NAPLES, Fla. --(BUSINESS WIRE)-- Health Management Associates, Inc. (NYSE: HMA) (“Issuer”) today announced the early results of the previously announced cash tender offers for any and all of its (i) $400 million outstanding principal amount of 6.125% Senior Notes due 2016 (CUSIP No. 421933AH5) (the “2016 Notes”) and (ii) $875 million outstanding principal amount of 7.375% Senior Notes due 2020 (CUSIP No. 421933AL6) (the “2020 Notes” and, together with the 2016 Notes, the “Notes”), as of 5:00 p.m. , New York City time, January 23, 2014 (the “Consent Expiration” or “Withdrawal Time”), as well as the results of the previously announced consent solicitations with respect to the Notes, which expired at the Consent Expiration. As of the Consent Expiration, $370,288,000 aggregate principal amount, or approximately 92.6%, of the outstanding 2016 Notes and $854,088,000 aggregate principal amount, or approximately 97.6%, of the outstanding 2020 Notes have been validly tendered and not withdrawn, and the holders thereof have consented to the proposed amendments to the indenture governing the 2016 Notes (the “2016 Indenture”) and the indenture governing the 2020 Notes (the “2020 Indenture” and, together with the 2016 Notes, the “Indentures”) set forth in an Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”), that was sent to holders of the Notes. Having received the requisite consents from the holders of Notes in connection with the consent solicitations, the Issuer intends to execute a supplemental indenture with respect to each of the Indentures (the “Supplemental Indentures”), which will eliminate substantially all of the covenants, certain default provisions applicable to the Notes and certain other provisions contained in each of the Indentures. The amendments contemplated by each Supplemental Indenture will not become operative until a majority in aggregate principal amount of the applicable series of Notes has been purchased by the Issuer pursuant to the terms of the tender offers, which is expected to occur on January 27, 2014 . The following table sets forth the outstanding principal amount of Notes and the principal amount that has been tendered and not withdrawn as of the Consent Expiration: Title of Security CUSIP Number Principal Amount Outstanding Aggregate Principal Amount Tendered and Not Withdrawn 6.125% Senior Notes due 2016 421933AH5 $400,000,000 $370,288,000 7.375% Senior Notes due 2020 421933AL6 $875,000,000 $854,088,000 Holders who validly tendered (and did not subsequently withdraw) their 2016 Notes prior to the Consent Expiration are eligible to receive the “Total Consideration” of $1,118.13 per $1,000 principal amount of the 2016 Notes, which includes a consent payment of $30.00 per $1,000 principal amount of the 2016 Notes. Holders who validly tendered (and did not subsequently withdraw) their 2020 Notes prior to the Consent Expiration are eligible to receive the “Total Consideration” of $1,161.88 per $1,000 principal amount of the 2020 Notes, which includes a consent payment of $30.00 per $1,000 principal amount of the 2020 Notes. These holders will also receive accrued and unpaid interest from the last interest payment on the applicable Notes up to, but not including, the payment date for such Notes accepted for purchase, which is expected to be January 27, 2014 . The tender offers will expire at 11:59 p.m. , New York City time, on February 6, 2014 , unless extended or earlier terminated by the Issuer in its sole discretion (the “Expiration Time”). Holders who validly tender (and do not validly withdraw) their 2016 Notes after the Consent Expiration and prior to the Expiration Time will be entitled to receive consideration equal to $1,088.13 per $1,000 principal amount of the 2016 Notes. Holders who validly tender (and do not validly withdraw) their 2020 Notes after the Consent Expiration and prior to the Expiration Time will be entitled to receive consideration equal to $1,131.88 per $1,000 principal amount of the 2020 Notes. These holders will also receive accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes accepted for purchase, which is expected to be promptly after the Expiration Time. Holders of Notes tendered after the Consent Expiration will not receive a consent payment. Consummation of the tender offers and consent solicitations remains subject to the satisfaction or waiver of certain previously announced conditions including, but not limited to: (i) the consummation of the merger in which Issuer will survive as a direct or indirect wholly owned subsidiary of CHS/Community Health Systems, Inc. , a Delaware corporation and wholly owned subsidiary of Community Health Systems, Inc., a Delaware corporation (“CHS”), which is expected to occur on January 27, 2014 (such merger, the “Merger”), (ii) the completion of certain debt financing transactions and availability of sufficient funds, (iii) the execution and delivery of the Supplemental Indentures and (iv) certain other conditions. Substantially concurrently with the closing of the Merger, the Issuer intends to irrevocably call for redemption all of the Notes that remain outstanding after the tender offers in accordance with the applicable Indenture. Prior to the completion of the redemptions, the Issuer will satisfy and discharge the Indentures governing the Notes by depositing the redemption prices in trust in accordance with the satisfaction and discharge provisions of the Indentures. The complete terms and conditions of the tender offers and consent solicitations are set forth in the Offer to Purchase and related Consent and Letter of Transmittal (“Letter of Transmittal”) that were sent to holders of the Notes. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Tender and Information Agent for the tender offers and consent solicitations, D.F. King & Co. Inc., at (800) 290-6427 (toll-free). BofA Merrill Lynch and Credit Suisse are the Dealer Managers and Solicitation Agents for the tender offers and consent solicitations. Questions regarding the terms of the tender offers or consent solicitations may be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) and (980) 387-3907 (collect) and Credit Suisse at (800) 820-1653 (toll-free) and (212) 538-2147. This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The tender offers and consent solicitations are being made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. Holders are urged to read the Offer to Purchase and related documents carefully before making any decision with respect to the tender offers and consent solicitations. Holders of Notes must make their own decisions as to whether to tender their Notes and provide the related consents. None of Issuer, the Dealer Managers and Solicitation Agents or the Tender and Information Agent makes any recommendations as to whether holders should tender their Notes pursuant to the tender offers or provide the related consents, and no one has been authorized to make such a recommendation. The tender offers and consent solicitations are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. Issuer expressly reserves the right, subject to applicable law, to terminate the tender offers and consent solicitations. This press release does not constitute a notice of redemption or an obligation to issue a notice of redemption in respect of the Notes. About HMA Health Management Associates, Inc. , through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 11,000 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements”. These statements include, but are not limited to, statements regarding the expected timing of the completion of the Merger, the benefits of the Merger, including future financial and operating results, the combined company’s plans, objectives, expectations and other statements that are not historical facts. Such statements are based on the views and assumptions of the management of CHS and Issuer and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements. Such differences may result from the following factors: the ability to close the transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the receipt of governmental approvals; the risk that the benefits of the transaction, including cost savings and other synergies may not be fully realized or may take longer to realize than expected; the impact of the transaction on third-party relationships; actions taken by either of the companies; changes in regulatory, social and political conditions, as well as general economic conditions. Additional risks and factors that may affect results are set forth in Issuer’s and CHS’s filings with the Securities and Exchange Commission , including each company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2012 or any Quarterly Report on Form 10-Q for a subsequent period, in each case as may be amended or supplemented. The forward-looking statements speak only as of the date of this communication. HMA does not undertake any obligation to update these statements. Health Management Associates, Inc. John Merriwether , 239-552-3415 Vice President of Investor Relations or Joseph Meek , 239-552-3453 Vice President & Treasurer Source: Health Management Associates, Inc.
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