LifePoint gets tenders for $2.04 billion of 5½%, 5 7/8%, 5 3/8% notes

By Sarah Lizee

Olympia, Wash., Nov. 28 – LifePoint Health Inc. accepted tenders for $1,073,343,000, or about 97.58%, of the 5½% senior notes due 2021, $482,263,000, or about 96.45%, of the 5 7/8% senior notes due 2023 and $488.56 million, or about 97.71%, of the 5 3/8% senior notes due 2024 in a tender offer that expired at midnight ET on Nov. 28, according to a press release.

As previously reported, the issuer announced on Oct. 29 that it was tendering for the notes in an offer by Legend Merger Sub, Inc., a wholly owned subsidiary of RegionalCare Hospital Partners Holdings, Inc., doing business as RCCH Healthcare Partners.

As previously reported, LifePoint gave an early update on Nov. 16 and said that $1,073,313,000, or 97.57%, of the 2021 notes; $482,164,000, or 96.43%, of the 2023 notes; and $488,535,000, or 97.71%, of the 2024 notes were tendered by Nov. 16, the date a merger between LifePoint and RegionalCare Hospital Partners Holdings closed.

The LifePoint notes covered by the tender are priced as follows with the purchase price for each $1,000 principal amount listed:

• $1.1 billion 5½% senior notes due 2021 with a purchase price of $986.75 and total purchase price of $1,016.75;

• $500 million 5 7/8% senior notes due 2023 with a purchase price of $1,017.06 and a total purchase price of $1,047.06; and

• $500 million 5 3/8% senior notes due 2024 with a purchase price of $1,020.66 and a total purchase price of $1,050.66.

The total amount included an early tender premium of $30.00 for each $1,000 principal amount of notes tendered before the early deadline, which was 5 p.m. ET on Nov. 9.

Holders also received accrued interest up to but excluding the settlement date of Nov. 16.

Along with the tender, Legend is soliciting consents to amend the notes indentures to eliminate or modify substantially all of the restrictive covenants, certain reporting obligations, certain events of default and related provisions, according to an announcement.

The tender offer and consent solicitation were made in connection with the plans by RCCH to acquire Legacy LifePoint.

The offer was conditioned upon the substantially concurrent closing of the acquisition.

Holders may not tender their notes without giving consents, and holders may not give consents without tendering their notes.

Barclays (800 438-3242 or 212 528-7581) is the dealer manager and solicitation agent. D.F. King & Co., Inc. (212 269-5550, 800 676-7437 or lpnt@dfking.com) is the tender agent and information agent.

As reported, the company entered into $4.35 billion of senior secured credit facilities and sold $1.43 billion of senior notes to help fund its merger with RCCH HealthCare Partners, which is owned by Apollo Global Management LLC.

LifePoint and RCCH are both Brentwood, Tenn.-based health care providers. The combined company will operate under the LifePoint Health name.

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