RegionalCare Hospital Partners Holdings Inc. (RCCH) entered into a definitive agreement to acquire LifePoint Health Inc. (NasdaqGS:LPNT) for $2.6 billion on July 22, 2018. LifePoint shareholders will receive $65 per share in cash for each LifePoint share owned. Each stock option, restricted stock unit, performance restricted stock unit and deferred units of LifePoint will be exchanged for cash on the basis of $65 per unit minus the exercise price, if any. The purchase includes $2.9 billion of net debt and minority interest, resulting in an enterprise value of $5.6 billion of LifePoint. The merger will be accounted as a "purchase transaction" for financial accounting purposes. Concurrent with the transaction, LifePoint may actively solicit alternative acquisition proposals during a 30-day period following the execution date of the definitive agreement until August 22, 2018. RCCH has entered into an equity commitment letter with Apollo Investment Fund VIII, L.P., Apollo Overseas Partners (Delaware 892) VIII, L.P., Apollo Overseas Partners (Delaware) VIII, L.P. and Apollo Overseas Partners VIII, L.P. for an aggregate equity commitment of up to $1 billion, debt commitment letter with Citigroup Global Markets Inc., Barclays Bank PLC, Royal Bank of Canada, RBC Capital Markets, Credit Suisse Loan Funding LLC, Credit Suisse AG, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, UBS AG, Stamford Branch, PSP Investments Credit USA LLC and an affiliate of Qatar Investment Authority pursuant to which the lenders will provide debt financing in an aggregate amount of $4.975 billion and debt commitment letter with Citigroup Global Markets Inc., Barclays Bank PLC, Royal Bank of Canada, RBC Capital Markets, Credit Suisse Loan Funding LLC, Credit Suisse AG, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, and UBS AG, Stamford Branch pursuant to which the lenders will provide with an asset-based revolving credit facility in an aggregate amount of $800 million. Upon closing, LifePoint will become a wholly owned subsidiary of RCCH. Upon completion of the transaction, LifePoint will operate as a private company under its previous name of LifePoint Health and LifePoint common stock will be delisted from the NASDAQ Global Select Market. LifePoint may be required to pay a fee of up to $80.4 million while RCCH may be required to pay LifePoint a reverse termination fee of up to approximately $160 million in the event of termination of the transaction under certain circumstances. LifePoint will continue operating out of its Brentwood, Tennessee, headquarters. Post-completion, the combined company will be led by William F. Carpenter III, Chairman and Chief Executive Officer of LifePoint who will retire upon completion of the merger and will join the Board of Directors of the combined company. David Dill, LifePoint’s current President and Chief Operating Officer will assume the role of Chief Executive Officer. John Bumpus will assume the role of Executive Vice President Administration, Mike Coggin will assume the role of Executive Vice President and Chief Financial Officer, Victor Giovanetti will assume the role of Executive Vice President Hospital Operations, Rob Jay will assume the role of Executive Vice President Integrated Operations and Jennifer Peters will assume the role of Executive Vice President General Counsel. In addition, reporting directly to David Dill will be the Government Relations and Development departments, as well as Ethics & Compliance which also will have a direct reporting relationship to the board. The transaction is subject to customary closing conditions, including approval by LifePoint’s shareholders, the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended following the filing of premerger notification and report forms with the Federal Trade Commission and the Antitrust Division of the Department of Justice, approval of the Michigan Department of Insurance and Financial Services and the approval of the Cayman Islands Monetary Authority. LifePoint Board of Directors has unanimously approved the transaction and recommended that stockholders vote in favor of adoption of the agreement. The consummation of the merger is not conditioned upon RCCH obtaining the proceeds of any financing. The special meeting of LifePoint shareholders to approve the transaction will be held on October 29, 2018. As of October 29, 2018, LifePoint shareholders approved the transaction. The transaction is expected to be completed during the fourth quarter of calendar year 2018. Michael Rimland, Karim Nensi and Jason Silvers of Goldman Sachs & Co. LLC acted as financial advisor to LifePoint. Morton Pierce, Michelle Rutta, Chang-Do Gong, Robert Chung, Richard Burke, Steven Chabinsky, Rebecca Farrington, David Dreier, Arlene Hahn, Steven Lutt, Gregory Owens, Henrik Patel, Kenneth Barr, Seth Kerschner, Patti Marks, Jonathan Black, Micaela Glass, Sandra Jorgensen, Tamer Mahmoud, Simon Cassell, Jisan Kim, Narissa Lyngen, Arian Mossanenzadeh, Laura Mulry, Alexandra Norman, Julianne Prisco, Suni Sreepada and DeVoia Stewart of White & Case LLP acted as legal advisors to LifePoint. Barclays and MTS Health Partners LP acted as financial advisors to RCCH. Adam K. Weinstein, Tony D. Feuerstein, Rosa Testani, Timothy Jonas Clark, Randall Brett Dorf, Ross Karlik, Andres Zambrano, Jason Sison, Patrick Fenn, David Phelps and Eugene Elder of Akin Gump Strauss Hauer & Feld LLP served as legal advisors to RCCH. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Sidley Austin LLP also acted as legal advisors to RCCH. Philip Richter and Brian A. Blitz of Fried, Frank, Harris, Shriver & Jacobson LLP provided legal advice to Goldman Sachs. Georgeson LLC acted as proxy solicitor and American Stock Transfer & Trust Company, LLC acted as transfer agent to LifePoint. LifePoint has agreed to pay Goldman Sachs a transaction fee of approximately $31.6 million, $3 million of which became payable upon the execution of the merger agreement, and the remainder of which is contingent upon consummation of the proposed merger. Georgeson will be paid approximately $0.02 million.