A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.
aggregate principal amountfinancial
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
prorationfinancial
Proration is the method of dividing a limited quantity—such as shares in an offering, dividends, or rights—among claimants when demand exceeds supply, so each participant receives a proportional slice rather than the full amount requested. It matters to investors because proration determines how many shares or what portion of a payout they actually receive, which affects portfolio size, cash needs, and the expected return; think of it as splitting a pie fairly when more people want a piece than there are slices.
dealer managerfinancial
A dealer manager is a financial firm — often a broker-dealer or investment bank — that organizes, markets and coordinates the sale of a new securities offering (such as bonds or structured products) to other brokers and investors. Think of it as the project manager and sales team for the deal: its pricing choices, marketing reach and allocation decisions influence how widely the issue is distributed, how competitively it is priced, and how easy it is for investors to buy or sell afterward.
offer to purchasefinancial
An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.
early settlement datefinancial
An early settlement date is the new, earlier day when a financial obligation — such as the delivery of shares, payment for a bond, or completion of a corporate action — is completed sooner than originally scheduled. It matters to investors because receiving cash or assets earlier changes cash flow timing, reinvestment opportunities, tax reporting and short-term risk exposure, like getting a paycheck a week early or having a bill paid ahead of schedule.
tender capfinancial
A tender cap is the maximum number of shares or maximum total value a buyer will accept in a tender offer, essentially a limit on how much stock the bidder is willing to buy. It matters to investors because if more shares are tendered than the cap allows, the buyer will scale back purchases proportionally, like selling a fixed number of tickets when demand is higher than supply, which affects how many shares each holder can sell and the likely outcome of the offer.
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FRANKLIN, Tenn.--(BUSINESS WIRE)--
Community Health Systems, Inc. (the “Company”) (NYSE: CYH) today announced certain matters with respect to its cash tender offer previously announced on April 22, 2026 (as it may be amended from time to time, the “Tender Offer”) by its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”), to purchase for cash up to $600,000,000 aggregate purchase price (exclusive of accrued and unpaid interest, the “Aggregate Maximum Purchase Amount”) of (i) its outstanding 4.750% Senior Secured Notes due 2031 (the “2031 Notes”) and (ii) its outstanding 10.875% Senior Secured Notes due 2032 (the “2032 Notes” and, together with the 2031 Notes, the “Notes”), subject to possible proration and other terms and conditions set forth in the Offer to Purchase (as defined below). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase dated April 22, 2026 (the “Offer to Purchase”) with respect to the Tender Offer.
As of the Early Tender Date for the Tender Offer, $994,822,000 aggregate principal amount of the 2031 Notes (94.05%) were validly tendered and not validly withdrawn, and $822,029,000 aggregate principal amount of the 2032 Notes (46.18%) were validly tendered and not validly withdrawn.
Based upon the aggregate principal amount of 2031 Notes that were validly tendered and not validly withdrawn as of the Early Tender Date, the proration factor with respect to the 2031 Notes is approximately 37.07%. Based upon the aggregate principal amount of 2032 Notes that were validly tendered and not validly withdrawn as of the Early Tender Date, the proration factor with respect to the 2032 Notes is approximately 28.14%.
As a result, (i) $368,421,000 aggregate principal amount of the 2031 Notes that were validly tendered and not validly withdrawn at or before the Early Tender Date will be accepted for purchase by the Issuer on the Early Settlement Date, and (ii) $230,946,000 aggregate principal amount of the 2032 Notes that were validly tendered and not validly withdrawn at or before the Early Tender Date will be accepted for purchase by the Issuer on the Early Settlement Date. All such Notes that have been accepted will be settled on the Early Settlement Date in accordance with the terms of the Tender Offer as set forth in the Offer to Purchase, including proration with respect to both the 2031 Notes and 2032 Notes. The Issuer expects such Early Settlement Date to be May 7, 2026.
Any Notes tendered but not accepted for purchase in the Tender Offer will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company and otherwise returned in accordance with the Offer to Purchase.
On the Early Settlement Date, the aggregate total purchase price payable under the Offer to Purchase for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase will have reached the Aggregate Maximum Purchase Amount, the 2031 Tender Cap with respect to the 2031 Notes and the 2032 Tender Cap with respect to the 2032 Notes. As a result of the amount of 2031 Notes and 2032 Notes accepted for purchase on the Early Settlement Date, no Notes tendered after the Early Tender Date will, under the terms of the Offer to Purchase, be accepted for payment unless, in the Issuer’s sole and absolute discretion, the terms of the Tender Offer are amended or waived by the Issuer to permit further purchases of the 2031 Notes or 2032 Notes. There can be no assurance that the Issuer will amend or waive any terms of the Tender Offer to accept any Notes tendered after the Early Tender Date or amend the Tender Offer in any other respect.
Except as expressly set forth herein, the terms and conditions with respect to the Tender Offer are as set forth in the Offer to Purchase, subject to the Issuer’s right to waive, amend or terminate any provisions of the Tender Offer, in the Issuer’s sole and absolute discretion.
The obligation of the Issuer to accept for purchase, and to pay for, Notes validly tendered pursuant to the Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase, in the sole and absolute discretion of the Issuer.
The Issuer has retained UBS Investment Bank to act as the dealer manager in connection with the Tender Offer. Questions about the Tender Offer may be directed to UBS Investment Bank at (212) 882-5723 (Collect), (833) 690-0971 (Toll-Free) or by email at americas-lm@ubs.com. Copies of the Offer to Purchase may be obtained by contacting Global Bondholder Services Corporation at (855) 654 2014 or by email at contact@gbsc-usa.com.
This notice does not constitute or form part of any offer or invitation to purchase or sell, or any solicitation of any offer to sell or purchase, the Notes or any other securities in the United States or any other jurisdiction, and neither this notice nor any part of it, nor the fact of its release, shall form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer is made only by and pursuant to the terms and conditions of the Offer to Purchase and the information in this notice is qualified by reference to the Offer to Purchase.
This announcement does not constitute an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made by the dealer manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
Forward-Looking Statements
This press release may include information that could constitute forward-looking statements. These statements involve risk and uncertainties. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.
