Community Health Systems, Inc. Announces Early Tender Results of, and Amendment to, Previously Announced Tender Offers
November 16 2020 - 7:00AM
Business Wire
Community Health Systems, Inc. (the “Company”) (NYSE: CYH)
announced today the early tender results of the previously
announced tender offers (the “Tender Offers”) by its wholly owned
subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”), to
purchase for cash the Issuer’s outstanding (i) 6.875% Senior Notes
due 2022 (the “2022 Notes”), (ii) 8.125% Junior-Priority Secured
Notes due 2024 (the “Junior-Priority 2024 Notes”), (iii)
Junior-Priority Secured Notes due 2023 (the “Junior-Priority 2023
Notes”) and (iv) 6.875% Senior Unsecured Notes due 2028 (the “2028
Notes” and, together with the 2022 Notes, Junior-Priority 2024
Notes and Junior-Priority 2023 Notes, the “Notes”) up to an
aggregate principal amount that will not result in a maximum
aggregate purchase price (excluding accrued and unpaid interest)
that exceeds $400 million (the “Maximum Aggregate Purchase Price”),
subject to the order of priority and proration provisions as set
forth in the Offer to Purchase and Consent Solicitation Statement,
dated October 30, 2020 (the “Offer to Purchase”). According to
Global Bondholder Services Corporation, the tender agent and
information agent for the Tender Offers and Consent Solicitation
(as defined below), as of 5:00 p.m., New York City time, on
November 13, 2020 (the “Early Tender Deadline”), approximately
$86,089,000 aggregate principal amount of the Notes were validly
tendered and not validly withdrawn.
The table below identifies the principal amount of each series
of Notes validly tendered and not validly withdrawn as of the Early
Tender Deadline, and the aggregate principal amount of each series
of Notes accepted for purchase by the Issuer.
CUSIP No.
Title of Security
Aggregate Principal Amount
Outstanding(1)
Acceptance Priority
Level
Aggregate Principal Amount
Tendered as of the Early Tender Deadline and Accepted for
Purchase
Aggregate Principal Amount
Remaining Outstanding
12543D AV2
6.875% Senior Notes due 2022
$197,441,000
1
$71,371,000
$126,070,000
12543D BA7 U17127AJ7
8.125% Junior-Priority Secured
Notes due 2024
$1,353,663,000
2
$5,747,000
$1,347,916,000
12543D AZ3 U17127AH1
Junior-Priority Secured Notes due
2023
$1,770,337,000
3
$1,640,000
$1,768,697,000
12543D BE9 U17127AP3
6.875% Senior Unsecured Notes due
2028
$1,474,383,000
4
$7,331,000
$1,467,052,000
_______________
(1) Aggregate principal amount outstanding
for each series of Notes as of October 30, 2020.
Because the principal amount of Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline has not
exceeded the Maximum Aggregate Purchase Price, the Issuer will
accept all such Notes for purchase. In addition, because the
principal amount of Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline has not exceeded
the Maximum Aggregate Purchase Price, the Issuer will continue to
accept Notes tendered after the Early Tender Deadline subject to
the Acceptance Priority Level set forth in the table above and the
proration provisions set forth in the Offer to Purchase. The
settlement date for Notes accepted for purchase as of the Early
Tender Deadline is expected to occur on November 17, 2020 (the
“Early Settlement Date”).
The withdrawal deadline for the Tender Offers was 5:00 p.m., New
York City time, on November 13, 2020 and has not been extended (the
“Withdrawal Deadline”). Accordingly, previously tendered Notes may
not be withdrawn, subject to applicable law.
As part of the Tender Offer relating to the 2022 Notes (the
“2022 Tender Offer”), the Issuer also solicited consents (the
“Consent Solicitation”) from the holders of the 2022 Notes for
certain proposed amendments (the “Proposed Amendments”) as set
forth in the Offer to Purchase that would, among other things,
eliminate substantially all restrictive covenants, certain events
of default and certain other provisions contained in the indenture
governing the 2022 Notes (the “2022 Notes Indenture”). Adoption of
the Proposed Amendments with respect to the 2022 Notes requires the
consent from at least a majority of the outstanding principal
amount of 2022 Notes (the “Requisite Consent”). The Issuer did not
receive the Requisite Consent from the holders of the 2022 Notes to
adopt the Proposed Amendments and therefore the 2022 Notes will
continue to be subject to the terms of the 2022 Notes Indenture
without giving effect to the Proposed Amendments, unless and until
the Requisite Consent is received as a result of additional 2022
Notes being validly tendered (and not validly withdrawn) after the
Early Tender Deadline and prior 11:59 p.m., New York City time, on
November 30, 2020 (such date and time, as it may be extended, the
“Expiration Time”).
In addition, the Issuer has amended the terms and conditions of
the Tender Offers so that registered holders of Notes that are
validly tendered (and not validly withdrawn) at or prior to the
Expiration Time and accepted for purchase pursuant to the Tender
Offers will also receive the $50.00 early tender payment for each
$1,000 in aggregate principal amount of Notes so validly tendered
(and not validly withdrawn) and accepted for purchase. The Tender
Offers are being made upon the terms and conditions described in
the Offer to Purchase, as amended by this press release.
The Tender Offers and the Consent Solicitation are subject to
the satisfaction or waiver of certain conditions as described in
the Offer to Purchase.
The complete terms and conditions of the Tender Offers and the
Consent Solicitation are set forth in the Offer to Purchase and
remain unchanged except for the amendments set forth in this press
release.
The Issuer has retained Credit Suisse Securities (USA) LLC to
act as the dealer manager in connection with the Tender Offers and
as the solicitation agent in connection with the Consent
Solicitation. Questions about the Tender Offers or the Consent
Solicitation may be directed to Credit Suisse Securities (USA) LLC
at (800) 820-1653 (toll free) or (212) 538-2147 (collect). Copies
of the Offer to Purchase and other related documents may be
obtained from Global Bondholder Services Corporation, the tender
agent and the information agent for the Tender Offers and the
Consent Solicitation, at (866) 470-3800 (toll free) or (212)
430-3774 (collect), or by email at contact@gbsc‑usa.com.
This press release shall not constitute an offer to buy or sell,
or the solicitation of any offer to buy or sell, any securities.
Any offer or solicitation with respect to the Tender Offers and the
Consent Solicitation will be made only by means of the Offer to
Purchase, and the information in this press release is qualified by
reference to the Offer to Purchase. The Tender Offers and the
Consent Solicitation are not being made to holders of Notes 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. Holders must make their own decision as to whether to
tender any of their Notes, and, if so, the principal amount of
Notes to tender.
Forward-Looking Statements
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, except as otherwise
required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20201116005331/en/
Investor Contacts: Kevin J. Hammons, 615-465-7000
Executive Vice President and Chief Financial Officer or Ross W.
Comeaux, 615-465-7012 Vice President – Investor Relations
Media Contact: Tomi Galin, 615-628-6607 Senior Vice
President, Corporate Communications, Marketing and Public
Affairs
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