Community Health Systems, Inc. (the “Company”) (NYSE: CYH) today announced that its wholly-owned subsidiary, FWCT-2 Escrow Corporation (the “Escrow Issuer”), intends to offer $1.705 billion aggregate principal amount of Senior Secured Notes due 2021 (the “Secured Notes”) and $2.875 billion of Senior Notes due 2022 (the “Unsecured Notes”, and together with the Secured Notes, the “New Notes”), subject to market and other conditions. This offering is part of the financing for the proposed acquisition (the “Merger”) of Health Management Associates, Inc. by the Company. Upon consummation of the Merger, the Escrow Issuer will merge (the “Escrow Merger”) with and into CHS/Community Health Systems, Inc., a wholly-owned subsidiary of the Company (the “Issuer”), and the Issuer will assume the obligations of the Escrow Issuer under the New Notes, the related indentures and the other applicable documents by operation of law.
Upon consummation of the Escrow Merger, (i) the Unsecured Notes will be senior unsecured obligations of the Issuer and will be guaranteed on a senior basis by the Company and by certain of the Issuer’s and the Company’s domestic subsidiaries and (ii) the Secured Notes will be senior secured obligations of the Issuer and will be guaranteed on a senior secured basis by the Company and by certain of the Company’s domestic subsidiaries.
The Company intends to use the net proceeds of the offering, together with new borrowings under the Company’s senior secured credit facilities, to fund the cash consideration for the Merger and the transactions related thereto, to pay fees and expenses and for general corporate purposes.
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.