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Press release from CNW Group

Centric Health Announces Proposed Offering of Senior Secured Notes

Tuesday, April 09, 2013

Centric Health Announces Proposed Offering of Senior Secured Notes

14:25 EDT Tuesday, April 09, 2013

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, April 9, 2013 /CNW/ - Centric Health Corporation ("Centric Health" or the "Corporation") (TSX:CHH) today announced that it intends to offer, subject to market conditions, senior secured notes ("the Notes"). The Notes will be offered as a public offering in all provinces of Canada other than Quebec, by way of prospectus supplement to Centric Health's short form base shelf prospectus dated October 21, 2011 and as a private placement in the United States pursuant to Rule 144A of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The Notes will be offered through a syndicate of underwriters led by National Bank Financial and will include TD Securities, Scotiabank, AltaCorp Capital Inc., BMO Capital Markets and RBC Dominion Securities Inc.

The interest rates and other terms of the Notes are to be determined by negotiation with the underwriters, based on prevailing market conditions. The indebtedness evidenced by the Notes will be senior secured indebtedness of Centric Health, guaranteed by all of the Corporation's subsidiaries and secured by second-priority liens. Centric Health intends to amend its existing senior secured credit facilities such that the amended revolving credit facility with a syndicate of major Canadian banks would be guaranteed by all of the Corporation's subsidiaries and secured by first-priority liens. The Notes will rank senior in right of payment to all existing and future subordinated indebtedness of Centric Health and equal in right of payment to all indebtedness of Centric Health that is not expressly subordinated in right of payment to the Notes other than any indebtedness that ranks senior to the Notes by operation of law and any inter-creditor agreements.

Upon completion of the offering, the net proceeds of the offering will be used to fund the partial repayment of current senior lender facilities, partial redemption of Alaris Preferred Units and the remainder for general corporate purposes. The base shelf prospectus has been filed on SEDAR at www.sedar.com.

"This offering represents an important milestone as it affords Canadian high yield investors an opportunity to invest in the growth and development of a leading Canadian healthcare services company that is well positioned with irreplaceable assets and intellectual capital to assist with Canada's ever-expanding healthcare needs," said David Cutler, Chief Executive Officer, Centric Health Corporation. "Importantly, this step in refinancing a significant portion of the balance sheet would position the company more favorably with increased flexibility and free cash flow in order to focus on consolidation, organic growth and innovative, sustainable healthcare solutions focusing on quality care and outcomes."

About Centric Health
Centric Health's vision is to be Canada's premier healthcare company, providing innovative solutions centered on patients and healthcare professionals. As a diversified healthcare company with investments in several niche service areas, Centric Health currently has operations in medical assessments, disability and rehabilitation management, physiotherapy and surgical centres, homecare, specialty pharmacy and wellness and prevention. With knowledge and experience of healthcare delivery in international markets and extensive and trusted relationships with payers, physicians, and government agencies, Centric Health is pursuing expansion opportunities into other healthcare sectors to create value for all stakeholders with an unwavering commitment to the highest quality of care. Centric Health is listed on the TSX under the symbol CHH. For further information, please visit www.centrichealth.ca

This press release contains statements that may constitute "forward-looking statements" within the meaning of applicable Canadian securities legislation. These forward-looking statements include, among others, statements regarding business strategy, plans and other expectations, beliefs, goals, objectives, information and statements about possible future events including the proposed offering of Notes, the use of proceeds therefrom and the proposed amendments to existing senior secured credit facilities. Readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by Centric Health and described in the forward-looking statements contained in this press release. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do so, what benefits Centric Health will derive therefrom.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration and qualification under the securities laws of any such jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority nor has any such authority passed upon the accuracy or adequacy of the short form base shelf prospectus or any prospectus supplement. The securities are not being offered in the United States. Copies of the short form base shelf prospectus and prospectus supplement as filed with securities regulatory authorities in Canada may be obtained from: National Bank Financial, 130 King St. West, 4th Floor, Toronto, Ontario, M5X 1J9, telephone 416-869-8635, email: fixedincome@nbc.ca; or www.sedar.com.

SOURCE: Centric Health Corporation

For further information:

Daniel Gagnon
Chief Financial Officer
Centric Health
416-619-9417
daniel.gagnon@centrichealth.ca

Lawrence Chamberlain
Investor Relations
TMX Equicom
416-815-0700 ext. 257
lchamberlain@tmxequicom.com

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