SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 6, 2013
LIFEPOINT HOSPITALS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | | 000-51251 | | 20-1538254 |
(State or Other Jurisdiction | | (Commission File Number) | | (IRS Employer |
of Incorporation) | | | | Identification No.) |
103 Powell Court | | |
Brentwood, Tennessee | | 37027 |
(Address of Principal Executive Offices) | | (Zip Code) |
(615) 372-8500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
1. Indenture and Senior Notes due 2021
On December 6, 2013 LifePoint Hospitals, Inc. (NASDAQ: LPNT) (the “Company”) issued $700,000,000 aggregate principal amount of 5.5% senior notes due 2021 (the “Notes”), which mature on December 1, 2021, pursuant to an indenture, dated December 6, 2013, between the Company, the Guarantors (as defined therein) and Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”). The Notes are guaranteed by certain of the Company’s existing and future domestic subsidiaries and were sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in accordance with Regulation S under the Securities Act.
The Company will pay interest on the Notes at a rate of 5.5% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing June 1, 2014.
The Company may redeem the Notes, in whole or part, at any time prior to December 1, 2016 at a price equal to 100% of the principal amount of the Notes redeemed plus an applicable “make whole” premium, plus accrued and unpaid interest, if any, to the date of redemption. The Company may redeem the Notes, in whole or in part, at any time on or after December 1, 2016, at specified redemption prices plus accrued and unpaid interest, if any, to the date of redemption. At any time before December 1, 2016, the Company may redeem up to 35% of the aggregate principal amount of the Notes issued under the indenture with the net cash proceeds of one or more qualified equity offerings at a redemption price equal to 105.500% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest; provided that: at least 65% of the aggregate principal amount of the Notes remains outstanding immediately after the occurrence of such redemption; and such redemption occurs within 180 days of the date of the closing of any such qualified equity offering.
In the event of a Change of Control (as defined in the Indenture) the Company will be required to offer to repurchase all of the Notes at a repurchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase.
The Indenture contains covenants that limit the Company’s ability and the ability of Company’s restricted subsidiaries to, among other things: incur additional indebtedness, pay dividends or repurchase capital stock, make certain investments, create liens, enter into certain types of transactions with our affiliates and sell assets or consolidate or merge with or into other companies. These covenants are subject to a number of important limitations and exceptions. The Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately.
The foregoing summary is qualified in its entirety by reference to the Indenture, a copy of which is filed as Exhibit 4.1 to this Form 8-K.
2. Registration Rights Agreement
In connection with the issuance of the Notes, the Company and the Guarantors entered into a registration rights agreement , dated as of December 6, 2013 (the “Registration Rights Agreement”) with Barclays Capital Inc. as representative of the several initial purchasers (the “Initial Purchasers”) in connection with the Notes, pursuant to the Indenture (as described above).
The Company has agreed to use commercially reasonable efforts to register with the SEC exchange notes having substantially identical terms as the Notes and will use commercially reasonable efforts to have an exchange offer registration statement declared effective, and cause such exchange offer to be completed no later than 360 calendar days after the original issue date of the Notes. Under certain circumstances, the Company may be required to file a shelf registration statement with respect to the Notes.
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