Current Report Filing (8-k)

Item 8.01. Other Events.

On November 13, 2019, Community Health Systems, Inc. issued a press release announcing 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) $700.0 million aggregate principal amount of its new 8.000% Senior Secured Notes due 2027 (the “New Secured Notes”) and (ii) up to $1,932.0 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 $2,632.0 million aggregate principal amount of outstanding 6.875% Senior Unsecured Notes due 2022 (the “Old Notes”).

As of the Early Tender Deadline, the condition that certain institutional investors that are holders of the Old Notes validly tender (and not validly withdraw) the approximately $2,179.2 million aggregate principal amount of the Old Notes held by them (which represents approximately 82.8% of the aggregate outstanding principal amount of Old Notes) had been satisfied. 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, 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 (as defined below). The Issuer intends to repay and terminate such revolving credit facility on the Early Settlement Date.

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are or will be satisfied or waived, the settlement date for the Old Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted by the Issuer is expected to be November 19, 2019 (the “Early Settlement Date”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.