Legend Merger Sub, Inc. Announces Preliminary Results of Tender Offer and Consent Solicitation for LifePoint Health, Inc.’s 5.5% Senior Notes Due 2021, 5.875% Senior Notes Due 2023 and 5.375% Senior Notes Due 2024
NEW YORK--(BUSINESS WIRE)--Nov 13, 2018--Legend Merger Sub, Inc. (the “Offeror”), a wholly-owned subsidiary of RegionalCare Hospital Partners Holdings, Inc. (d/b/a RCCH Healthcare Partners) (“RCCH”), announced today preliminary results with respect to the Offeror’s previously announced tender offer to purchase for cash (the “Tender Offer”) any and all of LifePoint Health, Inc.’s (“Legacy LifePoint”) 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 5:00 p.m., New York City time, on November 9, 2018, the early tender deadline with respect to the Tender Offer and Consent Solicitation (the “Early Tender 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) $1,073,313,000 (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approximately 97.57%) of the aggregate principal amount of the 5.5% Senior Notes have been validly tendered and not withdrawn in the Tender Offer, (ii) $482,164,000 (representing approximately 96.43%) of the aggregate principal amount of the 5.875% Senior Notes have been validly tendered and not withdrawn in the Tender Offer and (iii) $488,535,000 (representing approximately 97.71%) of the aggregate principal amount of the 5.375% Senior Notes have been validly tendered and not withdrawn in the Tender Offer, and corresponding consents have been delivered in the related Consent Solicitation. As of the Early Tender Date, the Offeror has received the requisite consents to the proposed amendments to the indentures governing the Notes (the “Indentures”).
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”), will receive, if such tendered Notes are accepted for purchase pursuant to the Tender Offer and Consent Solicitation, the Total Consideration (as defined below). Notes tendered and consents delivered whether prior to, on or after the Withdrawal Deadline may no longer be withdrawn at any time, except as required by applicable law.
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). Holders of the Notes may still participate in the Tender Offer and Consent Solicitation until the expiration time of the Tender Offer and Consent Solicitation at 12:00 midnight, New York City time, at the end of the day on November 27, 2018 (as the same may be extended, the “Expiration Date”), unless extended or earlier terminated by the Offeror.
The consideration for the Notes validly tendered (and not validly withdrawn) in the Tender Offer is set forth in the table below.
(1) For each $1,000 principal amount of Notes, excluding accrued and unpaid interest from the last payment date, which interest will be paid up to, but not including, the applicable Settlement Date, in addition to the Tender Consideration or Total Consideration, as applicable. (2) Payable only to Holders who validly tendered (and did not validly withdraw) Notes on or prior to the Early Tender Date. (3) The Early Participation Premium is included in the Total Consideration for Notes tendered and accepted on or prior to the Early Tender Date.
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 initial settlement date for Notes validly tendered on or prior to the Early Tender Date is expected to be on or promptly after November 16, 2018, which is the expected date of the closing of the Acquisition (as defined below).
The Tender Offer and Consent Solicitation are being conducted in connection with the previously announced merger agreement, pursuant to which, among other things, RCCH, the direct parent of the Offeror, has agreed to acquire Legacy LifePoint (the “Acquisition”). The Offeror’s obligation to accept and pay for the Notes is conditioned upon the substantially concurrent closing of the Acquisition and the satisfaction or waiver of other customary conditions precedent.
The Tender Offer and Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated October 29, 2018 (the “Tender Offer Materials”), which sets forth a more detailed description of the Tender Offer and Consent Solicitation. Holders of the Notes are urged to carefully read the Tender Offer Materials before making any decision with respect to the Tender Offer and Consent Solicitation.
All the conditions described in the Tender Offer Materials, including the condition requiring the substantially concurrent closing of the Acquisition, the Requisite Consent Condition and the Financing Condition (each as defined in the Tender Offer Materials), remain unchanged. The Offeror has the right, in its sole discretion, to extend, withdraw or terminate the Tender Offer and Consent Solicitation at any time and for any reason, subject to applicable law.
The Offeror is making the Tender Offer and Consent Solicitation only by, and pursuant to, the terms of the Tender Offer Materials. None of the Offeror, Legacy LifePoint, the Dealer Manager (as defined below), the trustee under each Indenture, the tender agent and information agent nor any of their respective affiliates makes any recommendation as to whether or not holders of the Notes should tender or refrain from tendering their Notes.
The Tender Offer and Consent Solicitation are being conducted in connection with 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 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 email@example.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).
RCCH Healthcare Partners works with communities to build strong regional healthcare systems that are known for quality patient care. Based in Brentwood, Tennessee, RCCH Healthcare Partners operates 18 regional health systems in 12 states. RCCH Healthcare Partners has more than 15,000 employees and 2,800 affiliated physicians and mid-level providers. For more information, visit www.RCCHHealth.com.
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 Offeror’s, RCCH’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 the Offeror and RCCH 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.
View source version on businesswire.com:https://www.businesswire.com/news/home/20181113005409/en/
CONTACT: RCCH Healthcare Partners
Jeff Atwood, 615-844-9800
KEYWORD: UNITED STATES NORTH AMERICA NEW YORK
INDUSTRY KEYWORD: HEALTH HOSPITALS
SOURCE: RCCH Healthcare Partners
Copyright Business Wire 2018.
PUB: 11/13/2018 08:00 AM/DISC: 11/13/2018 08:01 AM