Item 1.01. Entry into a Material Definitive Agreement.
On March 16, 2017, CHS/Community Health Systems, Inc. (the Issuer), a direct, wholly owned subsidiary of Community Health Systems, Inc. (the
Company), completed its previously announced public offering of $2,200,000,000 aggregate principal amount of its 6.250% Senior Secured Notes due 2023 (the 2023 Notes). The terms of the 2023 Notes are governed by a base
indenture, dated March 16, 2017, by and between the Issuer and Regions Bank, as trustee (the Trustee) (the 2023 Base Indenture), as amended and supplemented by a supplemental indenture, dated March 16, 2017, by and
among the Issuer, the Company, the other guarantors party thereto, the Trustee and Credit Suisse AG, as collateral agent (the 2023 Supplemental Indenture and, together with the 2023 Base Indenture, the Indenture).
The 2023 Notes bear interest at a rate of 6.250% per year payable semi-annually in arrears on March 31 and September 30 of each year,
commencing on September 30, 2017.
The Issuer may redeem some or all of the 2023 Notes at any time prior to March 31, 2020 at a price equal to
100% of the principal amount of the 2023 Notes redeemed plus accrued and unpaid interest, if any, plus a make-whole premium, as described in the Indenture. The Issuer may redeem some or all of the 2023 Notes at any time on or after
March 31, 2020 at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any. In addition, the Issuer may redeem up to 40% of the aggregate principal amount of the 2023 Notes at any time prior to March 31,
2020 using the net proceeds from certain equity offerings at the redemption price set forth in the Indenture, plus accrued and unpaid interest, if any.
If the Company or the Issuer experience a Change of Control (as defined in the Indenture), the Issuer is required to offer to repurchase the 2023 Notes at
101% of their principal amount plus accrued and unpaid interest, if any, to the date of purchase.
The Indenture provides for customary events of default
which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest, breach of other agreements in the Indenture, failure to pay certain other indebtedness, failure to pay certain final
judgments, failure of certain guarantees to be enforceable and certain events of bankruptcy or insolvency. The Indenture contains covenants that, among other things, limit the Companys ability and the ability of its restricted subsidiaries to
incur or guarantee additional indebtedness, pay dividends or make other restricted payments, make certain investments, create or incur certain liens, sell assets and subsidiary stock, impair a security interest, transfer all or substantially all of
the Companys assets or enter into merger or consolidation transactions and enter into transactions with affiliates.
The 2023 Notes are secured by a
first-priority lien (subject to a shared lien of equal priority with certain other obligations, including obligations under our existing senior secured credit facilities (our Credit Facility), our 5.125% Senior Secured Notes due 2021
(the 2021 Secured Notes) and, for so long as they remain outstanding, our 5.125% Senior Secured Notes due 2018 (the 2018 Secured Notes), and
subject to other prior ranking liens permitted by the Indenture) on substantially the same assets that secure the obligations under our Credit Facility, our 2021 Secured Notes and, for so long as
they remain outstanding, the 2018 Secured Notes, subject to certain exceptions.
The foregoing summary and description of the Indenture and the 2023 Notes
does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 2023 Base Indenture and the 2023 Supplemental Indenture, which are filed as Exhibits 4.1 and 4.2, respectively, hereto and incorporated by
reference herein.
A copy of the press release announcing the completion of the 2023 Notes offering is attached as Exhibit 99.1 to this Current Report on
Form 8-K.