UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. | Other Events. |
On January 19, 2021, Community Health Systems, Inc. (the “Company”) announced that CHS/Community Health Systems, Inc., its wholly owned subsidiary (the “Issuer”), had priced an offering of $1.775 billion aggregate principal of 6.875% junior-priority secured notes due 2029. The size of the offering was increased to $1.775 billion aggregate principal amount, an increase of $1.025 billion aggregate principal amount subsequent to the initial announcement of the offering. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In addition, in connection with the increase in size of the offering, on January 19, 2021, the Company announced that the Issuer has amended the terms of its previously announced cash tender offer for its Junior-Priority Secured Notes due 2023 (the “Junior-Priority 2023 Notes”) to (i) increase the tender offer consideration from $1,035.00 per $1,000 principal amount of Junior-Priority 2023 Notes validly tendered and accepted for purchase in the tender offer to $1,044.06 per $1,000 principal amount of Junior-Priority 2023 Notes validly tendered and accepted for purchase in the tender offer (the “New Tender Consideration”) and (ii) remove the $750 million tender cap, increasing the maximum aggregate principal amount of Junior-Priority 2023 Notes that are subject to purchase under the tender offer from $750 million to any and all Junior-Priority 2023 Notes outstanding and amend the financing condition to account for such removal of the tender cap.
In addition, on January 19, 2021, the Issuer delivered to the trustee for delivery to holders of the Junior-Priority 2023 Notes a notice of conditional redemption to redeem on February 4, 2021 (the “Redemption Date”) all of the Junior-Priority 2023 Notes that remain outstanding at a redemption price of 107.406% of the principal amount thereof plus accrued and unpaid interest to, but not including, the Redemption Date.
A copy of the press release making this announcement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
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 January 19, 2021 | |
99.2 | Press Release of Community Health Systems, Inc., dated January 19, 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: January 19, 2021 | COMMUNITY HEALTH SYSTEMS, INC. (Registrant) | |||||
By: | /s/ Kevin J. Hammons | |||||
Kevin J. Hammons Executive Vice President and Chief Financial Officer (principal financial officer) |