Community Health Systems (NYSE: CYH) to divest four Arkansas hospitals
Rhea-AI Filing Summary
Community Health Systems, Inc. entered into a definitive asset purchase agreement for a subsidiary to sell substantially all assets and certain liabilities of four Arkansas hospitals and related outpatient centers and practices to Freeman Health System. The facilities include 128-bed Northwest Medical Center – Bentonville, 222-bed Northwest Medical Center – Springdale, 64-bed Northwest Medical Center – Willow Creek Women’s Hospital, and 73-bed Siloam Springs Regional Hospital.
The total purchase price is $112 million, subject to adjustments based on closing net working capital and the amount of finance leases assumed by the buyer. Closing is expected in the second quarter of 2026, subject to customary regulatory approvals and other closing conditions, and the agreement can be terminated if the transaction is not completed on or before August 1, 2026. At closing, the parties expect to enter transition services agreements so CHS can provide information technology and operational support for a period of time. The company notes these hospitals were among potential divestitures previously discussed in its 2025 year-end communications.
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Insights
CHS is monetizing four Arkansas hospitals for
Community Health Systems agreed to sell substantially all assets of four Arkansas hospitals and related sites to Freeman Health System for a cash purchase price of
The agreement includes customary representations, warranties, covenants and indemnities, with closing contingent on specified conditions and customary regulatory approvals. There is a long-stop date allowing either party to terminate if the transaction is not completed on or before
At closing, the parties expect to sign transition services agreements for information technology and operational support, which means CHS will remain involved for a period post-closing. The financial and strategic impact will depend on how this divestiture interacts with CHS’s broader portfolio of 65 affiliated hospitals and more than 900 sites of care, as referenced in its company overview.
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
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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).
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Item 1.01 Entry into a Material Definitive Agreement.
On March 5, 2026, CHS/Community Health Systems, Inc. (“CHS”), a wholly-owned subsidiary of Community Health Systems, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Freeman-Oak Hill Health System, d/b/a Freeman Health System (the “Purchaser”). Pursuant to the Purchase Agreement, and subject to the terms and conditions set forth therein, Purchaser has agreed to acquire substantially all of the assets, and assume certain liabilities, from certain subsidiaries of CHS related to (i) Northwest Medical Center - Bentonville in Bentonville, Arkansas, (ii) Northwest Medical Center - Springdale in Springdale, Arkansas, (iii) Northwest Medical Center - Willow Creek Women’s Hospital in Johnson, Arkansas, and (iv) Siloam Springs Regional Hospital in Siloam Springs, Arkansas, and related businesses (the transactions contemplated by the Purchase Agreement, the “Transaction”). The total purchase price payable by Purchaser to CHS at the closing of the Transaction is $112 million, subject to certain adjustments based on closing net working capital and the amount of finance leases assumed by the Purchaser.
The Purchase Agreement contains various representations, warranties and covenants made by the parties. The Purchase Agreement also provides for indemnification by the parties with respect to breaches of representations, warranties and covenants by such parties, as well as with respect to certain other indemnifiable matters specified in the Purchase Agreement.
The closing of the Transaction is subject to the satisfaction or waiver of certain closing conditions set forth in the Purchase Agreement. Consummation of the Transaction is expected to occur in the second quarter of 2026.
The Purchase Agreement may be terminated by either party under certain circumstances set forth in the Purchase Agreement, including if the Transaction is not consummated on or before August 1, 2026.
The Purchase Agreement provides that, at closing, the parties, and/or their respective affiliates, would enter into certain ancillary agreements, including one or more transition services agreements (the “Transition Services Agreements”) under which CHS and/or its affiliate(s) would provide certain information technology and operational transition services to Purchaser for a period of time following the closing.
The foregoing summary of the Transaction and the terms and conditions of the Purchase Agreement is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The representations, warranties, and covenants contained in the Purchase Agreement were made solely for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may have been qualified in the Purchase Agreement by confidential disclosure schedules (which disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the Purchase Agreement), may be subject to limitations and contractual risk allocation mechanisms agreed upon by the parties to the Purchase Agreement, and may be subject to standards of materiality that differ from what an investor may view as material, and thus should not be relied upon as necessarily reflecting the actual state of facts or conditions.
Item 8.01 Other Events.
On March 5, 2026, the Company issued a press release announcing the entry of the parties into the Purchase Agreement. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 that involve risk and uncertainties. These forward-looking statements are based on the Company’s current beliefs, understandings and expectations. These forward-looking statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied include: (i) the parties to the Purchase Agreement may be unable to complete the Transaction in a timely manner or at all, because, among other reasons, conditions to the closing of the Transaction set forth in the Purchase Agreement may not be satisfied or waived; (ii) uncertainty as to the timing of completion of the Transaction; (iii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Purchase Agreement; (iv) risks related to disruption of management’s attention from the Company’s ongoing business operations; (v) the outcome of any legal proceedings to the extent initiated against the parties to the Purchase Agreement or otherwise related to the Transaction; (vi) post-closing risks related to the Transition Services Agreements and other ancillary agreements to be entered into at closing as noted above; and (vii) the ability of the Company to execute on its strategy and achieve its goals and other expectations after completion of the Transaction, as well as the risks set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2026, and the Company’s other filings with the SEC. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Description |
2.1 |
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Purchase Agreement, dated as of March 5, 2026, among CHS/Community Health Systems, Inc. and certain of its subsidiaries, Freeman-Oak Hill Health System d/b/a Freeman Health System* |
99.1 |
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Community Health Systems, Inc. Press Release dated March 5, 2026 |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish, on a supplemental basis, a copy of such omitted schedules and exhibits to the SEC upon request.
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.
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COMMUNITY HEALTH SYSTEMS, INC. |
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March 5, 2026 |
By: |
/s/ Kevin J. Hammons |
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Kevin J. Hammons |
COMMUNITY HEALTH SYSTEMS ANNOUNCES DEFINITIVE AGREEMENT
TO SELL FOUR ARKANSAS HOSPITALS TO FREEMAN HEALTH SYSTEM
FRANKLIN, Tenn. (March 5, 2026) – Community Health Systems, Inc. (NYSE: CYH) announced today that a subsidiary of the Company has signed a definitive agreement to sell substantially all of the assets of 128-bed Northwest Medical Center – Bentonville, in Bentonville, Arkansas, 222-bed Northwest Medical Center – Springdale in Springdale, Arkansas, 64-bed Northwest Medical Center – Willow Creek Women’s Hospital in Johnson, Arkansas, and 73-bed Siloam Springs Regional Hospital in Siloam Springs, Arkansas, and the associated outpatient centers and practices, to Freeman Health System for $112 million, subject to certain adjustments based on closing net working capital and the amount of finance leases assumed by the buyer.
The transaction is expected to close in the second quarter of 2026, subject to customary regulatory approvals and closing conditions.
The hospitals included in this transaction are among the additional potential divestitures discussed on the Company’s fourth quarter and end of year 2025 earnings call and in subsequent public appearances.
Leerink Partners is acting as exclusive financial advisor to the Company for the transaction.
About Community Health Systems, Inc.
Community Health Systems, Inc. is one of the nation’s largest healthcare companies. The Company’s affiliates are leading providers of healthcare services, developing and operating healthcare delivery systems in 34 distinct markets across 13 states. The Company’s subsidiaries own or lease 65 affiliated hospitals with more than 9,000 beds and operate more than 900 sites of care, including physician practices, urgent care centers, freestanding emergency departments, occupational medicine clinics, imaging centers, cancer centers and ambulatory surgery centers. The Company’s headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” More information about the Company can be found on its website at www.chs.net.
Media Contact:
Tomi Galin
Executive Vice President, Corporate Communications, Marketing and Public Affairs
(615) 628-6607
Investor Contacts:
Kevin Hammons
Chief Executive Officer
(615) 465-7000
Anton Hie
Vice President – Investor Relations
(615) 465-7012
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Filing Exhibits & Attachments
3 documentsPress Releases
