UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On May 4, 2021, Community Health Systems, Inc. (the “Company”) announced the offering of $1,440 million aggregate principal amount of Junior-Priority Secured Notes due 2030 to be issued by its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”). A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In addition, on May 4, 2021, the Issuer delivered to the trustee for delivery to holders of its 8.125% Junior-Priority Secured Notes due 2024 (the “2024 Notes”) a notice of conditional redemption to redeem on May 19, 2021 (the “Redemption Date”) all of the 2024 Notes that remain outstanding at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, plus a “make-whole” premium as described in the indenture governing the 2024 Notes. The redemption of the 2024 Notes is conditioned upon the Issuer having completed, after May 4, 2021 and on or prior to the Redemption Date, a debt financing on terms and conditions satisfactory to the Issuer yielding gross proceeds of at least $1,440 million.
| 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 May 4, 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: May 4, 2021 | COMMUNITY HEALTH SYSTEMS, INC. | |||||
| (Registrant) | ||||||
| By: | /s/ Kevin J. Hammons | |||||
| Kevin J. Hammons | ||||||
| President and Chief Financial Officer (principal financial officer) | ||||||
Exhibit 99.1
COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES OFFERING OF
$1,440 MILLION OF JUNIOR-PRIORITY SECURED NOTES DUE 2030
FRANKLIN, Tenn. (May 4, 2021) – Community Health Systems, Inc. (the “Company”) (NYSE: CYH) today announced that its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”), intends to offer $1,440 million aggregate principal amount of Junior-Priority Secured Notes due 2030 (the “Notes”), subject to market and other conditions (the “Notes Offering”).
The Issuer intends to use the net proceeds from the Notes Offering, together with cash on hand, to redeem all of its outstanding 8.125% Junior-Priority Secured Notes due 2024 and to pay related fees and expenses.
The Notes will be 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: | Media Contact: | |
| Kevin J. Hammons, 615-465 7000 | Tomi Galin, 615-628-6607 | |
| President and Chief Financial Officer | Senior Vice President, Corporate | |
| or | Communications, Marketing and Public Affairs | |
| Ross W. Comeaux, 615-465-7012 | ||
| Vice President – Investor Relations |
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