8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 28, 2019 (February 27, 2019)

COMMUNITY HEALTH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15925	13-3893191
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

4000 Meridian Boulevard

Franklin, Tennessee 37067

(Address of principal executive offices)

Registrant’s telephone number, including area code: (615) 465-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 8.01. Other Events.

On February 27, 2019, Community Health Systems, Inc. (the “Company”) announced the offering of $1.580 billion aggregate principal amount of senior secured notes due 2026 to be issued by its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”). A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On February 28, 2019, the Company announced the pricing of the previously announced offering of 8.00% senior secured notes due 2026 to be issued by the Issuer. The size of the offering was increased by approximately $21 million aggregate principal amount subsequent to the initial announcement of the offering. A copy of the press release making this announcement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

99.1	Press Release of Community Health Systems, Inc., dated February 27, 2019
99.2	Press Release of Community Health Systems, Inc., dated February 28, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COMMUNITY HEALTH SYSTEMS, INC.                          (Registrant)
Date: February 28, 2019	By:	/s/ Thomas J. Aaron
		Thomas J. Aaron Executive Vice President and Chief Financial Officer (principal executive officer)

EX-99.1

Exhibit 99.1

Investor Contacts:
Thomas J. Aaron Executive Vice President and Chief Financial Officer 615-465-7000	Ross W. Comeaux Vice President – Investor Relations 615-465-7012

COMMUNITY HEALTH SYSTEMS ANNOUNCES OFFERING

OF $1.580 BILLION OF SENIOR SECURED NOTES DUE 2026

FRANKLIN, Tenn. (February 27, 2019) – Community Health Systems, Inc. (the “Company”) (NYSE: CYH) today announced that its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”), intends to offer $1.580 billion aggregate principal amount of Senior Secured Notes due 2026 (the “New Notes”), subject to market and other conditions.

The Issuer intends to use the net proceeds of the offering to repay $1.557 billion aggregate principal amount of term loans outstanding under its Term H Facility and to pay related fees and expenses.

The New Notes will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. The New Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the New Notes will be made only by means of a private offering memorandum. This notice is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act.

Forward-Looking Statement

This press release may include information that could constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risk and uncertainties. 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, except as otherwise required by law.

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EX-99.2

Exhibit 99.2

Investor Contacts:
Thomas J. Aaron Executive Vice President and Chief Financial Officer 615-465-7000	Ross W. Comeaux Vice President – Investor Relations 615-465-7012

COMMUNITY HEALTH SYSTEMS ANNOUNCES PRICING

OF SENIOR SECURED NOTES DUE 2026

FRANKLIN, Tenn. (February 28, 2019) – Community Health Systems, Inc. (the “Company”) (NYSE: CYH) today announced that its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”), has priced an offering of approximately $1.601 billion aggregate principal amount of its 8.00% Senior Secured Notes due 2026 (the “New Notes”). The size of the offering was increased by approximately $21 million aggregate principal amount subsequent to the initial announcement of the offering.

The sale of the New Notes is expected to be consummated on or about March 6, 2019, subject to customary closing conditions. The Issuer intends to use the net proceeds of the offering to repay $1.557 billion aggregate principal amount of term loans outstanding under its Term H Facility and to pay related fees and expenses.

The New Notes are being offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. The New Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the New Notes will be made only by means of a private offering memorandum. This notice is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act.

Forward-Looking Statements

This press release may include information that could constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risk and uncertainties. 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, except as otherwise required by law.

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