Community Health Systems, Inc. (the “Company”) (NYSE: CYH) today
announced that its wholly owned subsidiary, CHS/Community Health
Systems, Inc. (the “Issuer”), has commenced a cash tender offer for
any and all of its outstanding 5.125% Senior Secured Notes due 2018
(the “2018 Notes”) on the terms and subject to the conditions set
forth in the Issuer’s Offer to Purchase dated March 2, 2017 and the
accompanying Letter of Transmittal dated March 2, 2017.
The tender offer will expire at 11:59 p.m., New York City time,
on March 29, 2017 (the “Expiration Time”), unless extended or
earlier terminated by the Issuer. The Issuer reserves the right to
amend, extend or terminate the tender offer at any time subject to
applicable law.
Certain information regarding the 2018 Notes and the terms of
the tender offer is summarized in the table below.
CUSIPNo.
Title of Security
Aggregate Principal AmountOutstanding
Late Tender OfferConsideration1
Early TenderPremium1
Total TenderOfferConsideration1
12543DAR1
5.125% Senior SecuredNotes due 2018
$700,000,000 $984.25
$30.00 $1,014.25
(1) Per $1,000 principal amount of 2018 Notes accepted for
purchase.
Each holder who validly tenders, and does not validly withdraw,
its 2018 Notes on or prior to 5:00 p.m., New York City time, on
March 15, 2017, unless extended (such date and time, as the same
may be extended, the “Early Tender Deadline”) will be entitled to
an early tender premium, which is included in the total tender
offer consideration above, of $30.00 for each $1,000 principal
amount of 2018 Notes validly tendered by such holder if such 2018
Notes are accepted for purchase pursuant to the tender offer.
Holders validly tendering, and not validly withdrawing, 2018
Notes after the Early Tender Deadline and on or before the
Expiration Time will be eligible to receive only the late tender
offer consideration, which represents the total tender offer
consideration less the early tender premium. In addition, holders
whose 2018 Notes are accepted for payment in the tender offer will
receive accrued and unpaid interest from the last interest payment
date to, but not including, the applicable payment date for their
2018 Notes purchased pursuant to the tender offer. 2018 Notes
tendered prior to 5:00 p.m., New York City time, on March 15, 2017
(the “Withdrawal Deadline”) may be withdrawn at any time prior to
the Withdrawal Deadline. 2018 Notes tendered after the Withdrawal
Deadline may not be withdrawn.
At any time after the Early Tender Deadline and prior to the
Expiration Time (such time, the “Early Acceptance Time”), the
Issuer may elect to accept for purchase 2018 Notes tendered prior
to such Early Acceptance Time on the terms and subject to the
conditions of the tender offer. Payment for any 2018 Notes so
accepted will be made promptly after the Early Acceptance Time,
which is currently expected to occur on March 16, 2017, subject to
the satisfaction or waiver of the conditions to the tender
offer.
The Issuer’s obligation to accept for purchase, and to pay for,
2018 Notes validly tendered and not validly withdrawn pursuant to
the tender offer is subject to the satisfaction or waiver of
certain conditions described in the tender offer documents. The
Issuer intends to finance the purchase of the 2018 Notes in the
tender offer and pay related fees and expenses from the proceeds of
a new debt financing or financings. The complete terms and
conditions of the tender offer are set forth in the tender offer
documents that are being sent to holders of 2018 Notes. Holders of
2018 Notes are urged to read the tender offer documents
carefully.
The Issuer has retained Credit Suisse Securities (USA) LLC, BofA
Merrill Lynch and J.P. Morgan Securities LLC to act as dealer
managers in connection with the tender offer. Questions about the
tender offer may be directed to Credit Suisse Securities (USA) LLC
at (800) 820-1653 (toll free) or (212) 538-2147 (collect). Copies
of the tender offer documents and other related documents may be
obtained from D.F. King & Co., Inc., the tender agent and
information agent for the tender offer, at (888) 886-4425 (toll
free) or (212) 269-5550 (collect) or email chs@dfking.com.
The tender offer is being made solely by means of the tender
offer documents. Under no circumstances shall this press release
constitute an offer to purchase or the solicitation of an offer to
sell the 2018 Notes or any other securities of the Issuer or any
other person, nor shall there be any offer or sale of any 2018
Notes or other securities in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No recommendation is made as to whether holders of
the 2018 Notes should tender their 2018 Notes.
About Community Health Systems, Inc.
Community Health Systems, Inc. is one of the largest publicly
traded hospital companies in the United States and a leading
operator of general acute care hospitals in communities across the
country. The Company, through its subsidiaries, owns, leases or
operates 158 affiliated hospitals in 22 states with an aggregate of
approximately 26,000 licensed beds.
The Company’s headquarters are located in Franklin, Tennessee, a
suburb south of Nashville. Shares in Community Health Systems, Inc.
are traded on the New York Stock Exchange under the symbol “CYH.”
More information about the Company can be found on its website at
www.chs.net.
Forward-Looking Statements
Statements contained in this press release regarding the
proposed transactions and other events are forward-looking
statements that involve risk and uncertainties. Actual future
events or results may differ materially from these statements.
Readers are referred to the documents filed by Community Health
Systems, Inc. with the Securities and Exchange Commission,
including the Company’s annual report on Form 10-K, current reports
on Form 8-K and quarterly reports on Form 10-Q. These filings
identify important risk factors and other uncertainties that could
cause actual results to differ from those contained in the
forward-looking statements. The Company undertakes no obligation to
revise or update any forward-looking statements, or to make any
other forward-looking statements, whether as a result of new
information, future events or otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20170302006465/en/
Community Health Systems, Inc.Investor Contacts:W. Larry
Cash, 615-465-7000President of Financial Services and Chief
Financial OfficerorRoss W. Comeaux, 615-465-7012Senior Director –
Investor RelationsorMedia Contact:Tomi Galin,
615-628-6607Senior Vice President, Corporate Communications,
Marketing and Public Affairs
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