Community Health Systems, Inc. Announces Commencement of Tender Offer for 5.125% Senior Secured Notes Due 2021
January 23 2020 - 7:43AM
Business Wire
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
(the “Tender Offer”) for any and all of its outstanding 5.125%
Senior Secured Notes due 2021 (the “2021 Notes”) on the terms and
subject to the conditions set forth in the Issuer’s Offer to
Purchase dated January 23, 2020 and the accompanying Letter of
Transmittal dated January 23, 2020.
The Tender Offer will expire at 12:00 midnight, New York City
time, at the end of the day on February 20, 2020 (the “Expiration
Time”), unless extended or earlier terminated by the Issuer. The
Issuer reserves the right to amend, extend or terminate the Tender
Offer at any time subject to applicable law.
Certain information regarding the 2021 Notes and the terms of
the Tender Offer is summarized in the table below.
CUSIP No.
Title of Security
Aggregate Principal Amount
Outstanding
Late Tender Offer
Consideration1
Early Tender Payment1
Total Tender Offer
Consideration1
12543D AU4
5.125% Senior Secured Notes due
2021
$1,000,000,000
$971.25
$30.00
$1,001.25
(1) Per $1,000 principal amount of 2021
Notes accepted for purchase. Holders who validly tender and do not
validly withdraw their 2021 Notes and whose 2021 Notes are accepted
for purchase in the Tender Offer will also be paid accrued and
unpaid interest from and including the interest payment date
immediately preceding the applicable settlement date to, but not
including, the applicable settlement date.
Each holder who validly tenders, and does not validly withdraw,
its 2021 Notes on or prior to 5:00 p.m., New York City time, on
February 5, 2020, unless extended (such date and time, as the same
may be extended, the “Early Tender Deadline”) will be entitled to
an early tender payment, which is included in the total tender
offer consideration above, of $30.00 for each $1,000 principal
amount of 2021 Notes validly tendered by such holder if such 2021
Notes are accepted for purchase pursuant to the Tender Offer.
Holders validly tendering, and not validly withdrawing, 2021
Notes after the Early Tender Deadline and on or before the
Expiration Time will be eligible to receive only the late tender
offer consideration, which represents the total tender offer
consideration less the early tender payment.
In addition, holders whose 2021 Notes are accepted for payment
in the Tender Offer will receive accrued and unpaid interest from
the last interest payment date to, but not including, the
applicable settlement date for their 2021 Notes purchased pursuant
to the Tender Offer. 2021 Notes tendered prior to 5:00 p.m., New
York City time, on February 5, 2020 (the “Withdrawal Deadline”) may
be withdrawn at any time prior to the Withdrawal Deadline. 2021
Notes tendered after the Withdrawal Deadline may not be
withdrawn.
Subject to the satisfaction or waiver of certain conditions, the
Issuer reserves the right, following the Early Tender Deadline, to
accept for purchase prior to the Expiration Time all Notes validly
tendered on or prior to the Early Tender Deadline (the “Early
Settlement Election”). The Issuer will announce whether it intends
to exercise the Early Settlement Election (the “Early Settlement
Announcement”) following the Early Tender Deadline. If the Issuer
exercises the Early Settlement Election, it will pay the total
tender offer consideration promptly following the Early Settlement
Announcement (the “Early Settlement Date”), plus accrued and unpaid
interest on the purchased 2021 Notes from the interest payment date
for the 2021 Notes immediately preceding the Early Settlement Date
to, but not including, the Early Settlement Date.
The Issuer’s obligation to accept for purchase, and to pay for,
2021 Notes validly tendered and not validly withdrawn pursuant to
the Tender Offer is subject to the satisfaction or waiver of
certain conditions, including, among others, the condition that the
Issuer has completed a debt financing on terms and conditions
satisfactory to it yielding sufficient net cash proceeds to fund
the total tender offer consideration plus accrued and unpaid
interest for all of the currently outstanding 2021 Notes (the
“Financing Condition”). The complete terms and conditions of the
Tender Offer are set forth in the Tender Offer documents that are
being sent to holders of 2021 Notes. Holders of 2021 Notes are
urged to read the Tender Offer documents carefully.
Concurrently with the commencement of the Tender Offer, the
Issuer has delivered to the trustee for delivery to the holders of
the 2021 Notes a conditional notice of redemption to redeem all of
the 2021 Notes not purchased by the Issuer in the Tender Offer on
February 22, 2020 at a redemption price of 100.000% of the
principal amount of the 2021 Notes plus accrued and unpaid interest
to, but excluding, February 22, 2020. The late tender offer
consideration is less than the redemption price to be paid on the
redemption date. The Issuer’s obligation to redeem all of the 2021
Notes not purchased by the Issuer in the Tender Offer on the
redemption date is subject to the satisfaction of the Financing
Condition.
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 Global Bondholder Services
Corporation, the tender agent and information agent for the Tender
Offer, at (866) 470-3800 (toll free) or (212) 430-3774 (collect) or
email contact@gbsc-usa.com.
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 2021 Notes or any other securities of the Issuer or any
other person, nor shall there be any offer or sale of any 2021
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. In addition, nothing contained herein constitutes a
notice of redemption of the 2021 Notes. No recommendation is made
as to whether holders of the 2021 Notes should tender their 2021
Notes.
Forward-Looking Statements
This press release 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200123005397/en/
Investor Contacts: Kevin J. Hammons Executive Vice
President and Chief Financial Officer 615-465-7000 Ross W. Comeaux
Vice President – Investor Relations 615-465-7012 Media
Contact: Tomi Galin Senior Vice President, Corporate
Communications, Marketing and Public Affairs 615-628-6607
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