Obligation Healthcare LLC-Iasis Capital 8.375% ( US45072PAD42 ) en USD

Healthcare LLC-Iasis Capital

100.03 % ⇌

Etats-unis

US45072PAD42 ( en USD )

8.375% par an ( paiement semestriel )

15/05/2019 - Obligation échue

Prospectus brochure de l'obligation Healthcare LLC-Iasis Capital US45072PAD42 en USD 8.375%, échue

2 000 USD

849 500 000 USD

45072PAD4

CCC+ ( Risque élevé )

Caa1 ( Risque élevé )

L'Obligation émise par Healthcare LLC-Iasis Capital ( Etats-unis ) , en USD, avec le code ISIN US45072PAD42, paye un coupon de 8.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2019

L'Obligation émise par Healthcare LLC-Iasis Capital ( Etats-unis ) , en USD, avec le code ISIN US45072PAD42, a été notée Caa1 ( Risque élevé ) par l'agence de notation Moody's.

L'Obligation émise par Healthcare LLC-Iasis Capital ( Etats-unis ) , en USD, avec le code ISIN US45072PAD42, a été notée CCC+ ( Risque élevé ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-177620
PROSPECTUS

Offer to Exchange any and all of our outstanding unregistered 8.375% Senior Notes due 2019 for $850,000,000
aggregate principal amount of our new 8.375% Senior Notes due 2019 that have been registered under the Securities Act of
1933, as amended
Terms of the Exchange Offer

· We are offering to exchange any and all of our outstanding 8.375% Senior Notes due 2019 that were issued on May 3, 2011 (the

"Old Notes") for an equal amount of new 8.375% Senior Notes due 2019 (the "New Notes", and together with the Old Notes,
the "notes").
· The exchange offer expires at 5:00 p.m., New York City time, on December 12, 2011 (such date and time, the "Expiration Date",

unless we extend or terminate the exchange offer, in which case the "Expiration Date" will mean the latest date and time to
which we extend the exchange offer).

· Tenders of Old Notes may be withdrawn at any time prior to the Expiration Date.

· All Old Notes that are validly tendered and not validly withdrawn will be exchanged.

· The exchange of Old Notes for New Notes generally will not be a taxable exchange for U.S. federal income tax purposes.

· We will not receive any proceeds from the exchange offer.
· The terms of the New Notes to be issued in the exchange offer are substantially the same as the terms of the Old Notes, except

that the offer of the New Notes is registered under the Securities Act of 1933, as amended (the "Securities Act"), and the New
Notes have no transfer restrictions, rights to additional interest or registration rights.
· The New Notes will not be listed on any securities exchange. A public market for the New Notes may not develop, which could

make selling the New Notes difficult.
Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of such New Notes. The letter of transmittal accompanying this prospectus states
that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter"
within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a
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broker-dealer in connection with resales of New Notes received in exchange for Old Notes where such Old Notes were acquired by
such broker-dealer as a result of market-making activities or other trading activities. Starting on the Expiration Date (as defined
herein) and ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement (as defined herein)
is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with
market-making or other trading activities, we will make this prospectus, as amended or supplemented, available to any broker-dealer
for use in connection with any such resale. See "Plan of Distribution."
Investing in the New Notes to be issued in the exchange offer involves certain risks. See "Risk Factors" beginning on
page 20.
We are not making an offer to exchange the Old Notes in any jurisdiction where the offer is not permitted.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.

The date of this prospectus is November 10, 2011.
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TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION
1

MARKET AND INDUSTRY DATA
2

WEBSITES
2

PROSPECTUS SUMMARY
3

RISK FACTORS
20

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
40

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
41

RATIO OF EARNINGS TO FIXED CHARGES
45

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
46

BUSINESS
70

PROPERTIES
106
LEGAL PROCEEDINGS
106
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING OR FINANCIAL DISCLOSURE
106
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
107
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
108
EXECUTIVE COMPENSATION
112
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
133
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
135
DESCRIPTION OF THE EXCHANGE OFFER
137
DESCRIPTION OF NOTES
146
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
204
PLAN OF DISTRIBUTION
208
USE OF PROCEEDS
208
LEGAL MATTERS
208
EXPERTS
208
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
LETTER OF TRANSMITTAL
A-1

We have not authorized anyone to give any information or make any representation about the offering that is
different from, or in addition to, that contained in this prospectus or the related registration statement. If you are in a
jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or
if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not
extend to you. The information contained in this document speaks only as of the date of this document unless the information
specifically indicates that another date applies.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-4 to register this exchange offer of the New Notes, which
you can access on the SEC's website at http://www.sec.gov. This prospectus, which forms part of the registration statement, does not
contain all of the information included in that registration statement. For further information about us and about the New Notes offered
in this prospectus, you should refer to the registration statement and its exhibits. You may read and copy any materials we file with the
SEC at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information
on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. These materials are also available to the public
from the SEC's website at http://www.sec.gov.

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MARKET AND INDUSTRY DATA
Certain market and industry data included in this prospectus has been obtained from third party sources that we believe to
be reliable. Market estimates are calculated by using independent industry publications, government publications and third party
forecasts in conjunction with our assumptions about our markets. We have not independently verified such third party information and
cannot assure you of its accuracy or completeness. While we are not aware of any misstatements regarding any market, industry or
similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including
those discussed under the headings "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in this prospectus.
WEBSITES
The information contained on or that can be accessed through any of our websites is not incorporated in, and is not part of,
this prospectus or the registration statement.

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PROSPECTUS SUMMARY
This summary highlights significant aspects of our business and this exchange offer, but it is not complete and does
not contain all of the information that you should consider before making your investment decision. You should carefully read
this entire prospectus, including the information presented under the section entitled "Risk Factors" and the historical
financial data and related notes before making an investment decision. This summary contains forward-looking statements
that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward-
looking statements as a result of certain factors, including those set forth under "Risk Factors" and "Cautionary Note
Regarding Forward-Looking Statements."
With respect to the discussion of the terms of the notes on the cover page, in the section entitled "Prospectus
Summary--Summary of the Exchange Offer," in the section entitled "Prospectus Summary--Summary of the New Notes" and
in the section entitled "Description of Notes," references to "we," "us" or "our" include only IASIS Healthcare LLC and
IASIS Capital Corporation (jointly, the "Issuers") and not any other consolidated subsidiaries of the Issuers.
Company Overview
We are a leading owner and operator of acute care hospitals in high-growth urban and suburban markets. We are
focused on delivering high-quality patient care by providing a broad range of services aimed at the needs of the individuals we
serve, and by integrating our core strategies with our local physicians' and clinicians' practices. We continue to focus on
expanding our footprint within our existing markets by establishing additional care delivery settings. At June 30, 2011, we owned
or leased 18 acute care hospitals and one behavioral health hospital with a total of 4,362 licensed beds; we also operate several
outpatient facilities and provide related services. For the nine months ended June 30, 2011, we generated consolidated net
revenue and Adjusted EBITDA of $2,070.3 million and $228.0 million, respectively. We operate in the following regions:

Licensed
Number of
Region Breakdown

Beds
Hospitals
Salt Lake City, Utah

705

4

Phoenix, Arizona

621

4

Tampa-St. Petersburg, Florida

688

3

Five markets in Texas, including Houston and San Antonio

1,935
5

Las Vegas, Nevada

175

1

West Monroe, Louisiana

223

1

Woodland Park, Colorado

15

1

Total

4,362
19

Our general, acute care hospital facilities offer a variety of medical and surgical services commonly available in
hospitals, including emergency services, general surgery, internal medicine, cardiology, obstetrics, orthopedics, psychiatry and
physical rehabilitation. In addition, our facilities provide outpatient and ancillary services including outpatient surgery, physical
therapy, radiation therapy, diagnostic imaging and respiratory therapy.
We also own and operate Health Choice Arizona, Inc. ("Health Choice" or the "Plan"), a Medicaid and Medicare
managed health plan in Phoenix that served over 197,000 members as of June 30, 2011.
Since 2001, following organic growth and the implementation of a number of operational initiatives, expansion
projects and acquisitions, our financial performance has improved significantly. Adjusted EBITDA for the fiscal year ended
September 30, 2010, was $290.8 million, representing a compound annual growth rate of 12.0%.

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Industry Overview
We believe that the following healthcare trends will benefit well-positioned hospital companies:
Aging Population and Continued Growth in the Need for Healthcare Services. According to the U.S. Census
Bureau, the U.S. population includes 40.2 million Americans aged 65 or older, which represents 13.0% of the total
population. By the year 2030, the number of Americans aged 65 or older is expected to increase to 71.5 million, or
19.7% of the total population. Additionally, as a result of the increasing life expectancy of Americans, the number of
people aged 85 years and older is expected to register a 57% increase by the year 2030.
Changes in the Delivery of Healthcare Services. We believe the U.S. healthcare system and the demand for
healthcare services are evolving in ways that favor large-scale, comprehensive and integrated service networks.
Specifically, we believe there are a number of initiatives that will continue to gain importance in the foreseeable future,
including the introduction of value-based payment methodologies tied to performance, quality and coordination of care;
implementation of integrated electronic health records ("EHR") and information; and an increasing ability for patients
and consumers to make choices about all aspects of healthcare. Due in large part to our investment in information
technology and physician alignment strategies, we believe our company is well positioned to respond to these emerging
trends and has the resources, expertise and flexibility necessary to adapt in a timely manner to the changing healthcare
regulatory and reimbursement environment.
Impact of Health Reform Law. The recently enacted Patient Protection and Affordable Care Act, as amended by
the Health Care and Education Reconciliation Act of 2010 (the "Health Reform Law"), will change how healthcare
services are covered, delivered and reimbursed. It will do so through expanded coverage of uninsured individuals,
significant reductions in the growth of Medicare program payments, material decreases in Medicare and Medicaid
disproportionate share hospital ("DSH") payments, and the establishment of programs where reimbursement is tied in
part to quality and integration. The Health Reform Law is expected to expand health insurance coverage to
approximately 32 to 34 million additional individuals through a combination of public program expansion and private
sector health insurance reforms. We believe the expansion of private sector and Medicaid coverage will, over time,
increase our reimbursement related to providing services to individuals who were previously uninsured. On the other
hand, the reductions in the growth in Medicare payments and the decreases in DSH payments will adversely affect our
government reimbursement. Because of the many variables involved, we are unable to predict the net impact of the
Health Reform Law on us; however, we believe our experienced management team, emphasis on quality care and our
diverse service offerings will enable us to capitalize on the opportunities presented by the Health Reform Law, as well
as adapt in a timely manner to its challenges.
Competitive Strengths
We believe that the following competitive strengths will allow us to remain a leading owner and operator of acute care
hospitals:
Diverse Portfolio of Hospitals. We currently operate 18 acute care hospitals and one behavioral health hospital
in seven separate geographic regions. This broad geographic footprint diversifies our revenue base and payor mix, thus
reducing our exposure to any one market or payor. For the nine months ended June 30, 2011, our largest geographic
region accounted for less than 33% of our acute care related net revenue. In addition, at June 30, 2011, our hospitals
had approximately 400 managed care contracts with no one commercial payor plan representing more than 10% of our
total net patient revenue for the nine months ended June 30, 2011.
Well Positioned in Attractive, High-Growth Markets. We believe our hospitals are strategically positioned to
capitalize on the positive demographic growth trends in the markets we serve. We believe our markets offer
opportunities for significant revenue growth and margin expansion, since 15 of our 18 acute care hospitals operate in
areas that have population growth rates above the national average.

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Strong Return on Invested Capital. We maintain a disciplined approach to capital expenditures, strategically
investing in our existing facilities and making key acquisitions in order to expand our range of services, increase
patient volumes and grow our platform. We invest in projects based on a rigorous identification process that includes
product line and market analysis, as well as evaluating the needs of our patients, physicians and the communities we
serve. This process emphasizes investing in high-margin product lines within cardiology, surgery, outpatient imaging
and other services. Since 2001, we have finished multiple expansion projects, built two new hospitals and made key
acquisitions to grow our markets, including Glenwood Regional Medical Center ("Glenwood") and Alliance Hospital
in 2007, Brim Holdings, Inc. ("Brim") in 2010 and St. Joseph Medical Center ("St. Joseph") in 2011. In addition, our
in-market capital investment strategies include the development and acquisition of healthcare delivery access points.
These access points, which have expanded the reach of our hospital campuses, as well as improved overall business
and payor mix, include outpatient imaging and surgery centers, urgent care facilities and physician clinics. We believe
that the combination of our historical investments and our fiscal 2011 capital projects provide us with a strong growth
opportunity.
Ability to Acquire and Integrate Acquisitions. We have a proven track record of successfully acquiring and
integrating a variety of different types of healthcare delivery facilities. For example, in 2007, we acquired Glenwood,
a 242-bed not-for-profit hospital, from the District of Ouachita Parish in West Monroe, Louisiana. Prior to the
acquisition, the hospital was marginally profitable. In the four years under our ownership, we have made significant
improvements in all aspects of the hospital's operations and we have:

·
Re-opened three nursing units that were closed prior to the acquisition;

·
Invested in upgrades in medical imaging and automated lab technology;

·
Expanded operating room capacity and services, including the area's first hybrid operating room for cardiac

catherizations;

·
Upgraded all facility information systems and converted to our standard patient accounting and clinical platform;

·
Established a successful hospitalist program;

·
Expanded the hospital's healthcare delivery access points through acquisition of an outpatient surgical hospital

and imaging center;

·
Opened a brand new facility that includes an urgent care center, imaging center and family care practice as a new

patient access point;

·
Grown net revenue at a compounded annual growth rate of 7.0% from December 31, 2007 to December 31,

2010; and

·
Implemented operational efficiencies, which resulted in Adjusted EBITDA margin expansion in excess of

growth in net revenue.
Significant Investment in Integrated Information Systems. Since inception to June 30, 2011, we have invested
over $125 million in integrated information systems implementing, across all of our operations, an advanced
information systems platform that integrates our financial reporting, patient accounting, billing and clinical data
systems. The infrastructure is in place to support the government's healthcare information technology ("IT") initiatives
and integrated decision support reporting. We believe our information systems, which are scalable both in terms of
adding new hospitals and adding new functionalities, allow us to enhance our facilities and maximize margins.

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Proven and Committed Management Team Supported by Strong Equity Sponsorship. Our management team has
extensive operational experience in managing both private and publicly traded hospital companies through periods of
growth and consolidation. Our Chief Executive Officer and President, W. Carl Whitmer, has been with the Company
since March 2000. Our management team is accustomed to operating under a leveraged capital structure, and has
consistently demonstrated an ability to improve the operating performance and competitive position of our hospitals.
We have also continued to strengthen local and regional management teams that enhance physician, employee and
community relations. We will also continue to benefit from the sponsorship of TPG Capital, L.P. ("TPG Capital"), JLL
Partners ("JLL") and Trimaran Capital Partners ("Trimaran").
Business Strategy
Our objective is to provide high-quality, cost-effective healthcare services to the communities we serve, while
enhancing long-term growth and profitability that allows for the creation of value and opportunities for reinvestment. In order to
achieve these objectives, we focus on the following elements, which we consider to be the key components of our business
strategy:
Focus on Operational Excellence. We believe that a continuous focus on operational excellence sets the standard
for managing all aspects of our business, including growth, quality and operating results. Our management team, which
has extensive multi-facility operating experience, continually emphasizes the importance of operational excellence. We
believe that in order to successfully achieve operational excellence we must concentrate on the following:

·
Growing our presence in our existing markets;

·
Providing high-quality services to the communities we serve;

·
Achieving operational efficiencies and effective cost management in all aspects of patient care delivery;

·
Improving all aspects of the revenue cycle, including our processes for patient registration, such as patient

qualification for financial assistance and point-of-service collections, billing, collections, and managed care
contract compliance; and

·
Effectively deploying capital resources in a disciplined manner, including initiatives related to business

development, growth, quality of care, information technology and plant maintenance.
Provide High-Quality Services. The keys to providing high-quality services, which include patient safety, patient
satisfaction and clinical quality, are at the center of success for our facilities. We strive each day to provide
high-quality services at all of our facilities, as we believe the achievement of high-quality patient care results in the
long-term growth of revenue and profitability. Our strategy for focusing on improving quality of care includes
enhancing the patient care experience by:

·
Attracting and retaining high-quality healthcare professionals;

·
Monitoring and tracking clinical performance and patient safety for numerous purposes, including the

establishment of best practices;

·
Utilizing our advanced clinical information system, which provides more timely key clinical care data, to enable

our hospitals to enhance patient safety, reduce medical errors through bar coding, increase staff time available
for direct patient care and continue to achieve high-quality patient care outcomes;

·
Investing in our emergency rooms to improve patient flow, as well as quality and timeliness of care;

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·
Utilizing our hospital medical management quality program to drive improvements in core management and

allocation of resources, as well as quality and safety of care; and

·
Dedicating well-trained corporate and hospital resources to the improvement of patient care.
Recruit and Employ Physicians to Meet Community Needs in Our Markets. We believe that a critical element to
providing high-quality healthcare to the communities we serve is a comprehensive physician alignment strategy, which
includes the continued investment in the employment, recruitment and retention of high-quality healthcare professionals.
We believe the objective of attracting and retaining quality physicians is best accomplished by:

·
Expanding the reach of our outpatient and other specialty services;

·
Equipping our hospitals with technologically advanced equipment, systems and platforms;

·
Focusing on community-based partnerships;

·
Enhancing physician convenience and access, including the development of medical office space on or near our

hospital campuses;

·
Enabling physicians to remotely access clinical data through our advanced information systems, facilitating more

convenient and timely patient care; and

·
Sponsoring training programs to educate physicians on advanced medical procedures.
Utilize and Invest in Technology. We believe that technology is the key to improving clinical outcomes and
quality of patient care. Since inception through June 30, 2011, we have spent over $300 million to equip our hospitals
with cutting-edge clinical and health information technology. Our strategy to improve quality of care through investing
in technology includes:

·
Providing state of the art medical equipment and technology in our hospitals, including significant investment in

sophisticated diagnostic equipment such as 64-slice CT scanners, MRIs, PET scanners and automated
laboratories;

·
Utilizing our system-wide EHR information platform to connect all our hospitals and to provide comprehensive

real time access to patient records and other information;

·
Providing a business intelligence system to enable real-time and effective decision making;

·
Investing in stronger physician partnerships by providing them with more advanced technology and platforms;

and

·
Utilizing our information systems to track quality and patient outcomes.
Pursue a Comprehensive Development Strategy. We will continue to assess opportunities to expand our regional
and national presence. We believe the many factors currently affecting the healthcare industry will result in increased
consolidation and business development opportunities across the industry, which we intend to actively pursue. We
believe the successful pursuit of a comprehensive development strategy, including both the expansion of our national
presence through the acquisition of hospitals in existing and new markets and a continued focus to capitalize on the
opportunities in the communities we serve, will result in overall growth of our revenue and profitability. We believe
that our existing markets will continue to benefit from strategic investments that expand the scope and reach of services
provided through a variety of healthcare delivery access points. Our disciplined approach to enhancing our competitive
position within our existing markets includes the development and expansion of profitable product lines, and the
acquisition of new hospitals and other healthcare service providers, including outpatient and ancillary service centers
and physician clinics.

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Focus on Managed Care Relationships. We are focused on maintaining market-based relationships, as we
believe that the broad geographic coverage of our hospitals in certain of the regions in which we operate, the expansion
of our physician networks and our commitment to providing high-quality services increases our attractiveness to
managed care plans in those areas. We believe these factors provide a platform that allows for negotiating reasonable
terms with managed care plans, entering into contracts with additional managed care plans and aligning reimbursement
with acuity of services.
Implement Operational Initiatives in Response to Healthcare Reform. In March 2010, President Obama signed
the Health Reform Law into law. We believe that our consistent focus on quality and patient satisfaction programs,
coupled with the significant investments we have made in information systems, positions us to respond promptly and
effectively to the changes resulting from the Health Reform Law, as well as any additional reform initiatives at both the
federal and state levels. Although we expect our business strategy to increase our patient volumes and reimbursement
and allow us to control costs, certain risks could offset those increases to our net revenue and profitability.
Key Investors
TPG Capital is the global buyout group of TPG, a leading private investment firm founded in 1992 with more than $48
billion of assets under management and offices in San Francisco, Beijing, Fort Worth, Hong Kong, London, Luxembourg,
Melbourne, Moscow, Mumbai, New York, Paris, Shanghai, Singapore and Tokyo. TPG Capital has extensive experience with
global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, growth investments, joint
ventures and restructurings. Unless the context otherwise requires, references in this prospectus to "TPG" refer to TPG
Partners III, L.P. and TPG Partners IV, L.P., the TPG Capital funds investing in the Company.
Founded in 1988 and headquartered in New York, New York, JLL is a leading private equity investment firm. Since
inception, JLL has managed a series of private equity funds aggregating approximately $4.0 billion in committed capital. JLL's
healthcare investments, in addition to our company, have included PharmaNet, Patheon, OrNda Healthcorp, Kendall International,
and AdvancePCS. JLL, through its predecessor funds, has been an investor in our company since its inception.
Trimaran is a private asset management firm, headquartered in New York, with assets under management and
committed capital of approximately $2.7 billion. Since 1995, Trimaran has completed 59 private equity investments totaling over
$1.6 billion of equity capital. Trimaran's portfolio investments have included leveraged buyouts, build-ups, recapitalizations and
growth investments in sectors such as manufacturing, healthcare, restaurants, retail, education, media, financial services, and
utilities among others. Trimaran partners with outstanding management teams with the objective of creating long-term value.

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