UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
November 9, 2010 (November 5, 2010)
Date of Report (date of earliest event reported)
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of Registrant as specified in charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-15925
(Commission File Number)
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13-3893191
(I.R.S. 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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (l7 CFR 240.13e-4(c))
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
On November 5, 2010, Community Health Systems, Inc. (the “Company”) and its wholly-owned subsidiary
CHS/Community Health Systems, Inc. (the “Borrower”) entered into an amendment and restatement (the
“Amendment”) of their existing credit agreement, dated as of July 25, 2007, among the Company, the
Borrower, the lenders party thereto and Credit Suisse AG, as administrative agent and collateral
agent (as amended and restated, the “Credit Agreement”).
The
Amendment extends by two and a half years (until January 25,
2017, subject to customary acceleration events) the maturity date of $1.5
billion of the existing term loans under the Credit Agreement of lenders who elected to extend or,
if more than $50,000,000 of the Borrower’s 8.875% Senior Notes due 2015 are outstanding on April
15, 2015, until April 15, 2015. The maturity date (July 25, 2014) of the balance of the term
loans, approximately $4.5 billion, is unchanged by the Amendment. The Amendment increases the
pricing on the extended term loans to LIBOR + 350 basis points.
The Amendment increases the Borrower’s ability to issue additional indebtedness under the
uncommitted incremental facility to $1,000,000,000 from $600,000,000 and permits the Borrower to
issue Term A term loans under the incremental facility. The Amendment also includes changes to
certain covenants, including permitting the Borrower to incur or assume additional secured
indebtedness on a pari passu basis with the Credit Agreement, provided that a required ratio of
aggregate secured indebtedness to consolidated EBITDA is met.
The
Amendment was effected pursuant to the terms of an amendment and
restatement agreement, dated as of November 5, 2010 (the
“Amendment and Restatement Agreement”), among the Borrower,
the Company, certain of the Borrower’s subsidiaries acting as
guarantors, the lenders party thereto and Credit Suisse AG, as
administrative agent and collateral agent. In connection with the Amendment, on November 5, 2010, the Company and the Borrower entered into
an amendment and restatement of their existing guarantee and collateral agreement, dated as of July
25, 2007, among the Borrower, the Company, certain of the Borrower’s subsidiaries acting as
guarantors and Credit Suisse AG, as collateral agent (as amended and restated, the “Guarantee and
Collateral Agreement”) in order to, among other things, conform the terms of the prior guarantee
and collateral agreement to the terms of the Credit Agreement.
The
foregoing summary of the Amendment and Restatement Agreement, the
Credit Agreement and the Guarantee and
Collateral Agreement and the
transactions contemplated thereby does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the Amendment and Restatement
Agreement, the Credit Agreement and the Guarantee and Collateral
Agreement which are
filed as Exhibit 10.1 Exhibit 10.2 and Exhibit 10.3, respectively, hereto and incorporated
into this report by reference.
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| Item 2.03. |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant. |
The disclosures under Item 1.01 of this report are also responsive to Item 2.03 of this report
and are incorporated by reference into this Item 2.03.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit No. |
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Description |
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10.1 |
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Amendment
and Restatement Agreement, dated as of November 5, 2010, to the
Credit Agreement dated as of July 25, 2007, among CHS/Community Health Systems, Inc., Community
Health Systems, Inc., the subsidiaries of CHS/Community Health
Systems, Inc. party thereto, the lenders party thereto and Credit
Suisse AG, as Administrative Agent and Collateral Agent. |