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): March 20, 2018
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 7.01 | Regulation FD Disclosure. |
On March 20, 2018, Community Health Systems, Inc. (the “Company”) provided a summarized organizational chart to lenders in connection with a proposed amendment to its credit facilities. Such chart is furnished as Exhibit 99.1 to this report, which is incorporated herein by reference.
This information and the exhibit attached hereto are being “furnished” pursuant to Item 7.01 and in accordance with general instruction B.2 to Form 8-K shall not be deemed “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that section, nor shall such information be deemed to be incorporated by reference into any filings under the Securities Act of 1933.
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. All statements in this Current Report on Form 8-K, other than statements of historical fact are forward-looking statements. These statements are not guarantees of future results or performance, and actual outcomes and results may differ materially from those expressed in, or implied by, any of these 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Summarized organizational chart provided to lenders on March 20, 2018. | |
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: March 20, 2018 | COMMUNITY HEALTH SYSTEMS, INC. (Registrant) | |||||
| By: | /s/ Thomas J. Aaron | |||||
| Thomas J. Aaron | ||||||
| Executive Vice President and Chief Financial Officer (principal financial officer) | ||||||
Exhibit 99.1
Summarized Organizational Chart Guarantor hospitals 91 Non-Guarantor hospitals with equity pledge 30 Non-Guarantor hospitals without equity pledge(1) 4 Total Hospitals 125 Community Health Systems, Inc. NYSE: CYH (Parent Guarantor) CHS / Community Health Systems, Inc. (Issuer) $0.6B under the ABL credit facility $2.9B under the senior secured term loan facilities $4.1B senior secured notes $6.1B senior unsecured notes $0.4B other indebtedness Certain Wholly-Owned U.S. Subsidiaries (Guarantors) CHS Subsidiaries with Equity Ownership of Non-U.S. Subsidiaries, Certain Non-Guarantor Wholly-Owned U.S. Subsidiaries and Non-Wholly-Owned U.S. Subsidiaries(2) (Guarantors) • Hospitals and other entities(3) Subsidiaries Certain Wholly- Minority-Owned Non-U.S. and Joint CHS Owned U.S. Entities Subsidiaries Ventures Receivables Subsidiaries (Non- (Non (Non Funding, LLC(4) (Non- Issuer Guarantors) Guarantors) Guarantors) Guarantors) Guarantor Non-guarantor • Joint Ventures and • Wholly-owned • Clinic legal syndicated hospitals(3) insurance captive(3) entities, etc.(3) Note: CHS’s secured debt instruments are secured by substantially all of the value of CHS’s assets that are permitted to be pledged as collateral to secure such instruments including the asset value of its subsidiary guarantors and the pledged equity value of non-guarantor subsidiaries. (1) Equity interests have been pledged as collateral except for 4 hospitals owned jointly with non-profits and revenue from the 4 hospitals equates to 4.0% (or approximately $630 million) of the $15.945 billion of adjusted net operating revenue from 2017. 2017 non-GAAP adjusted net operating revenues exclude the $591 million change in estimate for contractual allowance and provision for bad debts recorded during the three months ended December 31, 2017. The information should be reviewed together with the press release dated February 27, 2018, which contains GAAP reporting related to this change in estimate, as furnished in the Current Report on Form 8-K filed with the SEC on February 27, 2018. (2) Equity ownership percentages of Non-Wholly-Owned U.S. Subsidiaries vary, depending on entity legal structure and the number of members / partners. (3) Does not represent a complete listing or description of category entities. (4) After the closing of the anticipated ABL credit facility, this subsidiary will become a guarantor. ABL Priority Collateral of any receivables from CHS Receivables Funding, LLC or of the other Guarantors will be subject to first lien priority in favor of ABL lenders and second lien priority in favor of senior secured credit facility lenders and senior secured noteholders.