COMMUNITY HEALTH SYSTEMS, INC. (NYSE:CYH) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
On March16, 2017, CHS/Community Health Systems, Inc. (the
Issuer), a direct, wholly owned subsidiary of Community Health
Systems, Inc. (the Company), completed its previously announced
public offering of $2,200,000,000 aggregate principal amount of
its 6.250% Senior Secured Notes due 2023 (the 2023 Notes). The
terms of the 2023 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 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 2023 Supplemental Indenture and, together with the 2023 Base
Indenture, the Indenture).
The 2023 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 2023 Notes at any time
prior to March31, 2020 at a price equal to 50% of the principal
amount of the 2023 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 2023 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 2023 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 2023 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 2023 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
2023 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 2023 Supplemental Indenture, which are filed as
Exhibits 4.1 and 4.2, respectively, hereto and incorporated by
reference herein.
A copy of the press release announcing the completion of the 2023
Notes offering is attached as Exhibit 99.1 to this Current Report
on Form 8-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 2023 Notes is incorporated by reference
herein.
Item8.01. Other Events.
On March16, 2017, the Company issued a press release announcing
the early tender results of the Issuers previously announced cash
tender offer for any and all of the Issuers outstanding 2018
Secured Notes on the terms and subject to the conditions set
forth in the Issuers Offer to Purchase and the accompanying
Letter of Transmittal, both dated March2, 2017.
A copy of the press release issued by the Company announcing the
early tender results is attached as Exhibit 99.2 to this Current
Report on Form 8-K and is incorporated into this Item8.01 by
reference.
Item9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 4.1 |
Indenture by and between CHS/Community Health Systems, Inc. and Regions Bank, as Trustee. |
|
| 4.2 |
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. |
|
| 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 Exhibit 5.1) |
|
| 23.2 |
Consent of Bradley Arant Boult Cummings LLP (included as part of its opinion filed as Exhibit 5.2) |
|
| 23.3 |
Consent of Kutak Rock LLP (included as part of its opinion filed as Exhibit 5.3) |
|
| 23.4 |
Consent of Snell Wilmer L.L.P. (included as part of its opinion filed as Exhibit 5.4) |
|
| 23.5 |
Consent of Bass, Berry Sims PLC (included as part of its opinion filed as Exhibit 5.5) |
|
| 23.6 |
Consent of Buchanan Ingersoll Rooney PC (included as part of its opinion filed as Exhibit 5.6) |
|
| 23.7 |
Consent of King Spalding LLP (included as part of its opinion filed as Exhibit 5.7) |
|
| 23.8 |
Consent of Bingham Greenebaum Doll LLP (included as part of its opinion filed as Exhibit 5.8) |
|
| 23.9 |
Consent of Husch Blackwell LLP (included as part of its opinion filed as Exhibit 5.9) |
|
| 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 March16, 2017, relating to the closing of the 2023 Notes offering |
|
| 99.2 |
Press Release of Community Health Systems, Inc., dated March16, 2017, relating to the early tender results |
COMMUNITY HEALTH SYSTEMS, INC. (NYSE:CYH) Recent Trading Information
COMMUNITY HEALTH SYSTEMS, INC. (NYSE:CYH) closed its last trading session at with 2,982,265 shares trading hands.