Community Health Systems Files 8-K

TL;DR

CYH filed an 8-K on 4/18, looks like a material agreement or event happened.

AI Summary

On April 18, 2024, Community Health Systems, Inc. filed an 8-K report. The filing indicates an entry into a material definitive agreement and other events, along with financial statements and exhibits. Specific details of the agreement or events are not provided in this excerpt.

Why It Matters

This filing signals a significant event for Community Health Systems, Inc., potentially involving new agreements or operational changes that could impact its business and stakeholders.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report and does not contain specific negative or positive financial information that would immediately indicate high risk.

Key Numbers

• 001-15925 — SEC File Number (Identifies the company's filing with the SEC.)
• 13-3893191 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• COMMUNITY HEALTH SYSTEMS, INC. (company) — Registrant
• April 18, 2024 (date) — Date of earliest event reported
• 4000 Meridian Boulevard, Franklin, Tennessee 37067 (location) — Principal Executive Offices
• 615-465-7000 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $160 million — s at the closing of the Transactions is $160 million in cash, subject to adjustment based on

Filing Documents

• cyh-20240418.htm (8-K) — 58KB
• cyh-ex2_1.htm (EX-2.1) — 748KB
• cyh-ex99_1.htm (EX-99.1) — 11KB
• img258662259_0.jpg (GRAPHIC) — 17KB
• 0000950170-24-045596.txt ( ) — 1059KB
• cyh-20240418.xsd (EX-101.SCH) — 23KB
• cyh-20240418_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On April 18, 2024, certain wholly-owned subsidiaries (the "Selling CHS Entities") of Community Health Systems, Inc. (the "Company"), entered into an Asset Purchase Agreement (the "Purchase Agreement") with Hamilton Health Care System, Inc. and certain of its affiliates (collectively, 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 the Selling CHS Entities related to the general acute care hospital known as Tennova Healthcare – Cleveland, together with certain related businesses (collectively, the "Facilities"), located in Cleveland, Tennessee (the transactions contemplated by the Purchase Agreement, the "Transactions"). The total base purchase price payable by Purchaser to the Selling CHS Entities at the closing of the Transactions is $160 million in cash, subject to adjustment based on closing net working capital and the amount of any capital/finance leases assumed by Purchaser. In addition, the Purchase Agreement provides that the Purchaser would be required to pay additional cash consideration to the CHS Selling Entities following the closing of the Transactions in an amount, if any, to be determined based on additional supplemental payments that may be realized by the Purchaser and the Facilities following the closing of the Transactions as a result of the potential modification to supplemental reimbursement programs as more specifically provided in the Purchase Agreement. Such additional consideration, if any, is subject to certain reconciliation mechanisms specified in the Purchase Agreement which may result in the payment in certain future time periods of additional cash consideration to the CHS Selling Entities or in the repayment to the Purchaser of additional cash consideration, if any, received by the CHS Selling Entities. The Purch

01 Other Events

Item 8.01 Other Events. On April 18, 2024, 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

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 Transactions in a timely manner or at all, because, among other reasons, conditions to the closing of the Transactions set forth in the Purchase Agreement may not be satisfied or waived; (ii) uncertainty as to the timing of completion of the Transactions; (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 Transactions; (vi) post-closing risks related to the information technology transition services agreement and 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 any completion of the Transactions, as well as the risks set forth in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1 Asset Purchase Agreement, dated as of April 18, 2024, by and among certain subsidiaries of Community Health Systems, Inc., and Hamilton Health Care System, Inc. and certain of its affiliates* 99.1 Community Health Systems, Inc. Press Release dated April 18, 2024 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, on a supplemental basis, a copy of such omitted schedules and exhibits to the Securities and Exchange Commission upon request.

SIGNATURES

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. COMMUNITY HEALTH SYSTEMS, INC. (Registrant) Date: April 18, 2024 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)

View Full Filing

View this 8-K filing on SEC EDGAR