Community Health Systems Completes Asset Acquisition

TL;DR

CHS just bought some assets from Quorum Health. Details light.

AI Summary

Community Health Systems, Inc. announced on August 1, 2024, the completion of its acquisition of certain assets from Quorum Health Corporation. The filing does not specify the dollar amount of the transaction but indicates it falls under the 'Completion of Acquisition or Disposition of Assets' and 'Other Events' sections.

Why It Matters

This acquisition signifies Community Health Systems' strategic expansion or consolidation within the healthcare sector, potentially impacting market share and service offerings.

Risk Assessment

Risk Level: medium — The filing is a standard 8-K reporting an acquisition, but the lack of specific financial details in this excerpt introduces some uncertainty.

Key Players & Entities

• Community Health Systems, Inc. (company) — Registrant
• Quorum Health Corporation (company) — Seller of acquired assets
• August 1, 2024 (date) — Date of report and earliest event

FAQ

Key Financial Figures

• $160 million — se price adjustments, was approximately $160 million in cash (subject to a post-closing work

Filing Documents

• cyh-20240801.htm (8-K) — 57KB
• cyh-ex2_1.htm (EX-2.1) — 823KB
• cyh-ex99_1.htm (EX-99.1) — 440KB
• cyh-ex99_2.htm (EX-99.2) — 8KB
• img259585780_0.jpg (GRAPHIC) — 17KB
• 0000950170-24-089339.txt ( ) — 1594KB
• cyh-20240801.xsd (EX-101.SCH) — 23KB
• cyh-20240801_htm.xml (XML) — 4KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On August 1, 2024, certain subsidiaries (the "CHS Selling Entities") of Community Health Systems, Inc. (the "Company") completed the transactions contemplated by that certain asset purchase agreement dated as of April 18, 2024, as amended (the "Purchase Agreement"), with Hamilton Health Care System, Inc. and certain of its affiliates (collectively, "Purchaser"), the entry into which agreement was previously disclosed on a Current Report on Form 8-K filed by the Company on April 18, 2024. Pursuant to the Purchase Agreement, at such closing, Purchaser acquired substantially all of the assets, and assumed 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 base purchase price paid to the Company in connection with the Transactions at a preliminary closing on July 31, 2024, after giving effect to estimated working capital and purchase price adjustments, was approximately $160 million in cash (subject to a post-closing working capital adjustment). In addition to the base purchase price set forth above, the Purchase Agreement provides that the Purchaser is 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. Modifications to supplemental reimbursement programs that may result in the payment of additional cash consideration to the CHS Selling Entities have not been c

01 Other Events

Item 8.01 Other Events. On August 1, 2024, the Company issued a press release announcing the completion of the Transactions, 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.

01 Financial Statements and Exhibits

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 Transactions 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 for the six months ended June 30, 2024 and for the year ended December 31, 2023. Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2024. Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements. (d) Exhibits Exhibit Number Description 2.1 Asset Purchase Agreement dated as of April 18, 2023, as amended* 99.1 99.2 Community Health Systems, Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements Press Release of Community Health Systems, Inc. dated August 1, 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 supplementally 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: August 1, 2024 By: /s/ Tim L. Hingtgen Tim L. Hingtgen Chief Executive Officer and Director (principal executive officer)

View Full Filing

View this 8-K filing on SEC EDGAR