Community Health Systems Files 8-K

TL;DR

CYH filed an 8-K on Nov 22, 2024, reporting a material definitive agreement. Details TBD.

AI Summary

Community Health Systems, Inc. (CYH) filed an 8-K on November 22, 2024, reporting an entry into a material definitive agreement. The filing also includes other events and financial statements/exhibits. Specific details of the agreement, including parties involved and financial terms, are not immediately available in this excerpt.

Why It Matters

This filing indicates a significant new agreement for Community Health Systems, which could impact its operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — The filing of an 8-K, especially concerning a material definitive agreement, suggests significant business developments that could carry inherent risks or opportunities.

Key Players & Entities

• COMMUNITY HEALTH SYSTEMS, INC. (company) — Registrant
• November 22, 2024 (date) — Date of Report
• 4000 Meridian Boulevard (location) — Principal Executive Offices Address
• Franklin, Tennessee (location) — Principal Executive Offices City and State
• 37067 (location) — Principal Executive Offices Zip Code
• 615 465-7000 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $265 m — es at the closing of the Transaction is $265 million, subject to adjustment based on c

Filing Documents

• cyh-20241122.htm (8-K) — 53KB
• cyh-ex2_1.htm (EX-2.1) — 719KB
• cyh-ex99_1.htm (EX-99.1) — 11KB
• img258662259_0.jpg (GRAPHIC) — 17KB
• 0000950170-24-130250.txt ( ) — 1016KB
• cyh-20241122.xsd (EX-101.SCH) — 23KB
• cyh-20241122_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 22, 2024, CHS/Community Health Systems, Inc. ("CHS"), a wholly-owned subsidiary of Community Health Systems, Inc. (the "Company"), and certain wholly-owned subsidiaries of CHS (the "CHS Selling Entities"), entered into an Asset Purchase Agreement (the "Purchase Agreement") with Adventist Health System Sunbelt Healthcare Corporation 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 (i) acquire substantially all of the assets, and assume certain liabilities, from the CHS Selling Entities related to ShorePoint Health Port Charlotte in Port Charlotte, Florida, (ii) acquire certain assets of ShorePoint Health Punta Gorda in Punta Gorda, Florida, and (iii) acquire certain ancillary businesses related to such facilities (the transactions contemplated by the Purchase Agreement, the "Transaction"). Due to the effects of Hurricanes Helene and Milton, the Punta Gorda hospital has indefinitely suspended inpatient operations. The total purchase price payable by Purchaser to the CHS Selling Entities at the closing of the Transaction is $265 million, subject to adjustment based on closing net working capital and the amount of capital/finance leases assumed by the Purchaser. In addition, Section 1.9 of the Purchase Agreement provides that the purchase price may be reduced depending upon whether certain supplemental reimbursement programs are enacted or approved prior to the closing date or in certain future periods. The Purchase Agreement contains various representations, warranties and covenants made by the parties. The Purchase Agreement also provides for indemnification by the parties with respect to breaches of representations, warranties and covenants by such parties, as well as with respect to certain other indemnifiable matters specified in the Purchase Agreement. The clos

01 Other Events

Item 8.01 Other Events. On November 22, 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 Transaction in a timely manner or at all, because, among other reasons, conditions to the closing of the Transaction set forth in the Purchase Agreement may not be satisfied or waived; (ii) uncertainty as to the timing of completion of the Transaction; (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 Transaction; (vi) post-closing risks related to the Transition Services Agreements 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 completion of the Transaction, 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 Exchange Commission (the "SE

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 November 22, 2024, by and among CHS/Community Health Systems, Inc., certain subsidiaries of CHS/Community Health Systems, Inc., and Adventist Health System Sunbelt Healthcare Corporation and certain of its affiliates* 99.1 Community Health Systems, Inc. Press Release dated November 22, 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 November 22, 2024 By: /s/ Tim L. Hingtgen Tim L. Hingtgen Chief Executive Officer and Director (principal executive officer)

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View this 8-K filing on SEC EDGAR