UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 3, 2023 (
(Exact name of registrant as specified in its charter)
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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 2.01 | Completion of Acquisition or Disposition of Assets |
Effective January 1, 2023, one or more affiliates of Community Health Systems, Inc. (the “Company”) completed the sale of substantially all of the assets of Greenbrier Valley Medical Center (“Greenbrier”) (122 licensed beds) in Ronceverte, West Virginia, to a subsidiary of Vandalia Health, Inc. (the “Transaction”) pursuant to an asset purchase agreement dated as of September 14, 2022, as amended (the “Purchase Agreement”). The purchase price paid to the Company in connection with the Transaction at a preliminary closing on December 30, 2022 was approximately $85 million in cash.
The Purchase Agreement is attached as Exhibit 2.1 (which is incorporated by reference herein) in accordance with the rules of the Securities and Exchange Commission. 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 be subject to limitations and contractual risk allocation mechanisms agreed upon by the parties, and may be subject to standards of materiality that differ from those applicable to the Company, and thus should not be relied upon as necessarily reflecting actual state of facts or conditions.
The Transaction constituted a significant disposition for purposes of Item 2.01 of Form 8-K. Accordingly, the pro forma information required by Item 9.01 of Form 8-K is included as Exhibit 99.1 to this Current Report on Form 8-K as provided below.
| ITEM 7.01 | Regulation FD Disclosure |
On January 3, 2023, the Company issued a press release announcing the completion of the Transaction, a copy of which press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| ITEM 9.01 | Financial Statements and Exhibits |
(b) Pro forma financial information
The following unaudited pro forma financial information of the Company in connection with the Transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference:
| • | Unaudited Pro Forma Condensed Consolidated Statement of (Loss) Income for the nine months ended September 30, 2022 and for the year ended December 31, 2021. |
| • | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2022. |
| • | Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements. |
(d) Exhibits
| Exhibit Number |
Description | |
| 2.1 | Asset Purchase Agreement dated as of September 14, 2022 as amended.* | |
| 99.1 | Community Health Systems, Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements. | |
| 99.2 | Press Release of Community Health Systems, Inc. dated January 3, 2023. | |
| 104 | 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 supplementally a copy of such omitted schedules and exhibits to the Securities and Exchange Commission 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.
| Date: January 3, 2023 |
COMMUNITY HEALTH SYSTEMS, INC. |
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| (Registrant) | ||||||||
| By: |
/s/ Tim L. Hingtgen |
|||||||
| Tim L. Hingtgen | ||||||||
| Chief Executive Officer and Director | ||||||||
| (principal executive officer) | ||||||||
| By: |
/s/ Kevin J. Hammons |
|||||||
| Kevin J. Hammons | ||||||||
| President and Chief Financial Officer | ||||||||
| (principal financial officer) | ||||||||
| By: |
/s/ Jason K. Johnson |
|||||||
| Jason K. Johnson | ||||||||
| Senior Vice President and Chief Accounting Officer (principal accounting officer) | ||||||||