Community Health Systems, Inc. (the “Company”) (NYSE: CYH) announced today that it has determined the tender offer yield for its outstanding tender offer and consent solicitation (the “Offer”) for any and all of its outstanding 6½% Senior Subordinated Notes due 2012 (the “Notes”). The tender offer yield for the Notes tendered and accepted will be 5.499% and was determined as of 10:00 a.m. New York City time, on July 16, 2007, by reference to a fixed spread of 50 basis points over the yield of 4.999% of the 3⅜% U.S. Treasury Note due December 15, 2008 (as reported by Bloomberg Government Pricing Monitor on “Page PX4”), as determined pursuant to the Offer to Purchase and Consent Solicitation Statement, dated May 31, 2007.
Assuming an early settlement date of July 25, 2007, the total consideration for each $1,000 principal amount of Notes validly tendered and not validly withdrawn prior to June 13, 2007 (the “Consent Date”), is $1,043.28, which includes a consent payment of $30 per $1,000 principal amount of the Notes. Holders who have tendered or will validly tender their Notes after the Consent Date but at or prior to 12:00 midnight July 30, 2007 (the “Expiration Date”) will not be eligible to receive the $30 per $1,000 principal amount consent payment. The Company reserves the right to terminate, withdraw or amend the Offer at any time subject to applicable law.
As of 5:00 p.m., New York City time, on July 16, 2007, the Company had received tenders and consents from holders of approximately $299.9 million in aggregate principal amount of the Notes, representing approximately 99.99% of the total outstanding principal amount of the Notes. Notes previously tendered may not be validly withdrawn, except under very limited circumstances.
The Company has reserved the right to accept for purchase at any time following the Consent Date but prior to the Expiration Date (the “Early Acceptance Time”) all Notes then validly tendered. If the Company elects to exercise this option, it will pay for such Notes on a date promptly following the Early Acceptance Time.
The Company’s obligation to accept for purchase, and to pay for, Notes validly tendered and not withdrawn pursuant to the Offer is subject to the satisfaction or waiver of certain conditions, including, among others, the satisfaction of all conditions to the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 30, 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 previously announced extensions of the price determination date and expiration date of the Offer, 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 Offer. 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 Offer, at (800) 769-7666 (toll free) or (212) 269-5550 (collect).
The Offer 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.