Exhibit 99.1
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Investor Contacts: | | |
Thomas J. Aaron | | Ross W. Comeaux |
Executive Vice President | | Vice President – Investor Relations |
and Chief Financial Officer | | 615-465-7012 |
615-465-7000 | | |
COMMUNITY HEALTH SYSTEMS ANNOUNCES EARLY TENDER RESULTS
TO PREVIOUSLY ANNOUNCED EXCHANGE OFFER
FRANKLIN, Tenn., November 13, 2019 –Community Health Systems, Inc. (the “Company”) (NYSE:CYH) today announced the results, as of 5:00 p.m., New York City time, on November 13, 2019 (the “Early Tender Deadline”), of an offer by its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”), to exchange (the “Exchange Offer”) a combination of (i) $700 million aggregate principal amount of its new 8.000% Senior Secured Notes due 2027 (the “New Secured Notes”) and (ii) up to $1,932 million aggregate principal amount of its new 6.875% Senior Unsecured Notes due 2028 (the “New Unsecured Notes,” and, together with the New Secured Notes, the “New Notes”) in exchange for any and all of its $2,632 million aggregate principal amount of outstanding 6.875% Senior Unsecured Notes due 2022 (the “Old Notes”).
The Issuer was advised by the exchange agent for the Exchange Offer that, as of the Early Tender Deadline, a total of $2,400,461,000 aggregate principal amount of outstanding Old Notes, representing approximately 91.2% of the outstanding Old Notes, were validly tendered (and not validly withdrawn) in the Exchange Offer. As of the Early Tender Deadline, the condition that the Supporting Holders (as defined in the Offering Memorandum (as defined below)) validly tender (and not validly withdraw) the approximately 82.8% of the aggregate principal amount of the outstanding Old Notes held by them had been satisfied.
Holders whose Old Notes were validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline will receive on the Early Settlement Date (as defined below) in exchange for each $1,000 principal amount of Old Notes so tendered and accepted for exchange: (1) a principal amount of New Secured Notes equal to the product of (a) $1,000 and (b) the quotient of (i) $700,000,000 and (ii) the aggregate principal amount of Old Notes validly tendered (and not validly withdrawn) by all eligible holders at or prior to the Early Tender Deadline and accepted by the Issuer for exchange; and (2) a principal amount of New Unsecured Notes equal to (a) $1,000 minus (b) the principal amount of New Secured Notes calculated in accordance with the immediately preceding clause (1).
The Exchange Offer remains subject to the other conditions set forth in the Offering Memorandum, dated October 30, 2019 (as amended by the Company’s Current Report on Form8-K filed during the pendency of the Exchange Offer on November 12, 2019, the “Offering Memorandum”) and related Letter of Transmittal, dated October 30, 2019 (the “Letter of Transmittal”), including the condition that the Issuer’s existing cash flow-based revolving credit facility be repaid in full and terminated at or prior to the Early Settlement Date. The Issuer intends to repay and terminate such revolving credit facility on the Early Settlement Date. The Issuer reserves the right, subject to applicable law, to terminate, withdraw or amend the Exchange Offer at any time and from time to time, as described in the Offering Memorandum. Assuming that the other conditions to the Exchange Offer have been or concurrently are or will be satisfied or waived, the settlement date for the Old Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted by the Issuer is expected to be November 19, 2019 (the “Early Settlement Date”). On the Early Settlement Date, the Issuer will issue, after adjusting for rounding, $699,924,000 of New Secured Notes and $1,700,394,000 of New Unsecured Notes.
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