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Community Health Systems Announces Proposed Exchange Offer and Consent Solicitation

  • Community Health Systems, Inc. intends to commence a private exchange offer to swap approximately $1,244 million of its 6.875% Junior-Priority Secured Notes due 2029 for new 10.250% Senior Secured Notes due 2035.
  • The Issuer will solicit consent from holders of the Old Notes to amend the indenture, aiming to eliminate substantially all restrictive covenants, certain events of default, & other provisions.
  • Supporting Holders have agreed via a Support Agreement to tender approximately $643.7 million (52%) of the Old Notes prior to the Early Tender Deadline & deliver related consents.
  • Validly tendered Old Notes at or prior to 5:00 p.m. NYC time on November 23, 2026 (Early Tender Deadline) will receive $1,000 of New Notes, including a $30 Early Tender Premium.
  • Validly tendered Old Notes after the Early Tender Deadline but by 5:00 p.m. NYC time on December 10, 2026 (Expiration Date) will receive $970 of New Notes without the premium.
  • If 100% of Old Notes are not tendered, Supporting Holders will receive additional New Notes in exchange for surrendering a portion of their 6.125% Junior-Priority Secured Notes due 2030.
  • Exchanging holders will receive accrued & unpaid interest in cash from the last interest payment date to the settlement date.
  • The New Notes will pay interest semi-annually at 10.250% per annum, maturing on January 15, 2035, with interest payments starting May 15, 2027.
  • The New Notes will be senior secured, guaranteed by the Company & certain domestic subsidiaries, & secured by shared first-priority liens on existing secured note collateral & shared second-priority liens on ABL facility collateral.
  • The Issuer reserves the right to terminate, withdraw, or amend the Exchange Offer & Consent Solicitation at any time for any reason.
  • The complete terms will be detailed in an Offering Memorandum, & the offer is restricted to qualified institutional buyers in the U.S. & non-U.S. persons outside the U.S.