Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 7, 2017

 

 

COMMUNITY HEALTH SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-15925   13-3893191

(State or Other Jurisdiction

of Incorporation)

  

(Commission

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))

 

 

 

Item 8.01 Other Events.

On March 7, 2017, Community Health Systems, Inc. (the “Company”), its wholly-owned subsidiary CHS/Community Health Systems, Inc. (the “Issuer”) and certain of their subsidiaries, as guarantors, entered into an underwriting agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC, as representative of the several underwriters listed on Schedule A thereto, with respect to the Issuer’s issuance and sale of $2,200,000,000 aggregate principle amount of its 6.250% Senior Secured Notes due 2023 (the “Notes”). The offering is being made pursuant to an effective registration statement on Form S-3 filed by the Company, the Issuer and the other guarantors of the Notes with the Securities and Exchange Commission (the “Commission”) on May 6, 2015 (No. 333-203918) and Post-Effective Amendment No. 1 thereto filed with the Commission on March 3, 2017. The Underwriting Agreement is being filed as Exhibit 1.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

   

Description

1.1    Underwriting Agreement, dated as of March 7, 2017, by and among the Company, the Issuer, the guarantors party thereto and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters listed on Schedule A thereto

SIGNATURES

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.

 

Date: March 7, 2017     Community Health Systems, Inc.
      (Registrant)
    By:   /s/ W. Larry Cash
      W. Larry Cash
     

President of Financial Services, Chief Financial Officer

and Director (principal financial officer)

Exhibit Index

 

Exhibit No.

   

Description

1.1    Underwriting Agreement, dated as of March 7, 2017, by and among the Company, the Issuer, the guarantors party thereto and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters listed on Schedule A thereto