FRANKLIN, Tenn.--(BUSINESS WIRE)--Jan. 7, 2016--
Community Health Systems, Inc. (NYSE: CYH) today announced that it is
revising the projected timeline to complete its previously announced
spin-off of Quorum Health Corporation due to various reasons, including
market conditions, and now expects the transaction to be completed
during the first half of 2016. On August 3, 2015, Community Health
Systems announced its plans to form Quorum Health Corporation by
spinning off to its stockholders a group of 38 hospitals and Quorum
Health Resources, LLC, a leading hospital management advisory and
consulting business. The spin-off is intended to be tax-free to
Community Health Systems and its stockholders. Quorum Health Corporation
will be an independent, publicly traded company and has applied to have
its common stock authorized for listing on the New York Stock Exchange
under the symbol “QHC.”
Broadcast of Fourth Quarter and Year-End 2015 Conference Call
The Company also announced today that it will provide an online Web
simulcast and rebroadcast of its fourth quarter and year-end 2015
conference call.
The Company will issue a press release announcing its results on
Wednesday, February 17, 2016, after the regular close of trading. The
conference call is scheduled to begin at 10:00 a.m. Central time, 11:00
a.m. Eastern time, on Thursday, February 18, 2016. A live broadcast of
the conference call will be available online at www.chs.net.
To listen to the live call, please go to the web site at least 15
minutes early to register, download, and install any necessary audio
software. The online replay will follow shortly after the call and
continue through March 18, 2016.
During this call, Community Health Systems will review the Company’s
financial and operating results for the fourth quarter and year ended
December 31, 2015.
Share Repurchase Programs
The Company also announced today that prior to the end of 2015, it had
repurchased and retired the maximum 5,000,000 shares of the Company’s
common stock authorized for repurchase under the Company’s 2014 Share
Repurchase Program at an average price per share of $28.84 and a total
cost (including commissions) of $144,400,880 and commenced making
purchases under the 2015 Share Repurchase Program. All purchases of the
Company’s common stock were made pursuant to the “safe harbor”
provisions of Exchange Act Rule 10b-18 and ceased when the Company’s
trading window closed in the middle of December.
As previously disclosed on November 9, 2015, the Board of Directors of
the Company approved the 2015 Share Repurchase Program, an open market
repurchase program for up to 10,000,000 shares of the Company’s common
stock, not to exceed total purchases under the program of $300,000,000.
The recently completed 2014 Share Repurchase Program commenced in
December 2014.
The 2015 Share Repurchase Program will terminate on the earlier of
November 5, 2018, when the maximum number of shares has been
repurchased, or when the maximum dollar amount has been expended. The
timing and amount of any shares repurchased will be determined by the
Company’s management based on its evaluation of market conditions,
applicable securities laws requirements, and other factors. The 2015
Share Repurchase Program may be suspended or discontinued at any time.
Advisors
Credit Suisse is serving as Community Health Systems’ financial advisor,
and Bass, Berry & Sims PLC and Bradley Arant Boult Cummings LLP are
serving as legal advisors to Community Health Systems in connection with
the proposed spin-off of Quorum Health Corporation.
About Community Health Systems, Inc.
Community Health Systems, Inc. is one of the largest publicly-traded
hospital companies in the United States and a leading operator of
general acute care hospitals in communities across the country. Through
its subsidiaries, the Company currently owns, leases or operates 196
affiliated hospitals in 29 states with an aggregate of approximately
30,000 licensed beds.
The Company has announced plans for a spin-off transaction to create a
new, publicly-traded company, Quorum Health Corporation, with 38
affiliated hospitals and related outpatient services in 16 states,
together with Quorum Health Resources, LLC, a subsidiary providing
management advisory and consulting services to non-affiliated hospitals.
The transaction is expected to close during the first half of 2016.
The Company’s headquarters are located in Franklin, Tennessee, a suburb
south of Nashville. Shares in Community Health Systems, Inc. are traded
on the New York Stock Exchange under the symbol “CYH.” More information
about the Company can be found on its website at www.chs.net.
Forward Looking Statements
Certain statements contained in this communication may constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements include, but
are not limited to, statements regarding the expected timing of the
completion of the spin-off transaction, the benefits of the spin-off
transaction to either Community Health Systems or Quorum Health
Corporation, the tax-free treatment of the spin-off transaction, the
anticipated management of the business to be spun off, the market
position of the business to be spun off and statements regarding
potential share repurchases, transactions and other events and other
statements that are not historical facts. Such statements are based on
the views and assumptions of the management of the Company and are
subject to significant risks and uncertainties. There can be no
assurance that the proposed transaction or other future events will
occur as anticipated, if at all, or that actual results will be as
expected. Actual future events or results may differ materially from
these statements. Such differences may result from a number of factors,
including but not limited to: the timing and completion of the proposed
transaction; a failure to obtain necessary regulatory approvals; a
failure to obtain assurances of anticipated tax treatment; a
deterioration in the business or prospects of the Company or Quorum
Health Corporation; adverse developments in the Company’s or Quorum
Health Corporation’s markets; adverse developments in the U.S. or global
capital markets, credit markets or economies generally; the risk that
the benefits of the proposed transaction may not be fully
realized or may take longer to realize than expected; the impact of the
proposed transaction on the Company’s third-party relationships;
the Company’s ability following completion of the spin-off to identify
and acquire additional hospitals in larger and more urbanized markets
with terms that are attractive to the Company and to integrate such
acquired hospitals; changes in regulatory, social and political
conditions; and in regards to potential share repurchases, the market
price of the Company’s stock prevailing from time to time, the nature of
other investment opportunities presented to the Company from time to
time, the Company’s cash flows from operations and general economic
conditions. Additional risks and factors that may affect results
are set forth in the Company’s and Quorum Health Corporation’s filings
with the Securities and Exchange Commission, including the Company’s
most recent Annual Report on Form 10-K, current reports on Form
8-K and quarterly reports on Form 10-Q and Quorum Health Corporation’s
Registration Statement on Form 10, as amended. The forward-looking
statements speak only as of the date of this communication. Neither the
Company nor Quorum Health Corporation undertakes any obligation to
update these statements.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160107006272/en/
Source: Community Health Systems, Inc.
Community Health Systems, Inc.
Investor Contacts:
W. Larry
Cash, 615-465-7000
President of Financial Services and Chief
Financial Officer
or
Michael J. Culotta, 615-465-7037
Vice
President - Investor Relations
or
Media Contact:
Tomi
Galin, 615-628-6607
Senior Vice President, Corporate
Communications, Marketing and Public Affairs