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COMMUNITY HEALTH SYSTEMS INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Regulation FD Disclosure, Financial Statements and Exhibits

January 28, 2014

Item 1.01 Entry into a Material Definitive Agreement. As previously announced, on July 29, 2013 , Community Health Systems, Inc. ("CHS"), FWCT-2 Acquisition Corporation , an indirect, wholly-owned subsidiary of CHS ("Merger Sub"), and Health Management Associates, Inc. ("HMA") entered into an Agreement and Plan of Merger (as amended on September 24, 2013 , the "Merger Agreement"). On January 27, 2014 , pursuant to the Merger Agreement, Merger Sub merged with and into HMA, with HMA becoming an indirect, wholly-owned subsidiary of CHS (the "Merger"). The Merger is more fully described in Item 2.01 below. In connection with the Merger, CHS completed additional corporate and financing activities, which are summarized in the following table and more fully described in this Item 1.01. The following table summarizes the financing activities associated with the Merger, with detail of the balances for the debt obligations prior to and adjusted for the Merger (note that only the debt obligations and activities associated with the Merger are included in this summary; the other debt obligations of CHS/Community Health Systems, Inc. , a wholly-owned subsidiary of CHS ("CHS/CHS"), and its subsidiaries are not included): As of January 27, 2014 Prior to Merger Adjusted for Merger (Dollars in millions) Amended and Restated Credit Facility: Term Loan A $ 638 $ 1,000 Term Loan B - Nonextended Term Loans 60 - Term Loan C - Extended Term Loans 3,353 - New term loan D - 4,602 New term loan E - 1,677 Revolving credit loans (1) 115 - New 2021 Secured Notes - 1,000 New 2022 Unsecured Notes - 3,000 (1) The available borrowing under the revolving credit facility increased from $750 million to $1.0 billion . The Amended and Restated Credit Agreement On January 27, 2014 , CHS and CHS/CHS entered into a third amendment and restatement (the "Amendment") of their existing credit agreement, dated as of July 25, 2007 , as amended and restated as of November 5, 2010 and as of February 2, 2012 , among CHS, CHS/CHS, the lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent (as amended and restated, the "Credit Agreement"). The Amendment provides for (i) the replacement of the revolving credit facility with a new $1.0 billion revolving facility maturing 2019 (the "Revolving Facility"), (ii) the addition of a $1.0 billion Term A facility due 2019 (the "Term A Facility"), (iii) a Term D facility in an aggregate principal amount equal to $4.602 billion due 2021 (which includes certain Extended Term Loans that were converted into such Term D facility (collectively, the "Term D Facility")), (iv) the conversion of certain Extended Term Loans into Term E Loans and the borrowing of new Term E Loans due 2017 in an aggregate principal amount of $1.677 billion (collectively, the "Term E Facility" and, together with the Revolving Facility, the Term D Facility and the Term A Facility, the "Credit Facilities") and (v) the addition of flexibility commensurate with the post-acquisition structure of CHS. In addition to funding a portion of the Merger, some of the proceeds of the Term A Facility and Term D Facility will be used to refinance the outstanding $638 million existing Term A facility due 2016 and the $60 million of Non-Extended Term Loans due 2014, respectively. Loans in respect of the Credit Facilities may be borrowed in LIBOR and Base Rate. Loans in respect of the Revolving Facility and the Term A Facility will accrue interest at a rate per annum initially equal to LIBOR plus 2.75%, in the case of LIBOR borrowings, and Base Rate plus 1.75%, in the case of Base Rate borrowings. In addition, the margin in respect of the Revolving Facility and the Term A Facility will be subject to step-downs determined by reference to a leverage based pricing grid. Loans in respect of the Term D Facility and the Term E Facility will accrue interest at a rate per annum equal to LIBOR plus 3.25%, in the case of LIBOR borrowings, and Base Rate plus 2.25%, in the case of Base Rate Borrowings. The Term D Facility will be subject to a 1.00% LIBOR floor. The Amendment was effected pursuant to the terms of an amendment and restatement agreement, dated as of January 27, 2014 (the "Amendment and Restatement Agreement"), among CHS, CHS/CHS, certain of the CHS/CHS's subsidiaries as guarantors, the lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent. The foregoing summary of the Amendment and Restatement Agreement and the Credit Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment and Restatement Agreement and the Credit Agreement, copies of which are attached to this report as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference. The Indentures In connection with the consummation of the Merger, FWCT-2 Escrow Corporation , a wholly-owned subsidiary of CHS ("Escrow Sub") issued: (i) $1,000,000,000 aggregate principal amount of 5.125% Senior Secured Notes due 2021 (the "Secured Notes") pursuant to an indenture, dated as of January 27, 2014 , by and among Escrow Sub, Regions Bank , as trustee, and Credit Suisse AG, as collateral agent . . . Item 2.01 Completion of Acquisition or Disposition of Assets. On January 27, 2014 , CHS completed its previously announced acquisition of HMA through the Merger. At the effective time of the Merger (the "Effective Time"), each share of class A common stock, par value $0.01 per share, of HMA (the "HMA Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares of HMA Common Stock owned by CHS, Merger Sub or HMA or any of their respective wholly-owned subsidiaries, and other than shares of HMA Common Stock, if any, as to which dissenters' rights have been properly exercised) was cancelled and converted into the right to receive, upon the terms and subject to the conditions set forth in the Merger Agreement, (i) $10.50 in cash, without interest, (ii) 0.06942 of a share of common stock, par value $0.01 per share, of CHS and (iii) one CVR issued by CHS subject to and in accordance with the Contingent Value Rights Agreement described in Item 1.01 above. Pursuant to the Merger Agreement, CHS paid approximately $2.78 billion in cash and issued 18,364,420 shares of CHS Common Stock and 264,544,053 CVRs to former holders of HMA Common Stock in the Merger. The foregoing description of the Merger Agreement and the Merger is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, as amended by the Amendment and Consent to Agreement and Plan of Merger, dated as of September 24, 2013 , by and among HMA, CHS, and Merger Sub, copies of which are attached to this report as Exhibits 2.1 and 2.2, respectively, and incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. In connection with the consummation of the Merger, a total of 264,544,053 CVRs were issued by CHS. The CVRs trade on the NASDAQ Global Market under the symbol "CYHHZ." The information set forth in Item 1.01 above is incorporated herein by reference. -------------------------------------------------------------------------------- Item 7.01 Regulation FD Disclosure. On January 27, 2014 , CHS issued a press release announcing the consummation of the Merger. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. CHS intends to file the financial statements of HMA required by Item 9.01(a) as an amendment to this Current Report on Form 8-K not later than 71 days after the date of this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information. The pro forma financial information required by Item 9.01(b) was previously reported in CHS's Current Report on Form 8-K filed with the SEC on January 10, 2014 and is incorporated herein by reference. (d) Exhibits. Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, dated as of July 29, 2013 , by and among Health Management Associates, Inc., Community Health Systems, Inc. and FWCT-2 Acquisition Corporation (incorporated herein by reference to Exhibit 2.1 to CHS's Current Report on Form 8-K filed with the SEC on July 30, 2013 ). 2.2 Amendment and Consent to Agreement and Plan of Merger, dated as of September 24, 2013 , by and among Health Management Associates, Inc., Community Health Systems, Inc. and FWCT-2 Acquisition Corporation (incorporated herein by reference to Exhibit 2.1 to CHS's Current Report on Form 8-K filed with the SEC on September 25, 2013 ). 4.1 Secured Indenture, dated as of January 27, 2014 , by and among FWCT-2 Escrow Corporation , Regions Bank , as trustee, and Credit Suisse AG, as collateral agent. 4.2 First Supplemental Indenture, dated as of January 27, 2014 , to the Secured Indenture dated, dated as of January 27, 2014 , by and among CHS/Community Health Systems, Inc. , the guarantors party thereto, Regions Bank , as trustee, and Credit Suisse AG, as collateral agent. 4.3 Unsecured Indenture, dated as of January 27, 2014 , by and among FWCT-2 Escrow Corporation and Regions Bank , as trustee. 4.4 First Supplemental Indenture, dated as of January 27, 2014 , to the Unsecured Indenture, dated as of January 27, 2014 , by and among by and among CHS/Community Health Systems, Inc. , the guarantors party thereto and Regions Bank , as trustee. -------------------------------------------------------------------------------- 4.5 Secured Notes Registration Rights Agreement, dated as of January 27, 2014 , by and among FWCT-2 Escrow Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities ( USA ) LLC, each as a representative of the initial purchasers. 4.6 Unsecured Notes Registration Rights Agreement, dated as of January 27, 2014 , by and among FWCT-2 Escrow Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities ( USA ) LLC, each as a representative of the initial purchasers. 4.7 Secured Notes Registration Rights Agreement Joinder, dated as of January 27, 2014 , by and among CHS/Community Health Systems, Inc. , the subsidiaries party thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities ( USA ) LLC, each as a representative of the initial purchasers thereto. 4.8 Unsecured Notes Registration Rights Agreement Joinder, dated as of January 27, 2014 , by and among CHS/Community Health Systems, Inc. , the subsidiaries party thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities ( USA ) LLC, each as a representative of the initial purchasers. 10.1 Third Amendment and Restatement Agreement, dated as of January 27, 2014 , to the Credit Agreement dated as of July 25, 2007 , as amended and restated as of November 5, 2010 and as of February 2, 2012 , among CHS/Community Health Systems, Inc. , Community Health Systems, Inc. , the subsidiaries of CHS/Community Health Systems, Inc. party thereto, the lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent. 10.2 Third Amended and Restated Credit Agreement, dated as of July 25, 2007 , as amended and restated as of November 5, 2010 , February 2, 2012 and January 27, 2014 , among CHS/Community Health Systems, Inc. , Community Health Systems, Inc. , the lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent. 10.3 Contingent Value Rights Agreement, dated as of January 27, 2014 , by and between Community Health Systems, Inc. and American Stock Transfer & Trust Company, LLC , as trustee. 99.1 Press Release of Community Health Systems, Inc. , dated January 27, 2014 . --------------------------------------------------------------------------------


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