UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 23, 2025
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-15925 | 13-3893191 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
4000 Meridian Boulevard
Franklin, Tennessee 37067
(Address of principal executive offices)
Registrant’s telephone number, including area code: (615) 465-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.01 par value | CYH | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. | Other Events. |
On April 23, 2025, Community Health Systems, Inc. (the “Company”) announced that CHS/Community Health Systems, Inc. (the “Issuer”), its wholly owned subsidiary, has entered into a privately negotiated agreement with a multi-asset investment manager (the “Purchaser”) to sell and issue to certain funds and accounts of the Purchaser $700.0 million aggregate principal amount of 10.750% Senior Secured Notes due 2033 (the “2033 Notes”). The Issuer intends to use the net proceeds of the sale of the 2033 Notes, together with cash on hand, to redeem all of its outstanding 8.000% Senior Secured Notes due 2027 (the “2027 Notes”) and to pay related fees and expenses. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In addition, on April 23, 2025, the Issuer delivered to the trustee for delivery to holders of its 2027 Notes a notice of conditional redemption to redeem on May 9, 2025 (the “Redemption Date”) all of the 2027 Notes that remain outstanding at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the Redemption Date. The redemption of the 2027 Notes is conditioned upon the Issuer having completed, on or prior to the Redemption Date, a debt financing on terms and conditions satisfactory to the Issuer. The Issuer expects such condition to be satisfied upon closing of the sale and issuance of the 2033 Notes, which is expected to be completed on or about May 9, 2025.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is filed herewith:
99.1 | Press Release of Community Health Systems, Inc., dated April 23, 2025. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 23, 2025 | COMMUNITY HEALTH SYSTEMS, INC. (Registrant) |
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By: | /s/ Kevin J. Hammons |
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Kevin J. Hammons President and Chief Financial Officer (principal financial officer) |
Exhibit 99.1
COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES
SALE OF $700 MILLION AGGREGATE PRINCIPAL AMOUNT OF 10.750% SENIOR SECURED NOTES DUE 2033
FRANKLIN, Tenn. (April 23, 2025) – Community Health Systems, Inc. (the “Company”) (NYSE: CYH) today announced that its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”), has entered into a privately negotiated agreement with a multi-asset investment manager (the “Purchaser”) to sell and issue to certain funds and accounts of the Purchaser $700.0 million aggregate principal amount of 10.750% Senior Secured Notes due 2033 (the “2033 Notes”) (the “Notes Offering”). The sale of the 2033 Notes is expected to be consummated on or about May 9, 2025, subject to customary closing conditions.
The Issuer intends to use the net proceeds of the Notes Offering, together with cash on hand, to redeem all of its outstanding 8.000% Senior Secured Notes due 2027 (the “2027 Notes”) at par plus accrued and unpaid interest to, but excluding the redemption date and to pay related fees and expenses. This press release shall not constitute a notice of redemption for the 2027 Notes.
The 2033 Notes are being sold in a private transaction in reliance upon an exemption from registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) thereof. The 2033 Notes have not been registered under the Securities Act of 1933, as amended, 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. This notice is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act.
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.
Investor Contacts: Kevin J. Hammons, 615-465-7000 President and Chief Financial Officer or Anton Hie, 615-465-7012 Vice President – Investor Relations |
Media Contact: Tomi Galin, 615-628-6607 Executive Vice President, Corporate Communications, Marketing and Public Affairs |
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