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COMMUNITY HEALTH SYSTEMS INC false 0001108109 0001108109 2025-07-28 2025-07-28
 
 

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): July 28, 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

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 July 28, 2025, Community Health Systems, Inc. (the “Company”) announced that CHS/Community Health Systems, Inc. (the “Issuer”), its wholly owned subsidiary, announced and priced an offering of $1,790 million aggregate principal amount of 9.750% Senior Secured Notes due 2034 (the “2034 Notes”). The size of the offering was increased by $290 million aggregate principal amount subsequent to the initial announcement of the proposed offering. The Issuer intends to use the net proceeds of the sale of the 2034 Notes to refinance its outstanding 5.625% Senior Secured Notes due 2027 (the “2027 Notes”) through a tender offer and, if applicable, a redemption. Copies of the press releases announcing the launch and pricing of the offering of the 2034 Notes are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

In addition, on July 28, 2025, the Company issued press releases announcing that the Issuer has commenced a cash tender offer for any and all of its outstanding 2027 Notes. The size of the tender offer was increased by $287 million aggregate principal amount subsequent to its launch. Copies of the press releases relating to the tender offer are attached hereto as Exhibits 99.3 and 99.4 and are incorporated herein by reference.

 

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 July 28, 2025
99.2    Press Release of Community Health Systems, Inc., dated July 28, 2025
99.3    Press Release of Community Health Systems, Inc., dated July 28, 2025
99.4    Press Release of Community Health Systems, Inc., dated July 28, 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: July 28, 2025  

COMMUNITY HEALTH SYSTEMS, INC.

(Registrant)

    By:  

/s/ Kevin J. Hammons

     

Kevin J. Hammons

President and Chief Financial Officer (principal
financial officer)

EX-99.1 2 d941905dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES OFFERING

OF $1,500 MILLION OF SENIOR SECURED NOTES DUE 2034

FRANKLIN, Tenn. (July 28, 2025) – Community Health Systems, Inc. (the “Company”) (NYSE: CYH) today announced that its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”), intends to offer $1,500 million aggregate principal amount of Senior Secured Notes due 2034 (the “Notes”), subject to market and other conditions (the “Notes Offering”).

The Issuer intends to use the net proceeds of the Notes Offering, together with cash on hand, to refinance a portion of its outstanding 5.625% Senior Secured Notes due 2027 (the “2027 Notes”) through a tender offer and/or a redemption. This press release shall not constitute an offer to purchase any 2027 Notes.

The Notes will be offered in the United States to persons reasonably believed to be 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 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 Notes will be made only by means of a private offering memorandum. 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

-END-

EX-99.2 3 d941905dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

LOGO

COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES

PRICING OF UPSIZED OFFERING OF SENIOR SECURED NOTES DUE 2034

FRANKLIN, Tenn. (July 28, 2025) – Community Health Systems, Inc. (the “Company”) (NYSE: CYH) today announced that its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”), has priced an offering of $1,790 million aggregate principal amount of its 9.750% Senior Secured Notes due 2034 (the “Notes”) (the “Notes Offering”). The size of the offering was increased by $290 million aggregate principal amount of Notes subsequent to the initial announcement of the proposed offering. The sale of the Notes is expected to be consummated on or about August 12, 2025, subject to customary closing conditions.

The Issuer intends to use the net proceeds of the Notes Offering, together with cash on hand, to retire all of its 5.625% Senior Secured Notes due 2027 (the “2027 Notes”) and to pay related fees and expenses. In particular, the Issuer intends to use the net proceeds from the Notes Offering to (i) purchase the Issuer’s outstanding 2027 Notes that are validly tendered and accepted for purchase in the cash tender offer announced July 28, 2025 and (ii) to the extent the aggregate principal amount of the 2027 Notes validly tendered and accepted for purchase in the cash tender offer is less than the total aggregate principal amount outstanding of the 2027 Notes, redeem any unpurchased principal amount of the 2027 Notes on December 15, 2025.

This press release shall not constitute a notice of redemption for or an offer to repurchase any 2027 Notes.

The Notes are being offered in the United States to persons reasonably believed to be 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 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 Notes will be made only by means of a private offering memorandum. 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.


Community Health Systems, Inc. Announces Pricing of Upsized Offering

of Senior Secured Notes due 2034

Page 2

July 28, 2025

 

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

-END-

 

2

EX-99.3 4 d941905dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

 

LOGO

COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES COMMENCEMENT OF

TENDER OFFER FOR 5.625% SENIOR SECURED NOTES DUE 2027

FRANKLIN, Tenn. (July 28, 2025) – Community Health Systems, Inc. (the “Company”) (NYSE: CYH) today announced that its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”), has commenced a cash tender offer (the “Tender Offer”) for up to $1,470 million of the Issuer’s approximately $1,757 million aggregate principal amount outstanding 5.625% Senior Secured Notes due 2027 (the “2027 Notes”), on the terms and subject to the conditions set forth in the Issuer’s Offer to Purchase dated July 28, 2025.

The Tender Offer will expire at 5:00 p.m., New York City time, on August 25, 2025 (the “Expiration Time”), unless extended or earlier terminated by the Issuer. The Issuer reserves the right to amend, extend or terminate the Tender Offer at any time subject to applicable law.

Certain information regarding the 2027 Notes and the terms of the Tender Offer is summarized in the table below.

 

CUSIP / ISIN  No.(1)

  

Title of
Security

   Aggregate
Principal
Amount
Outstanding(2)
   Tender Cap   

Reference

U.S. Treasury

Security

   Bloomberg
Reference
Page(3)
   Fixed
Spread
   Early
Tender
Payment(4)

144A: 12543D BG4 / US12543DBG43

Reg. S: U17127 AR9 / USU17127AR95

   5.625% Senior Secured Notes due 2027    $1,757,000,000    $1,470,000,000   

4.875% U.S.

Treasury Notes due November 30, 2025

   FIT3    +50 basis
points
   $30
 
(1)

CUSIP and ISIN information is provided for the convenience of the holders. No representation is made as to the correctness or accuracy of such numbers.

(2)

Aggregate principal amount outstanding as of the date hereof.

(3)

The page on Bloomberg from which the dealer manager for the Tender Offer will quote the bid-side price of the Reference U.S. Treasury Security (as defined below).

(4)

Per $1,000 principal amount of 2027 Notes validly tendered (and not validly withdrawn) and accepted for purchase by us.

The Tender Offer is being made upon and is subject to the terms and conditions set forth in the Offer to Purchase dated July 28, 2025 (the “Offer to Purchase”). The 2027 Notes tendered prior to 5:00 p.m., New York City time, on August 8, 2025 (the “Withdrawal Deadline”), may be withdrawn at any time prior to the Withdrawal Deadline. 2027 Notes tendered after the Withdrawal Deadline may not be withdrawn.

The consideration (the “Early Tender Consideration”) offered per $1,000 principal amount of 2027 Notes validly tendered at or prior to 5:00 p.m., New York City time, on August 8, 2025 (such date and time, as it may be extended, the “Early Tender Deadline”) and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the fixed spread specified in the table above, plus the yield of the U.S. Treasury security specified in the table above (the “Reference U.S. Treasury Security”), based on the bid-side price of the Reference U.S. Treasury Security as quoted on the Bloomberg Reference Page specified in the table above, calculated as of 10:00 a.m., New York City time, on August 11, 2025, unless extended or the Tender Offer is earlier terminated by the Issuer.

 

-MORE-


Community Health Systems, Inc. Announces Commencement of Tender Offer

for 5.625% Senior Secured Notes due 2027

Page 2

July 28, 2025

 

The Early Tender Deadline is the last date and time for holders to tender their 2027 Notes in order to be eligible to receive the Early Tender Consideration, which includes an early tender premium of $30 per $1,000 principal amount of Notes (the “Early Tender Payment”). Holders of Notes tendered following the Early Tender Deadline, but on or prior to the Expiration Time and accepted for purchase will receive an amount equal to the Early Tender Consideration minus the Early Tender Payment (the “Late Tender Consideration”).

In addition to the Early Tender Consideration or the Late Tender Consideration, as applicable, holders whose 2027 Notes are purchased in the Tender Offer will receive accrued and unpaid interest on such 2027 Notes from and including the last interest payment date for the 2027 Notes up to, but not including, the applicable settlement date for such 2027 Notes accepted for purchase.

Subject to the satisfaction or waiver of certain conditions, the Issuer reserves the right, following the Early Tender Deadline, to accept for purchase prior to the Expiration Time all 2027 Notes validly tendered on or prior to the Early Tender Deadline (the “Early Settlement Election”). The Issuer will announce whether it intends to exercise the Early Settlement Election (the “Early Settlement Announcement”) following the Early Tender Deadline. If the Issuer exercises the Early Settlement Election, it will pay the total consideration promptly following the Early Settlement Announcement, which is currently expected to occur on August 12, 2025, subject to all conditions of the Tender Offer having been satisfied or waived by the Issuer (the “Early Payment Date”), plus accrued and unpaid interest on the purchased 2027 Notes from the interest payment date for the 2027 Notes immediately preceding the Early Payment Date to, but not including, the Early Payment Date.

The settlement date for 2027 Notes that are tendered following the Early Tender Deadline but on or prior to the Expiration Time is anticipated to be August 27, 2025, the second business day after the Expiration Time, assuming the Tender Cap of 2027 Notes is not purchased on the Early Payment Date.

Tendered 2027 Notes may be subject to proration if the aggregate principal amount of 2027 Notes validly tendered and not validly withdrawn would cause the Tender Cap to be exceeded. Furthermore, if the Tender Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender 2027 Notes following the Early Tender Deadline will not have any of their Notes accepted for payment.

The Issuer’s obligation to accept for purchase, and to pay for, 2027 Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions, including, among others, the condition that the Issuer has completed a debt financing on terms and conditions satisfactory to it yielding gross cash proceeds of $1,500,000,000 or more. The complete terms and conditions of the Tender Offer are set forth in the Tender Offer documents that are being sent to holders of 2027 Notes. Holders of 2027 Notes are urged to read the Tender Offer documents carefully.

The Issuer has retained Citigroup Global Markets Inc. to act as dealer manager in connection with the Tender Offer. Questions about the Tender Offer may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (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 (855) 654-2015 (toll free) or (212) 430-3774 (collect) or email contact@gbsc-usa.com.


Community Health Systems, Inc. Announces Commencement of Tender Offer

for 5.625% Senior Secured Notes due 2027

Page 3

July 28, 2025

 

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 2027 Notes or any other securities of the Issuer or any other person, nor shall there be any offer or sale of any 2027 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 2027 Notes. No recommendation is made as to whether holders of the 2027 Notes should tender their 2027 Notes.

Forward-Looking Statements

This press release may include information that could constitute forward-looking statements. 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

-END-

EX-99.4 5 d941905dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

 

LOGO

COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES INCREASE IN TENDER

CAP FOR 5.625% SENIOR SECURED NOTES DUE 2027

FRANKLIN, Tenn. (July 28, 2025) – Community Health Systems, Inc. (the “Company”) (NYSE: CYH) today announced that its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”), has increased the principal amount of the Issuer’s approximately $1,757 million aggregate principal amount outstanding 5.625% Senior Secured Notes due 2027 (the “2027 Notes”) that it can repurchase under its previously announced cash tender offer (the “Tender Offer”) from $1,470 million to $1,757 million, on the terms and subject to the conditions set forth in the Issuer’s Offer to Purchase dated July 28, 2025 (the “Offer to Purchase”).

Consistent with amending the Tender Cap, the Issuer has amended the financing condition of the Tender Offer to provide that the Issuer’s obligation to accept for purchase, and to pay for, 2027 Notes validly tendered and not validly withdrawn is subject to the satisfaction or waiver of certain conditions, including, 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 $1,790 million or more.

The complete terms and conditions of the Tender Offer is set forth in the Offer to Purchase.

The Issuer has retained Citigroup Global Markets Inc. to act as dealer manager in connection with the Tender Offer. Questions about the Tender Offer may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (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 (855) 654-2015 (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 2027 Notes or any other securities of the Issuer or any other person, nor shall there be any offer or sale of any 2027 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 2027 Notes. No recommendation is made as to whether holders of the 2027 Notes should tender their 2027 Notes.

Forward-Looking Statements

This press release may include information that could constitute forward-looking statements. 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.


Community Health Systems, Inc. Announces Increase in Tender Cap

for 5.625% Senior Secured Notes due 2027

Page 2

July 28, 2025

 

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

-END-