UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 23, 2020
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15925 | 13-3893191 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
4000 Meridian Boulevard
Franklin, Tennessee 37067
(Address of principal executive offices)
Registrant’s telephone number, including area code: (615) 465-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, $0.01 par value | CYH | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On January 23, 2020, Community Health Systems, Inc. announced the pricing of the previously announced offering of 6.625% senior secured notes due 2025 to be issued by its wholly owned subsidiary, CHS/Community Health Systems, Inc. The size of the offering was increased to $1.462 billion aggregate principal amount, an increase of $442 million aggregate principal amount subsequent to the initial announcement of the offering. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is filed herewith:
| 99.1 | Press Release of Community Health Systems, Inc., dated January 23, 2020 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 23, 2020 | COMMUNITY HEALTH SYSTEMS, INC. | |||||
| (Registrant) | ||||||
| By: | /s/ Kevin J. Hammons | |||||
| Kevin J. Hammons | ||||||
| Executive Vice President and Chief Financial | ||||||
| Officer (principal financial officer) | ||||||
Exhibit 99.1
| Investor Contacts: | ||
| Kevin J. Hammons | Ross W. Comeaux | |
| Executive Vice President |
Vice President – Investor Relations | |
| 615-465-7000 | 615-465-7012 | |
Media Contact:
Tomi Galin
Senior Vice President, Corporate Communications,
Marketing and Public Affairs
615-628-6607
COMMUNITY HEALTH SYSTEMS ANNOUNCES PRICING
OF SENIOR SECURED NOTES DUE 2025
FRANKLIN, Tenn. (January 23, 2020) – Community Health Systems, Inc. (the “Company”) (NYSE: CYH) today announced that its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”), has priced an offering of $1.462 billion aggregate principal amount of its 6.625% Senior Secured Notes due 2025 (the “Notes”). The sale of the Notes is expected to be consummated on or about February 6, 2020, subject to customary closing conditions. The size of the offering was increased by approximately $442 million aggregate principal amount subsequent to the initial announcement of the offering.
The Issuer intends to use the net proceeds of the offering of Notes to (i) purchase any and all of its 5.125% Senior Secured Notes due 2021 (the “2021 Notes”) validly tendered and not validly withdrawn in the cash tender offer announced on January 23, 2020, (ii) redeem all of the 2021 Notes that are not purchased pursuant to such tender offer, (iii) purchase in one or more privately negotiated transactions or redeem approximately $425.5 million aggregate principal amount of its 6.250% Senior Secured Notes due 2023 and (iv) pay related fees and expenses.
The Notes are being offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum. This notice is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act.
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.
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