Community Health Systems Announces Early Tender Results to Previously Announced Exchange Offer
November 13 2019 - 9:49PM
Business Wire
Community Health Systems, Inc. (the “Company”) (NYSE:CYH) today
announced the results, as of 5:00 p.m., New York City time, on
November 13, 2019 (the “Early Tender Deadline”), of an offer by its
wholly owned subsidiary, CHS/Community Health Systems, Inc. (the
“Issuer”), to exchange (the “Exchange Offer”) a combination of (i)
$700 million aggregate principal amount of its new 8.000% Senior
Secured Notes due 2027 (the “New Secured Notes”) and (ii) up to
$1,932 million aggregate principal amount of its new 6.875% Senior
Unsecured Notes due 2028 (the “New Unsecured Notes,” and, together
with the New Secured Notes, the “New Notes”) in exchange for any
and all of its $2,632 million aggregate principal amount of
outstanding 6.875% Senior Unsecured Notes due 2022 (the “Old
Notes”).
The Issuer was advised by the exchange agent for the Exchange
Offer that, as of the Early Tender Deadline, a total of
$2,400,461,000 aggregate principal amount of outstanding Old Notes,
representing approximately 91.2% of the outstanding Old Notes, were
validly tendered (and not validly withdrawn) in the Exchange Offer.
As of the Early Tender Deadline, the condition that the Supporting
Holders (as defined in the Offering Memorandum (as defined below))
validly tender (and not validly withdraw) the approximately 82.8%
of the aggregate principal amount of the outstanding Old Notes held
by them had been satisfied.
Holders whose Old Notes were validly tendered (and not validly
withdrawn) at or prior to the Early Tender Deadline will receive on
the Early Settlement Date (as defined below) in exchange for each
$1,000 principal amount of Old Notes so tendered and accepted for
exchange: (1) a principal amount of New Secured Notes equal to the
product of (a) $1,000 and (b) the quotient of (i) $700,000,000 and
(ii) the aggregate principal amount of Old Notes validly tendered
(and not validly withdrawn) by all eligible holders at or prior to
the Early Tender Deadline and accepted by the Issuer for exchange;
and (2) a principal amount of New Unsecured Notes equal to (a)
$1,000 minus (b) the principal amount of New Secured Notes
calculated in accordance with the immediately preceding clause
(1).
The Exchange Offer remains subject to the other conditions set
forth in the Offering Memorandum, dated October 30, 2019 (as
amended by the Company’s Current Report on Form 8-K filed during
the pendency of the Exchange Offer on November 12, 2019, the
“Offering Memorandum”) and related Letter of Transmittal, dated
October 30, 2019 (the “Letter of Transmittal”), including the
condition that the Issuer’s existing cash flow-based revolving
credit facility be repaid in full and terminated at or prior to the
Early Settlement Date. The Issuer intends to repay and terminate
such revolving credit facility on the Early Settlement Date. The
Issuer reserves the right, subject to applicable law, to terminate,
withdraw or amend the Exchange Offer at any time and from time to
time, as described in the Offering Memorandum. Assuming that the
other conditions to the Exchange Offer have been or concurrently
are or will be satisfied or waived, the settlement date for the Old
Notes validly tendered (and not validly withdrawn) at or prior to
the Early Tender Deadline and accepted by the Issuer is expected to
be November 19, 2019 (the “Early Settlement Date”). On the Early
Settlement Date, the Issuer will issue, after adjusting for
rounding, $699,924,000 of New Secured Notes and $1,700,394,000 of
New Unsecured Notes.
The “Expiration Date” for the Exchange Offer is midnight, New
York City time, on Wednesday, November 27, 2019. After the Early
Tender Deadline and prior to the Expiration Date, in exchange for
each $1,000 principal amount of Old Notes validly tendered (and not
validly withdrawn) and accepted by the Issuer, participating
eligible holders of Old Notes will receive $950 principal amount of
New Unsecured Notes. Holders that tender their Old Notes after the
Early Tender Deadline will not receive any New Secured Notes. The
tender withdrawal deadline has passed. Accordingly, tenders of Old
Notes may no longer be withdrawn.
Each series of New Notes will be guaranteed by the Company and
certain of its existing and future domestic subsidiaries that
guarantee the Issuer’s ABL facility and senior notes. In addition,
the New Secured Notes and related guarantees will be secured by (i)
shared first-priority liens on the collateral that secures the
Issuer’s existing senior-priority secured notes on a first-priority
basis (subject to certain exceptions) and (ii) shared
second-priority liens on the collateral that secures the Issuer’s
outstanding ABL facility on a first‑priority basis, in each case
subject to permitted liens described in the Offering
Memorandum.
The New Notes have not been registered under the Securities Act
of 1933, as amended (the “Securities Act”), or any state securities
laws. The New Notes may not be offered or sold in the United States
or to any U.S. persons except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the
Securities Act. The Exchange Offer is being made, and each series
of New Notes are being offered and issued only (i) in the United
States to holders of Old Notes who the Issuer reasonably believes
are “qualified institutional buyers” (as defined in Rule 144A under
the Securities Act) and (ii) outside the United States to holders
of Old Notes who are (A) persons other than U.S. persons, within
the meaning of Regulation S under the Securities Act, and (B)
“non-U.S. qualified offerees” (as defined in the Offering
Memorandum).
The complete terms and conditions of the Exchange Offer are set
forth in the Offering Memorandum and related Letter of Transmittal.
Copies of the Offering Memorandum and Letter of Transmittal may be
obtained from Global Bondholder Services Corporation, the exchange
agent and information agent for the Exchange Offer, at (866)
470-3800 (toll free) or (212) 430-3774 (collect).
This press release is for informational purposes only. This
press release is neither an offer to sell nor a solicitation of an
offer to buy any New Notes and is neither an offer to purchase nor
a solicitation of an offer to sell any Old Notes. The Exchange
Offer is being made only by, and pursuant to, the terms set forth
in the Offering Memorandum and the Letter of Transmittal. The
Exchange Offer is not being made to persons in any jurisdiction in
which the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such
jurisdiction.
Forward-Looking Statements
Statements contained in this press release regarding the
Exchange Offer and the termination of the Issuer’s revolving credit
facility could constitute forward-looking statements that 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191113006011/en/
Investor Contacts: Thomas J. Aaron Executive Vice
President and Chief Financial Officer 615-465-7000
Ross W. Comeaux Vice President – Investor Relations
615-465-7012
Community Health Systems (NYSE:CYH)
Historical Stock Chart
From Mar 2024 to Apr 2024
Community Health Systems (NYSE:CYH)
Historical Stock Chart
From Apr 2023 to Apr 2024