LifePoint gets consents to amend 2023 notes, gives early tender tally

By Marisa Wong

Los Angeles, Feb. 24 – LifePoint Health Inc. announced the preliminary results of its cash tender offer for any and all of its outstanding $800 million 8¼% senior secured notes due 2023 (Cusips: 75915QAC2, U7586LAB3) and $350 million 11½% senior notes due 2024 (Cusips: 75915QAA6, 75915QAB4, U7586LAA5).

As of 5 p.m. ET on Feb. 21, the early tender deadline, holders had tendered and delivered consents for $622,503,000, or 77.81%, of the 2023 notes and $84.12 million, or 24.03%, of the 2024 notes.

As announced on Feb. 7, LifePoint is offering a total consideration per $1,000 principal amount of $1,052.50 for the 2023 notes and $1,072.50 for the 2024 notes.

The total consideration includes an early participation premium of $30.00 per $1,000 principal amount of notes tendered by the early deadline.

Holders tendering after the early deadline will be eligible to receive a tender consideration per $1,000 principal amount of $1,022.50 for the 2023 notes and $1,042.50 for the 2024 notes.

LifePoint will also pay accrued interest to but excluding the applicable settlement date, which is expected to be Feb. 24 for the early tendered notes.

The offer will expire at midnight ET on March 7.

On Monday the company said it has received the necessary consents to approve the proposed amendments to the indenture governing the 2023 notes.

In conjunction with the tender offer, the company is soliciting consents to some proposed amendments to each of the indentures governing the notes. For approval, the proposed amendments require consents from holders of a majority of the outstanding principal amount of the applicable series.

The amendments would, among other things, eliminate or modify substantially all of the restrictive covenants, some reporting obligations, some events of default and related provisions.

The company also proposed to release the collateral securing the 2023 notes; this release required consents from holders of at least 66.67% of the notes.

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

Tenders may no longer be withdrawn.

The tender offers are conditioned on receipt of required consents for the relevant series and are also subject to a financing condition.

Barclays (800 438-3242 or 212 528-7581), Citigroup Global Markets Inc. (800 588-3745 or 212 723-6106) and RBC Capital Markets (877 381-2099 or 212 618-7843) are the dealer managers.

D.F. King & Co., Inc. (212 269-5550, 866 521-4487 or lifepoint@dfking.com) the tender agent and information agent.

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

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