Akumin Inc. Commences Exchange Offer and Consent Solicitation

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT TO "QUALIFIED INSTITUTIONAL BUYERS" ("QIBs") IN RELIANCE ON RULE 144A ("RULE 144A") UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR IN OR INTO ANY OTHER JURISDICTION IF SUCH AN ACTION IS PROHIBITED BY APPLICABLE LAW.

PLANTATION, Fla., Jan. 20, 2026 /PRNewswire/ -- The following statement is being issued by Kroll Issuer Services US regarding Akumin Inc. Exchange Offer and Consent Solicitation.

Akumin Inc. ("Akumin") announced today the commencement of its offer to Eligible Holders (as defined below) to exchange (the "Exchange Offer") any and all of its outstanding senior secured notes of the series listed in the table below (the "Old Notes") for 9.750% Senior Secured Notes due 2031 to be issued by Akumin (the "New Notes"). The interest rate on the New Notes will be subject to decrease at any time from and including the first date on which the New Notes are rated "B-" or higher by S&P, "B3" or higher by Moody's or "B-" or higher by Fitch (or an equivalent in the case of a respective successor of any such rating agency), as the case may be (a "Interest Rate Step Down Event"). From and including the date on which the Interest Rate Step Down Event occurs to the maturity date of the New Notes, the rate of interest payable on the New Notes shall be 8.750% per annum. The New Notes will be guaranteed by certain direct and indirect wholly-owned subsidiaries  and certain other affiliates of Akumin (the "Guarantors"). Akumin is also soliciting consents from Eligible Holders of each series of the Old Notes (the "Consent Solicitation") to eliminate substantially all of the restrictive covenants and certain of the default provisions contained in each of the indentures governing the Old Notes (each, an "Old Notes Indenture" and, collectively, the "Old Notes Indentures"), release all liens on the collateral securing the Old Notes, terminate all associated intercreditor agreements and eliminate related provisions in the Old Notes Indentures (collectively, the "Proposed Amendments"). Subject to the terms and conditions set forth in the Offer to Exchange (as defined herein), if the requisite noteholder consent is received with respect to a series of Old Notes in accordance with the relevant Old Notes Indenture, the Old Notes Indenture will be amended with respect to such series of Old Notes by a supplemental indenture (a "Supplemental Indenture").

As previously announced, Akumin entered into an agreement (the "Support Agreement") with certain noteholders representing over 95% of the outstanding Old Notes (the "Supporting Holders"), and Stonepeak, a leading alternative investment firm, that will reduce debt, enhance liquidity and extend its debt maturities related to the Old Notes. Pursuant to the Support Agreement, the Supporting Holders and Stonepeak agreed to participate in the Exchange Offer and Consent Solicitation with respect to all of their Old Notes. In accordance with the Support Agreement, Stonepeak has committed to investing approximately $154.5 million of new money to support Akumin's long-term business growth upon consummation of the transactions. In addition, Akumin's existing revolving credit facility, with approximately $119 million expected to be outstanding at closing, will either be fully converted into preferred equity if at least 99% of the Old Notes are tendered in the Exchange Offer, or, if that threshold is not met, will be subordinated to a second-lien position junior to the New Notes.

The following table sets forth the Late Exchange Consideration and Total Exchange Consideration payable in connection with the Exchange Offer for each series of Old Notes:

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(1)   All participating Eligible Holders will receive, in cash, accrued and unpaid interest on their accepted Old Notes from the last interest payment date prior to the Settlement Date, to, but not including, the Settlement Date.

The Exchange Offer and Consent Solicitation are being made pursuant to the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement, dated January 20, 2026 (the "Offer to Exchange"). The consummation of the Exchange Offer and the Consent Solicitation is subject to certain conditions, including that at least 66.67% of the aggregate principal amount of each series of outstanding Old Notes participate in the Exchange Offer and deliver consents to the Proposed Amendments. Subject to applicable law, the terms of the Support Agreement and the terms and conditions set forth in the Offer to Exchange, Akumin reserves the right, in its discretion without instituting withdrawal or revocation rights, to waive, in whole or in part, certain conditions to the Exchange Offer or the Consent Solicitation.

The Exchange Offer will expire at 5:00 p.m., New York City time, on February 18, 2026, unless extended (such date and time, as the same may be extended, the "Expiration Time"). To be eligible to receive the Total Exchange Consideration (as defined below), Eligible Holders must validly tender their relevant Old Notes and deliver their consents at or prior to 5:00 p.m., New York City time, on February 2, 2026, unless extended (such date and time, as the same may be extended, the "Early Deadline"). Eligible Holders who validly tender their relevant Old Notes and deliver their consents after the Early Deadline but prior to the Expiration Time will receive the Late Exchange Consideration (as defined below), which is less than the Total Exchange Consideration (as defined below).

For each $1.00 principal amount of Old Notes validly tendered at or before the Early Deadline, Eligible Holders  of each series of Old Notes will be eligible to receive the exchange consideration (the "Total Exchange Consideration") of $1.00 principal amount of New Notes. For each $1.00 principal amount of Old Notes validly tendered after the Early Deadline but prior to the Expiration Time, Eligible Holders of each series of Old Notes will be eligible to receive exchange consideration (the "Late Exchange Consideration") of $0.95 principal amount of New Notes. In addition, Eligible Holders whose Old Notes are accepted in the Exchange Offer will receive, in cash, accrued and unpaid interest on such Old Notes from and including the last interest payment date on such Old Notes prior to the Settlement Date, to, but not including the Settlement Date.

Eligible Holders may not deliver consent in the Consent Solicitation without tendering the Old Notes of the applicable series participating in the Exchange Offer. Eligible Holders who validly tender their Old Notes pursuant to the Exchange Offer will be deemed to have delivered their related consents to the Proposed Amendments by such tender. If the Proposed Amendments become operative, holders who do not tender Old Notes at or prior to the Early Deadline, or at all, will be bound by the Proposed Amendments, meaning that their series of Old Notes will be governed by the relevant Old Notes Indenture as amended by the relevant Supplemental Indenture. There are no withdrawal or revocation rights in connection with the Exchange Offer or Consent Solicitation except in the case of an input error within DTC's Automated Tender Offer Program ("ATOP") platform or certain limited circumstances where additional withdrawal rights are required by law (as determined in each case by Akumin in its sole discretion) or the terms of the Support Agreement.

Payment of the Total Exchange Consideration or Late Exchange Consideration, as applicable, will occur promptly after the Expiration Time, subject to all conditions to the Exchange Offer and the Consent Solicitation having been either satisfied or waived by the Issuer, which is expected to be within three business days of the Expiration Time or as soon as practicable thereafter (the "Settlement Date"). Akumin reserves the right to extend the Early Deadline, Expiration Time and/or Settlement Date, in its discretion, subject to applicable securities law and the terms of the Support Agreement.

The complete terms and conditions of the Exchange Offer and Consent Solicitation are described in the Offer to Exchange. The Offer to Exchange and other documents relating to the Exchange Offer and Consent Solicitation may be obtained from the exchange and information agent (the "Exchange and Information Agent") subject to confirmation of eligibility through online procedures established by the Exchange and Information Agent, available at: https://deals.is.kroll.com/akumin. "Eligible Holders" are holders of the Old Notes who certify that they are (i) "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") or (ii) outside the United States to holders of each series of Old Notes who are persons other than "U.S. persons" in compliance with Regulation S under the Securities Act.

The New Notes have not been and will not be registered under the Securities Act or any other securities laws. Accordingly, the New Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time.

Kroll Issuer Services (US) is acting as the Exchange and Information Agent in connection with the Exchange Offer and Consent Solicitation. Questions concerning the Exchange Offer and Consent Solicitation may be directed to the Exchange and Information Agent via the toll-free telephone number (833)-307-3732, the international telephone number (646)-825-3846 or the e-mail address [email protected]. Eligible Holders should also consult their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer and Consent Solicitation.

Sidley Austin LLP is acting as legal counsel to Akumin in connection with the Exchange Offer and Consent Solicitation. Akin Grump Strauss Hauer & Feld LLP is acting as counsel to certain Supporting Holders in connection with the Exchange Offer and Consent Solicitation.

About Akumin

Akumin is a leading U.S. provider of advanced imaging and radiation oncology services, committed to excellence in patient care and expanding access to life-saving diagnostics and treatments. Serving millions annually, Akumin operates one of the nation's largest networks of fixed-site radiology centers and mobile imaging and oncology solutions, including the innovative Akumin AXIS Expandable Patient Solutions™. Partnering with over 800 hospitals and physician groups, Akumin combines clinical expertise, operational excellence, and advanced technology to broaden access, enhance care standards, and meet community needs. Through innovation and collaboration, Akumin is pioneering the future of patient-centered care. For more information, visit www.akumin.com.

Forward-Looking Statements

Certain information in this press release constitutes forward‐looking information. In some cases, but not necessarily in all cases, forward‐looking information can be identified by the use of forward‐looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved." In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward‐looking information. Statements containing forward‐looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events.

Forward‐looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward‐looking information. Factors that could cause actual results to differ materially from such forward‐looking information include, but are not limited to, competitive and general economic conditions domestically and internationally; acts of terrorism, war, governmental action, natural disasters, pandemics and other Force Majeure events; cyberattacks; changes in the legal and regulatory environment; changes in customer demand and the other risks and contingencies detailed in the Offer to Exchange. Akumin therefore cautions readers against relying on such forward-looking statements.

All forward‐looking statements attributable to the Akumin or persons acting on Akumin's behalf are expressly qualified in their entirety by the foregoing cautionary statements. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward‐looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward‐looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell or purchase, or the solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offer and Consent Solicitation are being made solely pursuant to the Offer to Exchange and only to such persons and in such jurisdictions as is permitted under applicable law.

SOURCE Kroll Settlement Administration (Kroll Issuer Services US)