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
December 9, 2010 (December 9, 2010)
Date of Report (date of earliest event reported)
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of Registrant as specified in charter)
 	 	 	 	 	
Delaware	 	001-15925	 	13-3893191	
(State or other jurisdiction
of incorporation)	 	(Commission File Number)	 	(I.R.S. 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 (see General Instruction A.2. below):
þ     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (l7 CFR 240.13e-4(c))

 

 
Item 8.01. Other Events.
On December 9, 2010, Community Health Systems, Inc. (the “Company”) issued a press release announcing that it has submitted a proposal to the Board of Directors of Tenet Healthcare Corporation (“Tenet”) to acquire all of the outstanding shares of Tenet for $6.00 per share in cash and stock of the Company. The press release, including the full text of a letter dated December 9, 2010 to the Board of Directors of Tenet communicating the Company’s proposal, is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
 	 	 	
Exhibit No.	 	Description	
 	 	 	
99.1	 	Press release issued by Community Health Systems, Inc., dated December 9, 2010.	
 	 	 	
99.2	 	Investor Presentation Materials, dated December 9, 2010.	

 
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: December 9, 2010 	COMMUNITY HEALTH SYSTEMS, INC.
(Registrant)
 	 	
 	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	
 	 	 	
99.1	 	Press release issued by Community Health Systems, Inc., dated December 9, 2010.	
 	 	 	
99.2	 	Investor Presentation Materials, dated December 9, 2010.	

Exhibit 99.1
COMMUNITY HEALTH SYSTEMS OFFERS TO ACQUIRE TENET HEALTHCARE
FOR $6.00 PER SHARE IN CASH AND STOCK
Combination Would Create Nation’s Largest Hospital Chain
$7.3 Billion Transaction Would Provide 40% Premium to Tenet Shareholders
 
FRANKLIN, Tenn., December 9, 2010 — Community Health Systems, Inc. (NYSE: CYH) (“CHS”) today announced that it has made an offer to acquire Tenet Healthcare Corporation (NYSE: THC) for $6.00 per share, including $5.00 per share in cash and $1.00 per share in CHS common stock, which represents a premium of 40% over Tenet’s closing stock price today. In addition to receiving a substantial cash premium, Tenet shareholders would share in the upside of the combined company through the stock portion of the consideration.
The total value of the transaction would be approximately $7.3 billion, including $3.3 billion of equity and approximately $4 billion of net debt. The offer was made in a letter to Tenet’s Board of Directors on November 12, 2010, and rejected by Tenet on December 6, 2010. CHS today sent another letter to the Tenet Board (see below).
The combination of CHS and Tenet would be both financially and strategically compelling. The combined company would have approximately $22 billion in pro forma annual revenue and own or operate 176 hospitals in 30 states with a total of 32,830 licensed beds. The acquisition of Tenet is expected to be accretive to CHS’s earnings per share in the first full year after closing, excluding one-time costs.
CHS has a reputation for superior operating performance and a successful track record of integrating acquisitions. CHS believes the complementary fit of the two companies, the geographic proximity of their facilities, and the ability to enhance the operating efficiencies and best practices of a combined organization would enable it to provide even higher quality care for patients and broader and more effective services to the communities it serves.
CHS’s financial advisor is Credit Suisse and its legal advisor is Kirkland & Ellis LLP.
CHS will hold a conference call to discuss this press release on Friday, December 10, 2010, at 9:30 a.m. Central, 10:30 a.m. Eastern time. Investors will have the opportunity to listen to a live internet broadcast of the conference call by clicking on the Investor Relations link of the Company’s website at www.chs.net, or at www.earnings.com. To listen to the live call, please go to the website at least fifteen minutes early to register, download and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available after the call and will continue through January 10, 2011.
Below is the full text of the letter sent today by CHS to Tenet:

 
December 9, 2010
Board of Directors
Tenet Healthcare Corporation
1445 Ross Avenue
Dallas, Texas 75202
Attention: 	 	Mr. Trevor Fetter
President and Chief Executive Officer	
Ladies and Gentlemen:
We were surprised and disappointed by your flat rejection of a transaction that would provide a premium of approximately 40% to Tenet Healthcare Corporation shareholders. As you know, Community Health Systems, Inc. (“CHS”) has offered to acquire all of the outstanding shares of Tenet at a price of $6.00 per share ($5.00 in cash and $1.00 in CHS stock). We are convinced this transaction would be very attractive to Tenet shareholders — and we do not understand how you could state in your letter of December 6 that our proposal does not offer “even remotely fair value” to Tenet shareholders.
Given your position, we have concluded it is now appropriate to publicly disclose our proposal. This will allow Tenet shareholders to decide for themselves if they prefer the substantial premium and high degree of certainty offered in this transaction — or would rather continue to accept the significant risk, especially in light of recent operating performance, that Tenet can achieve greater present value for shareholders through execution of its strategic plan in the years ahead.
The combination of CHS and Tenet is both financially and strategically compelling. At $6.00 per share, our proposal provides a 40% premium over Tenet’s closing stock price today which is materially higher than the average premium paid in similar size transactions over the last five years. In addition to receiving a substantial cash premium, Tenet shareholders will share in the upside of the combination through the stock portion of the consideration, which will be based on a fixed exchange ratio. The total value of the transaction would be approximately $7.3 billion.
CHS is the nation’s largest publicly traded hospital company and a leading operator of general acute care hospitals in non-urban and mid-size markets across the country, with a reputation for superior operating performance and a successful track record of acquisitions. The complementary fit of our two companies, the geographic proximity of our facilities, and the ability to enhance the operating efficiencies and best practices of a combined organization would enable us to provide even higher quality care for our patients and broader and more effective services to the communities we serve. For physicians, the breadth and strength of the combined company would offer attractive practice opportunities. With expanded scale and market reach, the combined company would also be well positioned to effectively navigate healthcare reform.

 
The combined company would have approximately $22 billion in annual revenue and own or operate 176 hospitals in 30 states with a total of 32,830 licensed beds. The combined company’s facilities would be diversified across urban and non-urban markets.
CHS has an extremely successful acquisition and integration track record, most notably evidenced by our acquisition of Triad Hospitals in 2007, and has demonstrated expertise in achieving large-scale transactional and operational synergies. We expect this acquisition to be accretive to our earnings per share in the first full year, excluding one-time costs.
It remains our strong desire to reach an agreement with Tenet. However, we are committed to completing this transaction and will consider all alternatives necessary to do so. Our proposal is based on our analysis of publicly available information. As we have made clear to your advisors, we would welcome the opportunity to review any additional information you provide and are prepared to recognize any additional value you can demonstrate.
We do not believe there are any financial or regulatory impediments to your shareholders’ timely realization of this substantial premium. The cash portion of the consideration would be financed with available cash on hand together with external debt financing. We have analyzed this combination in detail with our financial advisors at Credit Suisse and are highly confident that we can deliver a fully financed transaction. Prior to the execution of the definitive transaction agreements, we anticipate receiving financing commitments in an amount sufficient to fund the transaction. We have conducted a preliminary antitrust review and do not believe the combination would give rise to any significant antitrust issues. In addition, we do not expect the transaction would require approval by CHS shareholders.
This transaction is a strategic priority for us and has the full attention of our management team and the unanimous support of our Board of Directors. Accordingly, we and our financial and legal advisors at Credit Suisse and Kirkland & Ellis LLP are prepared to devote the resources necessary to complete our due diligence activities and negotiate and execute mutually acceptable definitive documentation in an expedited manner.
I want to reiterate CHS’s commitment to successfully completing this compelling transaction. By refusing to negotiate with us, you are delaying your shareholders’ ability to receive the substantial financial and strategic benefits of this transaction. We stand ready to meet with you and your advisors to move this transaction forward without further delay.
Sincerely,

/s/ Wayne T. Smith  	 	 	
Wayne T. Smith 	 	 	
Chairman of the Board, President and
Chief Executive Officer 	 	 	

 
 	 	 	 	 	
About Community Health Systems, Inc.
Located in the Nashville, Tennessee, suburb of Franklin, Community Health Systems, Inc. is the largest publicly traded hospital company 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 126 hospitals in 29 states with an aggregate of approximately 19,400 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 approximately 150 independent non-affiliated general acute care hospitals located throughout the United States.
Forward-Looking Statements
Any statements made in this news release that are not statements of historical fact, including statements about our beliefs and expectations, including any benefits of the proposed acquisition of Tenet Healthcare Corporation (“Tenet”), are forward-looking statements within the meaning of the federal securities laws and should be evaluated as such. Forward-looking statements include statements that may relate to our plans, objectives, strategies, goals, future events, future revenues or performance, and other information that is not historical information. These forward-looking statements may be identified by words such as “anticipate,” “expect,” “suggest,” “plan,” believe,” “intend,” “estimate,” “target,” “project,” “could,” “should,” “may,” “will,” “would,” “continue,” “forecast,” and other similar expressions.
These forward-looking statements involve risks and uncertainties, and you should be aware that many factors could cause actual results or events to differ materially from those expressed in the forward-looking statements. Factors that may materially affect such forward-looking statements include: our ability to successfully complete any proposed transaction or realize the anticipated benefits of a transaction, our ability to obtain stockholder, antitrust, regulatory and other approvals for any proposed transaction, or an inability to obtain them on the terms proposed or on the anticipated schedule, and uncertainty of our expected financial performance following completion of any proposed transaction. Forward-looking statements, like all statements in this news release, speak only as of the date of this news release (unless another date is indicated). We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.
Additional Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This news release relates to a business combination transaction with Tenet proposed by the Company, which may become the subject of a registration statement filed with the Securities and Exchange Commission (the “SEC”). This material is not a substitute for any prospectus, proxy statement or any other document which the Company may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT

 
THE PROPOSED TRANSACTION. Such documents would be available free of charge through the web site maintained by the SEC at www.sec.gov or by directing a request to Community Health Systems, Inc. at 4000 Meridian Boulevard, Franklin, TN 37067, Attn: Investor Relations.
The Company and its directors and executive officers and other persons may be deemed to be participants in any solicitation of proxies from Tenet’s stockholders in respect of the proposed transaction with Tenet. Information regarding the Company’s directors and executive officers is available in its proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on April 9, 2010. Other information regarding potential participants in such proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in any proxy statement filed in connection with the proposed transaction.
 	 	 	
Media Contacts:	 	Investor Contacts:	
 	 	 	
Tomi Galin	 	W. Larry Cash	
VP — Corporate Communications	 	EVP & CFO	
615-628-6607	 	615-465-7000	
 	 	 	
George Sard/Anna Cordasco/Brooke Gordon	 	Lizbeth Schuler	
Sard Verbinnen & Co	 	VP — Investor Relations	
212-687-8080	 	615-465-7000	

Exhibit 99.2

Community Health Systems and Tenet Healthcare: A Compelling Opportunity for Value Creation December 9, 2010	

 

Any statements made in this presentation that are not statements of historical fact, including statements about our beliefs and expectations, including any benefits of the proposed acquisition of Tenet Healthcare Corporation ("Tenet"), are forward-looking statements within the meaning of the federal securities laws and should be evaluated as such. Forward-looking statements include statements that may relate to our plans, objectives, strategies, goals, future events, future revenues or performance, and other information that is not historical information. These forward-looking statements may be identified by words such as "anticipate," "expect," "suggest," "plan," believe," "intend," "estimate," "target," "project," "could," "should," "may," "will," "would," "continue," "forecast," and other similar expressions. These forward-looking statements involve risks and uncertainties, and you should be aware that many factors could cause actual results or events to differ materially from those expressed in the forward-looking statements. Factors that may materially affect such forward-looking statements include: our ability to successfully complete any proposed transaction or realize the anticipated benefits of a transaction, our ability to obtain stockholder, antitrust, regulatory and other approvals for any proposed transaction, or an inability to obtain them on the terms proposed or on the anticipated schedule, and uncertainty of our expected financial performance following completion of any proposed transaction. Forward-looking statements, like all statements in this presentation, speak only as of the date of this presentation (unless another date is indicated). We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-Looking Statements	

 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This presentation relates to a business combination transaction with Tenet proposed by Community Health Systems, Inc. ("CHS" or "the Company"), which may become the subject of a registration statement filed with the Securities and Exchange Commission (the "SEC"). This material is not a substitute for any prospectus, proxy statement or any other document which the Company may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Such documents would be available free of charge through the web site maintained by the SEC at www.sec.gov or by directing a request to Community Health Systems, Inc. at 4000 Meridian Boulevard, Franklin, TN 37067, Attn: Investor Relations. The Company and its directors and executive officers and other persons may be deemed to be participants in any solicitation of proxies from Tenet's stockholders in respect of the proposed transaction with Tenet. Information regarding the Company's directors and executive officers is available in its proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on April 9, 2010. Other information regarding potential participants in such proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in any proxy statement filed in connection with the proposed transaction. Additional Information	

 

Compelling Strategic Rationale Strong complementary fit with significant synergy potential Opportunity to leverage operating efficiencies and best practices Enhances ability to contract effectively with payors More attractive platform for physician recruitment CHS management team has proven track record of superior operating performance Successfully integrated Triad acquisition - a transaction that was larger on a relative basis Transaction is accretive to EPS in the first full year	

 

$6.00 offer price per share comprised of $5.00 in cash and $1.00 in CHS stock Offer represents 40% premium to December 9, 2010 closing price for Tenet Stock consideration provides Tenet shareholders the opportunity to participate in future upside from earnings growth and synergy realization Credit Suisse has provided to us a letter indicating that it is highly confident it can arrange the debt financing for the transaction along with a syndicate of other financial institutions (1) Strong desire to reach an agreement with Tenet on a friendly basis, but committed to completing this transaction (1) Subject to customary terms and conditions. Attractive Offer for Tenet Shareholders	

 

Combined Company Pro Forma Tenet Note: Revenue as of LTM 9/30/10. Revenue $12.7 billion $9.2 billion $21.9 billion Hospitals 126 50 176 States 29 11 30 Licensed Beds 19,400 13,430 32,830	

 

Transaction Benefits Key Constituents Improved quality of care from standardized best practices and clinical protocols Breadth of platform and stable operations provide attractive practice opportunities Comprehensive range of healthcare services provided in cost-efficient manner Enhances ability to provide broader and more effective services Patients Physicians Payors / Employers Communities	

 

Favorable Geographic Fit Geographic overlap - only new state is Nebraska CHS in 29 states; Tenet in 11 states; pro forma combined in 30 states Diversified across urban and non-urban markets Potential referral synergies Well positioned with managed care organizations and for future impact of healthcare reform Legend CHS presence only Tenet presence only CHS and Tenet overlap CHS Tenet	

 

CHS / Tenet Combined Increased purchasing power Leverage operating efficiencies Best practices across portfolio Hospital Company Comparison HCA CHS HMA Tenet LifePoint UHS Combined Company Has a Scale Advantage Note: Revenue as of LTM 9/30/10.	

 

CHS Management Team Has a Proven Track Record of Superior Operating Performance 5.4% 4.1% 9.1% 5.9% Tenet $3,031mm $930mm Superior Organic Growth Average Annual Same-Facility Revenue Growth 2008 - 2010 YTD Average EBITDA* Margin 2008 - 2010 YTD Average EBIT Margin 2008 - 2010 YTD Cumulative Cash Flow From Operations 2008 - 2010 YTD Cumulative Cash Flow From Operations as % of Revenue 2008 - 2010 YTD 13.8% 10.2% 9.3% 3.8% Better, Consistent Profitability Stronger Cash Flow * For CHS, see the Unaudited Supplemental Information contained in this presentation for a definition of EBITDA and a reconciliation of Adjusted EBITDA, as defined, to CHS' net cash provided by operating activities as derived directly from our consolidated financial statements for the twelve months ended December 31, 2009 and 2008. For purposes of this presentation, EBITDA means Adjusted EBITDA. Management Expertise #1 Institutional Investor Ranking CEO and CFO 4 years in a row Note: Figures represent financial performance during calendar year 2008, calendar year 2009 and nine months ended September 30, 2010.	

 

Target Contribution to Combined Company Tenet Acquisition Relative to Triad Triad Tenet Revenue 56% 42% EBITDA 55% 36% Beds 51% 41% Hospitals 41% 28% LTM as of 12/31/06 LTM as of 9/30/10 CHS has successfully integrated Triad. On a relative basis, Tenet is a smaller acquisition.	

 

Triad Facilities LTM 6/30/07 0.12 CY 2009 0.148 +280 bps CHS Management Significantly Improved Triad's Operating Results Pre-acquisition Margin Improvement Substantial corporate cost savings and purchasing synergies achieved First Calendar Year: $145 million Peak Synergies: Over $275 million Recruited ~2,400 physicians to Triad facilities since acquisition Focused CapEx on high ROI projects	

 

Deep and Experienced Management Team Wayne T. Smith Chairman, President and CEO 30+ President and Chief Operating Officer at Humana W. Larry Cash Executive Vice President and CFO 30+ Vice President and Group CFO at HCA; Senior Vice President of Finance & Operations at Humana William S. Hussey President, Division IV 25 Joined as AVP in 2001; Divisional President - Tampa Bay Division, HCA David L. Miller President, Division I 30+ Divisional Vice President - HMA; Various CEO positions with Humana Thomas D. Miller President, Division V 20 President & CEO - Lutheran Health; CEO of Tri Cities Market - HCA Michael T. Portacci President, Division II 25 Joined as Hospital CEO in 1987; Became Group VP in 1991 Martin D. Smith President, Division III 15 Joined as Hospital CEO in 1998 and became Division III VP of Operations in 2005; Various positions with HMA Name Title Background Experience	

 

CHS Has Delivered Consistent Results For Years 1996 108 1997 122 1998 166 1999 203 2000 251 2001 291 2002 349 2003 429 2004 494 2005 573 2006 572 2007 827 2008 1513 2009 1671 ($MM) 1996 622 1997 742 1998 855 1999 1052 2000 1306 2001 1531 2002 2039 2003 2677 2004 3204 2005 3738 2006 4180 2007 7127 2008 10919 2009 12107.6 26% CAGR 23% CAGR Revenues EBITDA * ($MM) * For CHS, see the Unaudited Supplemental Information contained in this presentation for a definition of EBITDA and a reconciliation of Adjusted EBITDA, as defined, to CHS' net cash provided by operating activities as derived directly from our consolidated financial statements for the twelve months ended December 31, 2009 and 2008. For purposes of this presentation, EBITDA means Adjusted EBITDA. 2007 amounts include adjustments for change in estimate taken in Q407. 2006 EBITDA includes increase in allowance for doubtful accounts of $65 million taken in Q306.	

 

Summary Strong complementary fit with significant synergy potential Offer represents 40% premium to December 9, 2010 closing price for Tenet Stock consideration provides Tenet shareholders the opportunity to participate in future upside from earnings growth and synergy realization CHS management team has proven track record of superior operating performance Transaction is accretive to EPS in the first full year Strong desire to reach an agreement with Tenet on a friendly basis, but committed to completing this transaction	

 

Unaudited Supplemental Information EBITDA consists of net income attributable to Community Health Systems, Inc. before interest, income taxes, and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted to exclude discontinued operations, gain/loss from early extinguishment of debt and net income attributable to noncontrolling interests. The Company has from time to time sold noncontrolling interests in certain of its subsidiaries or acquired subsidiaries with existing noncontrolling interest ownership positions. The Company believes that it is useful to present adjusted EBITDA because it excludes the portion of EBITDA attributable to these third party interests and clarifies for investors the Company's portion of EBITDA generated by continuing operations. The Company uses adjusted EBITDA as a measure of liquidity. The Company has included this measure because it believes it provides investors with additional information about the Company's ability to incur and service debt and make capital expenditures. Adjusted EBITDA is the basis for a key component in the determination of the Company's compliance with some of the covenants under the Company's senior secured credit facility, as well as to determine the interest rate and commitment fee payable under the senior secured credit facility. Adjusted EBITDA is not a measurement of financial performance or liquidity under generally accepted accounting principles. It should not be considered in isolation or as a substitute for net income, operating income, cash flows from operating, investing or financing activities, or any other measure calculated in accordance with generally accepted accounting principles. The items excluded from adjusted EBITDA are significant components in understanding and evaluating financial performance and liquidity. This calculation of adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.	

 

Unaudited Supplemental Information Continued The following table reconciles ADJUSTED EBITDA, as defined, to our net cash provided by operating activities as derived directly from the condensed consolidated financial statements for the years ended December 31, 2009 and 2008 (in thousands):