FRANKLIN, Tenn.--(BUSINESS WIRE)--Community Health Systems, Inc. (the “Company”) (NYSE: CYH) today announced that its wholly-owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”), has commenced a cash tender offer for up to $700.0 million of the Issuer’s approximately $1.8 billion aggregate principal amount outstanding of its 8⅞% Senior Notes due 2015 (the “2015 Notes”) on the terms and subject to the conditions set forth in the Issuer’s Offer to Purchase dated March 7, 2012.
The tender offer will expire at 5:00 p.m., New York City time, on April 4, 2012 (the “Expiration Time”), unless extended or earlier terminated by the Issuer. The Issuer reserves the right to terminate, withdraw, or amend the tender offer at any time subject to applicable law.
Certain information regarding the Notes and the terms of the tender offer is summarized in the table below.
|Title of Security||
|8⅞% Senior Notes due 2015 (“Notes”)||
(1) Per $1,000 principal amount of Notes that are accepted for purchase.
Each holder who validly tenders its 2015 Notes on or prior to 5:00 p.m., New York City time, on March 20, 2012 (the “Early Tender Deadline”) will be entitled to an early tender payment, which is included in the total consideration above, of $30.00 for each $1,000 principal amount of 2015 Notes validly tendered by such holder if such 2015 Notes are accepted for purchase pursuant to the tender offer.
Holders validly tendering, and not validly withdrawing, 2015 Notes after the Early Tender Deadline and on or before the Expiration Time will be eligible to receive only the tender offer consideration, which represents the total consideration less the early tender payment. In addition, holders whose 2015 Notes are accepted for payment in the tender offer will receive accrued and unpaid interest from and including the last interest payment date to, but not including, the applicable payment date for their 2015 Notes purchased pursuant to the tender offer. Notes tendered prior to 5:00 p.m., New York City time, on March 20, 2012 (the “Withdrawal Deadline”) may be withdrawn at any time prior to the Withdrawal Deadline. Notes tendered after the Withdrawal Deadline may not be withdrawn.
If the purchase of all validly tendered 2015 Notes would cause us to purchase a principal amount greater than the tender cap set forth above, then the tender offer will be oversubscribed and the Issuer, if it accepts 2015 Notes in the tender offer, will accept for purchase tendered 2015 Notes on a prorated basis as described in the tender offer documents. At any time after the Early Tender Deadline and prior to the Expiration Time (such time, the “Early Acceptance Time”), the Issuer may elect to accept for purchase 2015 Notes tendered prior to such Early Acceptance Time on the terms and subject to the conditions of the tender offer, including any required proration. Payment for any 2015 Notes so accepted will be made promptly after the Early Acceptance Time, which is currently expected to occur on March 21, 2012, subject to the satisfaction or waiver of the conditions to the tender offer.
The Issuer’s obligation to accept for purchase, and to pay for, 2015 Notes validly tendered and not validly withdrawn pursuant to the tender offer is subject to the satisfaction or waiver of certain conditions described in the tender offer documents, including, among others, the Issuer or one of the Issuer’s affiliates having issued not less than $750 million of debt (the “New Debt”) and the Issuer having sufficient available funds to pay the total consideration under the tender offer and all related fees and expenses. The Issuer intends to finance the purchase of 2015 Notes in the tender offer and pay related fees and expenses using the proceeds from the proposed issuance of the New Debt. The complete terms and conditions of the tender offer are set forth in the tender offer documents which are being sent to holders of 2015 Notes. Holders of 2015 Notes are urged to read the tender offer documents carefully.
The Issuer has retained Credit Suisse Securities (USA) LLC to act as Dealer Manager in connection with the tender offer. Questions about the tender offer may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 538-2147 (collect). Copies of the tender offer documents and other related documents may be obtained from D.F. King & Co., Inc, the information agent for the tender offer, at (800) 488-8095 (toll free) or (212) 269-5550 (collect).
The tender offer is being made solely by means of the tender offer documents. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the 2015 Notes, the New Debt or any other securities of the Issuer or any other person, nor shall there be any offer or sale of any 2015 Notes or other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No recommendation is made as to whether holders of the 2015 Notes should tender their 2015 Notes.
About Community Health Systems, Inc.
Located in the Nashville, Tennessee, suburb of Franklin, Community Health Systems, Inc. is one of the largest publicly-traded hospital companies 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 134 hospitals in 29 states with an aggregate of approximately 20,000 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 non-affiliated general acute care hospitals located throughout the United States. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.”
Statements contained in this press release regarding the proposed transactions and other events are forward-looking statements that involve risk and uncertainties. Actual future events or results may differ materially from these statements. Readers are referred to the documents filed by Community Health Systems, Inc. with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K, current reports on Form 8-K and quarterly reports on Form 10-Q. These filings identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the 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.