Fitch Rates LifePoint Health's Senior Notes 'BB/RR4'; Outlook Stable

NEW YORK--()--Fitch Ratings has assigned a 'BB/RR4' rating to LifePoint Health, Inc.'s (LifePoint) $300 million senior notes maturing in 2023. The proceeds will be used for general corporate purposes. The Rating Outlook is Stable. A complete list of ratings follows at the end of this release. The ratings apply to approximately $2.2 billion of debt at Sept. 30, 2015.

KEY RATING DRIVERS

--LifePoint's pro forma leverage (total debt to EBITDA) considering the $300 million of new notes is amongst the lowest in the for-profit hospital industry at 3.4x. Coupled with strong and consistent free cash flow (FCF), this gives the company financial flexibility to pursue a fairly aggressive growth through acquisition strategy while maintaining credit metrics supportive of the 'BB' Issuer Default Rating (IDR).

--Although operating trends in the for profit hospital industry improved starting in mid-2014, secular challenges, including a shift to lower-cost care settings and health insurer scrutiny of hospital care, are a continuing headwind to organic growth.

--LifePoint's recent acquisitions have been in faster growing markets with a more favorable patient payor mix than the company's legacy markets, improving the business profile.

--There are headwinds to profitability. Some are industry-wide concerns, including the potential for negative operating leverage as recently strong volume performance subsides, and a reduction in cash payments for demonstrating meaningful use of electronic health records. Specific to LifePoint, the integration of a rapid succession of acquisitions is a drag on profitability.

Acquisitions Driving Better Results

While LifePoint remains primarily a rural and small suburban market hospital operator, the company has recently been deploying capital to buy hospitals in faster-growing markets, as well as making acquisitions to build out the network of facilities in certain of its existing markets. This strategy has contributed to stronger trends in patient volumes and pricing, evidenced by growth in pricing in continuing operations being markedly better than same-hospital results starting in 2014.

LifePoint's legacy portfolio exposed the company to certain operating challenges. These included high volumes of uninsured patients and uncompensated care, sensitivity to trends in low acuity conditions like the seasonal flu, and a greater macroeconomic sensitivity of patient demand. Fitch believes the company's improved geographic mix will translate into better organic operating trends as an increasing number of the recent acquisitions are rolled into same-store results in 2015-2016.

But Strategy Not Without Challenges

The rapid pace of M&A does present some challenges. Rolling in the newly acquired hospitals is a headwind to profitability since the company's typical target is a not-for-profit community hospital that operates with margins much below the legacy LifePoint group of hospitals. In the third quarter of 2015 (3Q15), the company's operating EBITDA margin dropped by 23 basis points (bps) versus the prior year period, with management attributing much of the decline to the integration of acquisitions.

Hospital operators acquire properties with the intent of improving profitability over a period of several years. The source of margin improvement includes both the obvious sorts of cost synergies, as well as revenue synergies stemming from relationships with patients and health insurers. As with any inorganic growth strategy, there is some amount of integration risk involved, but LifePoint has a recently successful track record based on the margin improvements posted in the class of recently acquired hospitals.

Affordable Care Act Supporting Operations, Although Benefit Tapering

LifePoint operates in markets that have historically had high exposure to uninsured patients, contributing to a significant financial headwind from uncompensated care. Only nine of the 21 states in which LifePoint operates hospitals have so far opted into Medicaid expansion under the Affordable Care Act (ACA), but the company experienced a very marked decline in volumes of self-pay patients in these states; same-hospital self-pay admissions in Medicaid expansion states dropped 71% in the 4Q14, and in all states by 42%.

There remains a significant amount of uncertainty regarding the ACA's ultimate impact on the hospital sector. Based on 3Q15 results reported by LifePoint and the company's industry peers, the initial tailwinds to volume and patient mix seems to be tapering, but further benefits could be realized by additional states opting to expand Medicaid eligibility.

KEY ASSUMPTIONS

--Fitch expects LifePoint to realize low single digit organic topline growth through the forecast period. This incorporates an assumption that both patient volumes and pricing will show some pull back from the strong results of the past couple of quarters. Secular headwinds to growth in the hospital sector remain intact, comparisons became more difficult in the second half of 2015, and the tailwind from the ACA health insurance expansion is tapering.

--Fitch forecasts EBITDA of $715 million for LifePoint in 2015, including the contribution of recent acquisitions and year end leverage of 3.4x.

--Fitch expects LifePoint's operating EBITDA margin to contract by about 60 bps in 2015 versus the 2014 level. The drop in profitability is related to some negative operating leverage as recently very strong volume growth recedes, as well as to the integration of less profitable acquired hospitals.

--Capital expenditures are forecasted at $270 million in 2015; higher capital expenditures are related to capital commitments at recently acquired hospitals. In some cases, this is project-related spending, which will support future EBITDA growth.

--FCF (CFO less capital expenditures and dividends) remains above $200 million throughout the forecast period despite higher capital expenditures.

--The company deploys cash for both acquisitions and share repurchases; total debt is maintained at a level where leverage is consistently below 4.0x.

RATING SENSITIVITIES

A downgrade could result from gross debt/EBITDA being maintained above 4.0x and FCF generation sustained below $150 million annually. The most likely driver of a negative rating action is debt funding of capital deployment, including acquisitions and share repurchases, leading to leverage sustained above 4.0x. In addition, difficulty in the integration of recent acquisitions and the timing and level of funding of capital projects in new markets could weigh on FCF and the credit profile.

An upgrade to 'BB+' would be supported by the company operating with leverage below 3.0x. Fitch does not believe LifePoint currently has a financial incentive to operate with leverage at such a low level, and it is inconsistent with the company's recently more aggressive stance toward capital deployment for M&A and share repurchases.

LIQUIDITY

LifePoint's liquidity profile is supportive of the 'BB' credit profile. At Sept. 30, 2015, LifePoint's liquidity included $313 million of cash on hand, $331 million of available capacity on its bank facility revolving loan and latest 12 months (LTM) FCF of $377 million. LifePoint's LTM EBITDA to gross interest expense was solid for the 'BB' rating category at 6.3x and the company has ample operating cushion under its bank facility financial maintenance covenants, which require debt to be maintained below 4.5x EBITDA.

Debt maturities are manageable. The next large maturity is the term loans, which have a final maturity in 2017. The terms of the bank agreement give LifePoint significant flexibility to issue additional debt, including debt secured on a basis pari passu with the bank agreement. The company is permitted to issue incremental term loans or secured notes up to a senior secured leverage ratio of 3.5x, with an $800 million carveout permitted regardless of the senior leverage ratio.

The indentures for the two outstanding series of senior unsecured notes due 2020 and 2021 allow additional secured debt up to a secured leverage ratio of 3.0x and 3.5x, respectively, plus a carveout of the greater of $200 million or 5% of total assets for the notes due 2020 and $300 million or 6% of total assets for the notes due 2021. Above this level, there is a springing lien provision that would result in the senior notes becoming equally and ratably secured. With a secured leverage ratio of 0.9x at Sept. 30, 2015, LifePoint has significant capacity for secured debt under all of the debt agreements.

FULL LIST OF RATING ACTIONS

Fitch currently rates LifePoint as follows:

--Issuer Default Rating 'BB';

--Secured bank facility 'BB+/RR1';

--Senior unsecured notes 'BB/RR4'.

The Rating Outlook is Stable.

Date of relevant committee: June 12, 2015.

Additional information is available on www.fitchratings.com

Applicable Criteria

Corporate Rating Methodology - Including Short-Term Ratings and Parent and Subsidiary Linkage (pub. 17 Aug 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=869362

Additional Disclosures

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=994426

Endorsement Policy

https://www.fitchratings.com/jsp/creditdesk/PolicyRegulation.faces?context=2&detail=31

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Contacts

Fitch Ratings
Primary Analyst
Megan Neuburger, CFA
Managing Director
+1-212-908-0501
Fitch Ratings, Inc.
33 Whitehall Street
New York, NY 10004
or
Secondary Analyst
Jacob Bostwick, CPA
Director
+1-312-368-3169
or
Committee Chairperson
Monica Aggarwal, CFA
Managing Director
+1-212-908-0282
or
Media Relations:
Alyssa Castelli, +1-212-908-0540
alyssa.castelli@fitchratings.com

Contacts

Fitch Ratings
Primary Analyst
Megan Neuburger, CFA
Managing Director
+1-212-908-0501
Fitch Ratings, Inc.
33 Whitehall Street
New York, NY 10004
or
Secondary Analyst
Jacob Bostwick, CPA
Director
+1-312-368-3169
or
Committee Chairperson
Monica Aggarwal, CFA
Managing Director
+1-212-908-0282
or
Media Relations:
Alyssa Castelli, +1-212-908-0540
alyssa.castelli@fitchratings.com