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Long-Term Debt
3 Months Ended
Mar. 31, 2020
Long-term Debt [Abstract]  
Long-Term Debt Disclosure

6.  LONG-TERM DEBT 

Long-term debt, net of unamortized debt issuance costs and discounts or premiums, consists of the following (in millions):





 

 

 

 

 



March 31,

 

December 31,



2020

 

2019

5⅛% Senior Secured Notes due 2021

$

 -

 

$

1,000 

6⅞% Senior Notes due 2022

 

231 

 

 

231 

6¼% Senior Secured Notes due 2023

 

2,675 

 

 

3,100 

8⅝% Senior Secured Notes due 2024

 

1,033 

 

 

1,033 

6⅝% Senior Secured Notes due 2025

 

1,462 

 

 

 -

8% Senior Secured Notes due 2026

 

2,101 

 

 

2,101 

8% Senior Secured Notes due 2027

 

700 

 

 

700 

6⅞% Senior Notes due 2028

 

1,700 

 

 

1,700 

9⅞% Junior-Priority Secured Notes due 2023

 

1,770 

 

 

1,770 

8⅛% Junior-Priority Secured Notes due 2024

 

1,355 

 

 

1,355 

ABL Facility

 

380 

 

 

273 

Finance lease and financing obligations

 

290 

 

 

272 

Other

 

25 

 

 

17 

Less:  Unamortized deferred debt issuance costs and note premium

 

(167)

 

 

(147)

Total debt

 

13,555 

 

 

13,405 

Less: Current maturities

 

(30)

 

 

(20)

Total long-term debt

$

13,525 

 

$

13,385 



 

 

 

 

 

 

 



On February 6, 2020, CHS/Community Health Systems, Inc. (“CHS”) completed a private offering of $1.462 billion aggregate principal amount of 6⅝% Senior Secured Notes due February 15, 2025 (the “6⅝% Senior Secured Notes due 2025”). CHS used the net proceeds of the offering of the 6⅝% Senior Secured Notes due 2025 to (i) purchase any and all of its 5⅛% Senior Secured Notes due 2021 validly tendered and not validly withdrawn in the cash tender offer announced on January 23, 2020, (ii) redeem all of the 5⅛% Senior Secured Notes due 2021 that were not purchased pursuant to such tender offer, (iii) purchase in one or more privately negotiated transactions approximately $426 million aggregate principal amount of its 6¼% Senior Secured Notes due 2023 and (iv) pay related fees and expenses.



The 6⅝% Senior Secured Notes due 2025 bear interest at a rate of 6.625% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2020. The 6⅝% Senior Secured Notes are scheduled to mature on February 15, 2025. The 6⅝% Senior Secured Notes due 2025 are unconditionally guaranteed on a senior-priority secured basis by the Company and each of the CHS current and future domestic subsidiaries that provide guarantees under the revolving asset-based loan facility (the “ABL Facility”), any capital market debt securities of CHS (including CHS’ outstanding senior notes) and certain other long-term debt of CHS. The 6⅝% Senior Secured Notes due 2025 and the related guarantees are secured by shared (i) first-priority liens on the Non-ABL Priority Collateral and (ii) second-priority liens on the ABL Priority Collateral that secures on a first-priority basis the ABL Facility, in each case subject to permitted liens described in the indenture governing the 6⅝% Senior Secured Notes due 2025.



At any time prior to February 15, 2022, CHS may redeem some or all of the 6⅝% Senior Secured Notes due 2025 at a price equal to 100% of their principal amount plus accrued and unpaid interest, if any, to, but excluding the applicable redemption date plus a make-whole premium as defined in the indenture agreement dated February 6, 2020. After February 15, 2022, CHS is entitled, at its option, to redeem some or all of the 6⅝% Senior Secured Notes at a redemption price equal to the percentage of principal amount below plus accrued and unpaid interest, if any, to, but excluding the applicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the years set forth below: 



 

 

 



 

 

 

Period

 

Redemption Price

February 15, 2022 to February 14, 2023

 

103.313 

%

February 15, 2023 to February 14, 2024

 

101.656 

%

February 15, 2024 to February 14, 2025

 

100.000 

%



The financing and repayment transactions discussed above resulted in a pre-tax and after-tax loss from early extinguishment of debt of $4 million and $3 million, respectively, for the three months ended March 31, 2020.



At March 31, 2020, the available borrowing base under the ABL Facility was $769 million, of which the Company had outstanding borrowings of $380 million and letters of credit issued of $150 million. The issued letters of credit were primarily in support of potential insurance-related claims and certain bonds.



The ABL Facility contains customary representations and warranties, subject to limitations and exceptions, and customary covenants restricting the Company’s ability, subject to certain exceptions, to, among other things (1) declare dividends, make distributions or redeem or repurchase capital stock, (2) prepay, redeem or repurchase other debt, (3) incur liens or grant negative pledges, (4) make loans and investments and enter into acquisitions and joint ventures, (5) incur additional indebtedness or provide certain guarantees, (6) engage in mergers, acquisitions and asset sales, (7) conduct transactions with affiliates, (8) alter the nature of the Company’s, CHS’ or the guarantors’ businesses, (9) grant certain guarantees with respect to physician practices, (10) engage in sale and leaseback transactions or (11) change the Company’s fiscal year. The Company is also required to comply with a consolidated fixed coverage ratio, upon certain triggering events described below, and various affirmative covenants. The consolidated fixed coverage ratio is calculated as the ratio of (x) consolidated EBITDA (as defined in the ABL Facility) less capital expenditures to (y) the sum of consolidated interest expense (as defined in the ABL Facility), scheduled principal payments, income taxes and restricted payments made in cash or in permitted investments. For purposes of calculating the consolidated fixed charge coverage ratio, the calculation of consolidated EBITDA as defined in the ABL Facility is a trailing 12-month calculation that begins with the Company’s consolidated net income, with certain adjustments for interest, taxes, depreciation and amortization, net income attributable to noncontrolling interests, stock compensation expense, restructuring costs, and the financial impact of other non-cash or non-recurring items recorded during any such 12-month period. The consolidated fixed charge coverage ratio is a required covenant only in periods where the total borrowings outstanding under the ABL Facility reduce the amount available in the facility to less than the greater of (i) $95 million or (ii) 10% of the calculated borrowing base. As a result, in the event the Company has less than $95 million available under the ABL Facility, the Company would need to comply with the consolidated fixed charge coverage ratio. At March 31, 2020, the Company is not subject to the consolidated fixed charge coverage ratio as such triggering event had not occurred during the last twelve months ended March 31, 2020.

To limit the effect of changes in interest rates on a portion of the Company’s long-term borrowings, the Company is a party to one interest swap agreement with a notional amount of approximately $300 million as of March 31, 2020. The Company receives a variable rate of interest on this swap based on the three-month LIBOR in exchange for the payment of a fixed rate of interest. See Note 7 for additional information regarding this swap.



The Company paid interest of $264 million and $189 million on borrowings during the three months ended March 31, 2020 and 2019, respectively.