Lifepoint Health, Inc. (the “Company”) today announced that it is commencing a tender offer (the “Tender Offer”) to purchase for cash any and all of its outstanding 6.750% Senior Secured Notes due 2025 (the “Notes”). In connection with the Tender Offer, the Company is also soliciting consents from holders of the Notes (the “Consent Solicitation”) to certain proposed amendments to the indenture and related documents governing the Notes to, among other things, eliminate substantially all of the restrictive covenants and certain 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 from 30 days to two business days (collectively, the “Proposed Amendments”). 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.

The Tender Offer and Consent Solicitation are subject to the terms and conditions set forth in the offer to purchase and consent solicitation statement, dated July 31, 2023, relating thereto (the “Statement”). Holders of the Notes are urged to carefully read the Statement before making any decision with respect to the Tender Offer and Consent Solicitation.

The Notes and other information relating to the Tender Offer and Consent Solicitation are listed in the table below. The Statement more fully sets forth the terms of the Tender Offer and Consent Solicitation.

Holders who validly tender their Notes and deliver their consents to the Proposed Amendments prior to 5:00 p.m., New York City time, on August 11, 2023 (the “Early Tender Time”) will be eligible to receive the Total Consideration of $1,017.50 per $1,000 principal amount of Notes tendered, which includes a Consent and Early Tender Payment of $30.00 per $1,000 principal amount of Notes tendered. Holders must validly tender and not validly withdraw their Notes, and have their Notes accepted for purchase in the Tender Offer, at or prior to the Early Tender Time in order to be eligible to receive the Total Consideration, including the Consent and Early Tender Payment.

The Tender Offer and Consent Solicitation are scheduled to expire one minute after 11:59 p.m., New York City Time, on August 25, 2023, unless extended or earlier terminated by the Company (the “Expiration Time”).

Holders tendering their Notes after the Early Tender Time but at or prior to the Expiration Time will receive the Tender Offer Consideration of $987.50 per $1,000 principal amount of Notes tendered.

Upon the terms and conditions described in the Statement, payment for Notes accepted for purchase will be made:

Holders whose Notes are accepted for purchase will receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date.

Tendered Notes may be withdrawn and the related consents may be revoked (and will be revoked upon the withdrawal of the tendered Notes) at any time on or prior to 5:00 p.m., New York City time, on August 11, 2023, unless extended by the Company (the “Withdrawal Deadline”). Holders of Notes who tender their Notes after the Withdrawal Deadline, but at or prior to the Expiration Time, may not, subject to limited exceptions, withdraw their tendered Notes or revoke their consents.

The Tender Offer and Consent Solicitation are conditioned upon the satisfaction of certain conditions, including the closing of an offering of new notes by the Company on terms and in an aggregate principal amount satisfactory to the Company. Subject to applicable law, the Company may also terminate the Tender Offer and Consent Solicitation at any time in its sole discretion.

The Company has retained Citigroup Global Markets Inc. (“Citi”) and Barclays Capital Inc. (“Barclays”) to act as dealer managers and solicitation agents (the “Dealer Managers”) for the Tender Offer and Consent Solicitation. Global Bondholder Services Corporation will act as the Information Agent and the Depositary for the Tender Offer. Questions regarding the Tender Offer should be directed to Citi at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 (collect), or Barclays at (800) 438-3242 (toll free) or (212) 528-7581 (collect). Requests for documentation should be directed to Global Bondholder Services Corporation at (212) 430-3774 (for banks and brokers) or 855-654-2014 (for all others).

This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase the Notes. The Tender Offer and Consent Solicitation are being made solely pursuant to the Statement. 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 Company by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

None of the Company or its affiliates, the Dealer Managers, the Information Agent, the Depositary or the trustee with respect to the Notes is making any recommendation as to whether holders should tender any Notes in response to the Tender Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.

About Lifepoint Health

Lifepoint Health is a leading healthcare provider that serves patients, clinicians, communities and partner organizations across the healthcare continuum. Driven by a mission of making communities healthier^®, the company has a growing diversified healthcare delivery network comprised of more than 50,000 dedicated employees, 62 community hospital campuses, more than 50 rehabilitation and behavioral health hospitals and more than 200 additional sites of care, including managed acute rehabilitation units, outpatient centers and post-acute care facilities.

Forward-Looking Statements:

This press release contains forward-looking statements that involve risks and uncertainties. Forward-looking statements include any statements that address future results or occurrences. In some cases you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “would,” “should,” “could” or the negatives thereof. Generally, the words “anticipate,” “believe,” “continue,” “expect,” “intend,” “estimate, “project,” “plan” and similar expressions identify forward-looking statements. In particular, statements about the Company’s expectations, beliefs, plans, objectives, assumptions or future events or performance contained elsewhere in this press release are forward-looking statements. These forward-looking statements include statements that are not historical facts, including statements concerning the financing transactions discussed in this press release. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause its actual results, performance or achievements to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments. Statements in this press release are made as of the date hereof. New factors emerge from time to time that could cause actual results to differ, and it is not possible to predict all such factors.

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