COMMUNITY HEALTH SYSTEMS INC false 0001108109 0001108109 2021-01-26 2021-01-26





Washington D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 26, 2021




(Exact name of registrant as specified in its charter)




Delaware   001-15925   13-3893191

(State or other jurisdiction of

incorporation or organization)



File Number)


(IRS 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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, $0.01 par value   CYH   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 8.01.

Other Events.

On January 26, 2021, Community Health Systems, Inc. announced the pricing of the previously announced offering (the “Notes Offering”) of $1,095 million aggregate principal amount of 4.750% Senior Secured Notes due 2031 to be issued by its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”). A copy of the press release making these announcements is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In addition, on January 26, 2021, the Issuer delivered to the trustee for delivery to the holders of the 8.625% Senior Secured Notes due 2024 (the “2024 Notes”) a conditional notice of redemption to redeem on February 11, 2021 (the “Redemption Date”) all of the 2024 Notes that remain outstanding at a redemption price equal to 104.313% of the principal amount thereof plus accrued and unpaid interest to, but not including, the Redemption Date. The redemption is conditioned upon the Issuer having completed a debt financing on terms and conditions satisfactory to it yielding net cash proceeds of at least $1,078 million. The Issuer expects such condition to be satisfied upon closing of the Notes Offering.


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 26, 2021
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: January 26, 2021    




/s/ Kevin J. Hammons


Kevin J. Hammons

Executive Vice President and Chief Financial

Officer (principal financial officer)