Community Health Systems, Inc. Announces Removal of Tender Cap and Increase in Consideration for Its Previously Announced Cash Tender Offer for Junior-Priority Secured Notes Due 2023

Rhea-AI Summary

Community Health Systems announced an amendment to its cash tender offer for Junior-Priority Secured Notes due 2023, increasing the tender offer consideration from $1,035.00 to $1,044.06 per $1,000 principal amount. The tender cap has been removed, allowing the purchase of any outstanding notes. The total consideration for notes validly tendered by February 1, 2021, is now $1,074.06. The offer is conditioned on raising at least $1,768,697,000 through debt financing. A conditional notice for redemption on February 4, 2021, reflects a price of 107.406% plus accrued interest.

Positive

• Increased tender offer consideration from $1,035.00 to $1,044.06 per $1,000 principal amount.
• Removal of the $750 million tender cap allows for purchase of all outstanding notes.

Negative

• Tender offer contingent on successfully raising $1,768,697,000 through debt financing.

Community Health Systems, Inc. (the “Company”) (NYSE: CYH) today announced that its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”), amended the terms of its previously announced cash tender offer (the “Tender Offer”) for its outstanding Junior-Priority Secured Notes due 2023 (the “2023 Junior-Priority Secured Notes”) to (i) increase the Tender Offer Consideration (as defined in the Issuer’s Offer to Purchase dated January 19, 2021 (the “Offer to Purchase”)) from $1,035.00 per $1,000 principal amount of 2023 Junior-Priority Secured Notes validly tendered and accepted for purchase in the Tender Offer to $1,044.06 per $1,000 principal amount of 2023 Junior-Priority Secured Notes validly tendered and accepted for purchase in the Tender Offer and (ii) remove the $750 million tender cap (the “Tender Cap”), increasing the maximum aggregate principal amount of 2023 Junior-Priority Secured Notes that are subject to purchase under the Tender Offer from $750 million to any and all 2023 Junior-Priority Secured Notes outstanding, in each case subject to the conditions set forth in the Issuer’s Offer to Purchase. As a result of the increase in the Tender Offer consideration, and in respect of the 2023 Junior-Priority Secured Notes that are validly tendered at or prior to 5:00 p.m., New York City time, on February 1, 2021, unless extended (such date and time, as the same may be extended, the “Early Tender Deadline”), the new Total Consideration (as defined in the Offer to Purchase) for the 2023 Junior-Priority Secured Notes is $1,074.06 per $1,000 principal amount of the 2023 Junior-Priority Secured Notes. The Issuer intends to fund the Tender Offer with the net proceeds from its previously announced junior-priority secured notes offering, which was upsized from $750 million to $1,775 million, and cash on hand.

Consistent with removing the Tender Cap, thereby increasing the maximum aggregate principal amount of 2023 Junior-Priority Secured Notes that are subject to purchase under the Tender Offer, the Issuer has amended the financing condition of the Tender Offer to provide that the Issuer’s obligation to accept for purchase, and pay for, 2023 Junior-Priority Secured Notes validly tendered and not validly withdrawn is conditioned upon, among other things, the condition that the Issuer has completed a debt financing on terms and conditions satisfactory to it yielding gross cash proceeds of $1,768,697,000 or more.

On January 19, 2021, the Issuer delivered to the trustee for delivery to the holders of 2023 Junior-Priority Secured Notes a conditional notice of redemption to redeem on February 4, 2021 (the “Redemption Date”) all of the Junior-Priority Secured Notes that remain outstanding at a redemption price equal to 107.406% of the principal amount thereof plus accrued and unpaid interest to, but not including, the Redemption Date.

The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase and remain unchanged except for the amendments set forth in this press release. The Issuer continues to reserve the right, in its sole discretion and subject to applicable law, to, among other things, (i) terminate or withdraw the Tender Offer and (ii) amend, modify or waive at any time, any of the terms and conditions of the Tender Offer in any respect, including waiver of any conditions to consummation of the Tender Offer.

The Issuer has retained Credit Suisse Securities (USA) LLC to act as dealer manager in connection with the Tender Offer. Questions about the Tender Offer may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 538-2147 (collect). Copies of the Tender Offer documents and other related documents may be obtained from Global Bondholder Services Corporation, the depositary and information agent for the Tender Offer, at (866) 470-3800 (toll free) or (212) 430‑3774 (collect) or email contact@gbsc-usa.com.

The Tender Offer is being made solely by means of the Tender Offer documents. Under no circumstances shall this press release constitute an offer to purchase or sell or the solicitation of an offer to purchase or sell the 2023 Junior-Priority Secured Notes or any other securities of the Issuer or any other person, nor shall there be any offer or sale of any 2023 Junior-Priority Secured Notes or other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In addition, nothing contained herein constitutes a notice of redemption of the 2023 Junior-Priority Secured Notes. No recommendation is made as to whether holders of the 2023 Junior-Priority Secured Notes should tender their 2023 Junior-Priority Secured Notes.

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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FAQ

What is the new total consideration for CYH's 2023 Junior-Priority Secured Notes?

The new total consideration is $1,074.06 per $1,000 principal amount for notes validly tendered by February 1, 2021.

What is the impact of the tender cap being removed for CYH's offering?

The removal of the tender cap allows the purchase of any and all of the outstanding 2023 Junior-Priority Secured Notes.

What are the conditions of the tender offer for CYH's notes?

The tender offer is conditioned on the completion of debt financing yielding at least $1,768,697,000.

When is the redemption date for CYH's Junior-Priority Secured Notes?

The redemption date is set for February 4, 2021.

Who is managing the tender offer for CYH?

Credit Suisse Securities (USA) LLC is acting as the dealer manager for the tender offer.