8-K
COMMUNITY HEALTH SYSTEMS INC (CYH)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): April 1, 2025 (April 01, 2025) |
|---|
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-15925 | 13-3893191 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 4000 Meridian Boulevard | ||
| Franklin, Tennessee | 37067 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: 615 465-7000 | ||
| --- |
(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:
☐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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $.01 par value | CYH | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 1, 2025, CHS/Community Health Systems, Inc. (“CHS”), a wholly-owned subsidiary of Community Health Systems, Inc. (the “Company”), completed the transactions contemplated by that certain asset purchase agreement dated as of December 11, 2024 (the “Purchase Agreement”), with Duke University Health System, Inc. (the “Purchaser”), the entry into which Purchase Agreement was previously disclosed on a Current Report on Form 8-K filed by the Company on December 11, 2024. Pursuant to the Purchase Agreement, at such closing, Purchaser acquired substantially all of the assets, and assumed certain liabilities, from certain subsidiaries of CHS related to Lake Norman Regional Medical Center in Mooresville, North Carolina, together with certain related businesses (the transactions contemplated by the Purchase Agreement, the “Transaction”). The purchase price paid to the Company in connection with the Transaction at a preliminary closing on March 31, 2025, after giving effect to estimated working capital and other purchase price adjustments, was approximately $284 million in cash (subject to a post-closing working capital adjustment).
The Purchase Agreement is filed as Exhibit 2.1 (which is incorporated by reference herein) in accordance with the rules of the Securities and Exchange Commission. The representations, warranties, and covenants contained in the Purchase Agreement were made solely for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may have been qualified in the Purchase Agreement by confidential disclosure schedules (which disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representation, warranties and covenants set forth in the Purchase Agreement), may be subject to limitations and contractual risk allocation mechanisms agreed upon by the parties to the Purchase Agreement, and may be subject to standards of materiality that differ from what an investor may view as material, and thus should not be relied upon as necessarily reflecting the actual state of facts or conditions.
The Transaction constituted a significant disposition for purposes of Item 2.01 of Form 8-K. Accordingly, the pro forma information required by Item 9.01 of Form 8-K is included as Exhibit 99.1 to this Current Report on Form 8-K as provided below.
Item 8.01 Other Events.
On April 1, 2025, the Company issued a press release announcing the completion of the Transaction, 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.
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 Transaction 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 year ended December 31, 2024.
- Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2024.
- Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
(d) Exhibits
| Exhibit<br><br>Number | Description |
|---|---|
| 2.1 | Asset Purchase Agreement dated as of December 11, 2024 (incorporated by reference to Exhibit 2.1 to Community Health Systems, Inc.'s Current Report on Form 8-K filed on December 11, 2024 (No. 001-15925))* |
| 99.1 | Community Health Systems, Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements |
| 99.2 | Press Release of Community Health Systems, Inc. dated April 1, 2025 |
| 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
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.<br>(Registrant) | |||
|---|---|---|---|
| Date: | April 1, 2025 | By: | /s/ Tim L. Hingtgen |
| Tim L. Hingtgen<br>Chief Executive Officer and Director<br>(principal executive officer) |
EX-99.1
Exhibit Number
99.1
COMMUNITY HEALTH SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On December 11, 2024, CHS/Community Health Systems, Inc. (“CHS”), a wholly-owned subsidiary of Community Health Systems, Inc. (the “Company”), entered into a definitive asset purchase agreement (the “Purchase Agreement”), with Duke University Health System, Inc. (the “Purchaser”), providing for the sale of substantially all of the assets, and the assumption of certain liabilities, related to Lake Norman Regional Medical Center in Mooresville, North Carolina, and certain related businesses (collectively, the “Facilities”) (the transactions contemplated by the Purchase Agreement, the “Transaction”). On April 1, 2025, the Transaction was completed pursuant to the terms of the Purchase Agreement. The purchase price paid to the Company in connection with the Transaction at a preliminary closing on March 31, 2025, after giving effect to estimated working capital and other purchase price adjustments, was approximately $284 million in cash (subject to a post-closing working capital adjustment).
The Company has determined that the operations of the Facilities that were divested in the Transaction do not meet the definition of discontinued operations pursuant to Financial Accountings Standards Board Accounting Standards Codification 205 (ASC 205), “Presentation of Financial Statements.”
The accompanying unaudited pro forma condensed consolidated balance sheet of the Company is presented as if the Transaction had occurred as of December 31, 2024. The estimated gain on sale in connection with the Transaction is reflected in the unaudited pro forma condensed balance sheet within accumulated deficit.
The accompanying unaudited pro forma condensed consolidated statement of loss for the year ended December 31, 2024 (the “Pro Forma Period”) includes certain pro forma adjustments to illustrate the estimated effect of the Company’s disposition, as if the Transaction had occurred on January 1, 2024. The amounts included in the historical columns represent the Company’s historical balance sheet and statement of loss for the Pro Forma Period presented.
The accompanying unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and do not include all of the information and note disclosures required by generally accepted accounting principles of the United States (“GAAP”). Pro forma financial information is intended to provide information about the continuing impact of a transaction by showing how a specific transaction might have affected historical financial statements. Pro forma financial information illustrates only the isolated and objectively measurable (based on historically determined amounts) effects of a particular transaction, and excludes effects based on judgmental estimates of how historical management practices and operating decisions may or may not have changed as a result of the transaction. Therefore, pro forma financial information does not include information about the possible or expected impact of current actions taken by management in response to the Transaction, as if management’s actions were carried out in previous reporting periods.
The unaudited pro forma condensed consolidated financial information is subject to the assumptions and adjustments described in the accompanying notes. These assumptions and adjustments are based on information presently available. Actual adjustments may differ materially from the information presented. The unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of the Company for each period presented and in the opinion of the Company’s management, all adjustments and disclosures necessary for a fair presentation of the pro forma data have been made. These unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the results of operations or financial condition that would have been achieved had events reflected been completed as of the dates indicated, and may not be useful in predicting the impact of the Transaction on the future financial condition and results of operations of the Company due to a variety of factors. These unaudited pro forma condensed consolidated financial statements and the notes thereto should be read in conjunction with the Company’s financial statements for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed on February 19, 2025.
| Unaudited Pro Forma Condensed Consolidated Balance Sheet | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | ||||||||||
| December 31, 2024 | ||||||||||
| Pro Forma | ||||||||||
| As Reported | Adjustments | Pro Forma | ||||||||
| ASSETS | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | $ | 37 | $ | 284 | a | $ | 321 | |||
| Patient accounts receivable | 2,286 | - | 2,286 | |||||||
| Supplies | 331 | - | 331 | |||||||
| Prepaid income taxes | 53 | (39 | ) | c | 14 | |||||
| Prepaid expenses and taxes | 236 | - | 236 | |||||||
| Other current assets | 358 | (6 | ) | b | 352 | |||||
| Total current assets | 3,301 | 239 | 3,540 | |||||||
| Property and equipment | 9,160 | - | 9,160 | |||||||
| Less accumulated depreciation and amortization | (4,384 | ) | - | (4,384 | ) | |||||
| Property and equipment, net | 4,776 | - | 4,776 | |||||||
| Goodwill | 3,789 | - | 3,789 | |||||||
| Deferred income taxes | 13 | - | 13 | |||||||
| Other assets, net | 2,175 | (174 | ) | b | 2,001 | |||||
| Total assets | $ | 14,054 | $ | 65 | $ | 14,119 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||||
| Current liabilities | ||||||||||
| Current maturities of long-term debt | $ | 20 | $ | - | $ | 20 | ||||
| Current operating lease liabilities | 115 | - | 115 | |||||||
| Accounts payable | 913 | - | 913 | |||||||
| Accrued liabilities: | ||||||||||
| Employee compensation | 596 | - | 596 | |||||||
| Accrued interest | 222 | - | 222 | |||||||
| Other | 479 | (6 | ) | b | 473 | |||||
| Total current liabilities | 2,345 | (6 | ) | 2,339 | ||||||
| Long-term debt | 11,432 | - | 11,432 | |||||||
| Deferred income taxes | 231 | (9 | ) | c | 222 | |||||
| Long-term operating lease liabilities | 535 | - | 535 | |||||||
| Other long-term liabilities | 828 | - | 828 | |||||||
| Total liabilities | 15,371 | (15 | ) | 15,356 | ||||||
| Redeemable noncontrolling interests in equity of consolidated subsidiaries | 359 | - | 359 | |||||||
| STOCKHOLDERS’ DEFICIT | ||||||||||
| Community Health Systems, Inc. stockholders’ deficit: | ||||||||||
| Preferred stock | - | - | - | |||||||
| Common stock | 1 | - | 1 | |||||||
| Additional paid-in capital | 2,175 | - | 2,175 | |||||||
| Accumulated other comprehensive loss | (10 | ) | - | (10 | ) | |||||
| Accumulated deficit | (4,080 | ) | 80 | d | (4,000 | ) | ||||
| Total Community Health Systems, Inc. stockholders’ deficit | (1,914 | ) | 80 | (1,834 | ) | |||||
| Noncontrolling interests in equity of consolidated subsidiaries | 238 | - | 238 | |||||||
| Total stockholders’ deficit | (1,676 | ) | 80 | (1,596 | ) | |||||
| Total liabilities and stockholders’ deficit | $ | 14,054 | $ | 65 | $ | 14,119 | ||||
| Unaudited Pro Forma Condensed Consolidated Statement of Loss | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (In millions, except per share amounts) | ||||||||||
| Year Ended December 31, 2024 | ||||||||||
| Pro Forma | ||||||||||
| As Reported | Adjustments | Pro Forma | ||||||||
| Net operating revenues | $ | 12,634 | $ | (166 | ) | e | $ | 12,468 | ||
| Operating costs and expenses: | ||||||||||
| Salaries and benefits | 5,418 | (59 | ) | e | 5,359 | |||||
| Supplies | 1,946 | (25 | ) | e | 1,921 | |||||
| Other operating expenses | 3,642 | (49 | ) | e | 3,593 | |||||
| Lease cost and rent | 299 | (6 | ) | e | 293 | |||||
| Depreciation and amortization | 486 | (4 | ) | e | 482 | |||||
| Impairment and (gain) loss on sale of businesses, net | 301 | (110 | ) | d | 191 | |||||
| Total operating costs and expenses | 12,092 | (253 | ) | 11,839 | ||||||
| Income from operations | 542 | 87 | 629 | |||||||
| Interest expense, net | 860 | - | 860 | |||||||
| Gain from early extinguishment of debt | (25 | ) | - | (25 | ) | |||||
| Equity in earnings of unconsolidated affiliates | (10 | ) | - | (10 | ) | |||||
| Loss before income taxes | (283 | ) | 87 | (196 | ) | |||||
| Provision for income taxes | 79 | 25 | c, d | 104 | ||||||
| Net loss attributable to Community Health Systems, | (362 | ) | 62 | (300 | ) | |||||
| Less: Net income attributable to noncontrolling interests | 154 | - | 154 | |||||||
| Net loss attributable to Community Health Systems, | ||||||||||
| Inc. stockholders | $ | (516 | ) | $ | 62 | $ | (454 | ) | ||
| Loss per share attributable to Community | ||||||||||
| Health Systems, Inc. stockholders: | ||||||||||
| Basic | $ | (3.90 | ) | $ | (3.44 | ) | ||||
| Diluted | $ | (3.90 | ) | $ | (3.44 | ) | ||||
| Weighted-average number of shares outstanding: | ||||||||||
| Basic | 132 | 132 | ||||||||
| Diluted | 132 | 132 |
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following items resulted in adjustments in the unaudited pro forma condensed consolidated financial information:
- Adjustment represents cash consideration received from the sale of the Facilities of approximately $284 million, after giving effect to estimated working capital and other purchase price adjustments.
- Adjustments represent the elimination of assets and liabilities held for sale attributable to the Facilities.
- Adjustments represent the impact to income taxes associated with the sale of the Facilities. For the twelve months ended December 31, 2024, a benefit of approximately $5 million related to the elimination of revenues, costs and expenses set forth in Note (e) is offset by income tax expense of approximately $30 million related to the sale. The estimated tax effect of pro forma adjustments is calculated at the statutory rate for the respective period adjusted for discrete impacts including changes in valuation allowances.
- Adjustments reflect a $110 million pre-tax gain ($80 million after tax) on sale of the Facilities calculated as follows:
| Cash received | $ | 284 | |
|---|---|---|---|
| Less: Carrying value of the Facilities | (76 | ) | |
| Less: Goodwill allocated to sale of the Facilities | (98 | ) | |
| Pro forma gain before income taxes | 110 | ||
| Provision for income taxes | (30 | ) | |
| Pro forma net gain on sale of the Facilities | $ | 80 |
Adjustments reflect the elimination of revenues, costs and expenses directly attributable to the Facilities. Adjustments do not include certain general corporate overhead costs previously allocated to the Facilities that will have a continuing effect on the Company post-closing.
EX-99.2
Exhibit 99.2
COMMUNITY HEALTH SYSTEMS COMPLETES DIVESTITURE OF
MOORESVILLE, NORTH CAROLINA HOSPITAL TO DUKE HEALTH
FRANKLIN, Tenn. (April 1, 2025) – Community Health Systems, Inc. (NYSE: CYH) announced today that subsidiaries of the Company have completed the divestiture of Lake Norman Regional Medical Center in Mooresville, North Carolina, and related businesses to subsidiaries of Duke University Health System, Inc. for $284 million. The entry into the definitive agreement for this transaction was announced on December 11, 2024, and the closing was effective April 1, 2025.
About Community Health Systems, Inc.
Community Health Systems, Inc. is one of the nation’s largest healthcare companies. The Company's affiliates are leading providers of healthcare services, developing and operating healthcare delivery systems in 36 distinct markets across 14 states. The Company's subsidiaries own or lease 72 affiliated hospitals with more than 10,000 beds and operate more than 1,000 sites of care, including physician practices, urgent care centers, freestanding emergency departments, occupational medicine clinics, imaging centers, cancer centers and ambulatory surgery centers. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” The Company’s headquarters are located in Franklin, Tennessee, a suburb south of Nashville. More information about the Company can be found on its website at www.chs.net.
Media Contact: Tomi Galin Executive Vice President, Corporate Communications, Marketing and Public Affairs
615-628-6607
Investor Contacts: Kevin Hammons President and Chief Financial Officer
615-465-7000
Anton Hie Vice President – Investor Relations
615-465-7012
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