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 any
and all of its approximately $934 million outstanding principal amount
of 8⅞% Senior Notes due 2015 (CUSIP Nos. 12543DAD2/12543DAF7) (the
"Notes"). In conjunction with the tender offer, the Issuer is
soliciting consents to eliminate most of the covenants, certain events
of default applicable to the Notes and certain other provisions
contained in the indenture governing the Notes (the "Indenture"). The
Issuer expects to fund the tender offer with the proceeds of new senior
unsecured debt.
The tender offer is scheduled to expire at 5:00 p.m., New York City
time, on August 1, 2012, unless extended or earlier terminated (the
"Expiration Time"). Holders who validly tender their Notes and provide
their consents to the amendments to the Indenture before 5:00 p.m., New
York City time, on July 17, 2012, unless extended (the "Consent
Expiration"), will be eligible to receive the Total Consideration (as
defined below), which includes a consent payment. Holders whose Notes
are validly tendered prior to the Consent Expiration and accepted for
purchase will receive payment of the Total Consideration on the initial
settlement date, which is currently expected to be July 18, 2012.
Holders that validly tender their Notes after the Consent Expiration and
prior to the Expiration Time will receive the Tender Offer Consideration
(as defined below) promptly after the Expiration Time. Tenders of Notes
may be validly withdrawn and consents may be validly revoked until the
Withdrawal Time (as defined below).
The "Total Consideration" for each $1,000 principal amount of Notes
validly tendered and not validly withdrawn prior to the Consent
Expiration is $1,026.00, which includes a consent payment of $20.00 per
$1,000 principal amount of Notes. Holders tendering after the Consent
Expiration will be eligible to receive only the "Tender Offer
Consideration," which is $1,006.00 for each $1,000 principal amount of
Notes validly tendered and not validly withdrawn prior to the Expiration
Time. Holders will also receive accrued and unpaid interest from the
last interest payment on the applicable Notes up to, but not including,
the applicable settlement date for all of such Notes that we accept for
purchase in the tender offer.
Tendered Notes may be withdrawn and consents may be revoked before 5:00
p.m., New York City time, on July 17, 2012, unless extended (the
"Withdrawal Time"), but generally not afterwards. Any extension,
termination or amendment of the tender offer will be followed as
promptly as practicable by a public announcement thereof.
Consummation of the tender offer and consent solicitation is subject to
the satisfaction or waiver of certain conditions including: (1) receipt
of consents to the amendments to the Indenture from holders of at least
a majority in principal amount of the outstanding Notes, excluding any
such Notes owned by the Issuer or certain of its affiliates, and
execution of a supplemental indenture effecting such amendments, (2)
completion of satisfactory financing and (3) certain other customary
conditions.