Alliance HealthCare Services Announces Proposed Private Offering of $200 Million of Senior Notes.

NEWPORT BEACH, Calif. -- Alliance HealthCare Services, Inc. ("Alliance") (NYSE: AIQ) announced today that it intends to offer, subject to market and other conditions, $200 million aggregate principal amount of seven-year senior notes in a private offering. Alliance also intends to negotiate and enter into a new senior secured credit agreement with a syndicate of lenders. Alliance expects that the new senior secured credit agreement will include a $450 million term loan with a 6u-year maturity, and a $120 million revolving facility with a five-year maturity.

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 $300.0 million aggregate principal amount of 7i% Senior Subordinated Notes due 2012 pursuant to a tender offer and consent solicitation commenced today. 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 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, 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.