COMMUNITY HEALTH SYSTEMS INC false 0001108109 0001108109 2023-04-01 2023-04-01

 

 

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): April 3, 2023 (April 1, 2023)

 

 

COMMUNITY HEALTH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-15925   13-3893191

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. 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 (see General Instruction A.2. below):

 

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 2.01

Completion of Acquisition or Disposition of Assets

Effective April 1, 2023, one or more affiliates of Community Health Systems, Inc. (the “Company”) completed the sale of substantially all of the assets of Plateau Medical Center (“Plateau”) (25 licensed beds) in Oak Hill, West Virginia, to affiliates of Vandalia Health, Inc. (the “Transaction”) pursuant to an asset purchase agreement dated as of December 30, 2022, as amended (the “Purchase Agreement”). The purchase price paid to the Company in connection with the Transaction at a preliminary closing on March 31, 2023 was approximately $92 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 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 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 April 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 Income for the year ended December 31, 2022.

 

   

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2022.

 

   

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

(d) Exhibits

 

Exhibit

Number

  

Description

  2.1    Asset Purchase Agreement dated as of December 30, 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 April 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.

 

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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: April 3, 2023   COMMUNITY HEALTH SYSTEMS, INC.
          (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)

 

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