|[February 07, 2014]
Community Health Systems, Inc. Announces Completion of Tender Offers for Health Management Associates, Inc.'s 6.125% Senior Notes due 2016 and 7.375% Senior Notes due 2020
FRANKLIN, Tenn. --(Business Wire)--
Community Health Systems, Inc. (the "Company") (NYSE: CYH) today
announced the completion of the previously announced cash tender offers
by its wholly owned subsidiary, Health Management Associates, Inc. (the
"Issuer"), for any and all of the Issuer's $400 million aggregate
principal amount of 6.125% Senior Notes due 2016 (CUSIP No. 421933AH5)
(the "2016 Notes") and $875 million aggregate principal amount of 7.375%
Senior Notes due 2020 (CUSIP No. 421933AL6) (the "2020 Notes" and,
together with the 2016 Notes, the "Notes") then outstanding. The tender
offers expired at 11:59 p.m., New York City time, on February 6, 2014
(the "Expiration Time").
As previously announced, as of 5:00 p.m., New York City time, on January
23, 2014 (the "Consent Expiration"), $370,288,000 aggregate principal
amount, or approximately 92.6%, of the outstanding 2016 Notes and
$854,088,000 aggregate principal amount, or approximately 97.6%, of the
outstanding 2020 Notes had been validly tendered and not withdrawn and
the holders thereof consented to the proposed amendments to the
indentures governing the Notes (the "Indentures") set forth in an Offer
to Purchase and Consent Solicitation Statement (the "Offer to Purchase")
that was sent to holders of the Notes. The Issuer accepted for purchase
all Notes that had been validly tendered and not withdrawn. Payment for
Notes accepted for purchase at the Consent Expiration was made on
January 27, 2014, and the proposed amendments referred to above became
operative on January 27, 2014.
An additional $20,000 aggregate principal amount of the outstanding 2016
Notes were validly tendered and not withdrawn after the Consent
Expiration and prior to the Expiration Time. No additional 2020 Notes
were tendered after the Consent Expiration and prior to the Expiration
Time. Holders who validly tendered (and did not subsequently withdraw)
their 2016 Notes after the Consent Expiration and prior to the
Expiration Time are entitled to receive consideration equal to $1,088.13
per $1,000 principal amount of the 2016 Notes. These holders will also
receive accrued and unpaid intrest on the 2016 Notes up to, but not
including, the payment date for such 2016 Notes accepted for purchase,
which is expected to be February 7, 2014.
Substantially concurrently with the previously announced closing of the
merger in which Issuer survived as a wholly owned subsidiary of
CHS/Community Health Systems, Inc., a Delaware corporation and wholly
owned subsidiary of the Company, which occurred on January 27, 2014
(such merger, the "Merger"), the Issuer irrevocably called for
redemption all of the Notes that remain outstanding after the tender
offers in accordance with the Indentures. Prior to the completion of the
redemptions, the Issuer satisfied and discharged the Indentures by
depositing the redemption prices in trust in accordance with the
satisfaction and discharge provisions of the Indentures. Following the
redemptions, no principal amount of Notes will remain outstanding.
The complete terms and conditions of the tender offers and consent
solicitations are set forth in the Offer to Purchase and related Consent
and Letter of Transmittal ("Letter of Transmittal") that were sent to
holders of the Notes. Copies of the Offer to Purchase and Letter of
Transmittal may be obtained from the Tender and Information Agent for
the tender offers and consent solicitations, D.F. King & Co. Inc., at
(800) 290-6427 (toll-free).
BofA Merrill Lynch and Credit Suisse are the Dealer Managers and
Solicitation Agents for the tender offers and consent solicitations.
Questions regarding the terms of the tender offers or consent
solicitations may be directed to BofA Merrill Lynch at (888) 292-0070
(toll-free) and (980) 387-3907 (collect) and Credit Suisse at (800)
820-1653 (toll-free) and (212) 538-2147.
This press release is neither an offer to purchase nor a solicitation of
an offer to sell the Notes or any other securities. The tender offers
and consent solicitations were made only by and pursuant to the terms of
the Offer to Purchase and the related Letter of Transmittal. None of
Issuer, the Company, the Dealer Managers and Solicitation Agents or the
Tender and Information Agent made any recommendations as to whether
holders should tender their Notes pursuant to the tender offers or
provide the related consents, and no one has been authorized to make
such a recommendation.
About Community Health Systems, Inc.
Community Health Systems, Inc. is one of the largest publicly-traded
hospital companies in the United States and a leading operator of
general acute care hospitals in communities across the country. Through
its subsidiaries, the Company currently owns, leases or operates 206
affiliated hospitals in 29 states with an aggregate of approximately
31,000 licensed beds. The Company's headquarters are located in
Franklin, Tennessee, a suburb south of Nashville. Shares in Community
Health Systems, Inc. are traded on the New York Stock Exchange under the
symbol "CYH." More information about the Company can be found on its
website at www.chs.net.
Certain statements contained in this press release may constitute
forward-looking statements that involve risk and uncertainties. Actual
future events or results may differ materially from these statements.
Readers are referred to the documents filed by Community Health Systems,
Inc. with the Securities and Exchange Commission, including the
Company's annual report on Form 10-K, current reports on Form 8-K and
quarterly reports on Form 10-Q. These filings identify important risk
factors and other uncertainties that could cause actual results to
differ from those contained in the forward-looking statements. 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.
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