Current Report Filing (8-k)

Date : 11/04/2019 @ 10:20PM
Source : Edgar (US Regulatory)
Stock : Community Health Systems Inc (CYH)
Quote : 4.69  0.12 (2.63%) @ 9:23PM
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Current Report Filing (8-k)





Washington D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 4, 2019




(Exact name of registrant as specified in its charter)




Delaware   001-15925   13-3893191

(State or other jurisdiction of

incorporation or organization)



File Number)


(IRS Employer

Identification No.)

4000 Meridian Boulevard

Franklin, Tennessee 37067

(Address of principal executive offices)

Registrant’s telephone number, including area code: (615) 465-7000



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, $0.01 par value   CYH   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 8.01.

Other Events.

On November 4, 2019, CHS/Community Health Systems, Inc. (the “Issuer”), a wholly-owned subsidiary of Community Health Systems, Inc. (the “Company”), priced an offering of an additional $500 million aggregate principal amount of its outstanding 8.000% Senior Secured Notes due 2026 (the “Tack-On Notes”) at an issue price of 100%, plus accrued and unpaid interest from September 15, 2019 to the closing date. The Tack-On Notes will be part of the same series as, and rank equally with, the Issuer’s 8.000% Senior Notes due 2026 issued in March 2019. After giving effect to this offering, the Issuer will have $2,100,809,000 aggregate principal amount of outstanding 8.000% Senior Secured Notes due 2026. The sale of the Tack-On Notes is expected to be consummated on or about November 19, 2019, subject to customary closing conditions.

The Issuer intends to use the net proceeds of the offering of Tack-On Notes to (i) redeem all $121 million aggregate principal amount of its outstanding 7.125% Senior Unsecured Notes due 2020 at par plus accrued and unpaid interest to, but excluding, the redemption date, (ii) repay amounts outstanding under the Issuer’s existing cash-flow based revolving credit facility (including cash-collateralizing approximately $145 million of outstanding letters of credit), which will be terminated in connection with this offering and related refinancing transactions, and (iii) repay borrowings outstanding under the Issuer’s asset-based loan facility.

The Tack-On Notes are being offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. The Tack-On Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This report is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the Tack-On Notes will be made only by means of a private offering memorandum.

Forward-Looking Statement

This report may include information that could constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risk and uncertainties. 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, except as otherwise required by law.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: November 4, 2019    




/s/ Thomas J. Aaron


Thomas J. Aaron

Executive Vice President and Chief Financial Officer

(principal financial officer)

Community Health Systems (NYSE:CYH)
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