Community Health Systems Announces Extension of Early Tender Deadline of Exchange Offers
May 25 2018 - 7:00AM
Business Wire
Community Health Systems, Inc. (the “Company”) (NYSE:CYH) today
announced that its wholly owned subsidiary, CHS/Community Health
Systems, Inc. (the “Issuer”), has amended certain terms of its
previously commenced offers to exchange (each, an “Exchange Offer”
and, collectively, the “Exchange Offers”) (i) up to $1,925 million
aggregate principal amount of its new 9.875% Junior-Priority
Secured Notes due 2023 (the “2023 Notes”) in exchange for any and
all of its $1,925 million aggregate principal amount of outstanding
8.000% Senior Unsecured Notes due 2019 (the “2019 Notes”), (ii) up
to $1,200 million aggregate principal amount of its new 8.125%
Junior-Priority Secured Notes due 2024 (the “2024 Notes” and,
together with the 2023 Notes, the “New Notes”) in exchange for any
and all of its $1,200 million aggregate principal amount of
outstanding 7.125% Senior Unsecured Notes due 2020 (the “2020
Notes”) and (iii) to the extent that less than all of the
outstanding 2019 Notes and 2020 Notes are tendered in the Exchange
Offers, up to an aggregate principal amount of 2024 Notes equal to,
when taken together with the New Notes issued in exchange for the
validly tendered and accepted 2019 Notes and 2020 Notes, $3,125
million, in exchange for its outstanding 6.875% Senior Unsecured
Notes due 2022 (the “2022 Notes” and, together with the 2019 Notes
and the 2020 Notes, the “Old Notes”).
The amendment to the Exchange Offers extends the “Early Tender
Deadline” for each Exchange Offer as described below. Other than as
described herein, all other terms, conditions and applicable dates
of the Exchange Offers remain unchanged.
The deadline for tendering Old Notes in order to receive the
total consideration of (i) $1,000 principal amount of 2023 Notes
per $1,000 principal amount of 2019 Notes tendered and accepted for
exchange, (ii) $1,000 principal amount of 2024 Notes per $1,000
principal amount of 2020 Notes tendered and accepted for exchange
and (iii) $750 principal amount of 2024 Notes per $1,000 principal
amount of 2022 Notes tendered and accepted for exchange has been
further extended from 5:00 p.m., New York City time, on Thursday,
May 24, 2018 to the “Expiration Date” for the Exchange Offers,
which is midnight, New York City time, at the end of the day on
Friday, June 1, 2018. The tender withdrawal deadline has passed.
Accordingly, tenders of Old Notes may no longer be withdrawn.
The Exchange Offers remain subject to the conditions set forth
in the Offering Memorandum, dated May 4, 2018 (the “Offering
Memorandum”) and related Letter of Transmittal, dated May 4, 2018
(the “Letter of Transmittal”), including the condition that at
least 90% of the outstanding aggregate principal amount of the 2019
Notes are tendered in the Exchange Offers (the “Minimum Tender
Amount Condition”). As of 5:00 p.m., New York City time, on May 24,
2018, the Minimum Tender Amount Condition has not been satisfied.
The Issuer reserves the right, subject to applicable law, to
terminate, withdraw or amend each Exchange Offer at any time and
from time to time, as described in the Offering Memorandum.
Pursuant to the terms of the exchange agreement between the
Issuer and certain institutional investors that are holders of Old
Notes, any amendment or waiver of the Minimum Tender Amount
Condition requires prior written consent of such holders and there
can be no assurance such amendment or waiver will be granted.
Each series of New Notes will be guaranteed by the Company and
certain of its existing and future domestic subsidiaries that
guarantee the Issuer’s outstanding senior secured credit
facilities, ABL facility and senior notes. In addition, each series
of New Notes and related guarantees will be secured by (i)
second-priority liens on the collateral that secures on a
first-priority basis the Issuer’s outstanding senior secured credit
facilities (subject to certain exceptions) and existing secured
notes and (ii) third-priority liens on the collateral that secures
on a first-priority basis the Issuer’s outstanding ABL facility, in
each case subject to permitted liens described in the Offering
Memorandum.
The New Notes have not been registered under the Securities Act
of 1933, as amended (the “Securities Act”) or any state securities
laws. The New Notes may not be offered or sold in the United States
or to any U.S. persons except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the
Securities Act. The Exchange Offers are being made, and each series
of New Notes are being offered and issued only (i) in the United
States to holders of Old Notes who the Issuer reasonably believes
are “qualified institutional buyers” (as defined in Rule 144A under
the Securities Act) and (ii) outside the United States to holders
of Old Notes who are (A) persons other than U.S. persons, within
the meaning of Regulation S under the Securities Act, and (B)
“non-U.S. qualified offerees” (as defined in the Offering
Memorandum).
The complete terms and conditions of the Exchange Offers are set
forth in the Offering Memorandum and related Letter of Transmittal.
Copies of the Offering Memorandum and Letter of Transmittal may be
obtained from Global Bondholder Services Corporation, the exchange
agent and information agent for the Exchange Offers, at (866)
470-3800 (toll free) or (212) 430-3774 (collect).
This press release is for informational purposes only. This
press release is neither an offer to sell nor a solicitation of an
offer to buy any New Notes and is neither an offer to purchase nor
a solicitation of an offer to sell any Old Notes. The Exchange
Offers are being made only by, and pursuant to, the terms set forth
in the Offering Memorandum and the Letter of Transmittal. The
Exchange Offers are not being made to persons in any jurisdiction
in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction.
Forward-Looking Statement
This press release may include information that could constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements involve
risk and uncertainties. The Company undertakes no obligation to
revise or update any forward-looking statements, or to make any
other forward-looking statements, whether as a result of new
information, future events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20180525005086/en/
Community Health Systems, Inc.Thomas J. Aaron,
615-465-7000Executive Vice President and Chief Financial
OfficerorRoss W. Comeaux, 615-465-7012Vice President – Investor
Relations
Community Health Systems (NYSE:CYH)
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