Community Health Systems Files 8-K

TL;DR

CHS filed an 8-K on Dec 11, 2024, indicating a material agreement and other events. Details TBD.

AI Summary

On December 11, 2024, Community Health Systems, Inc. filed an 8-K report. The filing indicates an entry into a material definitive agreement, other events, and financial statements and exhibits. Specific details regarding the agreement, other events, or financial figures were not immediately available in the provided text.

Why It Matters

This 8-K filing signals significant corporate activity for Community Health Systems, Inc., potentially involving new agreements or financial updates that could impact investors.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could involve significant financial or operational changes, but the lack of specific details in the provided text necessitates a medium risk assessment.

Key Players & Entities

• Community Health Systems, Inc. (company) — Registrant
• December 11, 2024 (date) — Date of Report
• 4000 Meridian Boulevard, Franklin, Tennessee 37067 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $280 m — HS at the closing of the Transaction is $280 million, subject to adjustment based on c

Filing Documents

• cyh-20241211.htm (8-K) — 52KB
• cyh-ex2_1.htm (EX-2.1) — 762KB
• cyh-ex99_1.htm (EX-99.1) — 10KB
• img258662259_0.jpg (GRAPHIC) — 17KB
• 0000950170-24-135399.txt ( ) — 1068KB
• cyh-20241211.xsd (EX-101.SCH) — 23KB
• cyh-20241211_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 11, 2024, CHS/Community Health Systems, Inc. ("CHS"), a wholly-owned subsidiary of Community Health Systems, Inc. (the "Company"), entered into an Asset Purchase Agreement (the "Purchase Agreement") with Duke University Health System, Inc. (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 certain subsidiaries of CHS related to Lake Norman Regional Medical Center in Mooresville, North Carolina, and related businesses (the transactions contemplated by the Purchase Agreement, the "Transaction"). The total purchase price payable by Purchaser to CHS at the closing of the Transaction is $280 million, subject to adjustment based on closing net working capital and the amount of finance leases assumed by the Purchaser. 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 closing of the Transaction is subject to the satisfaction or waiver of certain closing conditions set forth in the Purchase Agreement, which includes the expiration or termination of the waiting period under the Hard-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Consummation of the Transaction is currently expected to occur in the first quarter of 2025. The Purchase Agreement may be terminated by either party under certain circumstances set forth in the Purchase Agreement, including if the Transaction is not consummated on or before June 1, 2025. The Purchase Agreement provides that, at closing, the parties, and/or their respective affiliates, would

01 Other Events

Item 8.01 Other Events. On December 11, 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 December 11, 2024, by and between CHS/Community Health Systems, Inc. and Duke University Health System, Inc.* 99.1 Community Health Systems, Inc. Press Release dated December 11, 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 December 11, 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