Community Health Systems, Inc. (the “Company”) (NYSE: CYH) announced today, in connection with its cash tender offer and consent solicitation (the “Offer”) for any and all of its outstanding $300 million aggregate principal amount of 6-1/2% Senior Subordinated Notes due 2012 (the “Notes”), that as of 5:00 p.m., New York City time, on June 13, 2007, (the "Consent Payment Deadline"), which was the deadline for holders to tender their Notes in order to receive the consent payment in connection with the Offer, it had received tenders and consents from holders of approximately $299.97 million in aggregate principal amount of the Notes, representing approximately 99.99% of the total outstanding principal amount of the Notes, and representing the requisite number of consents to adopt the proposed amendments to the Notes and the indenture governing the Notes. Notes tendered and consents delivered prior to or after the Consent Payment Deadline may not be validly withdrawn or revoked, except under very limited circumstances.
The Company expects to execute a supplemental indenture to the indenture governing the Notes in connection with the delivery of the consents. When executed, the supplemental indenture will be effective, but the amendments to the indenture and the Notes will not become operative unless and until the conditions to the Offer have been satisfied or waived by the Company and the Company has accepted for purchase tendered Notes. If the Offer is terminated or withdrawn, or the Notes are not accepted for purchase for any reason, the indenture will remain in effect in its present form.
The Company’s obligation to accept for purchase, and to pay for, Notes validly tendered and not withdrawn pursuant to the Offer is subject to the satisfaction or waiver of certain conditions, including, among others, the satisfaction of all conditions to the consummation of the merger under the previously announced merger agreement among the Company, Triad Hospitals, Inc. and FWCT-1 Acquisition Corporation, the Company or one of the Company’s affiliates having issued up to $3.365 billion of debt, the Company having sufficient available funds to pay the total consideration with respect to all Notes and the receipt of sufficient consents with respect to the proposed amendments to the indenture and the Notes.
The Offer will expire at 12:00 midnight, New York City time, on July 10, 2007, unless further extended or earlier terminated by the Company. The Company reserves the right to terminate, withdraw or amend the Offer at any time subject to applicable law. Except for the extension described above, the complete terms and conditions of the Offer are set forth in the tender offer documents which have been sent to holders of Notes. Holders are urged to read the tender offer documents carefully.
The Company has retained Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Wachovia Securities to act as Dealer Managers in connection with the tender offer and consent solicitation. Questions about the tender offer and consent solicitation may be directed to Credit Suisse at (212) 325-7596 (collect) or Wachovia Securities at (866) 309-6316 (toll free) or (704) 715-8341 (collect). Copies of the tender offer documents and other related documents may be obtained from D.F. King & Co., Inc., the information agent for the tender offer and consent solicitation, at (800) 769-7666 (toll free) or (212) 269-5550 (collect).
The tender offer and consent solicitation is being made solely by means of the tender offer documents. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of the Company or any other person, nor shall there be any offer or sale of any Notes or other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release also is not a solicitation of consents to the proposed amendments to the indenture and the Notes. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent.
Located in the Nashville, Tennessee suburb of Franklin, Community Health Systems, Inc. is a leading operator of general acute care hospitals in non-urban communities throughout the country. Through its subsidiaries, the company currently owns, leases or operates 80 hospitals in 23 states. Its hospitals offer a broad range of inpatient medical and surgical services, outpatient treatment and skilled nursing care. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.”
Statements contained in this press release which are not historical facts are forward-looking statements as the term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of words such as “expects,”“plans,” “estimates,”“projects,” “intends,”“believes,” “guidance,” and similar expressions that do not relate to historical matters. These forward-looking statements are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated, due to a number of factors which include, but are not limited to, downturns in economic and market conditions, risks related to the completion of pending transactions, including the acquisition of Triad Hospitals, Inc. (“Triad”) and the obtaining of all anticipated debt financing in connection with such transactions, and the integration of Triad with our existing business, increases in interest rates and operating costs, general volatility of the capital markets, our ability to access the capital markets, changes in the competitive environment in our industry and the markets where we invest, and other risk factors discussed in the Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q and other documents filed by the Company with the Securities and Exchange Commission from time to time. All forward-looking statements in this press release are made as of today, based upon information known to management as of the date hereof, and the Company assumes no obligation to update or revise any of its forward-looking statements even if experience or future changes show that indicated results or events will not be realized.