Community Health Systems, Inc. (NYSE: CYH) today announced that
it is revising the projected timeline to complete its previously
announced spin-off of Quorum Health Corporation due to various
reasons, including market conditions, and now expects the
transaction to be completed during the first half of 2016. On
August 3, 2015, Community Health Systems announced its plans to
form Quorum Health Corporation by spinning off to its stockholders
a group of 38 hospitals and Quorum Health Resources, LLC, a leading
hospital management advisory and consulting business. The spin-off
is intended to be tax-free to Community Health Systems and its
stockholders. Quorum Health Corporation will be an independent,
publicly traded company and has applied to have its common stock
authorized for listing on the New York Stock Exchange under the
symbol “QHC.”
Broadcast of Fourth Quarter and Year-End 2015 Conference
Call
The Company also announced today that it will provide an online
Web simulcast and rebroadcast of its fourth quarter and year-end
2015 conference call.
The Company will issue a press release announcing its results on
Wednesday, February 17, 2016, after the regular close of trading.
The conference call is scheduled to begin at 10:00 a.m. Central
time, 11:00 a.m. Eastern time, on Thursday, February 18, 2016. A
live broadcast of the conference call will be available online at
www.chs.net. To listen to the live call, please go to the web site
at least 15 minutes early to register, download, and install any
necessary audio software. The online replay will follow shortly
after the call and continue through March 18, 2016.
During this call, Community Health Systems will review the
Company’s financial and operating results for the fourth quarter
and year ended December 31, 2015.
Share Repurchase Programs
The Company also announced today that prior to the end of 2015,
it had repurchased and retired the maximum 5,000,000 shares of the
Company’s common stock authorized for repurchase under the
Company’s 2014 Share Repurchase Program at an average price per
share of $28.84 and a total cost (including commissions) of
$144,400,880 and commenced making purchases under the 2015 Share
Repurchase Program. All purchases of the Company’s common stock
were made pursuant to the “safe harbor” provisions of Exchange Act
Rule 10b-18 and ceased when the Company’s trading window closed in
the middle of December.
As previously disclosed on November 9, 2015, the Board of
Directors of the Company approved the 2015 Share Repurchase
Program, an open market repurchase program for up to 10,000,000
shares of the Company’s common stock, not to exceed total purchases
under the program of $300,000,000. The recently completed 2014
Share Repurchase Program commenced in December 2014.
The 2015 Share Repurchase Program will terminate on the earlier
of November 5, 2018, when the maximum number of shares has been
repurchased, or when the maximum dollar amount has been expended.
The timing and amount of any shares repurchased will be determined
by the Company’s management based on its evaluation of market
conditions, applicable securities laws requirements, and other
factors. The 2015 Share Repurchase Program may be suspended or
discontinued at any time.
Advisors
Credit Suisse is serving as Community Health Systems’ financial
advisor, and Bass, Berry & Sims PLC and Bradley Arant Boult
Cummings LLP are serving as legal advisors to Community Health
Systems in connection with the proposed spin-off of Quorum Health
Corporation.
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. Through its subsidiaries, the Company currently
owns, leases or operates 196 affiliated hospitals in 29 states with
an aggregate of approximately 30,000 licensed beds.
The Company has announced plans for a spin-off transaction to
create a new, publicly-traded company, Quorum Health Corporation,
with 38 affiliated hospitals and related outpatient services in 16
states, together with Quorum Health Resources, LLC, a subsidiary
providing management advisory and consulting services to
non-affiliated hospitals. The transaction is expected to close
during the first half of 2016.
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
Certain statements contained in this communication may
constitute “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, statements regarding the expected
timing of the completion of the spin-off transaction, the benefits
of the spin-off transaction to either Community Health Systems or
Quorum Health Corporation, the tax-free treatment of the spin-off
transaction, the anticipated management of the business to be spun
off, the market position of the business to be spun off and
statements regarding potential share repurchases, transactions and
other events and other statements that are not historical facts.
Such statements are based on the views and assumptions of the
management of the Company and are subject to significant risks and
uncertainties. There can be no assurance that the proposed
transaction or other future events will occur as anticipated, if at
all, or that actual results will be as expected. Actual future
events or results may differ materially from these statements. Such
differences may result from a number of factors, including but not
limited to: the timing and completion of the proposed transaction;
a failure to obtain necessary regulatory approvals; a failure to
obtain assurances of anticipated tax treatment; a deterioration in
the business or prospects of the Company or Quorum Health
Corporation; adverse developments in the Company’s or Quorum Health
Corporation’s markets; adverse developments in the U.S. or global
capital markets, credit markets or economies generally; the risk
that the benefits of the proposed transaction may not be fully
realized or may take longer to realize than expected; the impact of
the proposed transaction on the Company’s third-party
relationships; the Company’s ability following completion of the
spin-off to identify and acquire additional hospitals in larger and
more urbanized markets with terms that are attractive to the
Company and to integrate such acquired hospitals; changes in
regulatory, social and political conditions; and in regards to
potential share repurchases, the market price of the Company’s
stock prevailing from time to time, the nature of other investment
opportunities presented to the Company from time to time, the
Company’s cash flows from operations and general economic
conditions. Additional risks and factors that may affect results
are set forth in the Company’s and Quorum Health Corporation’s
filings with the Securities and Exchange Commission, including the
Company’s most recent Annual Report on Form 10-K, current reports
on Form 8-K and quarterly reports on Form 10-Q and Quorum Health
Corporation’s Registration Statement on Form 10, as amended. The
forward-looking statements speak only as of the date of this
communication. Neither the Company nor Quorum Health Corporation
undertakes any obligation to update these statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20160107006272/en/
Community Health Systems, Inc.Investor Contacts:W. Larry Cash,
615-465-7000President of Financial Services and Chief Financial
OfficerorMichael J. Culotta, 615-465-7037Vice President - Investor
RelationsorMedia Contact:Tomi Galin, 615-628-6607Senior Vice
President, Corporate Communications, Marketing and Public
Affairs
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