Alliance HealthCare Services Announces Pricing of Private Offering of $190 Million of Senior Notes and Receipt of Commitments for $460 Million Senior Secured Term Loan and $120 Million Revolving Credit Facility

      

Additionally, Alliance has obtained commitments from lenders with respect to a new senior secured credit agreement, to be comprised of a $460 million term loan maturing June 2016 and a $120 million revolving facility maturing December 2014. Interest on the term loan is expected to be calculated, at Alliance's option, at a base rate plus a 2.50% margin or LIBOR plus a 3.50% margin, subject to a 2.0% LIBOR floor. Interest on the revolving credit facility is expected to be calculated, at Alliance's option, at a base rate plus an applicable margin of between 2.25% to 2.75% or LIBOR plus an applicable margin of between 3.25% to 3.75%, subject to a 2.0% LIBOR floor. The applicable margins under the revolving credit facility will be based on Alliance's applicable leverage ratio as calculated under the new senior secured credit agreement. The term loan will be funded at 98.0% of the principal amount. Closing of the new senior secured credit agreement is subject to completion of satisfactory documentation and satisfaction of other conditions contained in the lender commitments.

Alliance intends to use the net proceeds of the offering, together with the proceeds from the term loan under the new senior secured credit agreement, to finance the purchase of Alliance's outstanding $300 million aggregate principal amount of 7¼% Senior Subordinated Notes due 2012 pursuant to a tender offer and consent solicitation commenced on November 12, 2009. Alliance expects to use the remaining proceeds from the offering and borrowings under the new senior secured credit agreement, together with cash on hand, to refinance Alliance's existing credit agreement and pay fees and expenses related to the issuance and sale of the notes, the new credit agreement, and the tender offer and consent solicitation. The notes offering and Alliance's new senior secured credit agreement are expected to close on or about December 1, 2009.

The notes have not been registered under the Securities Act of 1933, as amended (the "Act" ) or the securities laws of any other jurisdiction, and are being offered and sold in the United States only to qualified institutional buyers in reliance on Rule 144A under the Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the notes may be relying on the exemption from the provisions of Section 5 of the Act provided by Rule 144A.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Forward-Looking Statements

This news release contains "forward-looking" statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Act. Forward-looking statements reflect current expectations and projections about future events, and thus involve uncertainty and risk. It is possible that future events, including whether the offer and sale of the notes, the execution of the new senior secured credit agreement, the refinancing of the existing credit agreement and the tender offer and consent solicitation are completed, as well as the terms of the new notes or the new senior secured credit facility as described in this news release, may differ from expectations due to a variety of risks and other factors such as those described in Alliance's Annual Report on Form 10-K for the year ended December 31, 2008, as updated by subsequent Quarterly Reports on Form 10-Q, as filed with the U.S. Securities and Exchange Commission. It is not possible to foresee or identify all such factors. Any forward-looking statements in this news release are based on certain assumptions and analyses made in light of Alliance's experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate in the circumstances. Forward-looking statements are not a guarantee of future performance and actual results or developments may differ materially from expectations. Alliance does not intend to update any particular forward-looking statements contained in this news release.

Alliance HealthCare Services, Inc.
Howard Aihara, 949-242-5300
Executive Vice President and Chief Financial Officer
www.alliancehealthcareservices-us.com