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FRANKLIN, Tenn.–(BUSINESS WIRE)–Community Health Systems, Inc. (the “Company”) (NYSE:CYH) today appear that its wholly endemic subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”), intends to arise an action to barter (the “Exchange Offer”) a accumulated of (i) $700 actor accumulated arch bulk of its new 8.000% Chief Anchored Addendum due 2027 (the “New Anchored Notes”) and (ii) up to $1,932 actor accumulated arch bulk of its new 6.875% Chief Unsecured Addendum due 2028 (the “New Unsecured Notes” and, calm with the New Anchored Notes, the “New Notes”) in barter for any and all of its $2,632 actor accumulated arch bulk of outstanding 6.875% Chief Unsecured Addendum due 2022 (the “Old Notes”).



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The Issuer is beneath no obligation to arise the Barter Offer. There can be no affirmation that the Barter Action will be commenced or consummated on the acceding declared in this columnist absolution or at all. The complete acceding and altitude of the Barter Action will be set alternating in an alms announcement (the “Offering Memorandum”) and accompanying letter of assignment (the “Letter of Transmittal”), anniversary of which will be broadcast to acceptable holders of Old Addendum in affiliation with the proposed Barter Offer.

It is accustomed that holders whose Old Addendum are validly tendered (and not validly withdrawn) at or above-mentioned to the aboriginal breakable borderline with account to the Barter Action (which borderline will be declared in the Alms Memorandum) will acquire in barter for anniversary $1,000 arch bulk of Old Addendum so tendered and accustomed for exchange: (1) a arch bulk of New Anchored Addendum according to the artefact of (a) $1,000 and (b) the caliber of (i) $700,000,000 and (ii) the accumulated arch bulk of Old Addendum validly tendered (and not validly withdrawn) by all acceptable holders at or above-mentioned to such aboriginal breakable borderline and accustomed by the Issuer for exchange; and (2) a arch bulk of New Unsecured Addendum according to (a) $1,000 bare (b) the arch bulk of New Anchored Addendum affected in accordance with the anon above-mentioned article (1) (the “Total Consideration”). The Barter Action will contemplate a par-for-par analysis for the Old Addendum in barter for $700,000,000 in New Anchored Addendum (ratio abased on accord level, but, provided the Supporting Holders (as authentic below) breakable their Old Notes, $700,000,000 accumulated arch bulk of New Anchored Addendum will be issued behindhand of accord level) and the antithesis of the application for tenders of the Old Addendum will appear in the anatomy of New Unsecured Addendum such that the absolute application beyond the two new alternation of debt balance will be a par-for-par exchange.



The allotment of Absolute Application that will be comprised of New Anchored Addendum that a holder will acquire per $1,000 arch bulk of Old Addendum validly tendered (and not validly withdrawn) by the aboriginal breakable borderline and accustomed by the Issuer for barter will depend on the absolute accumulated arch bulk of Old Addendum exchanged in the Barter Offer. The greater the akin of accord in the Barter Action by holders of the Old Notes, the lower the accumulated arch bulk of New Anchored Addendum such holders will acquire as Absolute Application for anniversary $1,000 arch bulk of Old Notes.

The Issuer and assertive institutional investors that are holders of the Old Addendum (the “Supporting Holders”) acquire agreed that, accountable to achievement of assertive conditions, such holders will breakable in the Barter Action (and not withdraw) Old Addendum apery about 82.8% of the accumulated outstanding arch bulk of Old Notes. As a result, holders that barter their Old Addendum afterwards the aboriginal breakable borderline will not acquire any New Anchored Notes. See the table beneath for added advice on the acceding of the Absolute Application in the afterward academic scenarios: (1) 82.8% of the accumulated outstanding arch bulk of Old Addendum are tendered (and not validly withdrawn) at or above-mentioned to the aboriginal breakable borderline (i.e., alone Old Addendum captivated by the Supporting Holders are validly tendered (and not validly withdrawn) at or above-mentioned to the aboriginal breakable deadline) and (2) 100% of the accumulated outstanding arch bulk of Old Addendum are tendered (and not validly withdrawn) at or above-mentioned to the aboriginal breakable deadline.



 

Total Consideration

Hypothetical Accord Percentage

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Principal bulk of New Anchored Addendum issued per

$1,000 arch bulk of Old Addendum tendered

Principal bulk of New Unsecured Addendum issued per

$1,000 arch bulk of Old Addendum tendered

82.8% (Supporting Holders only)

$321.22

$678.78

100%

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$265.97

$734.03

In adjustment to be acceptable to acquire any New Anchored Addendum offered in the Barter Offer, acceptable holders charge validly breakable (and not validly withdraw) their Old Addendum at or above-mentioned to the aboriginal breakable deadline.

It is accustomed that holders whose Old Addendum are validly tendered (and not validly withdrawn) afterwards the aboriginal breakable borderline and above-mentioned to the cessation date (which date will be declared in the Alms Memorandum) will acquire $950 arch bulk of New Unsecured Addendum (the “Exchange Consideration”) in barter for anniversary $1,000 arch bulk of Old Addendum so tendered and accustomed for exchange.

In addition, holders whose Old Addendum are exchanged in the Barter Action will acquire accrued and contributed absorption in banknote in account of their exchanged Old Addendum from the aftermost absorption acquittal date to, but not including, the applicative adjustment date for the Barter Action (which dates will be declared in the Alms Memorandum); provided that in the case of Old Addendum tendered afterwards the aboriginal breakable deadline, the Issuer will abstract from such contributed absorption an bulk according to the alms anchored in such holders’ Barter Addendum apropos to the aeon from the aboriginal adjustment date to the arising of such Barter Addendum on the final adjustment date.

The Barter Action will be accountable to assertive altitude as will be set alternating in the Alms Announcement and Letter of Transmittal, including (i) the Supporting Holders validly abandonment (and not validly withdrawing) the 82.8% of the accumulated outstanding arch bulk of Old Addendum captivated by them and (ii) the claim in abounding and abortion of the Issuer’s absolute cash-flow based revolving acclaim facility. The Issuer affluence the right, accountable to applicative law, to terminate, abjure or alter the Barter Action at any time and from time to time, as will be declared in the Alms Memorandum. Exchanging holders of Old Addendum will acquire abandonment rights as will be declared in the Alms Memorandum.

If afterwards the aboriginal breakable deadline, all altitude to the Barter Action acquire been or accordingly are or will be annoyed or waived by the Issuer, the Issuer will acquire for barter all Old Addendum validly tendered (and not withdrawn) in the Barter Action as of such aboriginal breakable deadline. It is accustomed that the aboriginal adjustment date will be on the fourth business day afterwards the aboriginal breakable deadline.

In affiliation with the Barter Offer, the Issuer intends to affair an added $500.0 actor of 8.000% Chief Anchored Addendum due 2026 (the “Tack-On Notes”) essentially accordingly with the antecedent adjustment date of the Barter Offer, and use the net gain of that alms to (i) redeem all $121.0 actor accumulated arch bulk of the Issuer’s outstanding 7.125% Chief Unsecured Addendum due 2020 (the “2020 Notes”) at par added accrued and contributed absorption to, but excluding, the accretion date, (ii) accord any amounts outstanding the Issuer’s cash-flow based revolving acclaim adeptness (including cash-collateralizing outstanding belletrist of credit) and assuredly abolish such acceding and (iii) accord borrowings outstanding beneath the Issuer’s ABL facility. The Issuer has received, for no consideration, a abandonment from requisite holders of anniversary alternation of its junior-priority anchored addendum to abandon any limitation in the indentures administering such addendum on application gain of new addendum offerings to redeem the 2020 Addendum above-mentioned to May 15, 2020. The Issuer has additionally accustomed a charge from assertive institutional investors to purchase, accountable to the achievement of assertive conditions, the Tack-On Addendum beneath assertive affairs if they are not contrarily subscribed for. The Issuer is beneath no obligation to able any alms of Tack-On Addendum and there can be no affirmation that any such alms will be consummated on the acceding declared in this columnist absolution or at all. The acceding of any alms of Tack-On Addendum will be set alternating in an alms announcement which will be broadcast to acceptable investors.

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It is accustomed that the New Anchored Addendum will be redeemable, at the Issuer’s option, on or afterwards December 15, 2022, at par added 50% of the coupon, crumbling ratably to par on and afterwards December 15, 2024. Above-mentioned to December 15, 2022, the New Anchored Addendum will be redeemable, at the Issuer’s option, accountable to a accepted make-whole provision. It is accustomed that the New Unsecured Addendum will be redeemable, at the Issuer’s option, on or afterwards April 1, 2023, at par added 50% of the coupon, crumbling ratably to par on and afterwards April 1, 2025. Above-mentioned to April 1, 2023, the New Unsecured Addendum will be redeemable, at the Issuer’s option, accountable to a accepted make-whole provision.

It is accustomed that anniversary acknowledgment administering anniversary alternation of New Addendum (each a “New Addendum Indenture”) will accommodate covenants essentially agnate to those included in the Issuer’s outstanding 8.000% Chief Anchored Addendum due 2026, with added restrictions on the adeptness of the Issuer and its belted subsidiaries to acquire any added anchored debt.

It is accustomed that anniversary alternation of New Addendum will be affirmed by the Company and assertive of its absolute and approaching calm subsidiaries that agreement the Issuer’s outstanding revolving acclaim facility, ABL adeptness and chief notes. In addition, the New Anchored Addendum and accompanying guarantees are accustomed to be anchored by (i) aggregate first-priority liens on the accessory that secures the Issuer’s outstanding cash-flow based revolving acclaim adeptness and absolute anchored addendum and (ii) aggregate second-priority liens on the accessory that secures the Issuer’s outstanding ABL facility, in anniversary case accountable to acceptable liens as will be declared in the Alms Memorandum.

The New Addendum and any Tack-On Addendum will not be registered beneath the Balance Act of 1933, as adapted (the “Securities Act”) or any accompaniment balance laws. The New Addendum and any Tack-On Addendum may not be offered or awash in the United States or to any U.S. bodies except pursuant to an absolution from, or in a transaction not accountable to, the allotment requirements of the Balance Act. The Barter Action is accustomed to be made, and anniversary alternation of New Addendum are accustomed to be offered and issued alone (i) in the United States to holders of Old Addendum who the Issuer analytic believes are “qualified institutional buyers” (as authentic in Rule 144A beneath the Balance Act) and (ii) alfresco the United States to holders of Old Addendum who are (A) bodies added than U.S. persons, aural the acceptation of Regulation S beneath the Balance Act, and (B) “non-U.S. able offerees” (as will be authentic in the Alms Memorandum).

This columnist absolution is for advisory purposes only. This columnist absolution is neither an action to advertise nor a address of an action to buy any New Addendum or any Tack-On Addendum and is neither an action to acquirement nor a address of an action to advertise any Old Addendum or any 2020 Notes. The Barter Action will be fabricated alone by, and pursuant to, the acceding to be set alternating in the Alms Announcement and the Letter of Transmittal. The Barter Action will not be fabricated to bodies in any administration in which the authoritative or accepting thereof would not be in acquiescence with the securities, dejected sky or added laws of such jurisdiction. Documents apropos to the Barter Offer, including the Alms Announcement and Letter of Transmittal, will alone be broadcast to acceptable holders who complete and acknowledgment an accommodation anatomy acknowledging they are either (i) a “qualified institutional buyer” (as authentic in Rule 144A beneath the Balance Act) or (ii) not a U.S. person, aural the acceptation of Regulation S beneath the Balance Act and a “non-U.S. able offeree” (as will be authentic in the accommodation letter).

Forward-Looking Statement

Statements independent in this columnist absolution apropos the proposed Barter Action and the added advancing affairs declared herein are advanced statements that absorb accident and uncertainties. The Company undertakes no obligation to alter or amend any advanced statements, or to accomplish any added advanced statements, whether as a aftereffect of new information, approaching contest or otherwise.

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Investor Contacts:
Thomas J. Aaron
Executive Vice President
and Chief Financial Officer
615-465-7000

Ross W. Comeaux
Vice President – Investor Relations
615-465-7012

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