| Item 1. | |
| (a) | Name of issuer:
COMMUNITY HEALTH SYSTEMS INC |
| (b) | Address of issuer's principal executive
offices:
4000 Meridian Boulevard, Franklin, TN, 37067 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by (i) Apollo Accord+ Aggregator A, L.P. ("Accord+"); (ii) Apollo Accord+ Management, L.P. ("Accord+ Management"); (iii) Apollo Credit Strategies Master Fund Ltd. ("Credit Strategies"); (iv) Apollo ST Fund Management LLC ("ST Management"); (v) Apollo ST Operating LP ("ST Operating"); (vi) Apollo ST Capital LLC ("ST Capital"); (vii) ST Management Holdings, LLC ("ST Management Holdings"); (viii) Apollo Credit Strategies Absolute Return Aggregator A, L.P. ("Absolute Return"); (ix) Apollo Credit Strategies Absolute Return Management, L.P. ("Absolute Return Management"); (x) Apollo Credit Strategies Absolute Return Management GP, LLC ("Absolute Return Management GP"); (xi) Apollo Credit Management, LLC ("ACM"); (xii) Apollo Capital Credit Management, LLC ("ACCM"); (xiii) Apollo SA Management, LLC ("SA Management"); (xiv) Apollo PPF Credit Strategies, LLC ("PPF Credit Strategies"); (xv) Apollo PPF Credit Strategies Management, LLC ("PPF Management"); (xvi) Apollo Capital Management, L.P. ("Capital Management"); (xvii) Apollo Capital Management GP, LLC ("Capital Management GP"); (xviii) Apollo Management Holdings, L.P. ("Management Holdings"); and (xix) Apollo Management Holdings GP, LLC ("Management Holdings GP"). The foregoing are collectively referred to herein as the "Reporting Persons."
Accord+, Credit Strategies, Absolute Return, and PPF Credit Strategies each hold securities of the Issuer.
Accord+ Management serves as the investment manager of Accord+. ST Management serves as the investment manager for Credit Strategies. ST Operating is the sole member of ST Management. The general partner of ST Operating is ST Capital. ST Management Holdings is the sole member of ST Capital. Absolute Return Management serves as the investment manager of Absolute Return. Absolute Return Management GP is the general partner of Absolute Return Management.
ACM provides investment management services for FASF Franklin K2 Alternative Strategies Fund ("FASF-Franklin K2"). ACCM is the sole member of ACM.
SA Management provides investment management services for Franklin Templeton Investment Funds - Franklin K2 Alternative Strategies Fund ("FTIF-Franklin K2").
PPF Management serves as the investment manager of PPF Credit Strategies.
Capital Management serves as the sole member of ACCM, Absolute Return Management GP, PPF Management, and SA Management, the sole member and manager of ST Management Holdings, the sole limited partner of Accord+ Management, and provides investment management services for K2 Apollo Credit Master Fund Ltd. ("K2 Apollo"). Capital Management GP serves as the general partner of Capital Management. Management Holdings serves as the sole member and manager of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings. |
| (b) | Address or principal business office or, if
none, residence:
The principal office of each of Accord+, Accord+ Management, ST Management, ST Operating, ST Capital, ST Management Holdings, Absolute Return, Absolute Return Management, Absolute Return Management GP, ACM, ACCM, SA Management, PPF Credit Strategies, PPF Management, Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP is 9 W. 57th Street, 41st Floor, New York, New York 10019. The principal office of Credit Strategies is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands. |
| (c) | Citizenship:
Credit Strategies is an exempted company incorporated in the Cayman Islands with limited liability. Accord+ and Absolute Return are each a Cayman Islands exempted limited partnership. PPF Credit Strategies, ST Management, ST Capital, ST Management Holdings, Absolute Return Management GP, ACM, ACCM, SA Management, PPF Management, Capital Management GP, and Management Holdings GP are each a Delaware limited liability company. ST Operating, Accord+ Management, Absolute Return Management, Capital Management, and Management Holdings are each a Delaware limited partnership. |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
203668108 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Accord+ 1,487,985
Accord+ Management 1,487,985
Credit Strategies 4,196,536
ST Management 4,196,536
ST Operating 4,196,536
ST Capital 4,196,536
ST Management Holdings 4,196,536
Absolute Return 431,992
Absolute Return Management 431,992
Absolute Return Management GP 431,992
ACM 52,345
ACCM 52,345
SA Management 54,117
PPF Credit Strategies 312,178
PPF Management 312,178
Capital Management 6,689,741
Capital Management GP 6,689,741
Management Holdings 6,689,741
Management Holdings GP 6,689,741
Accord+, Credit Strategies, Absolute Return, and PPF Credit Strategies each disclaim beneficial ownership of all shares of Common Stock included in this report other than the shares of Common Stock held of record by such Reporting Person, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. Accord+ Management, ST Management, ST Operating, ST Capital, ST Management Holdings, Absolute Return Management, Absolute Return Management GP, ACM, ACCM, SA Management, PPF Management, Capital Management, Capital Management GP, Management Holdings and Management Holdings GP, and Messrs. Scott Kleinman, James Zelter and Marc Rowan, the managers, as well as executive officers, of Management Holdings GP, each disclaim beneficial ownership of all shares of Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (b) | Percent of class:
Accord+ 1.1%
Accord+ Management 1.1%
Credit Strategies 3.0%
ST Management 3.0%
ST Operating 3.0%
ST Capital 3.0%
ST Management Holdings 3.0%
Absolute Return 0.3%
Absolute Return Management 0.3%
Absolute Return Management GP 0.3%
ACM 0.0%
ACCM 0.0%
SA Management 0.0%
PPF Credit Strategies 0.2%
PPF Management 0.2%
Capital Management 4.8%
Capital Management GP 4.8%
Management Holdings 4.8%
Management Holdings GP 4.8%
The percentages are based on 138,948,058 shares of Common Stock outstanding as of October 18, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed on October 24, 2024 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0 for all Reporting Persons
|
| | (ii) Shared power to vote or to direct the
vote:
Accord+ 1,487,985
Accord+ Management 1,487,985
Credit Strategies 4,196,536
ST Management 4,196,536
ST Operating 4,196,536
ST Capital 4,196,536
ST Management Holdings 4,196,536
Absolute Return 431,992
Absolute Return Management 431,992
Absolute Return Management GP 431,992
ACM 52,345
ACCM 52,345
SA Management 54,117
PPF Credit Strategies 312,178
PPF Management 312,178
Capital Management 6,689,741
Capital Management GP 6,689,741
Management Holdings 6,689,741
Management Holdings GP 6,689,741
|
| | (iii) Sole power to dispose or to direct the
disposition of:
0 for all Reporting Persons
|
| | (iv) Shared power to dispose or to direct the
disposition of:
Accord+ 1,487,985
Accord+ Management 1,487,985
Credit Strategies 4,196,536
ST Management 4,196,536
ST Operating 4,196,536
ST Capital 4,196,536
ST Management Holdings 4,196,536
Absolute Return 431,992
Absolute Return Management 431,992
Absolute Return Management GP 431,992
ACM 52,345
ACCM 52,345
SA Management 54,117
PPF Credit Strategies 312,178
PPF Management 312,178
Capital Management 6,689,741
Capital Management GP 6,689,741
Management Holdings 6,689,741
Management Holdings GP 6,689,741
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
Ownership of 5 percent or less of a class |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members
of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
