IASIS Healthcare in Refinancing Transactions

May 10, 2011

Cleary Gottlieb represented IASIS Healthcare in a series of refinancing transactions, consisting of:

-- an offering of $850 million in aggregate principal amount of 8.375% Senior Notes due 2019 (the “Notes”) through an institutional private placement. BofA Merrill Lynch, Barclays Capital, Citi, Goldman Sachs and J.P. Morgan served as joint book-running managers in connection with the offering of the Notes, and Deutsche Bank Securities and SunTrust Robinson Humphrey served as co-managers;

-- new senior secured credit facilities with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital, Citigroup Global Markets, J.P. Morgan Securities and Goldman Sachs Bank USA as joint lead arrangers and joint book-runners, Bank of America, as administrative agent, swing line lender and L/C issuer, Barclays Capital as syndication agent and Citicorp North America, General Electric Capital Corporation and SunTrust Bank as co-documentation agents. The new senior secured credit facilities consist of (1) a $1,025 million senior secured term loan facility and (2) a $300 million senior secured revolving credit facility that includes borrowing capacity available for letters of credit and swingline loans; and

-- a tender offer to purchase for cash any and all of its and IASIS Capital Corporation’s outstanding 8 ¾% Senior Subordinated Notes due 2014 (the “8 ¾% Notes”) and a concurrent solicitation of consents from the holders to amend the indenture governing the 8 ¾% Notes. As a result of receiving tenders and related consents from the holders of approximately $441 million aggregate principal amount of 8 ¾% Notes, representing nearly 93% of the outstanding 8 ¾% Notes, a supplemental indenture was executed to eliminate substantially all of the restrictive covenants, certain events of default, all subordination requirements and related provisions contained in the indenture. IASIS and IASIS Capital Corporation also issued an irrevocable notice of redemption for the remaining 8 ¾% Notes that were not purchased in the tender offer. BofA Merrill Lynch served as Dealer Manager and Solicitation Agent, and Global Bondholder Services Corporation was the Information Agent for the tender offer.

The proceeds of the offering of the Notes, together with borrowings under the senior secured term loan facility of $1,025 million, were used to fund the initial settlement of the tender offer to repurchase the 8 ¾% Notes, and will be used to refinance amounts outstanding under IASIS’s existing credit facilities, fund the purchase of any additional 8 ¾% Notes tendered in the tender offer, redeem any 8 ¾% Notes outstanding following the consummation or termination of the tender offer, repay in full the senior paid-in-kind loans of IASIS Healthcare Corporation, the parent company of IASIS, fund the recently completed acquisition of St. Joseph Medical Center, raise capital for general corporate purposes, including future acquisitions and strategic growth initiatives, as well as potential distributions to equity holders, and to pay the fees and expenses associated with this transaction.

IASIS, located in Franklin, Tennessee, is a leading owner and operator of medium-sized acute care hospitals in high-growth urban and suburban markets. The Company operates its hospitals with a strong community focus by offering and developing healthcare services targeted to the needs of the markets it serves, promoting strong relationships with physicians and working with local managed care plans. IASIS owns or leases 18 acute care hospital facilities and one behavioral health hospital facility with a total of 4,362 licensed beds and has total annual net revenue of approximately $2.8 billion. These hospital facilities are located in seven regions: Salt Lake City, Utah; Phoenix, Arizona; Tampa-St. Petersburg, Florida; five cities in Texas, including Houston and San Antonio; Las Vegas, Nevada; West Monroe, Louisiana; and Woodland Park, Colorado. IASIS also owns and operates a Medicaid and Medicare managed health plan in Phoenix that serves more than 197,000 members.