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): August 12, 2013 (August 12, 2013)
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15925 | 13-3893191 | ||
| (State or other jurisdiction of incorporation) |
(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
N/A
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| ¨ | 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)) |
Item 1.01. Entry into a Material Definitive Agreement.
On August 12, 2013 (the “Closing Date”), Community Health Systems, Inc. (the “Company”) and its wholly-owned subsidiary CHS/Community Health Systems, Inc. (the “Borrower”) and certain other subsidiaries entered into Amendment No. 3 (the “Amendment”), effective as of the Closing Date, of their existing credit agreement, dated as of July 25, 2007, as amended and restated as of November 5, 2010 and February 2, 2012 and as amended as of August 3, 2012 and November 27, 2012, among the Company, the Borrower, the lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent (as amended, supplemented, amended and restated or otherwise modified, the “Credit Agreement”).
The Amendment provides for increased flexibility to incur debt by amending certain terms of the Credit Agreement, including the maximum leverage ratio and secured leverage ratio covenant levels. In addition, the Amendment includes pricing protection for certain extended term loans, which specifies an increased margin in certain instances. The Amendment also provides for a total leverage-based stepup to the applicable margin of the extended term loans and the non-extended term loans. The pricing of the loans under the Credit Agreement will otherwise remain unchanged.
The foregoing summary of the Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated into this report by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosures under Item 1.01 of this report are also responsive to Item 2.03 of this report and are incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On August 12, 2013, the Company announced that it had obtained the requisite consents of the lenders to enter into the Amendment to its Credit Agreement. A copy of the press release making this announcement is attached as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
The following items are included as Exhibits to this report and incorporated herein by reference:
| EXHIBIT NO. |
DESCRIPTION OF EXHIBIT | |
| 10.1 | Amendment No. 3, dated as of August 12, 2013, to the Credit Agreement, dated as of July 25, 2007, as amended and restated as of November 5, 2010, and February 2, 2012, and as amended as of August 3, 2012 and November 27, 2012 among CHS/Community Health Systems, Inc., Community Health Systems, Inc., the lenders party thereto and Credit Suisse AG, as administrative agent and as collateral agent for the lenders. | |
| 99.1 | Press release dated August 12, 2013 | |
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.
| COMMUNITY HEALTH SYSTEMS, INC. | ||||||
| Date: August 12, 2013 | By: | /s/ Wayne T. Smith | ||||
| Wayne T. Smith | ||||||
| Chairman of the Board, President and Chief Executive Officer (principal executive officer) | ||||||
| By: | /s/ W. Larry Cash | |||||
| W. Larry Cash | ||||||
| Executive Vice President, Chief Financial Officer and Director (principal financial officer) | ||||||
EXHIBIT INDEX
| EXHIBIT NO. |
DESCRIPTION OF EXHIBIT | |
| 10.1 | Amendment No. 3, dated as of August 12, 2013, to the Credit Agreement, dated as of July 25, 2007, as amended and restated as of November 5, 2010, and February 2, 2012, and as amended as of August 3, 2012 and November 27, 2012, among CHS/Community Health Systems, Inc., Community Health Systems, Inc., the lenders party thereto and Credit Suisse AG, as administrative agent and as collateral agent for the lenders. | |
| 99.1 | Press release dated August 12, 2013 | |
Exhibit 10.1
AMENDMENT NO. 3 dated as of August 12, 2013 (this “Amendment”), to the CREDIT AGREEMENT dated as of July 25, 2007, as amended and restated as of November 5, 2010, and February 2, 2012, as further amended as of August 3, 2012, and as of November 27, 2012 (as heretofore amended, supplemented, amended and restated or otherwise modified, the “Credit Agreement”), among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the “Borrower”), COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (“Parent”), the lenders party thereto (the “Lenders”) and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders.
PRELIMINARY STATEMENT
A. Pursuant to the Credit Agreement, the Lenders have extended, and have agreed to extend, credit to the Borrower.
B. The Borrower, Parent and the Required Lenders desire that certain provisions of the Credit Agreement be amended as provided herein.
C. Parent, the Borrower and the Subsidiary Guarantors are party to one or more of the Security Documents, pursuant to which, among other things, Parent and the Subsidiary Guarantors Guaranteed the Obligations of the Borrower under the Credit Agreement and provided security therefor.
Accordingly, in consideration of the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including the preliminary statement hereto) shall have the meanings assigned thereto in the Credit Agreement. The provisions of Section 1.02 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.
SECTION 2. Amendments to the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 4 hereof, the Credit Agreement is hereby amended as follows, effective as of the Amendment Effective Date (as defined below):
(a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order therein:
“Amendment No. 3 Effective Date” shall mean August 12, 2013.
“Extended OID” shall have the meaning assigned to such term in Section 2.27.
“New Term Loan” shall mean any Pari Passu Debt in the form of term loans secured by Liens on the Collateral having the same priority as the Liens securing the Extended Term Loans (but excluding, for the avoidance of doubt, any Incremental Term Loans), made to Parent or any of its
subsidiaries, the proceeds of which will be used to finance, in whole or in part, one or more Permitted Acquisitions.
“New Loan Margin” shall have the meaning assigned to such term in Section 2.27.
“New Term Loan OID” shall have the meaning assigned to such term in Section 2.27.
“New Term Loan Yield Differential” shall have the meaning assigned to such term in Section 2.27.
“Reference Margin” shall have the meaning assigned to such term in Section 2.27.
(b) Clause (a) of the first paragraph of the definition of the term “Applicable Percentage” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“ (a) with respect to any Eurodollar Non-Extended Term Loan, ABR Non-Extended Term Loan, Eurodollar Extended Term Loan or ABR Extended Term Loan, the applicable percentage set forth below under the caption “Eurodollar Spread—Non-Extended Term Loans”, “ABR Spread—Non-Extended Term Loans”, “Eurodollar Spread—Extended Term Loans” or “ABR Spread—Extended Term Loans”, as the case may be, in each case based upon the Secured Leverage Ratio and the Total Leverage Ratio, in each case as of the relevant date of determination, and”.
(c) The first table in the definition of the term “Applicable Percentage” set forth in Section 1.01 of the Credit Agreement is hereby replaced in its entirety with the following table:
| Secured Leverage Ratio and Leverage Ratio |
Eurodollar Spread—Non- Extended Term Loans |
ABR Spread—Non- Extended Term Loans |
Eurodollar Spread— Extended Term Loans |
ABR Spread— Extended Term Loans | ||||
| Category 1
Secured Leverage Ratio: > 3.50 to 1.00
and
Leverage Ratio: > 5.50 to 1.00
|
3.00% | 2.00% | 4.25% | 3.25% | ||||
| Category 2
Secured Leverage Ratio: £ 3.50 to 1.00
and
Leverage Ratio: > 5.50 to 1.00 |
2.75% | 1.75% | 4.00% | 3.00% | ||||
| Category 3
Secured Leverage Ratio: > 3.50 to 1.00
and
Leverage Ratio: £ 5.50 to 1.00
|
2.50% | 1.50% | 3.75% | 2.75% | ||||
| Category 4
Secured Leverage Ratio £ 3.50 to 1.00
and
Leverage Ratio: £ 5.50 to 1.00 |
2.25% | 1.25% | 3.50% | 2.50% |
(d) Article II of the Credit Agreement is hereby amended by inserting the following in its entirety as a new Section 2.27.
“SECTION 2.27. Extended Term Loan Pricing Protection. From and after the Amendment No. 3 Effective Date, if the initial yield on any New Term Loans incurred on or after such date (as determined by the Administrative Agent and to be equal to the sum of (x) the margin above the adjusted LIBO or eurocurrency rate on such New Term Loans (the “New Loan Margin”) (which shall be increased by the amount that any “LIBOR floor” applicable to such New Term Loans on the date such New Term Loans are made would exceed the adjusted LIBO or eurocurrency rate that would be in effect for a three-month Interest Period commencing on such date) and (y) if such New Term Loans are initially made at a discount or the lenders making the same (as opposed to the arrangers, if any, thereof) receive a fee directly or indirectly from Parent, the Borrower or any subsidiary of Parent for doing so (the amount of such discount or fee, expressed as a percentage of the New Term Loans, being referred to herein as “New Term Loan OID”), the amount of such New Term Loan OID divided by the lesser of (A) the average life to maturity of such New Term Loans and (B) four) exceeds by more than 50 basis points the sum of (1) the margin applicable to the Eurodollar Extended Term Loans (which margin shall be the sum of the Applicable Percentage for Eurodollar Extended Term Loans (determined, solely for the purposes of this Section 2.27, by reference to the Secured Leverage Ratio and the Total Leverage Ratio calculated on a pro forma basis after giving effect to the Permitted Acquisition to which such New Term Loans relate and any Indebtedness incurred or expected to be incurred in connection therewith) (such margin, the “Reference Margin”) increased by the amount that any “LIBOR floor” applicable to such Eurodollar Extended Term Loans on such date would exceed the Adjusted LIBO Rate that would be in effect for a three-month Interest Period commencing on such date) plus (2) if such Extended Term Loans were initially made at a discount or the Lenders making the same (as opposed to the arranger, if any, thereof) received a fee directly or indirectly from Parent, the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Extended Term Loans and calculated on a weighted average basis, being referred to herein as “Extended OID”), the amount of such Extended OID divided by four (such excess above 50 basis points being referred to herein as the “New Term Loan Yield Differential”) then (i) the Applicable Percentage then in effect for such Extended Term Loans shall automatically be increased to the Reference Margin plus the applicable New Term Loan Yield Differential (or, in the case of that portion, if any, of the New Term Loan Yield Differential resulting from the “LIBOR floor” applicable to such New Term Loans being greater
than that applicable to such Extended Term Loans on the date such New Term Loans are made, by first increasing or (if no “LIBOR floor” is applicable to such Extended Term Loans at such time) by adding a “LIBOR floor” with respect to such portion of the New Term Loan Yield Differential), (ii) each interest rate margin with respect to the Extended Term Loans set forth in the first table in the definition of Applicable Percentage shall be increased by the New Term Loan Yield Differential (or, in the case of that portion, if any, of the New Term Loan Yield Differential resulting from the “LIBOR floor” applicable to such New Term Loans being greater than that applicable to such Extended Term Loans on the date such New Term Loans are made, by first increasing or (if no “LIBOR floor” is applicable to such Extended Term Loans at such time) by adding a “LIBOR floor” with respect to such portion of the New Term Loan Yield Differential) and (iii) the Applicable Percentage for the Extended Term Loans will thereafter be determined in accordance with the definition of Applicable Percentage as so amended and by reference to the Secured Leverage Ratio and the Leverage Ratio; provided that in the event that the Applicable Percentage with respect to the Extended Term Loans would be subject to any decrease as a result of any change in the Secured Leverage Ratio or the Leverage Ratio, as the case may be, the amount of any such decrease in the Applicable Percentage with respect to the Extended Term Loans shall not exceed the amount of any corresponding decrease, if any, in the New Loan Margin as a result of such changes in the Secured Leverage Ratio and the Leverage Ratio, as the case may be, in each case effective upon the incurrence of such New Term Loans (it being understood, for the avoidance of doubt, that the Applicable Percentage with respect to all Term Loans other than the Extended Term Loans shall continue to be determined as provided in the definition of Applicable Percentage without giving effect to any changes set forth in this Section 2.27).”
(e) The definition of the term “Secured Leverage Ratio Condition” set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing “3.75 to 1.0.” therein with “4.00 to 1.0.”
(f) Section 6.13 (Maximum Leverage Ratio) of the Credit Agreement is hereby amended as follows:
(i) by replacing the ratio “5.50 to 1.00” which corresponds to the period labeled “October 1, 2011 through December 31, 2014” with “6.25 to 1.00”;
(ii) by inserting a new row immediately above the last row of the table therein, which row shall set forth a period labeled “January 1, 2015 through December 31, 2015” and a corresponding ratio of “6.00 to 1.00”; and
(iii) by replacing the ratio “5.25 to 1.00” which corresponds to the period labeled “Thereafter” with “5.75 to 1.00”.
SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of Parent, the Borrower and each Subsidiary Guarantor hereby represents and warrants to each of the Lenders, the Administrative Agent, the Issuing Banks and the Collateral Agent that, after giving effect to this Amendment:
(a) The representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the Amendment Effective Date as though made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date.
(b) No Default or Event of Default has occurred and is continuing.
(c) None of the Security Documents in effect on the Amendment Effective Date will be rendered invalid, non-binding or unenforceable against any Loan Party as a result of this Amendment. The Guarantees created under such Security Documents will continue to guarantee the Obligations to the same extent as they guaranteed the Obligations immediately prior to the Amendment Effective Date. The Liens created under such Security Documents will continue to secure the Obligations, and will continue to be perfected, in each case, to the same extent as they secured the Obligations or were perfected immediately prior to the Amendment Effective Date.
SECTION 4. Effectiveness. This Amendment shall become effective on and as of the date on which each of the following conditions precedent is satisfied (such date, the “Amendment Effective Date”):
(a) The Administrative Agent shall have received duly executed and delivered counterparts of this Amendment that, when taken together, bear the signatures of Parent, the Borrower, each Subsidiary Guarantor and the Required Lenders.
(b) The Administrative Agent shall have received payment from the Borrower, for the account of each Lender that shall have unconditionally and irrevocably delivered to the Administrative Agent (or its counsel) its executed signature page to this Amendment at or prior to 12:00 noon, New York City time, on August 9, 2013 (each, a “Consenting Lender”), an amendment fee in an amount equal to 0.25% of the aggregate outstanding principal amount of such Consenting Lender’s Term Loans and the aggregate amount of such Consenting Lender’s Revolving Credit Commitments (whether drawn or undrawn), as the case may be, in each case as of the Amendment Effective Date. Such fees shall be payable in immediately available funds and, once paid, shall not be refundable in whole or in part.
(c) The Administrative Agent shall have received all other fees and other amounts due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower in connection with the transactions contemplated hereby or under any other Loan Document.
The Administrative Agent shall notify Parent, the Borrower and the Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.
SECTION 5. Effect of this Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, the Lenders or any other Secured Party under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein.
(b) From and after the Amendment Effective Date, any reference to the Credit Agreement shall mean the Credit Agreement as modified by this Amendment.
(c) This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 6. Reaffirmation. Each of Parent, the Borrower and each of the Subsidiary Guarantors identified on the signature pages hereto (collectively, Parent, the Borrower and such Subsidiary Guarantors, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct
and indirect benefits as a result of this Amendment and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Amendment and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties.
SECTION 7. Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with the Loan Documents (including the preparation of this Amendment), including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP.
SECTION 8. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by electronic transmission (e.g., “pdf”) of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment, and, once delivered, may not be withdrawn or revoked unless the Amendment fails to become effective in accordance with its terms on or prior to September 30, 2013.
SECTION 9. No Novation. This Amendment shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or any Loan Party under any other Loan Document from any of its obligations and liabilities thereunder. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby or thereby in connection herewith or therewith.
SECTION 10. Governing Law. (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(b) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 11. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.
| CHS/COMMUNITY HEALTH SYSTEMS, INC., | ||
| By: | /s/ W. Larry Cash | |
| Name: | W. Larry Cash | |
| Title: | Executive Vice President and Chief Financial Officer | |
| COMMUNITY HEALTH SYSTEMS, INC., | ||
| By: | /s/ W. Larry Cash | |
| Name: | W. Larry Cash | |
| Title: | Executive Vice President and Chief Financial Officer | |
[SIGNATURE PAGE TO AMENDMENT NO. 3 TO
CREDIT AGREEMENT OF CHS/COMMUNITY HEALTH SYSTEMS, INC.]
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually and as Administrative Agent, Collateral Agent, Swingline Lender and an Issuing Bank, | ||
| by | /s/ Robert Hetu | |
| Name: Robert Hetu | ||
| Title: Managing Director | ||
| by | /s/ Rahul Parmar | |
| Name: Rahul Parmar | ||
| Title: Associate | ||
[Signature Page to Amendment No. 3 to
Credit Agreement of CHS/Community Health Systems, Inc.]
| WELLS FARGO BANK, N.A., individually and as an Issuing Bank, | ||
| by | /s/ Andrea S. Chen | |
| Name: Andrea S. Chen | ||
| Title: Director | ||
[Signature Page to Amendment No. 3 to
Credit Agreement of CHS/Community Health Systems, Inc.]
| Abilene Hospital LLC Abilene Merger LLC Affinity Health Systems, LLC Affinity Hospital, LLC Anna Hospital Corporation Berwick Hospital Company, LLC Big Bend Hospital Corporation Big Spring Hospital Corporation Birmingham Holdings II, LLC Birmingham Holdings, LLC Blue Island Hospital Company, LLC Blue Island Illinois Holdings, LLC Bluefield Holdings, LLC Bluefield Hospital Company, LLC Bluffton Health System, LLC Brownsville Hospital Corporation Brownwood Medical Center, LLC Bullhead City Hospital Corporation Bullhead City Hospital Investment Corporation Carlsbad Medical Center, LLC Centre Hospital Corporation CHHS Holdings, LLC CHS Kentucky Holdings, LLC CHS Pennsylvania Holdings, LLC CHS Virginia Holdings, LLC CHS Washington Holdings, LLC Clarksville Holdings, LLC Cleveland Hospital Corporation Cleveland Tennessee Hospital Company, LLC Clinton Hospital Corporation Coatesville Hospital Corporation College Station Medical Center, LLC College Station Merger, LLC Community GP Corp. Community Health Investment Company, LLC Community LP Corp. | ||
| by | /s/ James W. Doucette | |
| Name: James W. Doucette | ||
| Title: Vice President and Treasurer | ||
[Signature Page to Amendment No. 3 to
Credit Agreement of CHS/Community Health Systems, Inc.]
| CP Hospital GP, LLC CPLP, LLC Crestwood Hospital LP, LLC Crestwood Hospital, LLC CSMC, LLC CSRA Holdings, LLC Deaconess Holdings, LLC Deaconess Hospital Holdings, LLC Deming Hospital Corporation Desert Hospital Holdings, LLC Detar Hospital, LLC DHFW Holdings, LLC DHSC, LLC Dukes Health System, LLC Dyersburg Hospital Corporation Emporia Hospital Corporation Evanston Hospital Corporation Fallbrook Hospital Corporation Foley Hospital Corporation Forrest City Arkansas Hospital Company, LLC Forrest City Hospital Corporation Fort Payne Hospital Corporation Frankfort Health Partner, Inc. Franklin Hospital Corporation Gadsden Regional Medical Center, LLC Galesburg Hospital Corporation Granbury Hospital Corporation Granite City Hospital Corporation Granite City Illinois Hospital Company, LLC Greenville Hospital Corporation GRMC Holdings, LLC Hallmark Healthcare Company, LLC Hobbs Medco, LLC Hospital of Barstow, Inc. Hospital of Fulton, Inc. Hospital of Louisa, Inc. Hospital of Morristown, Inc. | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
[Signature Page to Amendment No. 3 to
Credit Agreement of CHS/Community Health Systems, Inc.]
| Jackson Hospital Corporation Jackson Hospital Corporation Jourdanton Hospital Corporation Kay County Hospital Corporation Kay County Oklahoma Hospital Company, LLC Kirksville Hospital Company, LLC Lakeway Hospital Corporation Lancaster Hospital Corporation Las Cruces Medical Center, LLC Lea Regional Hospital, LLC Lexington Hospital Corporation Longview Clinic Operations Company, LLC Longview Merger, LLC LRH, LLC Lutheran Health Network of Indiana, LLC Marion Hospital Corporation Martin Hospital Corporation Massillon Health Community System, LLC Massillon Health System, LLC Massillon Holdings, LLC McKenzie Tennessee Hospital Company, LLC McNairy Hospital Corporation MCSA, L.L.C. Medical Center of Brownwood, LLC Merger Legacy Holdings, LLC MMC of Nevada, LLC Moberly Hospital Company, LLC MWMC Holdings, LLC Naticoke Hospital Company, LLC National Healthcare of Leesville, Inc. National Healthcare of Mt. Vernon, Inc. National Healthcare of Newport, Inc. Navarro Regional, LLC NC-DSH, LLC | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
[Signature Page to Amendment No. 3 to
Credit Agreement of CHS/Community Health Systems, Inc.]
| Northampton Hospital Company, LLC Northwest Arkansas Hospitals, LLC Northwest Hospital, LLC NOV Holdings, LLC NRH, LLC Oak Hill Hospital Corporation Oro Valley Hospital, LLC Palmer-Wasilla Health System, LLC Payson Hospital Corporation Peckville Hospital Company, LLC Pennsylvania Hospital Company, LLC Phillips Hospital Corporation Phoenixville Hospital Company, LLC Pottstown Hospital Company, LLC QHG Georgia Holdings II, LLC QHG Georgia Holdings, Inc. QHG of Bluffton Company, LLC QHG of Clinton County, Inc. QHG of Enterprise, Inc. QHG of Forrest County, Inc. QHG of Fort Wayne Company, LLC QHG of Hattiesburg, Inc. QHG of Massillon, Inc. QHG of South Carolina, Inc. QHG of Spartanburg, Inc. QHG of Springdale, Inc. QHG of Warsaw Company, LLC Quorum Health Resources, LLC Red Bud Hospital Corporation Red Bud Illinois Hospital Company, LLC Regional Hospital of Longview, LLC River Region Medical Corporation Roswell Hospital Corporation Ruston Hospital Corporation Ruston Louisiana Hospital Company, LLC SACMC, LLC Salem Hospital Corporation San Angelo Community Medical Center, LLC | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
[Signature Page to Amendment No. 3 to
Credit Agreement of CHS/Community Health Systems, Inc.]
| San Angelo Medical, LLC San Miguel Hospital Corporation Scranton Holdings, LLC Scranton Hospital Company, LLC Scranton Quincy Holdings, LLC Scranton Quincy Hospital Company, LLC Shelbyville Hospital Corporation Siloam Springs Arkansas Hospital Company, LLC Siloam Springs Holdings, LLC Southern Texas Medical Center, LLC Spokane Valley Washington Hospital Company, LLC Spokane Washington Hospital Company, LLC Tennyson Holdings, LLC Tomball Texas Holdings, LLC Tomball Texas Hospital Company, LLC Tooele Hospital Corporation Triad Health Care Corporation Triad Holdings III, LLC Triad Holdings IV, LLC Triad Holdings V, LLC Triad Nevada Holdings, LLC Triad of Alabama, LLC Triad of Oregon, LLC Triad-ARMC, LLC Triad-El Dorado, Inc. Triad-Navarro Regional Hospital Subsidiary, LLC Tunhannock Hospital Company, LLC VHC Medical, LLC Vicksburg Healthcare, LLC Victoria Hospital, LLC Virginia Hospital Company, LLC Warren Ohio Hospital Company, LLC Warren Ohio Rehab Hospital Company, LLC | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
[Signature Page to Amendment No. 3 to
Credit Agreement of CHS/Community Health Systems, Inc.]
| Watsonville Hospital Corporation Waukegan Hospital Corporation Waukegan Illinois Hospital Company, LLC Weatherford Hospital Corporation Weatherford Texas Hospital Company, LLC Webb Hospital Corporation Webb Hospital Holdings, LLC Wesley Health System, LLC West Grove Hospital Company, LLC WHMC, LLC Wilkes-Barre Behavioral Hospital Company, LLC Wilkes-Barre Holdings, LLC Wilkes-Barre Hospital Company, LLC Williamston Hospital Corporation Women & Children’s Hospital, LLC Woodland Heights Medical Center, LLC Woodward Health System, LLC York Pennsylvania Holdings, LLC York Pennsylvania Hospital Company, LLC Youngstown Ohio Hospital Company, LLC | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
[Signature Page to Amendment No. 3 to
Credit Agreement of CHS/Community Health Systems, Inc.]
| Brownwood Hospital, L.P. | ||
| By: Brownwood Medical Center, LLC | ||
| Its: General Partner | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
| College Station Hospital, L.P. | ||
| By: College Station Medical Center, LLC | ||
| Its: General Partner | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
| Longview Medical Center, L.P. | ||
| By: Regional Hospital of Longview, LLC | ||
| Its: General Partner | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
| Navarro Hospital, L.P. | ||
| By: Navarro Regional, LLC | ||
| Its: General Partner | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
[Signature Page to Amendment No. 3 to
Credit Agreement of CHS/Community Health Systems, Inc.]
| QHG Georgia, LP | ||
| By: QHG Georgia Holdings II, LLC | ||
| Its: General Partner | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
| Victoria of Texas, L.P. | ||
| By: Detar Hospital, LLC | ||
| Its: General Partner | ||
| By: | /s/ James W. Doucette | |
| Name: | James W. Doucette | |
| Title: | Vice President and Treasurer | |
[Signature Page to Amendment No. 3 to
Credit Agreement of CHS/Community Health Systems, Inc.]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 3
TO CREDIT AGREEMENT OF
CHS/COMMUNITY HEALTH SYSTEMS, INC.
Name of Lender:
| by |
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| Name: | ||
| Title: |
For any Lender requiring a second signature line:
| by |
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| Name: | ||
| Title: |
[SIGNATURE PAGE TO AMENDMENT NO. 3 TO
CREDIT AGREEMENT OF CHS/COMMUNITY HEALTH SYSTEMS, INC.]
Exhibit 99.1
COMMUNITY HEALTH SYSTEMS, INC. FINALIZES
AMENDMENT OF ITS CREDIT FACILITIES
FRANKLIN, Tenn. (August 12, 2013) – Community Health Systems, Inc. (the “Company”) (NYSE:CYH) today announced that it and its wholly-owned subsidiary CHS/Community Health Systems, Inc. and certain other subsidiaries have entered into an amendment (the “Amendment”) effective as of today of their existing credit agreement, dated as of July 25, 2007, as amended and restated as of November 5, 2010, February 2, 2012, as further amended August 3, 2012 and as of November 27, 2012 (the “Credit Agreement”).
The Amendment provides for increased flexibility to incur debt by amending certain terms of the Credit Agreement, including the maximum leverage ratio and secured leverage ratio covenant levels. In addition, the Amendment includes pricing protection for certain extended term loans, which specifies an increased margin in certain instances. The Amendment also provides for a total leverage-based stepup to the applicable margin of the extended term loans and the non-extended term loans. The pricing of the loans under the Credit Agreement will otherwise remain unchanged.
About Community Health Systems, Inc.
Located in the Nashville, Tennessee, suburb of Franklin, 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 non-urban and mid-size markets throughout the country. Through its subsidiaries, the Company currently owns, leases or operates 135 hospitals in 29 states with an aggregate of approximately 20,000 licensed beds. Its hospitals offer a broad range of inpatient and surgical services, outpatient treatment and skilled nursing care. In addition, through its subsidiary, Quorum Health Resources, LLC, the Company provides management and consulting services to non-affiliated general acute care hospitals located throughout the United States. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.”
Forward-Looking Statements
Statements contained in this press release regarding credit agreement amendments, their impact on the Company and other events are forward-looking statements that involve risk and uncertainties. Actual future events or results may differ materially from these statements. Readers are referred to the documents filed by Community Health Systems, Inc. with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K, Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. These filings identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements. 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.
| Investor Contact: | W. Larry Cash Executive Vice President and Chief Financial Officer (615) 465-7000 |
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