Community Health to pay up to $400 million in tender for four series

By Wendy Van Sickle

Columbus, Ohio, Oct. 30 – Community Health Systems, Inc. said its subsidiary CHS/Community Health Systems, Inc. launched a cash tender offer under which it will pay up to $400 million for four series of its notes.

The notes, listed in order of acceptance priority with the total considerations listed per $1,000 principal amount of notes, include

• $197,441,000 of outstanding 6 7/8% senior notes due 2022 (Cusip: 12543DAV2) for a total consideration of $950;

• $1,353,663,000 of outstanding 8 1/8% junior-priority secured notes due 2024 (Cusip: 12543DBA7) for a total consideration of $800;

• $1,770,337,000 of outstanding junior-priority secured notes due 2023 (Cusip: 12543DAZ3) for a total consideration of $850; and

• $1,474,383,000 of outstanding senior unsecured notes due 2028 (Cusip: 12543DBE9) for a total consideration of $550.

In each case, the total consideration includes an early premium of $50 per $1,000 of notes that will be paid only to holders who tender their notes by the early deadline, 5 p.m. ET on Nov. 13.

The offer will expire at 11:59 p.m. ET on Nov. 30.

Early settlement is expected to occur on Nov. 17 and final settlement on Dec. 2.

Holders will also receive accrued interest to the relevant settlement date.

As part of the tender offer relating to the 2022 notes, the issuer is also soliciting consents from the holders to certain proposed amendments that would, among other things, eliminate substantially all restrictive covenants, certain events of default and certain other provisions.

Adoption of the proposed amendments requires the consent from at least a majority of the outstanding principal amount of 2022 notes. Each holder tendering 2022 notes will be deemed to consent to the proposed amendments, and holders of the 2022 notes may not deliver consents without tendering their notes.

The issuer expects to fund the tender offers and consent solicitation using cash on hand.

Credit Suisse Securities (USA) LLC at (800 820-1653 or 212 538-2147) is the dealer manager.

Global Bondholder Services (866 470-3800, 212 430-3774 or contact@gbsc-usa.com) is the information agent.

Community Health is a Franklin, Tenn., hospital company.

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