UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On January 26, 2021, Community Health Systems, Inc. announced the pricing of the previously announced offering (the “Notes Offering”) of $1,095 million aggregate principal amount of 4.750% Senior Secured Notes due 2031 to be issued by its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”). A copy of the press release making these announcements is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In addition, on January 26, 2021, the Issuer delivered to the trustee for delivery to the holders of the 8.625% Senior Secured Notes due 2024 (the “2024 Notes”) a conditional notice of redemption to redeem on February 11, 2021 (the “Redemption Date”) all of the 2024 Notes that remain outstanding at a redemption price equal to 104.313% of the principal amount thereof plus accrued and unpaid interest to, but not including, the Redemption Date. The redemption is conditioned upon the Issuer having completed a debt financing on terms and conditions satisfactory to it yielding net cash proceeds of at least $1,078 million. The Issuer expects such condition to be satisfied upon closing of the Notes Offering.
| 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 26, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 26, 2021 | 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
COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES PRICING
OF SENIOR SECURED NOTES DUE 2031
FRANKLIN, Tenn. (January 26, 2021) – 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 $1.095 billion aggregate principal amount of its 4.750% Senior Secured Notes due 2031 (the “Notes”) (the “Notes Offering”). The sale of the Notes is expected to be consummated on or about February 9, 2021, subject to customary closing conditions.
The Issuer intends to use the net proceeds of the Notes Offering, together with cash on hand, to redeem all of its outstanding 8.625% Senior Secured Notes due 2024 (the “2024 Notes”) and to pay related fees and expenses.
The Notes are being offered in the United States to persons reasonably believed to be 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.
| Investor Contacts:
Kevin J. Hammons, 615-465 7000 Executive Vice President and Chief Financial Officer or Ross W. Comeaux, 615-465-7012 Vice President – Investor Relations |
Media Contact:
Tomi Galin, 615-628-6607 Senior Vice President, Corporate Communications, Marketing and Public Affairs |
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