[8-K] Community Health Systems, Inc. Reports Material Event

Rhea-AI Filing Summary

On August 12, 2025, CHS/Community Health Systems, Inc. completed an offering of $1,790,000,000 aggregate principal amount of 9.750% Senior Secured Notes due 2034 under an indenture dated August 12, 2025. The Notes pay interest at 9.750% per year, payable semi-annually on March 15 and September 15 beginning March 15, 2026, and mature on January 15, 2034.

The Notes are unconditionally guaranteed on a senior-priority secured basis by the Company and specified domestic subsidiaries and are secured by first-priority liens on Non-ABL Priority Collateral and second-priority liens on ABL-Priority Collateral. The Notes are subject to three intercreditor agreements that limit actions by the Collateral Agent and the Indenture contains covenants restricting new indebtedness, dividends, certain investments, liens, asset sales, transfers of assets and certain affiliate transactions, as well as customary events of default.

The Issuer used the net proceeds of the Notes Offering, together with cash on hand, to repurchase $1,735,362,000 aggregate principal amount of its 5.625% Senior Secured Notes due 2027 that were validly tendered by the early tender deadline, leaving $21,638,000 of 2027 Notes outstanding; the Issuer intends to refinance the remainder through the Tender Offer or a redemption.

Insights

Debt Capital Markets Analyst

TL;DR: Issuance refinances near-term 2027 notes and extends funded maturities to 2034 with $1.79B of secured paper at 9.75%.

The company completed a $1,790,000,000 offering of 9.750% Senior Secured Notes due 2034 and used proceeds plus cash to repurchase $1,735,362,000 of its 5.625% 2027 notes that were validly tendered. The structure includes senior-priority guarantees and first- and second-priority liens across defined collateral pools and is governed by three intercreditor agreements. Redemption mechanics permit make-whole redemption prior to August 15, 2028 and other scheduled call windows. From a capital markets perspective, the transaction materially extends the maturity profile while preserving secured creditor priority, but it also introduces fixed high-coupon interest obligations that will affect future cash interest requirements.

Credit Risk Analyst

TL;DR: Notes carry a high 9.75% coupon and impose secured lien complexity plus covenants that constrain flexibility and increase fixed interest burden.

The 9.750% coupon level is explicit in the indenture terms and will create substantial fixed interest expense relative to lower-coupon debt. The Indenture contains covenants limiting additional indebtedness, dividends, investments, lien creation, asset sales and certain affiliate transactions, and the three intercreditor agreements restrict Collateral Agent actions. These features increase creditor protections but also restrict the Company’s operational and financing flexibility, with potential implications for coverage metrics and covenant compliance under stress scenarios.

8-K Event Classification

4 items: 1.01, 2.03, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 08/12/2025 - 05:22 PM Learn about SEC filing dates

COMMUNITY HEALTH SYSTEMS INC false 0001108109 0001108109 2025-08-11 2025-08-11

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

Date of Report (date of earliest event reported): August 12, 2025 (August 11, 2025)

COMMUNITY HEALTH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-15925		13-3893191
(State or other jurisdiction of incorporation or organization)		(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		CYH		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

On August 12, 2025, CHS/Community Health Systems, Inc. (the “Issuer”), a direct, wholly owned subsidiary of Community Health Systems, Inc. (the “Company”), completed its previously announced offering (the “Notes Offering”) of $1,790,000,000 aggregate principal amount of its 9.750% Senior Secured Notes due 2034 (the “Notes”). The terms of the Notes are governed by an indenture, dated as of August 12, 2025, among the Issuer, the Company, the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee and as collateral agent (the “Collateral Agent”) (the “Indenture”).

The Notes bear interest at a rate of 9.750% per year payable semi-annually in arrears on March 15 and September 15 of each year (and January 15, 2034, the maturity date), commencing on March 15, 2026.

The Notes are unconditionally guaranteed on a senior-priority secured basis by the Company and each of the Issuer’s current and future domestic subsidiaries that provide guarantees under the Issuer’s ABL facility (the “ABL Facility”), any capital market debt securities of the Issuer (including the Issuer’s outstanding senior notes) and certain other long-term debt of the Issuer and the guarantors.

The Notes and the guarantees are secured by (i) first-priority liens on the collateral (the “Non-ABL Priority Collateral”) that also secures on a first-priority basis the Issuer’s existing senior-priority secured notes (the “Existing Senior-Priority Secured Notes”) and (ii) second-priority liens on the collateral (the “ABL-Priority Collateral” and together with the Non-ABL Priority Collateral, the “Collateral”) that secures on a first-priority basis the ABL Facility (and also secures on a second-priority basis the Existing Senior-Priority Secured Notes), in each case subject to permitted liens described in the Indenture. The Notes are subject to the terms of three intercreditor agreements: (1) the intercreditor agreement which governs the relative rights of the secured parties in respect of the ABL Facility, the Existing Senior-Priority Secured Notes, the Issuer’s existing junior-priority secured notes (the “Existing Junior-Priority Secured Notes”) and the Notes (the “ABL Intercreditor Agreement”), (2) the intercreditor agreement which governs the relative rights of the secured parties in respect of the Existing Senior-Priority Secured Notes, the Existing Junior-Priority Secured Notes and the Notes (the “Senior-Junior Intercreditor Agreement”) and (3) the intercreditor agreement which governs the relative rights of holders of the Notes, holders of the Existing Senior-Priority Secured Notes and holders of any future obligations secured on a pari passu basis with the Notes (the “Pari Passu Intercreditor Agreement” and, together with the ABL Intercreditor Agreement and the Senior-Junior Intercreditor Agreement, the “Intercreditor Agreements”). Each of the Intercreditor Agreements restricts the actions permitted to be taken by the Collateral Agent with respect to the Collateral on behalf of the holders of the Notes.

At any time prior to August 15, 2028, the Issuer may redeem some or all of the Notes at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date plus a “make-whole” premium, as described in the Indenture. On or after August 15, 2028, the Issuer may redeem some or all of the Notes at any time and from time to time at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time prior to August 15, 2028, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings at the redemption price set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time prior to August 15, 2028, the Issuer may redeem up to 10% of the original aggregate principal amount of the Notes (including any additional Notes) during any twelve-month period at a price equal to 103% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

If the Company or the Issuer experiences a Change of Control (as defined in the Indenture), the Issuer is required to offer to repurchase the Notes at 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

The Indenture contains covenants that, among other things, limit the Issuer’s ability and the ability of its restricted subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other restricted payments, make certain investments, incur restrictions on the ability of the Issuer’s restricted subsidiaries that are not guarantors to pay dividends or make certain other payments, create or incur certain liens, sell assets and subsidiary stock, impair the security interests, transfer all or substantially all of the Issuer’s assets or enter into merger or consolidation transactions, and enter into transactions with affiliates. The Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest, breach of other agreements in the Indenture, failure to pay certain other indebtedness, failure to pay certain final judgments, failure of certain guarantees to be enforceable, failure to perfect certain collateral securing the Notes issued pursuant to the Indenture and certain events of bankruptcy or insolvency.

The foregoing summary and description of the Indenture and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Indenture, which is filed as Exhibit 4.1 hereto and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligations or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 8.01. Other Events.

On August 11, 2025, the Company issued a press release announcing the early tender results of its previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 5.625% Senior Secured Notes due 2027 (the “2027 Notes”). As of 5:00 p.m., New York City time, on August 8, 2025 (the “Early Tender Deadline”), $1,735,362,000 in aggregate principal amount of the outstanding 2027 Notes had been validly tendered and not validly withdrawn. A copy of the press release issued by the Company announcing the early tender results is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In addition, on August 11, 2025, the Company issued a press release announcing the consideration payable in respect of the Tender Offer. A copy of the Company’s press release announcing the Tender Offer consideration is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

On August 12, 2025, the Issuer used the net proceeds of the Notes Offering, together with cash on hand, to repurchase all 2027 Notes that been validly tendered and not validly withdrawn at the Early Tender Deadline, after which $21,638,000 aggregate principal amount of 2027 Notes remains outstanding. The Issuer intends to refinance the remaining 2027 Notes through the Tender Offer or, if applicable, a redemption.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

4.1		Indenture, dated as of August 12, 2025, among CHS/Community Health Systems, Inc., Community Health Systems, Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent, relating to the 9.750% Senior Secured Notes due 2034.
99.1		Press Release of Community Health Systems, Inc., dated August 11, 2025.
99.2		Press Release of Community Health Systems, Inc., dated August 11, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: August 12, 2025				COMMUNITY HEALTH SYSTEMS, INC.   (Registrant)
				By:		/s/ Kevin J. Hammons
						Kevin J. Hammons
						President and Chief Financial Officer (principal financial officer)