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Ardent Health Services Sets Price of Tender Offer

Posted on: Thursday, 30 June 2005, 18:01 CDT

Ardent Health Services LLC announced today the pricing terms of the previously announced cash tender offer and consent solicitation (the "Offer") by its subsidiary, Ardent Health Services, Inc., for its 10% Senior Subordinated Notes due 2013 (CUSIP No. 03979PAB1) (the "Notes").

The total consideration for each $1,000 principal amount of Notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on Wednesday, April 28, 2005 (the "Consent Payment Deadline") is $1,213.06, which includes a consent payment of $30.00. The total consideration was determined by reference to a fixed spread of 50 basis points over the yield, based on the bid price, on the 3-1/4 percent U.S. Treasury Note due August 15, 2008, which was calculated at 2:00 p.m., New York City time, today. The Reference Yield and the Offer Yield, as such terms are used in the Offer to Purchase (as defined below) are 3.665% and 4.165%, respectively. Holders tendering their Notes after the Consent Payment Deadline but on or prior to the expiration date for the Offer will receive the tender offer consideration of $1,183.06 per $1,000 principal amount of Notes tendered, but will not receive the consent payment.

The company expects the initial acceptance date for the Offer to be on or about July 1, 2005, on which date the company will accept for purchase all Notes tendered at least one business day prior to such date. Holders of such Notes will receive accrued and unpaid interest on such Notes up to, but not including, the initial payment date for the Offer, which is expected to be on or promptly following the initial acceptance date. Holders of Notes validly tendered on or after the initial acceptance date, but before the expiration date for the Offer, will receive accrued and unpaid interest on the Notes up to, but not including, the final payment date for the Offer, which is expected to be promptly following the expiration date for the Offer.

The tender offer remains open and is scheduled to expire at 12:00 midnight, New York City time, on July 15, 2005, unless extended.

Requests for documents may be directed to Global Bondholder Services Corporation, the depositary and information agent for the Offer, at 212-430-3774 (collect) or 866-389-1500 (U.S. toll-free). Additional information concerning the Offer may be obtained by contacting Banc of America Securities LLC, High Yield Special Products, at 704-388-9217 (collect) or 888-292-0070 (U.S. toll-free).

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The Offer is being made solely by the Offer to Purchase and Consent Solicitation Statement dated April 15, 2005 (the "Offer to Purchase").

The completion of the Offer is subject to the satisfaction or waiver by the company of a number of conditions, as described in the Offer to Purchase.

Ardent Health Services is a provider of health care services to communities throughout the United States. Ardent currently owns 34 hospitals in 13 states, providing a full range of medical/surgical, psychiatric and substance abuse services to patients ranging from children to adults.

Forward Looking Statement:

This release may include forward-looking statements. These statements are based on the company's current estimates and expectations. Forward-looking statements may include words, such as "may,""will,""plans,""estimates,""anticipates,""believes,""expects,""intends" and similar expressions. These forward-looking statements are subject to various factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected or assumed. These factors, risks and uncertainties include, without limitation, the timing and conditions of the transactions contemplated by the sale agreement relating to the sale of the behavioral care services segment, related recapitalization transactions and the necessary amendments to the company's credit facility; the timing and results of the internal investigation being conducted by the Audit Committee of Ardent's Board of Directors; the ultimate impact and consequences arising from the restatement of the company's previously filed financial statements; the restrictions and covenants in our credit facility and debt instruments; the geographic concentration of our operations, particularly in Albuquerque, New Mexico and Tulsa, Oklahoma; possible changes in the Medicare and Medicaid programs that may limit reimbursement to health care providers and insurers; a possible reduction of profitability of our health plan caused by lower enrollment; our failure to maintain satisfactory relationships with providers or our ability to effectively price our health care premiums or manage medical costs; the availability, cost and terms of malpractice insurance coverage; claims and legal actions relating to liabilities or other matters exceeding the scope of our liability coverage; the highly competitive nature of the health care business, including the competition to recruit and retain physicians and other health care personnel and the ability to retain qualified management; the potential adverse impact of government investigations or "qui tam" lawsuits brought under the False Claims Act or other whistleblower statutes; our ability to integrate newly acquired facilities and improve their operations and realize the anticipated benefits of the acquisitions; our ability to acquire hospitals that meet our target criteria; our ability to manage and integrate our information systems effectively and the impact of the previously announced impairment charge for software, hardware and implementation costs which the company previously capitalized; any reduction in payments to health care providers by government and commercial third-party payers, as well as cost-containment efforts of insurers and other payers; uncertainty associated with compliance with HIPAA and other privacy laws and regulations; changes in, or violations of, Federal, state or local regulation affecting the health care industry; the possible enactment of Federal or state health care reform; changes in general economic conditions and those factors, risks and uncertainties described from time to time in the company's filings with the Securities and Exchange Commission.

The company can give no assurance that the forward-looking statements included in this release will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, you should not regard the inclusion of such information as a representation by us or any other person that our objectives and plans will be achieved. The company undertakes no obligation to update any forward-looking statements contained in this release.

Source: Business Wire

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