Obbligazione LifePoint Health 5.375% ( US53219LAQ23 ) in USD

Emittente	LifePoint Health
Prezzo di mercato	100 USD ▼
Paese	Stati Uniti
Codice isin	US53219LAQ23 ( in USD )
Tasso d'interesse	5.375% per anno ( pagato 2 volte l'anno)
Scadenza	30/04/2024 - Obbligazione è scaduto
La brochure del prospetto in formato PDF
Importo minimo	2 000 USD
Importo totale	500 000 000 USD
Cusip	53219LAQ2
Standard & Poor's ( S&P ) rating	N/A
Moody's rating	N/A
Descrizione dettagliata	LifePoint Health è una società sanitaria statunitense che gestisce ospedali e centri medici in numerosi stati, fornendo un'ampia gamma di servizi sanitari. The Obbligazione issued by LifePoint Health ( United States ) , in USD, with the ISIN code US53219LAQ23, pays a coupon of 5.375% per year. The coupons are paid 2 times per year and the Obbligazione maturity is 30/04/2024

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TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424b(3)
Registration No. 333-216346
PROSPECTUS
$500,000,000
Offer to Exchange Registered 5.375% Senior Notes due 2024
For All of Outstanding
Unregistered 5.375% Senior Notes due 2024
We are offering to exchange our outstanding 5.375% Senior Notes due 2024, in the aggregate principal amount of $500,000,000 aggregate
principal amount of 5.375% Senior Notes due 2024 issued on May 26, 2016 (the "outstanding notes") for up to $500,000,000 of our new 5.375%
Senior Notes due 2024 (the "exchange notes"), which will be registered under the Securities Act of 1933, as amended (the "Securities Act").
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We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange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 5:00 p.m., New York City time, on June 6, 2017, 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 (as defined below) 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 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 15 for a discussion of certain risks that you should consider before
participating in the exchange offer.
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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 May 8, 2017.
Table of Contents
TABLE OF CONTENTS
Market and Industry Data

ii

Trademarks, Trade Names and Service Marks

ii

Forward-Looking Statements

ii

Summary

1

Risk Factors
15

Use of Proceeds
21

Ratio of Earnings to Fixed Charges
22

Description of Other Indebtedness
23

The Exchange Offer
26

Description of the Exchange Notes
37

Book-Entry Settlement and Clearance
85

Certain U.S. Federal Income Tax Considerations
88

Plan of Distribution
89

Legal Matters
90

Experts
90

Where You Can Find More Information; Incorporation by Reference
91
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
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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 trademarks Making Communities Healthier®, LifePoint Health®, 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 in statements we file with the SEC and/or release to the public. 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; efforts to reduce the cost of providing healthcare while increasing quality; descriptions of plans or
objectives of our management for future operations, services or growth plans including acquisitions, divestitures, business strategies, core strategies and
other initiatives, including our relationship with Duke University Health System, Inc. through Duke LifePoint Healthcare; 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: future financial performance and condition; future liquidity and capital resources; future cash flows; existing debt;
changes in depreciation and amortization expenses; our business strategy and operating philosophy; effects of competition in a hospital's market; costs
of providing care to our patients; our compliance with new and existing laws and regulations as well as costs and benefits associated with compliance;
the impact of national healthcare reform; the impact of efforts to modify, repeal and/or replace the Affordable Care Act; income from electronic health
record ("EHR") incentive programs; anticipated capital expenditures, including routine projects, investments in information systems and capital projects
related to previous acquisitions and the expectation that capital commitments could be a significant component of future acquisitions; timeframes for
completion of capital projects; implementation of supply chain management and revenue cycle functions; accounting estimates and the impact of
accounting methodologies; industry and general economic trends; patient shifts to lower cost healthcare plans which generally provide lower
reimbursement; participation in the healthcare exchanges and the impact of increasing enrollment by patients in insurance plans with narrow, tiered
networks, high deductibles or high co-payments; the effect on self-pay revenue of increasing enrollment in insurance plans with high deductibles or
high co-payments; reimbursement changes, including policy considerations and changes resulting from state budgetary restrictions; patient volumes and
related revenues; claims and legal actions relating to professional liabilities, governmental investigations and voluntary self-disclosures; and physician
recruiting, employment and retention.
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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," "predict" 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 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.
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There are several factors, some beyond our control, that could cause results to differ significantly from our expectations. Some of these factors, as
well as other factors such as market, operational, liquidity, interest rate and other risks, are described in this prospectus and the documents incorporated
by reference in this prospectus. Any factor described in this prospectus or the documents incorporated by reference herein could by itself, or together
with one or more factors, materially and 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 also 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 15 of this prospectus for more information about important risks that you should consider
before making an investment decision in the notes. Unless otherwise indicated or the context otherwise requires, LifePoint Health, Inc. and its
subsidiaries are referred to herein as "LifePoint," the "Company," "we," "our" or "us."
Our Company
We own and operate community hospitals, regional health systems, physician practices, outpatient centers, and post-acute facilities. At March 31,
2017, on a consolidated basis, we operated 72 hospital campuses in 22 states throughout the United States, having a total of 9,417 licensed beds. We
generate revenues by providing a broad range of general and specialized healthcare services to patients through a network of hospitals and outpatient
facilities. We generated revenues of $1,630.2 million and $1,580.7 million during the three months ended March 31, 2017 and 2016, respectively, of
which 54.3% and 52.7%, respectively, were derived from the collective Medicare and Medicaid programs. Payments made to our facilities pursuant to
the Medicare and Medicaid programs for services rendered rarely exceed our costs for such services. 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. The healthcare
industry continues to endure a period where the costs of providing care are rising faster than reimbursement rates from government or private
commercial payors. This places a premium on efficient operation, the ability to reduce or control costs and the need to leverage the benefits of our
organization across all of our facilities.
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. The services provided at any specific hospital depend on factors such as community need for the service, whether physicians necessary to
operate the service line safely are members of the medical staff of that hospital, whether the service might be supported by community residents, and
any contractual or certificate of need restrictions that exist. Like most hospitals located in non-urban markets, our hospitals do not engage in extensive
medical research and medical education programs. However, a number of our hospitals have affiliations with medical schools, including the clinical
rotation of medical and pharmacy students, and two of our hospitals own and operate schools of nursing and other allied health professions.
We seek to fulfill our mission of Making Communities Healthier® by striving to (1) improve the quality and types of healthcare services available
in our communities; (2) provide physicians with a positive environment in which to practice medicine, with access to necessary equipment and
resources; (3) develop and provide a positive work environment for employees; (4) expand each hospital's role as a community asset; and (5) improve
each hospital's financial performance. We expect our hospitals to be the place where patients choose to come for care, where physicians want to
practice medicine and where employees want to work.
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Industry Overview
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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 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 community assets and preserve the local availability of quality healthcare services are interested in selling or leasing
these hospitals to a company like ours, that is committed to the local delivery of healthcare and that has greater access to capital and
management resources.
Business Strategy
In order to achieve growth in patient volumes, revenues and profitability given the competitive and structural environment, we continue to focus
our business strategy on the following:
·
Measurement and improvement of quality of patient care and perceptions of such quality in communities where our hospitals are located;
·
Targeted recruiting of primary care physicians and physicians in key specialties;
·
Retention of physicians and efforts to improve physician satisfaction, including employing a greater number of primary care physicians
as well as physicians in certain specialties;
·
Retention and, where needed, recruitment of non-physician employees involved in patient care and efforts to improve employee
satisfaction;
·
Targeted investments in new technologies, new service lines and capital improvements at our facilities;
·
Improvements in management of expenses and revenue cycle;
·
Negotiation of improved reimbursement rates with non-governmental payors;
·
Strategic growth through acquisition and integration of hospitals and other healthcare facilities where valuations are attractive and we
can identify opportunities for improved financial performance through our management or ownership; and
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·
Developing strategic partnerships with not-for-profit healthcare providers to achieve growth in new regions.
As part of our ongoing efforts to further manage costs and improve the results of our revenue cycle, we have partnered with a third party to provide
certain nonclinical business functions, including payroll processing, supply chain management and revenue cycle functions. We believe this model of
sharing centralized resources to support common business functions across multi-facility enterprises provides us efficiencies and is the most cost
effective approach to managing these nonclinical business functions.
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Additional Information
We are a Delaware corporation. Our principal executive offices are located at 330 Seven Springs Way, Brentwood, Tennessee 37027 and our
telephone number at that address is (615) 920-7000. Our corporate website address is www.lifepointhealth.net. Information contained on our website or
that can be accessed through our website is not incorporated by reference in this prospectus and does not constitute a part of this prospectus and you
should not rely on that information.
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The Exchange Offer
The summary below describes the principal terms of the exchange offer. See also the section of this prospectus titled "The Exchange Offer, "which
contains a more detailed description of the terms and conditions of the exchange offer.
On May 26, 2016, we sold, through a private placement exempt from the registration requirements of the Securities Act, $500,000,000 of our
5.375% Senior Notes due 2024. We refer to these notes as "outstanding notes" in this prospectus.
Simultaneously with the private placement of the outstanding notes, we entered into a registration rights agreement, dated May 26, 2016 (the
"Registration Rights Agreement"), with the initial purchasers of the outstanding notes. Under the Registration Rights Agreement, we are required to
file a registration statement with the Securities and Exchange Commission (the "SEC") enabling the holders of the outstanding notes to exchange their
outstanding notes for exchange notes with identical terms, and to use our commercially reasonable efforts to complete the exchange offer pursuant to
the terms of the Registration Rights Agreement. You may exchange your outstanding notes for exchange notes in this exchange offer. You should read
the discussion under the headings "--Summary of Exchange Offer ," "The Exchange Offer" and "Description of the Exchange Notes" for further
information regarding the exchange notes.
We did not register the outstanding notes under the Securities Act or any state securities law, nor do we intend to after the exchange offer. As a
result, the outstanding notes may only be transferred in limited circumstances under the securities laws. If the holders of the outstanding notes do not
exchange their outstanding notes in the exchange offer, they lose their right to have the outstanding notes registered under the Securities Act, subject to
certain limitations. Anyone who still holds outstanding notes after the exchange offer may be unable to resell their outstanding notes.
General
You are entitled to exchange in the exchange offer your outstanding notes for
exchange notes, which are identical in all material respects to the outstanding
notes except:

· the exchange notes will have been registered under the Securities Act;

· the exchange notes are not entitled to any registration rights that are
applicable to the outstanding notes under the Registration Rights
Agreement; and

· the provisions of the Registration Rights Agreement that provide for
payment of special interest upon a registration default are no longer
applicable.

Securities Offered
$500,000,000 aggregate principal amount of 5.375% Senior Notes due 2024.

The Exchange Offer
We are offering to exchange up to $500,000,000 aggregate principal amount
of our 5.375% Senior Notes due 2024 and the related guarantees, which have
been registered under the Securities Act, for any and all of our outstanding
5.375% Senior Notes due 2024 and the related guarantees.
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Outstanding notes may be exchanged only in denominations of $2,000 and in integral multiples of
$1,000 in excess thereof; provided that the untendered portion of any outstanding note must be in a
minimum denomination of $2,000.

Subject to the satisfaction or waiver of specified conditions, we will exchange the exchange notes for all
outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the
exchange offer. We will cause the exchange to be effected promptly after the expiration of the exchange
offer.

Resale
Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we
believe that the exchange notes issued pursuant to the exchange offer in exchange for outstanding notes
may be offered for resale, resold and otherwise transferred by you (unless you are our "affiliate" within
the meaning of Rule 405 under the Securities Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that:

· you are acquiring the exchange notes in the ordinary course of your business; and

· you have not engaged in, do not intend to engage in, and have no arrangement or understanding with
any person to participate in, a distribution of the exchange notes.

If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding
notes that you acquired as a result of market-making activities or other trading activities, you must
acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes.
See "Plan of Distribution."

Expiration
The exchange offer expires at 5:00 p.m., New York City time, on June 6, 2017, unless extended by us.
Date
We do not currently intend to extend the expiration date.

Withdrawal
You may withdraw any tender of your outstanding notes at any time prior to the expiration of the
exchange offer. We will return to you any of your outstanding notes that are not accepted for any reason
for exchange, without expense to you, promptly after the expiration or termination of the exchange offer.

Interest on the
Exchange
Notes and
the
No interest will be paid on either the exchange notes or the outstanding notes at the time of the
Outstanding
exchange. The exchange notes will accrue interest from and including the last interest payment date on
Notes
which interest has been paid on the outstanding notes.
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Accordingly, the holders of outstanding notes that are accepted for exchange will not receive accrued
but unpaid interest on such outstanding notes at the time of tender. Rather, that interest will be
payable on the exchange notes delivered in exchange for the outstanding notes on the first interest
payment date after the expiration date of the exchange offer, which will be November 1, 2017.

Conditions to
the Exchange
The exchange offer is subject to customary conditions, which we may assert or waive. See "The
Offer
Exchange Offer--Conditions to the Exchange Offer."

Procedures for
Tendering
If you wish to participate in the exchange offer, you must complete, sign and date the accompanying
Outstanding
letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in
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Notes held in
this prospectus and the letter of transmittal. You must then mail or otherwise deliver the letter of
the Form of
transmittal, or a facsimile of the letter of transmittal, together with the outstanding notes and any other
Book-Entry
required documents, to the exchange agent at the address set forth on the cover page of the letter of
Interests
transmittal.

If you hold outstanding notes through The Depository Trust Company ("DTC") and wish to
participate in the exchange offer, you must comply with the procedures under DTC's Automated
Tender Offer Program by which you will agree to be bound by the letter of transmittal.

By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among
other things:

· you do not have an arrangement or understanding with any person or entity to participate in the
distribution of the exchange notes;

· you are not our "affiliate" within the meaning of Rule 405 under the Securities Act;

· you are not engaged in, and do not intend to engage in, a distribution of the exchange notes;

· you are acquiring the exchange notes in the ordinary course of your business; and

· if you are a broker-dealer that receives exchange notes for your own account in exchange for
outstanding notes that were acquired as a result of market-making activities, that you will deliver a
prospectus, as required by law, in connection with any resale of such exchange notes.
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Special
If you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer,
Procedures
commercial bank, trust company or other nominee, and you wish to tender those outstanding notes in
for Beneficial
the exchange offer, you should contact the registered holder promptly and instruct the registered
Owners
holder to tender those outstanding notes on your behalf. If you wish to tender on your own behalf, you
must, prior to completing and executing the letter of transmittal and delivering your outstanding notes,
either make appropriate arrangements to register ownership of the outstanding notes in your name or
obtain a properly completed bond power from the registered holder. The transfer of registered
ownership may take considerable time and may not be able to be completed prior to the expiration
date.

No Guaranteed
Delivery
No guaranteed delivery procedures are available in connection with the exchange offer. You must
Procedures
tender your outstanding notes by the Expiration Date in order to participate in the exchange offer.

Effect on
As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding
Holders of
notes pursuant to the terms of, the exchange offer, we will have fulfilled a covenant under the
Outstanding
Registration Rights Agreement. Accordingly, there will be no increase in the interest rate on the
Notes
outstanding notes under the circumstances described in the Registration Rights Agreement. If you do
not tender your outstanding notes in the exchange offer, you will continue to be entitled to all the
rights and limitations applicable to the outstanding notes as set forth in the indenture under which the
outstanding notes were issued, except we will not have any further obligation to you to provide for the
exchange and registration of the outstanding notes and related guarantees under the Registration Rights
Agreement. To the extent that outstanding notes are tendered and accepted in the exchange offer, the
trading market for outstanding notes could be adversely affected.

Consequences
All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in
of Failure to
the outstanding notes and in the indenture under which the outstanding notes were issued. In general,
Exchange
the outstanding notes may not be offered or sold, unless 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 do not anticipate that we
will register the outstanding notes under the Securities Act.
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U.S. Federal Income Tax The exchange of outstanding notes for exchange notes in the exchange offer will not be a
Consequences of the
taxable event for United States federal income tax purposes. See "Certain U.S. Federal
Exchange Offer
Income Tax Considerations--The Exchange Offer."

Use of Proceeds
We will not receive any cash proceeds from the issuance of exchange notes in the exchange
offer. See "Use of Proceeds."

Exchange Agent
The Bank of New York Mellon Trust Company, N.A. is the exchange agent for the exchange
offer. The addresses and telephone numbers of the exchange agent are set forth under "The
Exchange Offer--Exchange Agent."
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The Exchange Notes
The summary below describes the principal terms of the exchange notes. Some of the terms and conditions described below are subject to
important limitations and exceptions. You should carefully read the "Description of the Exchange Notes" section of this prospectus for a more detailed
description of the notes.
Issuer
LifePoint Health, Inc.

Securities Offered
$500 million aggregate principal amount of 5.375% Senior Notes due 2024

Maturity Date
May 1, 2024

Interest
Interest on the exchange notes will accrue at the rate of 5.375% per annum,
payable semi-annually in arrears.

Interest Payment Dates
We will pay interest on the exchange notes semi-annually on May 1 and
November 1 of each year, commencing November 1, 2017.

Ranking
The exchange notes will be our senior unsecured obligations. Accordingly,
they will rank:

· equal in right of payment to our existing and future senior indebtedness;

· senior in right of payment to our existing and future subordinated
indebtedness;

· effectively subordinated in right of payment to our secured debt to the
extent of the value of the assets securing such debt, including our senior
secured credit facilities; and

· structurally subordinated in right of payment to all existing and future
indebtedness and other liabilities of any of our existing or future non-
guarantor subsidiaries.

Guarantees
The exchange notes will be jointly and severally guaranteed on an unsecured
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senior basis by certain of our existing and future domestic subsidiaries. Each
subsidiary guarantee will rank:

· equal in right of payment to the guarantors' existing and future senior
indebtedness;

· senior in right of payment to the guarantors' existing and future
subordinated indebtedness; and

· effectively subordinated in right of payment to the secured debt of the
guarantors to the extent of the value of the assets securing such debt,
including guarantees under our senior secured credit facilities.

Our non-guarantor subsidiaries accounted for $703.1 million, or 43.1%, of
our total revenues for the three months ended March 31, 2017 and
$2,171.7 million, or 34.2%, of our total assets and $462.8 million, or 11.8%,
of our total liabilities (excluding intercompany liabilities) as of March 31,
2017.
9
Table of Contents
Optional Redemption
We may redeem the exchange notes, in whole or in part, at any time prior to
May 1, 2019 at a price equal to 100% of the principal amount of the notes
redeemed plus an applicable "make-whole" premium (as described in
"Description of the Exchange Notes--Optional Redemption "), plus accrued
and unpaid interest, if any, to the date of redemption. We may redeem the
exchange notes, in whole or in part, at any time on or after May 1, 2019, at
the redemption prices listed under "Description of the Exchange Notes--
Optional Redemption" plus accrued and unpaid interest, if any, to the date of
redemption.

At any time before May 1, 2019, we may redeem up to 35% of the aggregate
principal amount of the exchange notes issued under the indenture with the
net cash proceeds of one or more qualified equity offerings at a redemption
price equal to 105.375% of the principal amount of the notes to be redeemed,
plus accrued and unpaid interest, if any, to the date of redemption; provided
that:

· at least 65% of the aggregate principal amount of the exchange 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.

See "Description of the Exchange Notes--Optional Redemption ."

Change of Control
If we experience a change of control under certain circumstances, we must
offer to repurchase all of the exchange notes at a price equal to 101% of their
principal amount, plus accrued and unpaid interest, if any, to the repurchase
date. See "Description of the Exchange Notes--Repurchase at the Option of
Holders--Change of control."

Covenants
The indenture contains covenants that, among other things, limit our ability
and the ability of certain of our subsidiaries to:

· incur additional indebtedness;

https://www.sec.gov/Archives/edgar/data/1044942/000104746917003251/a2232075z424b3.htm[5/9/2017 10:38:26 AM]

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