OLSHAN
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
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BY FACSIMILE AND FEDERAL EXPRESS
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Mara L. Ransom
Re: LifePoint Hospitals, Inc.
PRRN14A filed on April 20, 2006
DFAN14A filed on April 21, 2006
Filed by Accipiter Life Sciences Fund, LP et al.
File No. 0-51251
Dear Ms. Ransom:
We acknowledge receipt of the letter of comment dated April 24, 2006
from the Staff (the "Comment Letter") with regard to the above-referenced
matter. We have reviewed the Comment Letter with Accipiter Life Sciences Fund,
LP ("Accipiter") and provide the following supplemental response on its behalf.
Our responses are numbered to correspond to your comments.
SCHEDULE 14A
1. The Staff has asked Accipiter to provide support for the statement that
the multiple for the acquisition of the HCA Hospitals is equal to 10x
EBITDA. During LifePoint's January 9, 2006 conference call, management
estimated that EBITDA for the nine months they expected to own the
facilities would be $24 to $27 million, or $34 million annualized. In
LifePoint's Form 10-Q for the second fiscal quarter of 2005, LifePoint
reported that the purchase price for the HCA Hospitals was $285 million
plus $45 million of working capital, or a total purchase price of $330
million. The quotient obtained by dividing $330 million by $34 million
is 9.7x, or approximately 10x EBITDA. See attached support for these
statements.
NEW JERSEY OFFICE
2001 ROUTE 46 / SUITE 202
PARSIPPANY, NEW JERSEY 07054
TELEPHONE: 973.335.7400
FACSIMILE: 973.335.8018
DEFINITIVE ADDITIONAL MATERIALS FILED ON APRIL 21, 2006
2. Accipiter ensures that it will refrain from making the type of
statements referred to in this comment in future communications.
3. See attached support for the peer group average as compared to
LifePoint for executive compensation.
* * * * *
The Staff is invited to contact the undersigned with any comments or
questions it may have.
Very truly yours,
/s/ Steven Wolosky
---------------------------
Steven Wolosky
Enclosures
cc: Gabe Hoffman
