UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 30, 2006 (June 30, 2006)
-------------
LIFEPOINT HOSPITALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-51251 20-1538254
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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 Former 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:
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Exhibit Index located on Page 4
1
Item 1.01 Entry Into a Material Definitive Agreement
On June 30, 2006, LifePoint Hospitals, Inc., a Delaware corporation (the
"Company"), entered into an Incremental Facility Amendment No. 3 (the "Amendment
No. 3") with the lenders party thereto and Citicorp North America, Inc., as
administrative agent for the lenders (the "Administrative Agent"), to the Credit
Agreement dated as of April 15, 2005, by and among the Company, the
Administrative Agent, the lenders referred to therein, Bank of America, N.A.,
CIBC World Markets Corp., SunTrust Bank, UBS Securities LLC, as co-syndication
agents and Citigroup Global Markets Inc., as sole lead arranger and sole
bookrunner (as amended, amended and restated, supplemented or otherwise modified
from time to time, the "Credit Agreement"). The Amendment No. 3 provides for the
increase in the availability of the Term B Loans under the Credit Agreement by
up to $50 million. The Company has borrowed $50 million in the form of the
incremental Term B Loans thereunder. The proceeds of these incremental Term B
Loans have been used to finance the acquisition of Clinch Valley Medical Center,
St. Joseph's Hospital, Saint Francis Hospital and Raleigh General Hospital (the
"Acquired Hospitals") from HCA Inc. ("HCA"). The Amendment No. 3 is included as
Exhibit 10.4 hereto and is incorporated herein by reference.
Effective as of July 1, 2006, in connection with the acquisition of the
Acquired Hospitals, the Company also entered into a Repurchase Agreement with
HCA with respect to the West Virginia facilities. The Repurchase Agreement
provides that, subject to the terms and conditions of the Repurchase Agreement,
upon the occurrence of an Unwind Trigger Event, the Company shall have the right
to require HCA (directly or indirectly) to repurchase each of St. Joseph's
Hospital, Saint Francis Hospital and Raleigh General Hospital, unless the
Company has sold any of the hospitals, in which case the repurchase obligation
does not apply to the sold hospital. An Unwind Trigger Event occurs if either
(i) a final, non-appealable order is granted revoking or denying the Company's
CONs and ordering a sale or closure of the hospitals, or (ii) a similar order is
issued which is not final and non-appealable, but (x) it requires the Company to
divest the hospitals or cease operations as of a specified date, and (y) the
Company is unable to get the order stayed or reversed before such date. The
repurchase price shall equal the final purchase price which the Company acquired
the hospitals from HCA subject to certain adjustments.
Item 2.01 Completion of Acquisition or Disposition of Assets
Effective as of July 1, 2006, the Company will complete its previously
announced acquisition of the Acquired Hospitals from HCA for a purchase price of
$239 million plus specific working capital, including inventory and the
assumption of paid time off, as defined in the purchase agreement. The
acquisition was funded with the proceeds of the Incremental Term B Loans under
the above described Amendment No. 3 and the revolving loans under the Credit
Agreement. A copy of the press release announcing the closing of the acquisition
of the Acquired Hospitals from HCA is attached hereto as Exhibit 99 and is
incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant
The information set forth under "Item 1.01. Entry into a Material
Definitive Agreement" of this Current Report on Form 8-K is incorporated herein
by reference.
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Credit Agreement, dated as of April 15, 2005, among Lakers
Holding Corp. (to be renamed LifePoint Hospitals, Inc.), as
borrower, the lenders referred to therein, Citicorp North
America, Inc., as administrative agent, Bank of America, N.A.,
CIBC World Markets Corp., SunTrust Bank, UBS Securities LLC,
as co-syndication agents and Citigroup Global Markets Inc., as
sole lead arranger and sole bookrunner (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K
filed by LifePoint Hospitals, Inc., dated April 15, 2005).
10.2 Incremental Facility Amendment dated August 23, 2005 among
LifePoint Hospitals, Inc., as borrower, Citicorp North
America, Inc., as administrative agent and the lenders party
thereto (incorporated by reference to Exhibit 10.2 to the
Current Report on Form 8-K filed by LifePoint Hospitals, Inc.,
dated August 23, 2005).
10.3 Amendment No. 2 to the Credit Agreement, dated as of October
14, 2005 among LifePoint Hospitals, Inc., as borrower,
Citicorp North America, Inc., as administrative agent and the
lenders party thereto (incorporated by reference to Exhibit
10.3 to the Current Report on Form 8-K filed by LifePoint
Hospitals, Inc., dated October 18, 2005).
10.4 Incremental Facility Amendment No. 3 to the Credit Agreement,
dated June 30, 2006 among LifePoint Hospitals, Inc., as
borrower, Citicorp North America, Inc., as administrative
agent and the lenders party thereto.
99 Press Release of LifePoint Hospitals, Inc., dated June 30,
2006.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 30, 2006 LIFEPOINT HOSPITALS, INC.
By: /s/ Michael J. Culotta
----------------------------------
Michael J. Culotta
Chief Financial Officer
4
EXHIBIT INDEX
Exhibit
Number Description
--------------------------------------------------------------------------------
10.1 Credit Agreement, dated as of April 15, 2005, among Lakers Holding
Corp. (to be renamed LifePoint Hospitals, Inc.), as borrower, the
lenders referred to therein, Citicorp North America, Inc., as
administrative agent, Bank of America, N.A., CIBC World Markets Corp.,
SunTrust Bank, UBS Securities LLC, as co-syndication agents and
Citigroup Global Markets Inc., as sole lead arranger and sole
bookrunner (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K filed by LifePoint Hospitals, Inc., dated April 15,
2005).
10.2 Incremental Facility Amendment dated August 23, 2005 among LifePoint
Hospitals, Inc., as borrower, Citicorp North America, Inc., as
administrative agent and the lenders party thereto (incorporated by
reference to Exhibit 10.2 to the Current Report on Form 8-K filed by
LifePoint Hospitals, Inc., dated August 23, 2005).
10.3 Amendment No. 2 to the Credit Agreement, dated as of October 14, 2005
among LifePoint Hospitals, Inc., as borrower, Citicorp North America,
Inc., as administrative agent and the lenders party thereto
(incorporated by reference to Exhibit 10.3 to the Current Report on
Form 8-K filed by LifePoint Hospitals, Inc., dated October 18, 2005).
10.4 Incremental Facility Amendment No. 3 to the Credit Agreement, dated
June 30, 2006 among LifePoint Hospitals, Inc., as borrower, Citicorp
North America, Inc., as administrative agent and the lenders party
thereto.
99 Press Release of LifePoint Hospitals, Inc., dated June 30, 2006.
5