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): March 8, 2012 (March 7, 2012)
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) |
(IRS Employer Identification No.) |
4000 Meridian Boulevard
Franklin, Tennessee 37067
(Address of Principal Executive Offices, including Zip Code)
(615) 465-7000
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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)) |
| Item 7.01 | Regulation FD Disclosure |
The information under Item 8.01 below is incorporated by reference into Item 7.01.
| Item 8.01 | Other Information |
On March 7, 2012, Community Health Systems, Inc. (the “Company”) announced the offering of $750 million aggregate principal amount of senior notes, to be issued by its wholly-owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”). A copy of the press release making this announcement is attached hereto as Exhibit 99.1, and incorporated by reference herein.
In addition, after a one-day marketing period, on March 7, 2012, the Issuer priced the above described offering, which was increased by $250 million to $1 billion aggregate principal amount of senior notes, issued at an 8% per annum coupon and with a maturity date of November 15, 2019. The notes will be issued at an issue price of 102.500%, plus accrued interest from November 22, 2011. The Company expects the offering to close on March 21, 2012, subject to customary closing conditions. A copy of the press release making this announcement is attached hereto as Exhibit 99.2, and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits |
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Community Health Systems, Inc. press release dated March 7, 2012. | |
| 99.2 | Community Health Systems, Inc. press release dated March 8, 2012. | |
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: March 8, 2012 |
By: | /s/ Wayne T. Smith | ||
| Wayne T. Smith | ||||
| Chairman of the Board, President and Chief Executive Officer (principal executive officer) | ||||
| By: | /s/ W. Larry Cash | |||
| W. Larry Cash | ||||
| Executive Vice President, Chief Financial Officer and Director (principal financial officer) | ||||
EXHIBIT INDEX
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Community Health Systems, Inc. press release dated March 7, 2012. | |
| 99.2 | Community Health Systems, Inc. press release dated March 8, 2012. | |