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): July 29, 2013
Health Management Associates, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-11141 | 61-0963645 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
5811 Pelican Bay Boulevard, Suite 500, Naples, Florida |
34108-2710 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (239) 598-3131
N/A
(Former name or former address, if changed since last report.)
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:
x | 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)) |
Item 1.01 Entry into a Material Definitive Agreement.
On July 29, 2013, Health Management Associates, Inc., a Delaware corporation (HMA), obtained the agreement of the requisite lenders under its Credit Agreement, dated as of November 18, 2011, among HMA, Wells Fargo Bank, National Association and the other parties thereto (the Credit Agreement) to (i) waive any default which would otherwise arise if the persons nominated by Glenview Capital Partners, L.P. and its affiliates (collectively, Glenview) in its consent solicitation statement (or any other persons nominated by Glenview) (collectively, the Glenview Nominees) are elected or appointed as directors of HMA, provided that such Glenview Nominees are approved by at least a majority of the current board of directors of HMA and (ii) make a technical clarification to the definition of Change of Control to provide that HMA may enter into a merger or similar agreement and not trigger a Change of Control event of default until the transaction contemplated by such agreement is consummated. After interviews of all of the Glenview Nominees had been conducted, the HMA Board of Directors approved the Glenview Nominees on August 1, 2013 solely for purposes of preventing a Change of Control under the indenture governing HMAs 7.375% Senior Notes due 2020 and the Credit Agreement and preventing a Fundamental Change under the terms of the indenture governing HMAs 3.75% Convertible Senior Subordinated Notes due 2028 and for no other purpose. As a result of these developments, the potential consequences of the election of Glenviews Nominees under the indentures and Credit Agreement described in HMAs consent revocation statement have been eliminated. The HMA Board of Directors continues to oppose the election of the Glenview Nominees, believes their election is not in the best interest of the HMA stockholders, and recommends that stockholders support HMAs existing board of directors.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The above disclosures in Item 1.01 are incorporated into this Item 2.03 by reference.
Important Information and Where to Find It
Community Health Systems, Inc. (CHS) intends to file with the Securities and Exchange Commission (the SEC) a registration statement on Form S-4 that will include a proxy statement of HMA and a prospectus of CHS relating to the merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHS, HMA AND THE MERGER. Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the SECs website, www.sec.gov. In addition, stockholders will be able to obtain copies of the registration statement and proxy statement/prospectus (when they become available) and other documents filed with the SEC from CHSs website at www.chs.net or and HMAs website at www.hma.com or by directing such request to CHS at 4000 Meridian Boulevard, Franklin, Tennessee 37067, Attention: Investor Relations, or to HMA at 5811 Pelican Bay Boulevard, Naples, Florida 34108, Attention: Investor Relations.
CHS, HMA and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the merger. Information regarding CHSs directors and executive officers is available in CHSs proxy statement filed with the SEC on April 5, 2013 in connection with its 2013 annual meeting of stockholders, and information regarding HMAs directors and executive officers is available in (i) HMAs proxy statement filed with the SEC on April 8, 2013 in connection with its 2013 annual meeting of stockholders and (ii) HMAs consent revocation statement filed with the SEC on July 19, 2013 in response to the consent solicitation conducted by Glenview Capital Partners, L.P. and certain of its affiliates. Other information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
HMA and its directors and executive officers also may be deemed to be participants in the solicitation of consent revocations from HMA stockholders in connection with the consent solicitation conducted by Glenview Capital Partners, L.P. and certain of its affiliates. HMA filed, on July 19, 2013, a definitive consent revocation statement with the SEC in response to the consent solicitation conducted by Glenview Capital Partners, L.P. and certain of its affiliates. HMA STOCKHOLDERS ARE URGED TO READ THE CONSENT REVOCATION STATEMENT AND ACCOMPANYING WHITE CONSENT REVOCATION CARD (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT HMA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
SIGNATURE
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.
Health Management Associates, Inc. | ||||
By: | /s/ Steven E. Clifton | |||
Name: | Steven E. Clifton | |||
Title: | Senior Vice President and General Counsel |
Date: August 2, 2013