Bond LifePoint Health 6.625% ( US53219LAK52 ) in USD

Issuer	LifePoint Health
Market price	100 % ⇌
Country	United States
ISIN code	US53219LAK52 ( in USD )
Interest rate	6.625% per year ( payment 2 times a year)
Maturity	01/10/2020 - Bond has expired
Prospectus brochure in PDF format
Minimal amount	2 000 USD
Total amount	400 000 000 USD
Cusip	53219LAK5
Standard & Poor's ( S&P ) rating	BB- ( Non-investment grade speculative )
Moody's rating	Ba2 ( Non-investment grade speculative )
Detailed description	LifePoint Health is a large US-based healthcare company that operates hospitals and other healthcare facilities across various states, providing a range of medical services. The Bond issued by LifePoint Health ( United States ) , in USD, with the ISIN code US53219LAK52, pays a coupon of 6.625% per year. The coupons are paid 2 times per year and the Bond maturity is 01/10/2020 The Bond issued by LifePoint Health ( United States ) , in USD, with the ISIN code US53219LAK52, was rated Ba2 ( Non-investment grade speculative ) by Moody's credit rating agency. The Bond issued by LifePoint Health ( United States ) , in USD, with the ISIN code US53219LAK52, was rated BB- ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-174014
PROSPECTUS
$400,000,000

Offer to Exchange Registered 6.625% Senior Notes due 2020
For All of Outstanding
Unregistered 6.625% Senior Notes due 2020
We are offering to exchange up to $400,000,000 of our new 6.625% Senior Notes due 2020, which are jointly and severally guaranteed on an unsecured senior
basis by certain of our current and future domestic subsidiaries (the "exchange notes"), which will be registered under the Securities Act of 1933, as amended (the
"Securities Act"), for any and all of our outstanding 6.625% Senior Notes due 2020, which are jointly and severally guaranteed on an unsecured senior basis by
certain of our current and future domestic subsidiaries (the "outstanding notes"). We are offering to exchange the exchange notes for the outstanding notes to
satisfy our obligations contained in the registration rights agreement that we entered into when the outstanding notes were sold pursuant to Rule 144A and
Regulation S under the Securities Act. We sometimes refer to the exchange notes and the outstanding notes collectively as the "notes."
The Exchange Offer
· We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable,
except in limited circumstances described below.
· You may withdraw tenders of outstanding notes at any time prior to the expiration date of the exchange offer.
· The exchange offer expires at 11:59 p.m., New York City time, on June 28, 2011, unless extended. We do not currently intend to extend the expiration date.
· The exchange of the outstanding notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes.
· We will not receive any cash proceeds from the exchange offer.
The Exchange Notes
· We are offering exchange notes to satisfy certain obligations under the registration rights agreement entered into in connection with the private offering of the
outstanding notes.
· The terms of the exchange notes to be issued in the exchange offer are identical in all material respects to the outstanding notes, except that the exchange notes will be
freely tradable, except in limited circumstances described below.
· We do not plan to list the exchange notes on a national securities exchange or automated quotation system.
All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the related indenture. In general, the
outstanding notes may not be offered or sold, unless
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registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other
than in connection with the exchange offer, we currently do not anticipate that we will register the outstanding notes under the Securities Act.
See "Risk Factors" beginning on page 13 for a discussion of certain risks that you should consider before participating in the exchange offer.
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with
any resale of such exchange notes as required by applicable securities laws and regulations. The letter of transmittal states that by so acknowledging and delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in
exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. In
addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus. We have agreed that, for a period of 90 days after the date of this
prospectus, we will make this prospectus available to any broker-dealer for use in connection with such resale. See "Plan of Distribution."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or passed upon the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is June 1, 2011.

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TABLE OF CONTENTS

Market and Industry Data
ii
Trademarks, Trade Names and Service Marks
ii
Forward-Looking Statements
ii
Summary
1
Use of Proceeds
30
Ratio of Earnings to Fixed Charges
31
Capitalization
32
Description of Other Indebtedness
35
The Exchange Offer
38
Description of the Exchange Notes
48
Certain U.S. Federal Income Tax Considerations
93
Plan of Distribution
98
Legal Matters
99
Experts
99
Where You Can Find More Information; Incorporation By Reference
99
You should rely only on the information contained or incorporated by reference in this prospectus or in any additional written communication prepared by or
authorized by us. We have not authorized anyone to provide you with any information or represent anything about us, our financial results or the exchange offer
that is not contained in or incorporated by reference into this prospectus or in any additional written communication prepared by or on behalf of us. If given or
made, any such other information or representation should not be relied upon as having been authorized by us. We are not making an offer to exchange the
outstanding notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus or in any additional
written communication prepared by or on behalf of us is accurate only as of the date on its cover page and that any information incorporated by reference herein
is accurate only as of the date of the document incorporated by reference.

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MARKET AND INDUSTRY DATA
This prospectus and the documents incorporated by reference herein include market share and industry data and forecasts that we obtained from industry publications,
third-party surveys and internal company surveys. Although we believe that the third-party sources are reliable, we have not independently verified market industry data
provided by third parties or by industry or general publications, and we do not take any further responsibility for this data. Similarly, while we believe our internal estimates
with respect to our industry are reliable, our estimates have not been verified by any independent sources, and we cannot assure you that they are accurate. Our estimates
involve risks and uncertainties and are subject to change based on various factors, including those discussed under the sections entitled "Forward-Looking Statements" and
"Risk Factors" below.
TRADEMARKS, TRADE NAMES AND SERVICE MARKS
We own or have rights to use the trademarks, trade names and service marks that we use in conjunction with the operation of our business. We own the trademark
Making Communities Healthier®, LifePoint Hospitals® and LifePoint®. We do not own any trademark, trade names or service mark of any other company appearing in this
prospectus.
FORWARD-LOOKING STATEMENTS
We make forward-looking statements in this prospectus and in reports and proxy statements we file with the SEC. In addition, our senior management makes forward-
looking statements orally to analysts, investors, the media and others. Broadly speaking, forward-looking statements include:

· projections of our revenues, net income, earnings per share, capital expenditures, cash flows, debt repayments, interest rates, operating statistics and data or other
financial items;

· descriptions of plans or objectives of our management for future operations, services or growth plans including acquisitions, divestitures, business strategies and
initiatives;

· interpretations of Medicare and Medicaid laws and regulations and their effect on our business; and

· descriptions of assumptions underlying or relating to any of the foregoing.
In this prospectus and the documents incorporated by reference herein, for example, we make forward-looking statements, including statements discussing our
expectations about:

· this offering, including the use of proceeds, stabilizing transactions and the issuance and delivery of the notes;

· future financial performance and condition;

· future liquidity and capital resources;

· future cash flows;

· existing and future debt and equity structure;

· our strategic goals;

· future acquisitions;

· our business strategy and operating philosophy, including an evaluation of growth strategies for existing markets and for potential acquisitions;

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· costs of providing care to our patients;

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· changes in interest rates;

· our compliance with new and existing laws and regulations;

· the impact of national healthcare reform;

· the performance of counterparties to our agreements;

· effect of credit ratings;

· professional fees;

· increased costs of salaries and benefits;

· industry and general economic trends;

· reimbursement changes;

· patient volumes and related revenues;

· future capital expenditures, including capital expenditures related to information systems;

· the impact of changes in our critical accounting estimates;

· claims and legal actions relating to professional liabilities, governmental investigations and other matters; and

· physician recruiting and retention, including trends in physician employment.
Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements often include
words such as "can," "could," "may," "should," "believe," "will," "would," "expect," "project," "estimate," "seek," "anticipate," "intend," "target," "continue" or similar
expressions. You should not unduly rely on forward-looking statements, which give our expectations about the future and are not guarantees. Forward-looking statements
speak only as of the date they are made. We operate in a continually changing business environment, and new risk factors emerge from time to time. We cannot predict
such new risk factors nor can we assess the impact, if any, of such new risk factors on our business or to the extent to which any factor or combination of factors may cause
actual results to differ materially from those expressed or implied by any forward-looking statement. We do not undertake any obligation to update our forward-looking
statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.
There are several factors, including some beyond our control, that could cause results to differ significantly from our expectations. Some of these factors are described in
more detail in the section captioned "Risk Factors." Other factors, such as market, operational, liquidity, interest rate, regulatory and other risks are described elsewhere in
this prospectus and the documents incorporated by reference in this prospectus. Any factor described in this prospectus or the documents incorporated by reference could by
itself, or together with one or more factors, adversely affect our business, results of operations and/or financial condition. There may be factors not described in this
prospectus or the documents incorporated by reference herein that could cause results to differ from our expectations.

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SUMMARY
This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information you
should consider before investing in the notes. You should read carefully this entire prospectus and the documents incorporated by reference. Please read "Risk
Factors," beginning on page 13 of this prospectus for more information about important risks that you should consider before making an investment descision.
Unless the context otherwise requires, LifePoint Hospitals, Inc. and its subsidiaries are referred to herein as "LifePoint," the "Company," "we," "our" or "us."
Our Company
We operate general acute care hospitals in non-urban communities in the United States. At March 31, 2011, we operated 52 hospital campuses in 17 states, having
a total of 5,798 licensed beds. We generate revenue primarily through hospital services offered at our facilities. We generated $3,262.4 million in revenues from
continuing operations for the year ended December 31, 2010 and $888.6 million for the three months ended March 31, 2011.
Our hospitals typically provide the range of medical and surgical services commonly available in hospitals in non-urban markets. These services include general
surgery, internal medicine, obstetrics, emergency room care, radiology, oncology, diagnostic care, coronary care, rehabilitation services, pediatric services, and, in
some of our hospitals, specialized services such as open-heart surgery, skilled nursing, psychiatric care and neuro-surgery. In many markets, we also provide
outpatient services such as same-day surgery, laboratory, x-ray, respiratory therapy, imaging, sports medicine and lithotripsy. Like most hospitals located in non-
urban markets, our hospitals do not engage in extensive medical research and medical education programs. However, three of our hospitals have an affiliation with
medical schools, including the clinical rotation of medical students, and one of our hospitals owns and operates a school of health professions with a nursing program
and a radiologic technology program.
We derived 42.8% of our revenues from continuing operations from the Medicare and Medicaid programs, collectively for the year ended December 31, 2010 and
42.9% for the three months ended March 31, 2011. Payments made to our hospitals pursuant to the Medicare and Medicaid programs for services rendered rarely
exceed our costs for such services. The hospital industry is also enduring a period where the costs of providing care are rising faster than reimbursement rates. As a
result, we rely largely on payments made by private or commercial payors, together with certain limited services provided to Medicare recipients, to generate an
operating profit.
Industry Overview
We believe that non-urban communities present opportunities for us because of the following factors:

· Less Competition than Urban Markets. Because non-urban communities have smaller populations, they generally have fewer hospitals and other healthcare
service providers. Because non-urban hospitals are generally the sole providers of inpatient services in their markets, there is limited competition. However,
we are experiencing an increase in competition from other specialized care providers, including outpatient surgery, oncology, physical therapy and
diagnostic centers, as well as competing services rendered in physician offices.
· Community Focus. We believe that the local hospital generally is viewed as an integral part of the community. In addition, we believe that non-urban
communities can have a higher level of patient and physician loyalty that fosters cooperative relationships among the local hospitals, physicians,
employees, patients and local government authorities.
· Acquisition Opportunities. Currently, not-for-profit and governmental entities own most non-urban hospitals. These entities often have limited access to the
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capital needed to keep pace with advances in medical technology. In addition, these entities sometimes lack the resources to leverage their professional staff
in the manner necessary to control hospital expenses, recruit and retain physicians, expand healthcare services and comply with increasingly complex
reimbursement and managed care requirements. As a result, patients may migrate, be referred by local physicians, or be encouraged by managed care plans
to travel to hospitals in larger, urban markets. We believe that, as a result of these pressures, many not-for-profit and governmental owners of non-urban
hospitals who wish to maximize the value of their
1
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