Community Health Systems Announces Exchange Offers
Holders whose Old Notes are validly tendered (and not validly withdrawn)
on or prior to
In order to be eligible to receive the maximum principal amount of New Notes offered in the Exchange Offers, eligible holders must validly tender (and not validly withdraw) their Old Notes at or prior to the applicable Early Tender Deadline.
The total amount of consideration to be paid for each
|per $1,000 Principal|
|Amount of Old Notes|
|Outstanding||Tendered (if tendered|
|Old Notes||Principal||at or prior to the|
|to be||Amount of||applicable Early||Minimum Tender|
Tender Deadline) (1)
|2019 Notes||12543D AL4||$1,925,000,000||$1,000 principal amount of 2023 Notes||90% of the outstanding aggregate principal amount of 2019 Notes|
|2020 Notes||12543D AQ3||$1,200,000,000||$1,000 principal amount of 2024 Notes||None|
|2022 Notes||12543D AV2||$3,000,000,000||
$750 principal amount of 2024 Notes (2)
|(1)||Holders that validly tender their Old Notes after the applicable Early Tender Deadline will be entitled to receive $30 less per $1,000 principal amount tendered and accepted than the Total Consideration applicable to the relevant series of Old Notes.|
|(2)||Holders that tender 2022 Notes will be required to certify, at the time of such tender, that they are also tendering all 2019 Notes and 2020 Notes they hold, if applicable, in the Exchange Offers. In the event the principal amount of New Notes issuable in respect of Old Notes validly tendered and not validly withdrawn would result in the Maximum Exchange Amount being exceeded, then the 2022 Notes tendered will be subject to proration.|
In addition, holders whose Old Notes are exchanged in the Exchange Offers will receive accrued and unpaid interest in cash in respect of their exchanged Old Notes from the last applicable interest payment date to, but not including, the applicable settlement date for the applicable Exchange Offer.
The Exchange Offers are subject to certain conditions as set forth in the Offering Memorandum, dated the date hereof (the “Offering Memorandum”) and related Letter of Transmittal, dated the date hereof (the “Letter of Transmittal”), including the condition that at least 90% of the outstanding aggregate principal amount of the 2019 Notes are tendered in the Exchange Offers. The Issuer reserves the right, subject to applicable law, to terminate, withdraw or amend each Exchange Offer at any time and from time to time, as described in the Offering Memorandum.
Tenders of Old Notes may be withdrawn prior to
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 outstanding senior secured credit facilities, ABL facility and senior notes. In addition, each series of New Notes and related guarantees will be secured by (i) second-priority liens on the collateral that secures on a first-priority basis the Issuer’s outstanding senior secured credit facilities (subject to certain exceptions) and existing secured notes and (ii) third-priority liens on the collateral that secures on a first-priority basis the Issuer’s outstanding ABL facility, in each case subject to permitted liens described in the Offering Memorandum.
The Issuer and certain commonly-managed institutional investors that are holders of the Old Notes have entered into an exchange agreement providing that such holders will tender greater than 70% aggregate principal amount of the outstanding 2019 Notes, greater than 55% aggregate principal amount of the outstanding 2020 Notes, and greater than 55% aggregate principal amount of the outstanding 2022 Notes, in the Exchange Offers.
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 complete terms and conditions of the Exchange Offers 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
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 Offers are being made only by, and pursuant to, the terms set forth in the Offering Memorandum and the Letter of Transmittal. The Exchange Offers are 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.
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.
Community Health Systems, Inc.
Thomas J. Aaron, 615-465-7000
Executive Vice President and Chief Financial Officer
Ross W. Comeaux, 615-465-7012
Vice President – Investor Relations