FRANKLIN, Tenn.--(BUSINESS WIRE)--Jun. 20, 2018--
Community Health Systems, Inc. (the “Company”) (NYSE:CYH) today
announced the final results, as of midnight, New York City time, at the
end of the day on June 19, 2018 (such time and date, the “Expiration
Date”), of offers by its wholly owned subsidiary, CHS/Community Health
Systems, Inc. (the “Issuer”), to exchange (each, an “Exchange Offer”
and, collectively, the “Exchange Offers”) (i) up to $1,925 million
aggregate principal amount of its new Junior-Priority Secured Notes due
2023 (the “2023 Notes”) in exchange for any and all of its $1,925
million aggregate principal amount of outstanding 8.000% Senior
Unsecured Notes due 2019 (the “2019 Notes”), (ii) up to $1,200 million
aggregate principal amount of its new 8.125% Junior-Priority Secured
Notes due 2024 (the “2024 Notes” and, together with the 2023 Notes, the
“New Notes”) in exchange for any and all of its $1,200 million aggregate
principal amount of outstanding 7.125% Senior Unsecured Notes due 2020
(the “2020 Notes”) and (iii) to the extent that less than all of the
outstanding 2019 Notes and 2020 Notes are tendered in the Exchange
Offers, up to an aggregate principal amount of 2024 Notes equal to, when
taken together with the New Notes issued in exchange for the validly
tendered and accepted 2019 Notes and 2020 Notes, $3,125 million, in
exchange for its outstanding 6.875% Senior Unsecured Notes due 2022 (the
“2022 Notes” and, together with the 2019 Notes and the 2020 Notes, the
“Old Notes”). The maximum aggregate principal amount of New Notes issued
in the Exchange Offers will not exceed $3,125 million (the “Maximum
Exchange Amount”).
The Issuer was advised by the exchange agent for the Exchange Offers
that, as of the Expiration Date, a total of (i) $1,770,337,000 aggregate
principal amount of outstanding 2019 Notes, representing approximately
92% of the outstanding 2019 Notes, (ii) $1,078,740,000 aggregate
principal amount of outstanding 2020 Notes, representing approximately
90% of the outstanding 2020 Notes, and (iii) $2,836,971,000 aggregate
principal amount of outstanding 2022 Notes, representing approximately
94.5% of the outstanding 2022 Notes, were validly tendered (and not
validly withdrawn) in the Exchange Offers. Because the aggregate
principal amount of Old Notes validly tendered as of the Expiration Date
would, if accepted for exchange, cause the Maximum Exchange Amount to be
exceeded, pursuant to the terms of the Exchange Offer, tenders of 2022
Notes will be accepted on a pro rata basis, subject to a proration
factor of approximately 13%.
All conditions to the Exchange Offers (including the condition that at
least 90% of the outstanding aggregate principal amount of the 2019
Notes are tendered) have been satisfied. As such, the Issuer expects to
accept for exchange all 2019 Notes and all 2020 Notes validly tendered
(and not validly withdrawn) prior to the Expiration Date and
$368,131,000 aggregate principal amount of 2022 Notes validly tendered
(and not validly withdrawn) prior to the Expiration Date.
Holders of Old Notes who tendered prior to the Expiration Date are
eligible to receive the total consideration of (i) $1,000 principal
amount of 2023 Notes per $1,000 principal amount of 2019 Notes tendered
and accepted for exchange, (ii) $1,000 principal amount of 2024 Notes
per $1,000 principal amount of 2020 Notes tendered and accepted for
exchange and (iii) $750 principal amount of 2024 Notes per $1,000
principal amount of 2022 Notes tendered and accepted for exchange
(subject to the proration described above). Accordingly, the Issuer
expects to issue $1,770,337,000 aggregate principal amount of 2023 Notes
and $1,354,663,000 aggregate principal amount of 2024 Notes on the
settlement date for the Exchange Offers. The settlement date for the
Exchange Offers is expected to be June 22, 2018.
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 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 United States or to any U.S.
persons except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. The
Exchange Offers were made, and each series of New Notes are being
offered and issued only (i) in the United States to holders of Old Notes
who the Issuer reasonably believes are “qualified institutional buyers”
(as defined in Rule 144A under the Securities Act) and (ii) outside the
United States to holders of Old Notes who are (A) persons other than
U.S. persons, within the meaning of Regulation S under the Securities
Act, and (B) “non-U.S. qualified offerees” (as defined in the Offering
Memorandum).
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
Global Bondholder Services Corporation, the exchange agent and
information agent for the Exchange Offers, at (866) 470-3800 (toll free)
or (212) 430-3774 (collect).
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 were made only
by, and pursuant to, the terms set forth in the Offering Memorandum and
the Letter of Transmittal. The Exchange Offers were not 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.
Forward-Looking Statement
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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180620005563/en/
Source: Community Health Systems, Inc.
Community Health Systems, Inc.
Thomas J. Aaron, 615-465-7000
Executive
Vice President and Chief Financial Officer
or
Ross W. Comeaux,
615-465-7012
Vice President – Investor Relations