supplemental indenture concurrent with the early settlement date to effect the proposed amendments.

The company offered a total consideration of $1,017.50 per $1,000 principal amount of notes tendered by the early tender time. The total consideration includes an early tender payment of $30 per $1,000 principal amount.

Holders tendering after the early tender time will be eligible to receive the tender offer consideration of $987.50 per $1,000 principal amount.

In either case, holders will also receive accrued interest from the last interest payment date to but excluding the applicable settlement date.

The early tender time was also the withdrawal deadline.

Payment for early tendered notes accepted for purchase is expected to occur on Aug. 14.

The tender offer and consent solicitation are scheduled to expire one minute after 11:59 p.m. ET on Aug. 25.

Final settlement is slated for Aug. 28.

The tender offer and consent solicitation are subject to some conditions, including the closing of an offering of new notes. The company priced $800 million of notes on July 31. The offer is expected to settle on Monday.

Citigroup Global Markets Inc. (800 558-3745 and 212 723-6106) and Barclays (800 438-3242 or 212 528-7581) are the dealer managers and solicitation agents.

Global Bondholder Services Corp. (212 430-3774 for banks and brokers or 855 654-2014 for all others) is the information agent and depositary.

Lifepoint is a Brentwood, Tenn.-based health care provider.

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