Radiology Partners Announces Expiration of and Results of Consent Solicitation for its Second Lien Senior Secured PIK Notes due 2030

NASHVILLE, Tenn.--(BUSINESS WIRE)--Radiology Partners, Inc., a Delaware corporation (the “Company”), today announced the expiration and results of its previously announced solicitation of consents (“Consents” and such solicitation the “Consent Solicitation”) from the noteholders (each, a “Noteholder”) of the Company’s Second Lien Senior Secured PIK Notes due 2030 (the “Notes”) to adopt certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”) to facilitate the consummation of the previously announced acquisition of Everlight Radiology Holdings Pty Ltd (the “Everlight Acquisition”). The Consent Solicitation was made pursuant to the terms of and subject to the conditions set forth in the consent solicitation statement, dated October 5, 2026 (the “Consent Solicitation Statement”).

The Consent Solicitation expired at 5:00 P.M., New York City time, on October 9, 2026 (the “Expiration Time”). As of the Expiration Time, the Consents from Noteholders representing 99.21% of the aggregate principal of Notes outstanding have been validly delivered (and not validly revoked), which exceeds the requisite consents required pursuant to the terms of the Indenture for the Proposed Amendments to be approved and binding on all of the Noteholders and any subsequent Noteholder (the “Requisite Consents”).

As a result, each Noteholder that validly delivered (and did not validly revoke) a Consent prior to the Expiration Time and whose Consent the Company accepted (each such Noteholder, a “Consenting Holder” and the Notes held by such Consenting Holders and validly submitted for consents in the Consent Solicitation (and not validly revoked), collectively, the “Consenting Notes”) are eligible to receive consideration equal to a pro rata portion of 2.0% of the aggregate principal amount of outstanding Notes as of the date of the Consent Solicitation Statement (the “Consent Fee”). The payment of the Consent Fee remains conditioned upon satisfaction or waiver (as applicable) of certain conditions set out in the Consent Solicitation Statement, including the consummation of the Everlight Acquisition. The Consent Fee is expected to be paid in cash only to Consenting Holders substantially concurrently with the consummation of the Everlight Acquisition. No Consent Fee shall be paid if the Everlight Acquisition does not occur. The Company is required to commence an offer to purchase only Consenting Notes for cash (the “Future Tender Offer”) within ten (10) business days following the closing date of the Everlight Acquisition, in an aggregate amount equal to 8% of the aggregate principal amount of Notes outstanding (subject to the Additional Repurchase Amount (as defined in the Consent Solicitation Statement)), at a price of 100% of the aggregate principal amount of such Notes, plus accrued and unpaid interest, as further described in the Consent Solicitation Statement and to be set forth in the offer to purchase related to the Future Tender Offer.

Global Bondholder Services Corporation served as tabulation agent (the “Tabulation Agent”) for Consents with respect to the Consent Solicitation and as information agent (the “Information Agent”) with respect to the Consent Solicitation Statement. Barclays Capital Inc. acted as solicitation agent with respect to the Consent Solicitation (the “Solicitation Agent”). Wilmington Trust, National Association, as Trustee and Notes Collateral Agent, is not involved in the Consent Solicitation and has no responsibility relating to such Consent Solicitation. The contact information for the Tabulation Agent, the Information Agent and the Solicitation Agent is set forth below.

About Radiology Partners

Radiology Partners, Inc., through RP Clinical Services and its managed practices, together with Mosaic Clinical Technologies, Inc., its technology and AI division, is the leading provider of technology-enabled radiology services in the U.S., serving more than 3,400 hospitals and other healthcare facilities with high-quality radiology, technology and artificial intelligence solutions. As a physician-led and physician-owned practice, our mission is to transform radiology by innovating across clinical value, technology, and service, while elevating the role of radiology and radiologists in healthcare.

No Offer or Solicitation

This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Consent Solicitation, or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Cautionary Note Regarding Forward-Looking Statements

Certain statements made herein may be deemed “forward-looking statements” within the meaning of federal securities laws, including any statements regarding the payment of the Consent Fee, the Future Tender Offer and the consummation of the Everlight Acquisition. Any statements that are not statements of historical fact should be considered forward-looking statements. In many cases, forward-looking statements can generally be identified by the use of forward-looking terminology such as “may,” “plan,” “predict,” “expect,” “estimate,” “intend,” “would,” “will,” “could,” “should,” “anticipate,” “believe,” “project” or “continue” or the negative thereof or other similar expressions. All forward-looking statements speak only as of the date of this press release. Although the Company believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, such plans, intentions or expectations may not be achieved. The Company cautions Noteholders that any forward-looking statements are subject to risks and uncertainties, including risks in connection with the timing of the consummation of the Everlight Acquisition, our ability to satisfy closing conditions for the Everlight Acquisition and anticipated benefits flowing from the Everlight Acquisition, any of which may cause actual results and future trends to differ materially from those projected, stated or implied by the forward-looking statements. In addition, the Company encourages Noteholders to read the risks and uncertainties under the heading “Risk Factors” in the Company’s annual report and the heading “Certain Risk Factors Relating to the Consent Solicitation” in the Consent Solicitation Statement. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.