COMMUNITY HEALTH SYSTEMS, INC. (NYSE:CYH) Files An 8-K Entry into a Material Definitive Agreement

COMMUNITY HEALTH SYSTEMS, INC. (NYSE:CYH) Files An 8-K Entry into a Material Definitive Agreement

Story continues below

Item1.01. Entry into a Material Definitive Agreement.

On May12, 2017, CHS/Community Health Systems, Inc. (the Issuer),
a direct, wholly owned subsidiary of Community Health Systems,
Inc. (the Company), completed its previously announced tack-on
public offering of $900,000,000 aggregate principal amount of its
6.250% Senior Secured Notes due 2023 at an issue price of 101.75%
of their aggregate principal amount, plus accrued interest from
March16, 2017 (the Additional Notes). The terms of the Additional
Notes are governed by a base indenture, dated March16, 2017, by
and between the Issuer and Regions Bank, as trustee (the Trustee)
(the 2023 Base Indenture), as amended and supplemented by a first
supplemental indenture, dated March16, 2017, by and among the
Issuer, the Company, the other guarantors party thereto, the
Trustee and Credit Suisse AG, as collateral agent (the First
Supplemental Indenture) and a second supplemental indenture dated
as of May12, 2017, by and among the Issuer, the Company, the
other guarantors party thereto, the Trustee and Credit Suisse AG,
as collateral agent (the Second Supplemental Indenture and,
together with the 2023 Base Indenture and the First Supplemental
Indenture, the Indenture).

The Additional Notes bear interest at a rate of 6.250%per year
payable semi-annually in arrears on March31 and September30 of
each year, commencing on September30, 2017.

The Issuer may redeem some or all of the Additional Notes at any
time prior to March31, 2020 at a price equal to 50% of the
principal amount of the Additional Notes redeemed plus accrued
and unpaid interest, if any, plus a make-whole premium, as
described in the Indenture. The Issuer may redeem some or all of
the Additional Notes at any time on or after March31, 2020 at the
redemption prices set forth in the Indenture, plus accrued and
unpaid interest, if any. In addition, the Issuer may redeem up to
40% of the aggregate principal amount of the Additional Notes at
any time prior to March31, 2020 using the net proceeds from
certain equity offerings at the redemption price set forth in the
Indenture, plus accrued and unpaid interest, if any.

If the Company or the Issuer experience a Change of Control (as
defined in the Indenture), the Issuer is required to offer to
repurchase the Additional Notes at 101% of their principal amount
plus accrued and unpaid interest, if any, to the date of
purchase.

The Indenture provides for customary events of default which
include (subject in certain cases to customary grace and cure
periods), among others, nonpayment of principal or interest,
breach of other agreements in the Indenture, failure to pay
certain other indebtedness, failure to pay certain final
judgments, failure of certain guarantees to be enforceable and
certain events of bankruptcy or insolvency. The Indenture
contains covenants that, among other things, limit the Companys
ability and the ability of its restricted subsidiaries to incur
or guarantee additional indebtedness, pay dividends or make other
restricted payments, make certain investments, create or incur
certain liens, sell assets and subsidiary stock, impair a
security interest, transfer all or substantially all of the
Companys assets or enter into merger or consolidation
transactions and enter into transactions with affiliates.

The Additional Notes are secured by a first-priority lien
(subject to a shared lien of equal priority with certain other
obligations, including obligations under our existing senior
secured credit facilities (our Credit Facility), our 5.125%
Senior Secured Notes due 2021 (the 2021 Secured Notes) and, for
so long as they remain outstanding, our 5.125% Senior Secured
Notes due 2018 (the 2018 Secured Notes), and subject to other
prior ranking liens permitted by the Indenture) on substantially
the same assets that secure the obligations under our Credit
Facility, our 2021 Secured Notes and, for so long as they remain
outstanding, the 2018 Secured Notes, subject to certain
exceptions.

The foregoing summary and description of the Indenture and the
Additional Notes does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the 2023
Base Indenture and the

First Supplemental Indenture, which were filed as Exhibits 4.1
and 4.2, respectively, to Companys Current Report on Form8-K
filed with the Securities and Exchange Commission on March16,
2017 and incorporated by reference herein, as well as the full
text of the Second Supplemental Indenture, which is filed as
Exhibit4.3 hereto and incorporated by reference herein.

A copy of the press release announcing the completion of the
Additional Notes offering is attached as Exhibit99.1 to this
Current Report on Form8-K.

Item2.03.
Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.

The information
provided in Item1.01 with respect to the Issuers issuance and
sale of the Additional Notes is incorporated by reference
herein.

Item8.01.
Other Events.

A copy of the
press release issued by the Company announcing the completion of
the Additional Notes offering is attached as Exhibit99.1 to this
Current Report on Form8-K and is incorporated into this Item8.01
by reference.

Item9.01.
Financial Statements and Exhibits.

(d) Exhibits
4.1 Indenture relating to CHS/Community Health Systems, Inc.s
6.250% Senior Secured Notes due 2023, dated as of March16,
2017, by and between CHS/Community Health Systems, Inc. and
Regions Bank, as Trustee. *
4.2 First Supplemental Indenture relating to CHS/Community
Health Systems, Inc.s 6.250% Senior Secured Notes due 2023,
dated March16, 2017, by and among CHS/Community Health
Systems, Inc., Community Health Systems, Inc., the
Guarantors party thereto, Regions Bank, as Trustee and
Credit Suisse AG, as collateral agent. *
4.3 Second Supplemental Indenture relating to CHS/Community
Health Systems, Inc.s 6.250% Senior Secured Notes due 2023,
dated May12, 2017, by and among CHS/Community Health
Systems, Inc., Community Health Systems, Inc., the
Guarantors party thereto, Regions Bank, as Trustee and
Credit Suisse AG, as collateral agent.
5.1 Opinion of Hodgson Russ LLP
5.2 Opinion of Bradley Arant Boult Cummings LLP
5.3 Opinion of Kutak Rock LLP
5.4 Opinion of Snell Wilmer L.L.P.
5.5 Opinion of Bass, Berry Sims PLC
5.6 Opinion of Buchanan Ingersoll Rooney PC
5.7 Opinion of King Spalding LLP
5.8 Opinion of Bingham Greenebaum Doll LLP
5.9 Opinion of Husch Blackwell LLP
5.10 Opinion of Ballard Spahr LLP
5.11 Opinion of Montgomery Andrews, P.A.
5.12 Opinion of Bailey Kennedy, LLP
5.13 Opinion of McAfee Taft A Professional Corporation
5.14 Opinion of Parker Poe Adams Bernstein LLP
5.15 Opinion of Liechty, McGinnis, Berryman Bowen, LLP
5.16 Opinion of Hancock, Daniel, Johnson Nagle, P.C.
5.17 Opinion of Witherspoon Kelley, P.S.
5.18 Opinion of Steptoe Johnson PLLC
23.1 Consent of Hodgson Russ LLP (included as part of its
opinion filed as Exhibit5.1)
23.2 Consent of Bradley Arant Boult Cummings LLP (included as
part of its opinion filed as Exhibit5.2)
23.3 Consent of Kutak Rock LLP (included as part of its opinion
filed as Exhibit5.3)
23.4 Consent of Snell Wilmer L.L.P. (included as part of its
opinion filed as Exhibit5.4)
23.5 Consent of Bass, Berry Sims PLC (included as part of its
opinion filed as Exhibit5.5)
23.6 Consent of Buchanan Ingersoll Rooney PC (included as part
of its opinion filed as Exhibit5.6)
23.7 Consent of King Spalding LLP (included as part of its
opinion filed as Exhibit5.7)
23.8 Consent of Bingham Greenebaum Doll LLP (included as part of
its opinion filed as Exhibit5.8)
23.9 Consent of Husch Blackwell LLP (included as part of its
opinion filed as Exhibit5.9)
23.10 Consent of Ballard Spahr LLP (included as part of its
opinion filed as Exhibit 5.10)
23.11 Consent of Montgomery Andrews, P.A. (included as part of
its opinion filed as Exhibit 5.11)
23.12 Consent of Bailey Kennedy, LLP (included as part of its
opinion filed as Exhibit 5.12)
23.13 Consent of McAfee Taft A Professional Corporation (included
as part of its opinion filed as Exhibit 5.13)
23.14 Consent of Parker Poe Adams Bernstein LLP (included as part
of its opinion filed as Exhibit 5.14)
23.15 Consent of Liechty, McGinnis, Berryman Bowen, LLP (included
as part of its opinion filed as Exhibit 5.15)
23.16 Consent of Hancock, Daniel, Johnson Nagle, P.C. (included
as part of its opinion filed as Exhibit 5.16)
23.17 Consent of Witherspoon Kelley, P.S. (included as part of
its opinion filed as Exhibit 5.17)
23.18 Consent of Steptoe Johnson PLLC (included as part of its
opinion filed as Exhibit 5.18)
99.1 Press Release of Community Health Systems, Inc., dated
May12, 2017, relating to the completion of the Additional
Notes offering
* Previously filed.


COMMUNITY HEALTH SYSTEMS, INC. (NYSE:CYH) Recent Trading Information

COMMUNITY HEALTH SYSTEMS, INC. (NYSE:CYH) closed its last trading session at with 3,075,027 shares trading hands.

An ad to help with our costs