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): January 26, 2021

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CYH	New York Stock Exchange

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

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 January 26, 2021, Community Health Systems, Inc. announced the pricing of the previously announced offering (the “Notes Offering”) of $1,095 million aggregate principal amount of 4.750% Senior Secured Notes due 2031 to be issued by its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”). A copy of the press release making these announcements is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In addition, on January 26, 2021, the Issuer delivered to the trustee for delivery to the holders of the 8.625% Senior Secured Notes due 2024 (the “2024 Notes”) a conditional notice of redemption to redeem on February 11, 2021 (the “Redemption Date”) all of the 2024 Notes that remain outstanding at a redemption price equal to 104.313% of the principal amount thereof plus accrued and unpaid interest to, but not including, the Redemption Date. The redemption is conditioned upon the Issuer having completed a debt financing on terms and conditions satisfactory to it yielding net cash proceeds of at least $1,078 million. The Issuer expects such condition to be satisfied upon closing of the Notes Offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed herewith:

99.1	Press Release of Community Health Systems, Inc., dated January 26, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: January 26, 2021	COMMUNITY HEALTH SYSTEMS, INC.           (Registrant)
	By:	/s/ Kevin J. Hammons
		Kevin J. Hammons Executive Vice President and Chief Financial Officer (principal financial officer)

EX-99.1

Exhibit 99.1

COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES PRICING

OF SENIOR SECURED NOTES DUE 2031

FRANKLIN, Tenn. (January 26, 2021) – 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 $1.095 billion aggregate principal amount of its 4.750% Senior Secured Notes due 2031 (the “Notes”) (the “Notes Offering”). The sale of the Notes is expected to be consummated on or about February 9, 2021, subject to customary closing conditions.

The Issuer intends to use the net proceeds of the Notes Offering, together with cash on hand, to redeem all of its outstanding 8.625% Senior Secured Notes due 2024 (the “2024 Notes”) and to pay related fees and expenses.

The Notes are being offered in the United States to persons reasonably believed to be 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 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 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.

Investor Contacts:   Kevin J. Hammons, 615-465 7000 Executive Vice President and Chief Financial Officer or Ross W. Comeaux, 615-465-7012 Vice President – Investor Relations Media Contact:   Tomi Galin, 615-628-6607 Senior Vice President, Corporate Communications, Marketing and Public Affairs

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XML

Document and Entity Information	Jan. 26, 2021
Cover [Abstract]
Entity Registrant Name	COMMUNITY HEALTH SYSTEMS INC
Amendment Flag	false
Entity Central Index Key	0001108109
Document Type	8-K
Document Period End Date	Jan. 26, 2021
Entity Incorporation State Country Code	DE
Entity File Number	001-15925
Entity Tax Identification Number	13-3893191
Entity Address, Address Line One	4000 Meridian Boulevard
Entity Address, City or Town	Franklin
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37067
City Area Code	(615)
Local Phone Number	465-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	CYH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false