Exhibit 99.2
COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES COMMENCEMENT OF
TENDER OFFER FOR 8.000% SENIOR SECURED NOTES DUE 2026
FRANKLIN, Tenn. (December 11, 2023) – 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 $735 million of the Issuer’s approximately $2,101 million aggregate principal amount outstanding 8.000% Senior Secured Notes due 2026 (the “2026 Notes”), on the terms and subject to the conditions set forth in the Issuer’s Offer to Purchase dated December 11, 2023.
The Tender Offer will expire at 5:00 p.m., New York City time, on January 10, 2024 (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 2026 Notes and the terms of the Tender Offer is summarized in the table below.
| | | | | | | | | | | | | | | | | | | | | | | | |
Title of Security | | CUSIP
Number(1) | | | Principal Amount
Outstanding | | | Tender Cap | | | Total
Consideration(2) | | | Early
Tender
Payment(2) | | | Tender Offer
Consideration(2) | |
8.000% Senior Secured Notes due 2026 | |
| 12543D BC3
U17127 AL2 |
| | $ | 2,100,809,000 | | | $ | 735,000,000 | | | $ | 1,000.00 | | | $ | 30.00 | | | $ | 970.00 | |
| (1) | CUSIPs are provided for the convenience of Holders. No representation is made as to the correctness or accuracy of such numbers. |
| (2) | Per $1,000 principal amount of 2026 Notes accepted for purchase. Holders who validly tender and do not validly withdraw their 2026 Notes and whose 2026 Notes are accepted for purchase in the Tender Offer will also be paid accrued and unpaid interest from and including the interest payment date immediately preceding the applicable settlement date to, but not including, the applicable settlement date. |
Each holder who validly tenders, and does not validly withdraw, its 2026 Notes on or prior to 5:00 p.m., New York City time, on December 22, 2023, unless extended (such date and time, as the same may be extended, the “Early Tender Deadline”) will be entitled to an early tender payment, which is included in the total consideration above, of $30.00 for each $1,000 principal amount of 2026 Notes validly tendered by such holder, if such 2026 Notes are accepted for purchase pursuant to the Tender Offer.
Holders validly tendering, and not validly withdrawing, 2026 Notes after the Early Tender Deadline and on or before the Expiration Time will be eligible to receive only the tender offer consideration, which represents the total consideration less the early tender payment.
In addition, holders whose 2026 Notes are accepted for payment in the Tender Offer will receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date for their 2026 Notes purchased pursuant to the Tender Offer. The 2026 Notes tendered prior to 5:00 p.m., New York City time, on December 22, 2023 (the “Withdrawal Deadline”), may be withdrawn at any time prior to the Withdrawal Deadline. 2026 Notes tendered after the Withdrawal Deadline may not be withdrawn.
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 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
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