Community Health Systems, Inc. Announces Offering of $1.705 Billion of
Senior Secured Notes Due 2021 and $2.875 Billion of Senior Notes Due 2022
FRANKLIN, Tenn. -- January 10, 2014
Community Health Systems, Inc. (the “Company”) (NYSE: CYH) today announced
that its wholly-owned subsidiary, FWCT-2 Escrow Corporation (the “Escrow
Issuer”), intends to offer $1.705 billion aggregate principal amount of Senior
Secured Notes due 2021 (the “Secured Notes”) and $2.875 billion of Senior
Notes due 2022 (the “Unsecured Notes”, and together with the Secured Notes,
the “New Notes”), subject to market and other conditions. This offering is
part of the financing for the proposed acquisition (the “Merger”) of Health
Management Associates, Inc. by the Company. Upon consummation of the Merger,
the Escrow Issuer will merge (the “Escrow Merger”) with and into CHS/Community
Health Systems, Inc., a wholly-owned subsidiary of the Company (the “Issuer”),
and the Issuer will assume the obligations of the Escrow Issuer under the New
Notes, the related indentures and the other applicable documents by operation
Upon consummation of the Escrow Merger, (i) the Unsecured Notes will be senior
unsecured obligations of the Issuer and will be guaranteed on a senior basis
by the Company and by certain of the Issuer’s and the Company’s domestic
subsidiaries and (ii) the Secured Notes will be senior secured obligations of
the Issuer and will be guaranteed on a senior secured basis by the Company and
by certain of the Company’s domestic subsidiaries.
The Company intends to use the net proceeds of the offering, together with new
borrowings under the Company’s senior secured credit facilities, to fund the
cash consideration for the Merger and the transactions related thereto, to pay
fees and expenses and for general corporate purposes.
The New Notes will be offered in the United States to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and outside the United States pursuant to Regulation S
under the Securities Act. The New Notes have not been registered under the
Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements.
This press release is neither an offer to sell nor a solicitation of an offer
to buy any securities, nor shall there be any offer, solicitation or sale in
any jurisdiction in which such offer, solicitation or sale would be unlawful.
Any offers of the New Notes will be made only by means of a private offering
About Community Health Systems, Inc.
Located in the Nashville, Tennessee, suburb of Franklin, Community Health
Systems, Inc. is one of the largest publicly-traded hospital companies in the
United States and a leading operator of general acute-care hospitals in
non-urban and mid-size markets throughout the country. Through its
subsidiaries, the Company currently owns, leases or operates 135 hospitals in
29 states with an aggregate of approximately 20,000 licensed beds. Its
hospitals offer a broad range of inpatient and surgical services, outpatient
treatment and skilled nursing care. In addition, through its subsidiary,
Quorum Health Resources, LLC, the Company provides management and consulting
services to non-affiliated general acute-care hospitals located throughout the
United States. Shares in Community Health Systems, Inc. are traded on the New
York Stock Exchange under the symbol “CYH.”
Statements contained in this press release regarding the proposed transactions
and other events are forward-looking statements that involve risk and
uncertainties. Actual future events or results may differ materially from
these statements. Readers are referred to the documents filed by Community
Health Systems, Inc. with the Securities and Exchange Commission, including
the Company’s Annual Report on Form 10-K, Current Reports on Form 8-K and
Quarterly Reports on Form 10-Q. These filings identify important risk factors
and other uncertainties that could cause actual results to differ from those
contained in the forward-looking statements. 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.
Community Health Systems, Inc.
W. Larry Cash, 615-465-7000
Executive Vice President
and Chief Financial Officer
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