Lifepoint Health, Inc. Announces Upsize and Pricing of $1.1 Billion Senior Secured Notes Offering

Lifepoint Health, Inc. (the "Company") today announced that it has priced its offering of $1.1 billion aggregate principal amount of 11.00% Senior Secured Notes due 2030 (the "Notes") at an issue price of 100.000% in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The offering size was increased from the previously announced offering size of $1.0 billion aggregate principal amount of the Notes. The closing of the offering is expected to occur on October 10, 2023, and is subject to market conditions and other factors.

The Company intends to use the net proceeds from the offering, together with proceeds from a new $1.85 billion senior secured term loan credit facility (the "New Term Loan Facility") and cash on hand, to repay borrowings outstanding under its existing senior secured term loan facility and to pay related fees and expenses.

The Notes will initially be fully and unconditionally guaranteed by all of the Company's subsidiaries that guarantee (collectively, the "Guarantors") the New Term Loan Facility and the Company's other senior secured notes and senior unsecured notes. The Notes and related guarantees will be secured by a first-priority security interest in the notes priority collateral, which generally includes most inventory and fixed assets of the Company and the Guarantors and which assets also secure, or will secure, the New Term Loan Facility and outstanding senior secured notes on a first-priority basis and the Company's senior secured asset-based revolving credit facility (the "ABL Facility") on a second-priority basis, and a second-priority security interest in ABL priority collateral, which generally includes most accounts receivable and certain other receivables of the Company and the Guarantors and which assets also secure the ABL Facility on a first-priority basis and also secure, or will secure, the New Term Loan Facility and outstanding senior secured notes on a second-priority basis.

The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

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, 60 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 Notes offering, the New Term Loan Facility and the anticipated use of proceeds. 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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