SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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|Item 3.02|| |
Unregistered Sales of Equity Securities
On December 7, 2020, Community Health Systems, Inc. (the “Company”) entered into a privately negotiated agreement (the “Exchange Agreement”) with a multi-asset investment manager who has certain funds and accounts, which are holders (the “Holders”) of 6.875% Senior Unsecured Notes due 2028 (the “Notes”) issued by CHS/Community Health Systems, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“CHS/CHS”). The Company and CHS/CHS have agreed to exchange $700 million aggregate principal amount of the Notes held by the Holders for an aggregate consideration of $400 million of cash and 10 million newly issued shares of the Company’s common stock (the “Exchange”). In addition, CHS/CHS will pay to the Holders an amount in cash equal to accrued and unpaid interest to, but not including, the closing date. The Company intends to use cash on hand to fund the cash consideration of this exchange. Following the completion of the Exchange, which is expected to close on December 9, 2020, subject to customary closing conditions, the exchanged Notes will be cancelled and CHS/CHS will have approximately $767 million of the Notes outstanding. The issuance of the shares of the Company’s common stock to the Holders pursuant to the Exchange Agreement will be made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 3(a)(9) thereof.
|Item 8.01|| |
On December 7, 2020, the Company issued a press release announcing the transactions described herein. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
|Item 9.01|| |
Financial Statements and Exhibits.
The following exhibits are filed herewith:
|99.1||Community Health Systems, Inc. Press Release, dated December 7, 2020.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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 7, 2020||COMMUNITY HEALTH SYSTEMS, INC.|
|Kevin J. Hammons|
|Executive Vice President and Chief Financial Officer|
|(principal financial officer)|