Item 2.01 Completion of Acquisition or Disposition of Assets. On June 1, 2026, 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 March 5, 2026 (the “Purchase Agreement”), with Freeman-Oak Hill Health System, d/b/a Freeman Health System (the “Purchaser”). The entry into the Purchase Agreement was previously disclosed on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (“SEC”) on March 5, 2026. Pursuant to the Purchase Agreement, at the closing, Purchaser acquired substantially all of the assets and assumed certain liabilities from certain subsidiaries of CHS related to (i) Northwest Medical Center - Bentonville in Bentonville, Arkansas, (ii) Northwest Medical Center - Springdale in Springdale, Arkansas, (iii) Northwest Medical Center - Willow Creek Women’s Hospital in Johnson, Arkansas, and (iv) Siloam Springs Regional Hospital in Siloam Springs, Arkansas, and the associated outpatient centers and practices (the transactions contemplated by the Purchase Agreement, the “Transaction”). The purchase price paid to CHS in connection with the closing of the Transaction, after giving effect to estimated working capital, the assumption of finance leases by the Purchaser and before certain transaction expenses, was $110 million in cash (subject to a post-closing working capital adjustment). The foregoing summary of the Transaction and the terms and conditions of the Purchase Agreement is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1 and incorporated by reference herein. 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 representations, 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.
CYH Community Health Systems Inc - 8-K
Accession
0001193125-26-2515402.018.019.01
Item 2.01 - Completion of Acquisition or Disposition of Assets
426 words · Exhibit 99.1 attached
Exhibit 99.1 · 1,809 words
EX-99.1 3 cyh-ex99_1.htm EX-99.1 Exhibit Number 99.1 COMMUNITY HEALTH SYSTEMS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On March 5, 2026, CHS/Community Health Systems, Inc. (“CHS”), a wholly-owned subsidiary of Community Health Systems, Inc. (the “Company”), entered into an asset purchase agreement, (the “Purchase Agreement”), with Freeman-Oak Hill Health System, d/b/a Freeman Health System (the “Purchaser”), providing for the Purchaser's acquisition of substantially all of the assets and assumption of certain liabilities from certain subsidiaries of CHS related to (i) Northwest Medical Center - Bentonville in Bentonville, Arkansas, (ii) Northwest Medical Center - Springdale in Springdale, Arkansas, (iii) Northwest Medical Center - Willow Creek Women’s Hospital in Johnson, Arkansas, and (iv) Siloam Springs Regional Hospital in Siloam Springs, Arkansas, and the associated outpatient centers and practices (collectively, the “Facilities”) (the transactions contemplated by the Purchase Agreement, the “Transaction”). On June 1, 2026, the Transaction was completed pursuant to the terms of the Purchase Agreement. The purchase price paid to CHS in connection with the closing of the Transaction, after giving effect to estimated working capital, the assumption of finance leases by the Purchaser and before certain transaction expenses, was $110 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 Accounting 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 March 31, 2026. The estimated loss on sale in connection with the Transaction is reflected in the unaudited pro forma condensed consolidated balance sheet within accumulated deficit. The accompanying unaudited pro forma condensed consolidated statement of loss for the three months ended March 31, 2026 and statement of income for the year ended December 31, 2025 (the “Pro Forma Periods”) includes certain pro forma adjustments to illustrate the estimated effect of the Company’s disposition, as if the Transaction had occurred on January 1, 2025. The amounts included in the historical columns represent the Company’s historical balance sheet and statement of income (loss) for the Pro Forma Periods 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 three months ended March 31, 2026, included in the Company's Quarterly Report on Form 10-Q filed on April 22, 2026, and the Company's financial statements for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed on February 19, 2026. Unaudited Pro Forma Condensed Consolidated Balance Sheet (In millions) March 31, 2026 Pro Forma As Reported Adjustments Pro Forma ASSETS Current assets Cash and cash equivalents $ 712 $ 107 a $ 819 Patient accounts receivable 2,139 - 2,139 Supplies 275 - 275 Prepaid income taxes - - - Prepaid expenses and taxes 226 - 226 Other current assets 421 (24 ) b 397 Total current assets 3,773 83 3,856 Property and equipment 8,088 - 8,088 Less accumulated depreciation and amortization (3,887 ) - (3,887 ) Property and equipment, net 4,201 - 4,201 Goodwill 3,130 - 3,130 Deferred income taxes 29 - 29 Other assets, net 2,047 (198 ) b 1,849 Total assets $ 13,180 $ (115 ) $ 13,065 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Current maturities of long-term debt $ 29 $ - $ 29 Current operating lease liabilities 97 - 97 Accounts payable 790 - 790 Income tax payable 53 (7 ) c 46 Accrued liabilities: Employee compensation 465 - 465 Accrued interest 178 - 178 Other 955 (60 ) b 895 Total current liabilities 2,567 (67 ) 2,500 Long-term debt 10,127 - 10,127 Deferred income taxes 25 - 25 Long-term operating lease liabilities 504 - 504 Other long-term liabilities 922 - 922 Total liabilities 14,145 (67 ) 14,078 Redeemable noncontrolling interests in equity of consolidated subsidiaries 260 - 260 STOCKHOLDERS ’ DEFICIT Community Health Systems, Inc. stockholders’ deficit: Preferred stock - - - Common stock 1 - 1 Additional paid-in capital 2,183 - 2,183 Accumulated other comprehensive loss (10 ) - (10 ) Accumulated deficit (3,628 ) (48 ) d (3,676 ) Total Community Health Systems, Inc. stockholders’ deficit (1,454 ) (48 ) (1,502 ) Noncontrolling interests in equity of consolidated subsidiaries 229 - 229 Total stockholders ’ deficit (1,225 ) (48 ) (1,273 ) Total liabilities and stockholders ’ deficit $ 13,180 $ (115 ) $ 13,065 Unaudited Pro Forma Condensed Consolidated Statement of Loss (In millions, except per share amounts) Three Months Ended March 31, 2026 Pro Forma As Reported Adjustments Pro Forma Net operating revenues $ 2,965 $ (111 ) e $ 2,854 Operating costs and expenses: Salaries and benefits 1,322 (49 ) e 1,273 Supplies 441 (18 ) e 423 Other operating expenses 828 (36 ) e 792 Lease cost and rent 69 (4 ) e 65 Depreciation and amortization 114 (4 ) e 110 Impairment and (gain) loss on sale of businesses, net (90 ) - (90 ) Total operating costs and expenses 2,684 (111 ) 2,573 Income from operations 281 - 281 Interest expense, net 213 - 213 Gain from early extinguishment of debt 8 - 8 Equity in earnings of unconsolidated affiliates (4 ) - (4 ) Income before income taxes 64 - 64 Provision for income taxes 89 - c 89 Net loss (25 ) - (25 ) Less: Net income attributable to noncontrolling interests 33 - 33 Net loss attributable to Community Health Systems, Inc. stockholders $ (58 ) $ - $ (58 ) Loss per share attributable to Community Health Systems, Inc. stockholders: Basic $ (0.43 ) $ (0.43 ) Diluted $ (0.43 ) $ (0.43 ) Weighted-average number of shares outstanding: Basic 134 134 Diluted 134 134 Unaudited Pro Forma Condensed Consolidated Statement of Income (In millions, except per share amounts) Year Ended December 31, 2025 Pro Forma As Reported Adjustments Pro Forma Net operating revenues $ 12,485 $ (415 ) e $ 12,070 Operating costs and expenses: Salaries and benefits 5,412 (186 ) e 5,226 Supplies 1,864 (71 ) e 1,793 Other operating expenses 3,424 (140 ) e 3,284 Lease cost and rent 277 (11 ) e 266 Depreciation and amortization 426 (14 ) e 412 Impairment and (gain) loss on sale of businesses, net (406 ) 55 d (351 ) Total operating costs and expenses 10,997 (367 ) 10,630 Income from operations 1,488 (48 ) 1,440 Interest expense, net 870 (2 ) e 868 Gain from early extinguishment of debt (97 ) - (97 ) Equity in earnings of unconsolidated affiliates (9 ) - (9 ) Income before income taxes 724 (46 ) 678 (Benefit from) provision for income taxes 48 (9 ) c, d 39 Net income attributable to Community Health Systems, 676 (37 ) 639 Less: Net income attributable to noncontrolling interests 167 - 167 Net income attributable to Community Health Systems, Inc. stockholders $ 509 $ (37 ) $ 472 Earnings per share attributable to Community Health Systems, Inc. stockholders: Basic $ 3.81 $ 3.53 Diluted $ 3.77 $ 3.50 Weighted-average number of shares outstanding: Basic 134 134 Diluted 135 135 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: a) Adjustment represents consideration received from the sale of the Facilities of approximately $110 million, net of transaction expenses of $3 million. b) Adjustments represent the elimination of assets and liabilities held for sale attributable to the Facilities. c) Adjustments represent the impact to income taxes associated with the sale of the Facilities. The income tax impact rounds to zero for the three months ended March 31, 2026 as it relates to the elimination of revenues, costs and expenses set forth in Note (e). For the twelve months ended December 31, 2025, there was an income tax benefit of approximately $2 million related to the elimination of revenues, costs and expenses set forth in Note (e) as well as an income tax benefit of approximately $7 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. d) Adjustments reflect a $55 million pre-tax loss ($48 million after tax) on sale of the Facilities calculated as follows: Consideration received $ 110 Less: Transaction expenses (3 ) Less: Carrying value of the Facilities (119 ) Less: Goodwill allocated to sale of the Facilities (43 ) Pro forma loss before income taxes (55 ) Provision for income taxes 7 Pro forma net loss on sale of the Facilities $ (48 ) e) 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.
Item 8.01 - Other Events
44 words · Exhibit 99.2 attached
Item 8.01 Other Events. On June 1, 2026, 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.
Exhibit 99.2 · 303 words
EX-99.2 4 cyh-ex99_2.htm EX-99.2 Exhibit 99.2 Community Health Systems Completes Sale of FOUR ARKANSAS HOSPITALS TO FREEMAN HEALTH SYSTEM FRANKLIN, Tenn. (June 1, 2026) -- Community Health Systems, Inc. (NYSE: CYH) announced today that a subsidiary of the Company has completed the divestiture of substantially all of the assets of 128-bed Northwest Medical Center – Bentonville, in Bentonville, Arkansas; 222-bed Northwest Medical Center – Springdale in Springdale, Arkansas; 64-bed Northwest Medical Center – Willow Creek Women’s Hospital in Johnson, Arkansas; and 73-bed Siloam Springs Regional Hospital in Siloam Springs, Arkansas; and the associated outpatient centers and practices, to Freeman Health System for $110 million, before certain transaction expenses. The entry into the definitive agreement for this transaction was announced on March 5, 2026, and the closing was effective June 1, 2026. Leerink Partners acted as exclusive financial advisor to the Company for the transaction. 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 32 distinct markets across 12 states. The Company’s subsidiaries own or lease 60 affiliated hospitals with more than 8,000 beds and operate more than 800 sites of care, including physician practices, urgent care centers, freestanding emergency departments, occupational medicine clinics, imaging centers, cancer centers and ambulatory surgery centers. The Company’s headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” 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 Chief Executive Officer (615) 465-7000 Anton Hie Vice President – Investor Relations (615) 465-7012 -MORE-
Item 9.01 - Financial Statements and Exhibits
163 words
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 three months ended March 31, 2026 and the Statement of Income for the year ended December 31, 2025. • Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2026. • Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements. (d) Exhibits Exhibit Number Description 2.1 Purchase Agreement dated as of March 5, 2026, among CHS/Community Health Systems, Inc. and Freeman-Oak Hill Health System d/b/a Freeman Health System, as amended* 99.1 Community Health Systems, Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements 99.2 Press Release of Community Health Systems, Inc. dated June 1, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)