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Health Management Associates, Inc. Announces Tender Offers and Consent Solicitations for 6.125% Senior Notes Due 2016 and 7.375%

  Health Management Associates, Inc. Announces Tender Offers and Consent
  Solicitations for 6.125% Senior Notes Due 2016 and 7.375% Senior Notes Due
  2020

Business Wire

NAPLES, Fla. -- January 9, 2014

Health Management Associates, Inc. (NYSE: HMA) (“Issuer”) announced today that
it has commenced cash tender offers for any and all of its (i) $400 million
outstanding principal amount of 6.125% Senior Notes due 2016 (CUSIP No.
421933AH5) (the “2016 Notes”), and (ii) $875 million outstanding principal
amount of 7.375% Senior Notes due 2020 (CUSIP No. 421933AL6) (the “2020 Notes”
and, together with the 2016 Notes, the “Notes”). In conjunction with the
tender offers, Issuer is soliciting consents to eliminate substantially all of
the covenants, certain default provisions applicable to the Notes and certain
other provisions contained in each of the indentures governing the Notes (the
“Indentures”).

On July 29, 2013, Issuer entered into an agreement and plan of merger, as
amended on September 24, 2013 (as amended, the “Merger Agreement”), with
Community Health Systems, Inc., a Delaware corporation (“CHS”), and FWCT-2
Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of
CHS (“Merger Sub”). Pursuant to the terms of the Merger Agreement and subject
to the satisfaction or waiver of certain conditions contained therein, Merger
Sub, an entity formed by CHS for the sole purpose of effecting the
transactions contemplated by the Merger Agreement, will be merged with and
into Issuer. Issuer will survive the merger as a direct or indirect wholly
owned subsidiary of CHS/Community Health Systems, Inc., a Delaware corporation
and wholly-owned subsidiary of CHS (such merger, the “Merger”).

CHS intends to consummate one or more debt financing transactions, so that
Issuer, upon surviving the Merger as a direct or indirect subsidiary of CHS,
will have sufficient funds, together with cash on hand, to pay the Total
Consideration (as defined below) for all tendered Notes and delivered
consents, accrued interest and all related fees and expenses (collectively,
the “Financing Transaction”). The availability and terms of any financing
transactions will be determined by market conditions and other factors at the
time of any such transactions.

The tender offers are scheduled to expire at 11:59 p.m., New York City time,
on February 6, 2014, unless extended or earlier terminated (the “Expiration
Time”). Holders who validly tender their Notes and provide their consents to
the amendments to the applicable Indenture before 5:00 p.m., New York City
time, on January 23, 2014, unless extended (the “Consent Expiration”), will be
eligible to receive the Total Consideration, which includes a consent payment.
Holders whose Notes are validly tendered and not withdrawn 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 January 24, 2014. 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), plus accrued and unpaid interest, 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).

With respect to the 2016 Notes, the “Total Consideration” for each $1,000
principal amount of 2016 Notes validly tendered and not validly withdrawn
prior to the Consent Expiration is $1,118.13, which includes a consent payment
of $30.00 per $1,000 principal amount of 2016 Notes. Holders of the 2016 Notes
tendering after the Consent Expiration will be eligible to receive only the
“Tender Offer Consideration,” which is $1,088.13 for each $1,000 principal
amount of 2016 Notes validly tendered prior to the Expiration Time. With
respect to the 2020 Notes, the “Total Consideration” for each $1,000 principal
amount of 2020 Notes validly tendered and not validly withdrawn prior to the
Consent Expiration is $1,161.88, which includes a consent payment of $30.00
per $1,000 principal amount of 2020 Notes. Holders of the 2020 Notes tendering
after the Consent Expiration will be eligible to receive only the “Tender
Offer Consideration,” which is $1,131.88 for each $1,000 principal amount of
2020 Notes validly tendered 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 January 23, 2014, unless extended (the “Withdrawal
Time”), but generally not afterwards. Any extension, termination or amendment
of the tender offers will be followed as promptly as practicable by a public
announcement thereof.

Consummation of the tender offers and consent solicitations is subject to the
satisfaction or waiver of certain conditions including, but not limited to:
(i) the consummation of the Merger pursuant to the terms of the Merger
Agreement, (ii) the completion of the Financing Transaction and availability
of sufficient funds, (iii) the execution and delivery of supplemental
indentures, and (iv) certain other conditions.

The complete terms and conditions of the tender offers and consent
solicitations are set forth in an Offer to Purchase and Consent Solicitation
Statement (the “Offer to Purchase”) and related Consent and Letter of
Transmittal (“Letter of Transmittal”) that are being sent to holders of the
Notes. Copies of the Offer to Purchase and Letter of Transmittal may be
obtained from the Tender and Information Agent for the tender offer and
consent solicitation, D.F. King & Co. Inc., at (800) 290-6427 (toll-free).

BofA Merrill Lynch and Credit Suisse are the Dealer Managers and Solicitation
Agents for the tender offers and consent solicitations. Questions regarding
the terms of the tender offers or consent solicitations may be directed to
BofA Merrill Lynch at (888) 292-0070 (toll-free) and (980) 387-3907 (collect)
and Credit Suisse at (800) 820-1653 (toll-free) and (212) 538-2147.

This press release is neither an offer to purchase nor a solicitation of an
offer to sell the Notes or any other securities. The tender offers and consent
solicitations are being made only by and pursuant to the terms of the Offer to
Purchase and the related Letter of Transmittal. Holders are urged to read the
Offer to Purchase and related documents carefully before making any decision
with respect to the tender offers and consent solicitations. Holders of Notes
must make their own decisions as to whether to tender their Notes and provide
the related consents. None of Issuer, the Dealer Managers and Solicitation
Agents or the Tender and Information Agent makes any recommendations as to
whether holders should tender their Notes pursuant to the tender offers or
provide the related consents, and no one has been authorized to make such a
recommendation. The tender offers and consent solicitations 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.

Issuer expressly reserves the right, subject to applicable law, to terminate
the tender offers and consent solicitations. This press release does not
constitute a notice of redemption or an obligation to issue a notice of
redemption in respect of the Notes.

About HMA

Health Management Associates, Inc., through its affiliates, owns and manages
hospitals and ambulatory surgery centers in small cities and selected larger
urban markets. HMA currently operates 71 hospitals in 15 states with
approximately 11,000 licensed beds. Shares in Health Management Associates are
traded on the New York Stock Exchange under the symbol “HMA.”

Forward-Looking Statements

Certain statements contained in this communication may constitute
“forward-looking statements”. These statements include, but are not limited
to, statements regarding the expected timing of the completion of the Merger,
the benefits of the Merger, including future financial and operating results,
the combined company’s plans, objectives, expectations and other statements
that are not historical facts. Such statements are based on the views and
assumptions of the management of CHS and Issuer and are subject to significant
risks and uncertainties. Actual future events or results may differ materially
from these statements. Such differences may result from the following factors:
the ability to close the transaction on the proposed terms and within the
anticipated time period, or at all, which is dependent on the parties’ ability
to satisfy certain closing conditions, including the receipt of governmental
approvals; the risk that the benefits of the transaction, including cost
savings and other synergies may not be fully realized or may take longer to
realize than expected; the impact of the transaction on third-party
relationships; actions taken by either of the companies; changes in
regulatory, social and political conditions, as well as general economic
conditions. Additional risks and factors that may affect results are set forth
in Issuer’s and CHS’s filings with the Securities and Exchange Commission,
including each company’s Annual Report on Form 10-K for the fiscal year ending
December 31, 2012 or any Quarterly Report on Form 10-Q for a subsequent
period, in each case as may be amended or supplemented.

The forward-looking statements speak only as of the date of this
communication. HMA does not undertake any obligation to update these
statements.

Contact:

Health Management Associates, Inc.
John Merriwether, 239-552-3415
Vice President of Investor Relations
or
Joseph Meek, 239-552-3453
Vice President & Treasurer
 
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