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 for up to $1.0 billion of the Issuer's approximately $2.8 billion aggregate principal amount outstanding of its 8⅞% Senior Notes due 2015 (the "Notes") on the terms and subject to the conditions set forth in the Issuer's Offer to Purchase dated November 7, 2011.
The tender offer will expire at 12:00 midnight, New York City time, on December 6, 2011 (the "Expiration Time"), unless extended or earlier terminated by the Issuer. The Issuer reserves the right to terminate, withdraw, or amend the tender offer at any time subject to applicable law.
Each holder who validly tenders its Notes on or prior to 5:00 p.m., New York City time, on November 21, 2011 (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 Notes validly tendered by such holder if such Notes are accepted for purchase pursuant to the tender offer.
Holders validly tendering, and not validly withdrawing, 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 Notes are accepted for payment in the tender offer will receive accrued and unpaid interest from and including the last interest payment date to, but not including, the applicable payment date for their Notes purchased pursuant to the tender offer. Notes tendered prior to 5:00 p.m., New York City time, on November 21, 2011 (the "Withdrawal Deadline"), may be withdrawn at any time prior to the Withdrawal Deadline. Notes tendered after the Withdrawal Deadline may not be withdrawn.
If the purchase of all validly tendered Notes would cause us to purchase a principal amount greater than the tender cap set forth above, then the tender offer will be oversubscribed and the Issuer, if it accepts Notes in the tender offer, will accept for purchase tendered Notes on a prorated basis as described in the tender offer documents. At any time after the Early Tender Deadline and prior to the Expiration Time (such time, the "Early Acceptance Time"), the Issuer may elect to accept for purchase Notes tendered prior to such Early Acceptance Time on the terms and subject to the conditions of the tender offer, including any required proration. Payment for any Notes so accepted will be made promptly after the Early Acceptance Time, which is currently expected to occur on November 22, 2011, subject to the satisfaction or waiver of the conditions to the tender offer.
The Issuer's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the tender offer is subject to the satisfaction or waiver of certain conditions described in the tender offer documents, including, among others, the Issuer or one of the Issuer's affiliates having issued not less than $1.0 billion of debt (the "New Debt") and the Issuer having sufficient available funds to pay the total consideration with respect to all Notes. The Issuer intends to finance the purchase of Notes in the tender offer and pay related fees and expenses using a combination of available cash and the proceeds from the proposed issuance of the New Debt. The complete terms and conditions of the tender offer are set forth in the tender offer documents which are being sent to holders of Notes. Holders of Notes are urged to read the tender offer documents carefully.
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