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date for the Old Notes validly tendered (and not validly withdrawn)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.
Item 9.01. Financial Statements and Exhibits.
The following exhibit is filed herewith: