Item 1.01.
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Entry into a Material Definitive Agreement.
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On April 3, 2018, Community Health
Systems, Inc. (the Company) and its wholly-owned subsidiary CHS/Community Health Systems, Inc. (the Borrower) entered into an asset-based loan (ABL) credit agreement (the ABL Credit Agreement), with JPMorgan Chase
Bank, N.A., as administrative agent, and the lenders and other agents party thereto. Pursuant to the ABL Credit Agreement, the lenders have extended to the Borrower a revolving asset-based loan facility in the maximum aggregate principal amount of
$1,000,000,000, subject to borrowing base capacity (the ABL facility). The ABL facility includes borrowing capacity available for letters of credit of $50,000,000. The revolving credit commitments under the Borrowers Credit
Agreement dated as of July 25, 2007, as amended and restated as of November 5, 2010, February 2, 2012, January 27, 2014 and March 23, 2018, were reduced to $425,000,000 upon the effectiveness of the ABL facility.
Borrowings under the ABL facility bear interest at a rate per annum equal to an applicable margin, plus, at the Borrowers option, either
(a) a base rate or (b) a LIBOR rate. From and after the end of the second full fiscal quarter after the closing of the ABL facility, the applicable margin under the ABL facility will be determined based on excess availability as a
percentage of the maximum commitment amount under the ABL facility at a rate per annum of 1.25%, 1.50% and 1.75% for loans based on the base rate and 2.25%, 2.50% and 2.75% for loans based on the LIBOR rate. From and after the end of the first full
fiscal quarter after the closing of the ABL facility, the applicable commitment fee rate under the ABL facility will be determined based on average utilization as a percentage of the maximum commitment amount under the ABL facility at a rate per
annum of either 0.50% or 0.625% times the unused portion of the ABL facility.
In addition to paying interest on outstanding principal
under the ABL facility, the Borrower is required to pay customary commitment and letter of credit fees.
Principal amounts outstanding
under the
5-year
ABL facility will be due and payable in full on April 3, 2023. The ABL includes a 91 day springing maturity applicable if more than $250 million in the aggregate principal amount of
the Borrowers 8% senior notes due 2019, Term G loans due 2019, 7.125% senior notes due 2020, Term H loans due 2021, 5.125% senior secured notes due 2021, 6.875% senior notes due 2022 or 6.25% senior secured notes due 2023 or refinancings
thereof scheduled to mature or similarly become due on a date prior to April 3, 2023.
The Company and all domestic subsidiaries of
the Company that guarantee the Borrowers other outstanding senior and senior secured indebtedness will guarantee the obligations of the Borrower under the ABL facility. Subject to certain exceptions, all obligations under the ABL facility and
the related guarantees are secured by a perfected first-priority security interest in substantially all of the accounts receivable, deposit, collection and other accounts and contract rights, books, records and other instruments related to the
foregoing of the Company, the Borrower and the guarantors as well as a perfected junior-priority (in certain cases second lien and in certain cases third lien) security interest in substantially all of the other assets of the Company, the Borrower
and the guarantors, subject to customary exceptions and intercreditor arrangements.
The ABL facility contains negative and affirmative
covenants, events of default and repayment and prepayment provisions customarily applicable to asset-based credit facilities.
The
foregoing summary of the ABL Credit Agreement and the ABL facility and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the ABL Credit Agreement, which is
attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 1.02.
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Termination of a Material Definitive Agreement.
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In connection with entering into the
ABL Credit Agreement and the ABL facility, the Company repaid in full and terminated its asset-backed securitization (Receivables Facility) under that certain Receivables Loan Agreement, dated as of March 21, 2012 (as amended), among CHS
Receivables Funding, LLC, as the borrower, the committed lenders party thereto, the managing agents party thereto, Credit Agricole Corporate and Investment Bank, as administrative agent, the other lenders party thereto and CHSPSC, LLC, as collection
agent.