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 any and all of its approximately $934 million outstanding principal amount of 8⅞% Senior Notes due 2015 (CUSIP Nos. 12543DAD2/12543DAF7) (the “Notes”). In conjunction with the tender offer, the Issuer is soliciting consents to eliminate most of the covenants, certain events of default applicable to the Notes and certain other provisions contained in the indenture governing the Notes (the “Indenture”). The Issuer expects to fund the tender offer with the proceeds of new senior unsecured debt.
The tender offer is scheduled to expire at 5:00 p.m., New York City time, on August 1, 2012, unless extended or earlier terminated (the “Expiration Time”). Holders who validly tender their Notes and provide their consents to the amendments to the Indenture before 5:00 p.m., New York City time, on July 17, 2012, unless extended (the “Consent Expiration”), will be eligible to receive the Total Consideration (as defined below), which includes a consent payment. Holders whose Notes are validly tendered prior to the Consent Expiration and accepted for purchase will receive payment of the Total Consideration on the initial settlement date, which is currently expected to be July 18, 2012. Holders that validly tender their Notes after the Consent Expiration and prior to the Expiration Time will receive the Tender Offer Consideration (as defined below) promptly after the Expiration Time. Tenders of Notes may be validly withdrawn and consents may be validly revoked until the Withdrawal Time (as defined below).
The “Total Consideration” for each $1,000 principal amount of Notes validly tendered and not validly withdrawn prior to the Consent Expiration is $1,026.00, which includes a consent payment of $20.00 per $1,000 principal amount of Notes. Holders tendering after the Consent Expiration will be eligible to receive only the “Tender Offer Consideration,” which is $1,006.00 for each $1,000 principal amount of Notes validly tendered and not validly withdrawn prior to the Expiration Time. Holders will also receive accrued and unpaid interest from the last interest payment on the applicable Notes up to, but not including, the applicable settlement date for all of such Notes that we accept for purchase in the tender offer.
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