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 $900.0 million of the Issuer’s approximately $1.6 billion aggregate principal amount outstanding of its 5.125% Senior Secured Notes due 2018 (the “2018 Notes”) on the terms and subject to the conditions set forth in the Issuer’s Offer to Purchase dated May 2, 2016.
The tender offer will expire at 5:00 p.m., New York City time, on May 31, 2016 (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 2018 Notes and the terms of the tender offer is summarized in the table below.
|Title of Security||
CUSIP and ISIN
|5.125% Senior Secured Notes due 2018 (“Notes”)||
Per $1,000 principal amount of Notes that are accepted for purchase.
Each holder who validly tenders its 2018 Notes on or prior to 5:00 p.m., New York City time, on May 13, 2016 (the “Early Tender Deadline”) will be entitled to an early tender payment, which is included in the total consideration above, of $30 for each $1,000 principal amount of 2018 Notes validly tendered by such holder if such 2018 Notes are accepted for purchase pursuant to the tender offer.
Holders validly tendering, and not validly withdrawing, 2018 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 2018 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 2018 Notes purchased pursuant to the tender offer. Notes tendered prior to 5:00 p.m., New York City time, on May 13, 2016 (the “Withdrawal Deadline”) may be withdrawn at any time prior to the Withdrawal Deadline. Notes tendered after the Withdrawal Deadline may not be withdrawn.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 2018 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 2018 Notes in the tender offer, will accept for purchase tendered 2018 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 2018 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 2018 Notes so accepted will be made promptly after the Early Acceptance Time, which is currently expected to occur on May 16, 2016, 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, 2018 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. The Issuer intends to finance the purchase of 2018 Notes in the tender offer and pay related fees and expenses using a portion of the approximately $1.2 billion in cash it received from the net proceeds of certain financing arrangements entered into by Quorum Health Corporation as part of the spin-off of Quorum Health Corporation. The complete terms and conditions of the tender offer are set forth in the tender offer documents which are being sent to holders of 2018 Notes. Holders of 2018 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 (866) 829-0135 (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 2018 Notes, or any other securities of the Issuer or any other person, nor shall there be any offer or sale of any 2018 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 2018 Notes should tender their 2018 Notes.
About Community Health Systems, Inc.
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 communities across the country. After giving effect to the spin-off of Quorum Health Corporation as noted above, through its subsidiaries, the Company owns, leases or operates 160 affiliated hospitals in 22 states with an aggregate of approximately 27,000 licensed beds.
The Company’s headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” More information about the Company can be found on its website at www.chs.net.
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.