LifePoint holders tender more 2023 notes, no additional 2024 notes

By Marisa Wong

Los Angeles, March 9 – LifePoint Health Inc. announced the final 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 midnight ET at the end of the day on March 6, the expiration date, holders had tendered a total of $622,743,000, or 77.84%, of the 2023 notes and $84.12 million, or 24.03%, of the 2024 notes.

The total amount of tendered 2023 notes reflects an additional $240,000 tendered after the early tender deadline at 5 p.m. ET on Feb. 21. No additional 2024 notes were tendered after the early tender date.

As announced on Feb. 7, the total consideration per $1,000 principal amount is $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 of the 2023 notes tendered after the early deadline will be eligible to receive a tender consideration of $1,022.50 per $1,000 principal amount.

LifePoint will also pay accrued interest to but excluding the applicable settlement date. Early settlement occurred on Feb. 24, and final settlement is expected to be on March 9.

On Feb. 24 the company announced it received the necessary consents to approve the proposed amendments to the indenture governing the 2023 notes.

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

The amendments aim to 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 could not tender their notes without delivering their consents, and holders could not deliver their consents without tendering their notes.

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

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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