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Business Wire
28-07-2025
- Business
- Business Wire
Community Health Systems, Inc. Announces Commencement of Tender Offer for 5.625% Senior Secured Notes Due 2027
FRANKLIN, Tenn.--(BUSINESS WIRE)--Community Health Systems, Inc. (the 'Company') (NYSE: CYH) today announced that its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the 'Issuer'), has commenced a cash tender offer (the 'Tender Offer') for up to $1,470 million of the Issuer's approximately $1,757 million aggregate principal amount outstanding 5.625% Senior Secured Notes due 2027 (the '2027 Notes'), on the terms and subject to the conditions set forth in the Issuer's Offer to Purchase dated July 28, 2025. The Tender Offer will expire at 5:00 p.m., New York City time, on August 25, 2025 (the 'Expiration Time'), unless extended or earlier terminated by the Issuer. The Issuer reserves the right to amend, extend or terminate the Tender Offer at any time subject to applicable law. Certain information regarding the 2027 Notes and the terms of the Tender Offer is summarized in the table below. CUSIP / ISIN No.(1) Title of Security Aggregate Principal Amount Outstanding(2) Tender Cap Reference U.S. Treasury Security Bloomberg Reference Page(3) Fixed Spread Early Tender Payment(4) 144A: 12543D BG4 / US12543DBG43 Reg. S: U17127 AR9 / USU17127AR95 5.625% Senior Secured Notes due 2027 $1,757,000,000 $1,470,000,000 4.875% U.S. Treasury Notes due November 30, 2025 FIT3 +50 basis points $30 Expand ____________________ (1) CUSIP and ISIN information is provided for the convenience of the holders. No representation is made as to the correctness or accuracy of such numbers. (2) Aggregate principal amount outstanding as of the date hereof. (3) The page on Bloomberg from which the dealer manager for the Tender Offer will quote the bid-side price of the Reference U.S. Treasury Security (as defined below). (4) Per $1,000 principal amount of 2027 Notes validly tendered (and not validly withdrawn) and accepted for purchase by us. Expand The Tender Offer is being made upon and is subject to the terms and conditions set forth in the Offer to Purchase dated July 28, 2025 (the 'Offer to Purchase'). The 2027 Notes tendered prior to 5:00 p.m., New York City time, on August 8, 2025 (the 'Withdrawal Deadline'), may be withdrawn at any time prior to the Withdrawal Deadline. 2027 Notes tendered after the Withdrawal Deadline may not be withdrawn. The consideration (the 'Early Tender Consideration') offered per $1,000 principal amount of 2027 Notes validly tendered at or prior to 5:00 p.m., New York City time, on August 8, 2025 (such date and time, as it may be extended, the 'Early Tender Deadline') and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the fixed spread specified in the table above, plus the yield of the U.S. Treasury security specified in the table above (the 'Reference U.S. Treasury Security'), based on the bid-side price of the Reference U.S. Treasury Security as quoted on the Bloomberg Reference Page specified in the table above, calculated as of 10:00 a.m., New York City time, on August 11, 2025, unless extended or the Tender Offer is earlier terminated by the Issuer. The Early Tender Deadline is the last date and time for holders to tender their 2027 Notes in order to be eligible to receive the Early Tender Consideration, which includes an early tender premium of $30 per $1,000 principal amount of Notes (the 'Early Tender Payment'). Holders of Notes tendered following the Early Tender Deadline, but on or prior to the Expiration Time and accepted for purchase will receive an amount equal to the Early Tender Consideration minus the Early Tender Payment (the 'Late Tender Consideration'). In addition to the Early Tender Consideration or the Late Tender Consideration, as applicable, holders whose 2027 Notes are purchased in the Tender Offer will receive accrued and unpaid interest on such 2027 Notes from and including the last interest payment date for the 2027 Notes up to, but not including, the applicable settlement date for such 2027 Notes accepted for purchase. Subject to the satisfaction or waiver of certain conditions, the Issuer reserves the right, following the Early Tender Deadline, to accept for purchase prior to the Expiration Time all 2027 Notes validly tendered on or prior to the Early Tender Deadline (the 'Early Settlement Election'). The Issuer will announce whether it intends to exercise the Early Settlement Election (the 'Early Settlement Announcement') following the Early Tender Deadline. If the Issuer exercises the Early Settlement Election, it will pay the total consideration promptly following the Early Settlement Announcement, which is currently expected to occur on August 12, 2025, subject to all conditions of the Tender Offer having been satisfied or waived by the Issuer (the 'Early Payment Date'), plus accrued and unpaid interest on the purchased 2027 Notes from the interest payment date for the 2027 Notes immediately preceding the Early Payment Date to, but not including, the Early Payment Date. The settlement date for 2027 Notes that are tendered following the Early Tender Deadline but on or prior to the Expiration Time is anticipated to be August 27, 2025, the second business day after the Expiration Time, assuming the Tender Cap of 2027 Notes is not purchased on the Early Payment Date. Tendered 2027 Notes may be subject to proration if the aggregate principal amount of 2027 Notes validly tendered and not validly withdrawn would cause the Tender Cap to be exceeded. Furthermore, if the Tender Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender 2027 Notes following the Early Tender Deadline will not have any of their Notes accepted for payment. The Issuer's obligation to accept for purchase, and to pay for, 2027 Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions, including, among others, the condition that the Issuer has completed a debt financing on terms and conditions satisfactory to it yielding gross cash proceeds of $1,500,000,000 or more. The complete terms and conditions of the Tender Offer are set forth in the Tender Offer documents that are being sent to holders of 2027 Notes. Holders of 2027 Notes are urged to read the Tender Offer documents carefully. The Issuer has retained Citigroup Global Markets Inc. to act as dealer manager in connection with the Tender Offer. Questions about the Tender Offer may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect). Copies of the Tender Offer documents and other related documents may be obtained from Global Bondholder Services Corporation, the depositary and information agent for the Tender Offer, at (855) 654-2015 (toll free) or (212) 430-3774 (collect) or email contact@ The Tender Offer is being made solely by means of the Tender Offer documents. Under no circumstances shall this press release constitute an offer to purchase or sell or the solicitation of an offer to purchase or sell the 2027 Notes or any other securities of the Issuer or any other person, nor shall there be any offer or sale of any 2027 Notes or other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In addition, nothing contained herein constitutes a notice of redemption of the 2027 Notes. No recommendation is made as to whether holders of the 2027 Notes should tender their 2027 Notes. Forward-Looking Statements This press release may include information that could constitute forward-looking statements. These statements involve risk and uncertainties. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.
Associated Press
03-03-2025
- Business
- Associated Press
Announcement by Alcoa Corporation of Offers to Purchase for Cash Certain Outstanding Securities Listed Below
Alcoa Corporation (' Alcoa ') (NYSE: AA) announces that its wholly-owned subsidiary, Alcoa Nederland Holding B.V. (' ANHBV '), has commenced the following offers to purchase: (A) ANHBV's offer to purchase for cash any and all outstanding 5.500% senior unsecured notes due 2027 (the ' Any and All Notes ') issued by ANHBV, fully guaranteed on an unsecured basis by Alcoa (the ' Any and All Offer '): Title of Security CUSIP / ISIN Principal Amount Outstanding Reference U.S. Treasury Security Bloomberg Reference Page (1) Fixed Spread 5.500% Senior Unsecured Notes due 2027 Rule 144A: 013822AE1 / US013822AE11 Regulation S: N02175AD4 / USN02175AD40 US$750,000,000 2.875% U.S. Treasury due June 15, 2025 FIT 3 0 bps __________________ (1) The applicable page on Bloomberg from which the Dealer Managers will quote the bid side price of the Reference U.S. Treasury Security. (B) ANHBV's offer to purchase for cash outstanding 6.125% senior unsecured notes due 2028 (the ' Capped Notes ' and, together with the Any and All Notes, the ' Notes ') issued by ANHBV, fully guaranteed on an unsecured basis by Alcoa, up to an aggregate principal amount not to exceed US$250,000,000 (the ' Maximum Principal Amount ') (the ' Capped Offer ' and, together with the Any and All Offer, the ' Offers '): Title of Security CUSIP / ISIN Principal Amount Outstanding Capped Early Consideration (1)(2) Early Tender Premium (1) Capped Late Consideration (1) 6.125% Senior Unsecured Notes due 2028 Rule 144A: 013822AC5 / US013822AC54 Regulation S: N02175AC6 / USN02175AC66 US$500,000,000 US$1,012.50 US$30 US$982.50 __________________ (1) Per US$1,000 principal amount. (2) Includes the Early Tender Premium (as defined below). Information on the Offers The Any and All Offer is scheduled to expire at 5:00 p.m., New York City time, on March 14, 2025, unless extended or earlier terminated by ANHBV in its sole discretion (such time and date, as it may be extended or earlier terminated, the ' Any and All Expiration Date '). Holders of Any and All Notes who validly tender (and do not validly withdraw) their Any and All Notes at or prior to the Any and All Expiration Date or deliver a properly completed and duly executed notice of guaranteed delivery at or prior 5:00 p.m., New York City time, March 18, 2025, will be eligible to receive the Any and All Total Consideration (as defined below). Validly tendered Any and All Notes may be validly withdrawn at any time at or prior to the Any and All Expiration Date, unless extended or earlier terminated by ANHBV as described in that certain offer to purchase dated March 3, 2025 relating to the Any and All Offer and the Capped Offer (the ' Offer to Purchase '), but not thereafter. The ' Any and All Total Consideration ' payable per US$1,000 principal amount of Any and All Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Any and All Offer, will be determined in the manner described in the Offer to Purchase by reference to the applicable Fixed Spread for such Any and All Notes plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above at 11:00 a.m., New York City time, on the Any and All Price Determination Date (as defined in the Offer to Purchase). If the Any and All Expiration Date is extended by more than 48 hours by ANHBV in its sole discretion, the Any and All Price Determination Date may be extended to 11:00 a.m., New York City time, on the same day as the extended Any and All Expiration Date. The Capped Offer is scheduled to expire at 5:00 p.m., New York City time, on March 31, 2025, unless extended or earlier terminated by ANHBV in its sole discretion (such time and date, as it may be extended or earlier terminated, the ' Capped Expiration Date ' and, together with the Any and All Expiration Date, each an ' Expiration Date '). Holders of Capped Notes who validly tender (and do not validly withdraw) their Capped Notes at or prior to 5:00 p.m., New York City time, on March 14, 2025, unless extended or earlier terminated by ANHBV in its sole discretion (such time and date, as it may be extended or earlier terminated, the ' Capped Early Tender Date ') will be eligible to receive the Capped Early Consideration set forth in the table above for each US$1,000 principal amount of Capped Notes (the ' Capped Early Consideration '), which includes an early tender premium (the ' Early Tender Premium '). Holders of Capped Notes who validly tender their Capped Notes after the Capped Early Tender Date but at or prior to the Capped Expiration Date in the manner described in the Offer to Purchase will not be eligible to receive the Capped Early Consideration and will, therefore, only be eligible to receive the Capped Late Consideration set forth in the table above for each US$1,000 principal amount of Capped Notes (which does not include the Early Tender Premium) (the ' Capped Late Consideration '). Validly tendered Capped Notes may be validly withdrawn at any time prior to the Capped Early Tender Date but not thereafter, except as the Capped Early Tender Date may extended or earlier terminated by ANHBV in its sole discretion. In addition to the Any and All Total Consideration, the Capped Early Consideration, or the Capped Late Consideration, as applicable, all holders whose Notes are accepted for purchase pursuant to the Offers will be paid accrued and unpaid interest on the Notes (' Accrued Interest ') from, and including, the applicable last interest payment date up to, but not including, the applicable Settlement Date (as defined below) payable on such date. For the avoidance of doubt, we will not pay Accrued Interest for any periods following the applicable Settlement Date in respect of any Notes accepted for purchase in the applicable Offer. Accrued Interest on the Any and All Notes tendered using the guaranteed delivery procedures set forth in the Offer to Purchase will cease to accrue on the Any and All Settlement Date. If the aggregate principal amount of the Capped Notes validly tendered (and not validly withdrawn) at or prior to the Capped Early Tender Date or the Capped Expiration Date exceeds the Maximum Principal Amount, a prorated amount of the Capped Notes validly tendered (and not validly withdrawn) by holders of the Capped Notes at or prior to the Capped Early Tender Date or the Capped Expiration Date, as the case may be, will be accepted for purchase. Notes may be tendered and accepted for payment only in principal amounts equal to minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. Holders who tender less than all their Notes must continue to hold such series of Notes in minimum principal amounts of US$200,000 and integral multiples of US$1,000. Subject to applicable law, each of the Offers may be individually amended, extended, terminated or withdrawn without amending, extending, terminating or withdrawing, as the case may be, the other Offer. Settlement Settlement of the Any and All Offer is expected to occur on the third Business Day (as defined in the Offer to Purchase) following the Any and All Expiration Date, unless the Any and All Expiration Date is extended or earlier terminated by ANHBV in its sole discretion (the ' Any and All Settlement Date '). Tendered Any and All Notes may be withdrawn at any time at or prior to the Any and All Expiration Date. If the Any and All Offer is extended, the Any and All Withdrawal Date will be extended until the extended Any and All Expiration Date; provided that the Any and All Withdrawal Date will be further extended to permit withdrawal at any time after the 60th Business Day after commencement of the Any and All Offer if for any reason the Any and All Offer has not been consummated within 60 Business Days after commencement thereof. Holders of the Capped Notes that have validly tendered and not validly withdrawn their Capped Notes at or prior to the Capped Early Tender Date and whose Capped Notes are accepted for purchase shall, if ANHBV so elects, receive the Capped Early Consideration on the early settlement date, which date is expected to occur three Business Days following the Capped Early Tender Date (the ' Capped Early Settlement Date '). If ANHBV does not, in its sole discretion, elect to pay for such tendered Capped Notes prior to the Capped Expiration Date, then the Early Settlement Date will be the same as the final settlement date, which date is expected to occur two Business Days following the Capped Expiration Date (the ' Capped Final Settlement Date ' and, together with the Early Settlement Date and the Any and All Settlement Date, each a ' Settlement Date '). Conditions to Offers ANHBV's obligation to purchase Notes in the Offers is conditioned on the satisfaction or waiver of a number of conditions described in the Offer to Purchase, including (i) the entry by Alumina Pty Ltd (ABN 85 004 820 419) (' Alumina Pty '), a wholly-owned subsidiary of Alcoa, into a purchase agreement, on terms and conditions reasonably satisfactory to Alumina Pty, for the offer and sale of $1 billion aggregate principal amount of debt securities of one or more series to investors (the ' New Notes Offering ') yielding net proceeds that will be provided to ANHBV following a series of transactions among wholly-owned entities in the Alcoa group and that are sufficient, along with cash on hand, to fund the payment of the Any and All Total Consideration, Capped Early Consideration or Capped Late Consideration, as applicable, and Accrued Interest due to holders of the relevant Notes tendered in the Offers (the ' Pricing Condition '), and (ii) the closing of the New Notes Offering and receipt by ANHBV of the net proceeds therefrom on or prior to the applicable Settlement Date (the ' New Notes Settlement Condition ' and together with the Pricing Condition, the ' Financing Condition '). There can be no assurance that Alumina Pty will complete on time, or at all, the New Notes Offering or that the Financing Condition or any other condition will be satisfied. Neither of the Offers is conditioned upon the tender of any minimum principal amount of Notes of such series or of the other series. However, the Capped Offer is subject to the Maximum Principal Amount. ANHBV reserves the right, but is under no obligation, to increase or decrease the Maximum Principal Amount at any time without reinstating withdrawal rights or extending the Capped Early Tender Date, subject to applicable law. In the event of a termination of an Offer, neither the applicable consideration nor Accrued Interest will be paid or become payable to the holders of the applicable series of Notes, and the Notes tendered pursuant to such Offer will be promptly returned to the tendering holders. ANHBV has the right, in its sole discretion, not to accept any tenders of Notes for any reason and to amend or terminate the Offers at any time. Subsequent Redemptions or Repurchases From time to time after each applicable Expiration Date or termination or withdrawal of any of the Offers, ANHBV or any of its affiliates may acquire any Notes that are not purchased pursuant to the Offers through open market purchases, privately-negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as ANHBV or any of its affiliates may determine, which may be more or less than the price to be paid pursuant to the Offers and could be for cash or other consideration. ANHBV may also exercise its right to redeem any Notes not purchased in the Offers and that remain outstanding after the applicable Expiration Date pursuant to the respective indenture governing such series of Notes. There can be no assurance as to which, if any, of these alternatives or combinations thereof ANHBV will choose to pursue in the future. For More Information The terms and conditions of the Offers are described in the Offer to Purchase. Copies of the Offer to Purchase are available at and by request to D.F. King & Co., Inc., the tender agent and information agent for the Offers (the ' Tender and Information Agent '). Requests for copies of the Offer to Purchase should be directed to the Tender and Information Agent at +1 (800) 848-3409 (toll free) and +1 (212) 269-5550 (collect) or by e-mail to [email protected]. ANHBV reserves the right, in its sole discretion, not to accept any tenders of Notes for any reason. ANHBV is making the Offers only in those jurisdictions where it is legal to do so. ANHBV has engaged Morgan Stanley & Co. LLC and BofA Securities, Inc. to act as the dealer managers (the ' Dealer Managers ') in connection with the Offers. The Dealer Managers can be contacted at their telephone numbers set forth on the back cover page of the Offer to Purchase with questions regarding the Offers. Disclaimer None of ANHBV, Alcoa, the Dealer Managers, the Tender and Information Agent, the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders should or should not tender any Notes in response to the Offers or expressing any opinion as to whether the terms of the Offers are fair to any holder. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Offers. This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities, including with respect to the New Notes Offering. The Offers are being made solely by means of the Offer to Purchase. The Offers are not being made to holders of the 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. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of ANHBV by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. The securities proposed to be offered in the New Notes Offering have not been and will not be registered under the Securities Act of 1933, as amended (the 'Securities Act') or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act. Forward-Looking Statements This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, including those related to the Offers and the New Notes Offering. Forward-looking statements include those containing such words as 'aims,' 'ambition,' 'anticipates,' 'believes,' 'could,' 'develop,' 'endeavors,' 'estimates,' 'expects,' 'forecasts,' 'goal,' 'intends,' 'may,' 'outlook,' 'potential,' 'plans,' 'projects,' 'reach,' 'seeks,' 'sees,' 'should,' 'strive,' 'targets,' 'will,' 'working,' 'would,' or other words of similar meaning. All statements by Alcoa that reflect expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, forecasts concerning global demand growth for bauxite, alumina, and aluminum, and supply/demand balances; statements, projections or forecasts of future or targeted financial results, or operating performance (including our ability to execute on strategies related to environmental, social and governance matters); and statements about strategies, outlook, and business and financial prospects. These statements reflect beliefs and assumptions that are based on Alcoa's perception of historical trends, current conditions, and expected future developments, as well as other factors that management believes are appropriate in the circumstances. Forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and changes in circumstances that are difficult to predict. Although Alcoa believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Additional information concerning factors that could cause actual results to differ materially from those projected in the forward-looking statements is contained in Alcoa's filings with the Securities and Exchange Commission. Alcoa disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law. About Alcoa Alcoa is a global industry leader in bauxite, alumina and aluminum products with a vision to reinvent the aluminum industry for a sustainable future. Our purpose is to turn raw potential into real progress, underpinned by Alcoa Values that encompass integrity, operating excellence, care for people and courageous leadership. Since developing the process that made aluminum an affordable and vital part of modern life, our talented Alcoans have developed breakthrough innovations and best practices that have led to improved safety, sustainability, efficiency, and stronger communities wherever we operate. Yolande Doctor Investor Contact +1-412-992-5450 [email protected] Boone Media Contact INDUSTRY KEYWORD: NATURAL RESOURCES OTHER NATURAL RESOURCES MINING/MINERALS SOURCE: Alcoa Copyright Business Wire 2025.
