CYH Community Health Systems

Filed: 4 May 21, 7:41am





Washington D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 4, 2021




(Exact name of registrant as specified in its charter)




Delaware 001-15925 13-3893191
(State or other jurisdiction of
incorporation or organization)
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




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 May 4, 2021, Community Health Systems, Inc. (the “Company”) announced the offering of $1,440 million aggregate principal amount of Junior-Priority Secured Notes due 2030 to be issued by its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”). A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In addition, on May 4, 2021, the Issuer delivered to the trustee for delivery to holders of its 8.125% Junior-Priority Secured Notes due 2024 (the “2024 Notes”) a notice of conditional redemption to redeem on May 19, 2021 (the “Redemption Date”) all of the 2024 Notes that remain outstanding at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, plus a “make-whole” premium as described in the indenture governing the 2024 Notes. The redemption of the 2024 Notes is conditioned upon the Issuer having completed, after May 4, 2021 and on or prior to the Redemption Date, a debt financing on terms and conditions satisfactory to the Issuer yielding gross proceeds of at least $1,440 million.


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 May 4, 2021
104  Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.



/s/ Kevin J. Hammons

   Kevin J. Hammons
   President and Chief Financial Officer (principal financial officer)