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
up to $900.0 million of the Issuer’s approximately $1.6 billion
aggregate principal amount outstanding of its 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 May 2,
2016.
The tender offer will expire at 5:00 p.m., New York City time,
on May 31, 2016 (the “Expiration Time”), unless extended or earlier
terminated by the Issuer. The Issuer reserves the right to
terminate, withdraw, or amend 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.
Title of Security
CUSIP and ISINNumbers
Principal AmountOutstanding
Tender Cap
TotalConsideration1
Early TenderPayment1
Tender OfferConsideration1
5.125% Senior Secured Notes due 2018 (“Notes”) 12543D
AR1
US12543DAR17
$1,600,000,000 $900,000,000
$1,023 $30 $993
(1)
Per $1,000 principal amount of Notes that
are accepted for purchase.
Each holder who validly tenders its 2018 Notes on or prior to
5:00 p.m., New York City time, on May 13, 2016 (the “Early Tender
Deadline”) will be entitled to an early tender payment, which is
included in the total consideration above, of $30 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 tender offer
consideration, which represents the total consideration less the
early tender payment. In addition, holders whose 2018 Notes are
accepted for payment in the tender offer will receive accrued and
unpaid interest from and including the last interest payment date
to, but not including, the applicable payment date for their 2018
Notes purchased pursuant to the tender offer. Notes tendered prior
to 5:00 p.m., New York City time, on May 13, 2016 (the “Withdrawal
Deadline”) may be withdrawn at any time prior to the Withdrawal
Deadline. Notes tendered after the Withdrawal Deadline may not be
withdrawn.
If the purchase of all validly tendered 2018 Notes would cause
us to purchase a principal amount greater than the tender cap set
forth above, then the tender offer will be oversubscribed and the
Issuer, if it accepts 2018 Notes in the tender offer, will accept
for purchase tendered 2018 Notes on a prorated basis as described
in the tender offer documents. 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, including any
required proration. Payment for any 2018 Notes so accepted will be
made promptly after the Early Acceptance Time, which is currently
expected to occur on May 16, 2016, 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 2018 Notes in the tender
offer and pay related fees and expenses using a portion of the
approximately $1.2 billion in cash it received from the net
proceeds of certain financing arrangements entered into by Quorum
Health Corporation as part of the spin-off of Quorum Health
Corporation. The complete terms and conditions of the tender offer
are set forth in the tender offer documents which 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 to
act as Dealer Manager 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 information agent for the tender offer, at (866) 829-0135 (toll
free) or (212) 269-5550 (collect).
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. After giving effect to the spin-off of Quorum Health
Corporation as noted above, through its subsidiaries, the Company
owns, leases or operates 160 affiliated hospitals in 22 states with
an aggregate of approximately 27,000 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/20160502006320/en/
Community Health Systems, Inc.Investors:W. Larry Cash,
615-465-7000President of Financial Services and Chief Financial
OfficerorMedia:Tomi Galin, 615-628-6607Senior Vice President,
Corporate Communications, Marketing and Public Affairs
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