Item 1.01. Entry into a Material Definitive Agreement

Exchange Offer

On November 19, 2019, CHS/Community Health Systems, Inc. (the "Issuer"), a direct, wholly owned subsidiary of Community Health Systems, Inc. (the "Company"), issued $699,924,000 aggregate principal amount of its new 8.000% Senior Secured Notes due 2027 (the "New Senior-Priority Notes"), which mature on December 15, 2027, and $1,700,394,000 aggregate principal amount of its new 6.875% Senior Unsecured Notes due 2028 (the "New Unsecured Notes" and, together with the New Senior-Priority Notes, the "New Exchange Notes"), which mature on April 1, 2028. The terms of the New Senior-Priority Notes are governed by an Indenture (the "Senior-Priority Notes Indenture"), dated as of November 19, 2019, among the Issuer, the Company, the subsidiary guarantors party thereto, Regions Bank, as trustee (the "Trustee"), and Credit Suisse AG, as collateral agent (the "Collateral Agent"). The terms of the New Unsecured Notes are governed by an Indenture (the "Unsecured Notes Indenture" and, together with the Senior-Priority Notes Indenture, the "New Exchange Notes Indentures"), dated as of November 19, 2019, among the Issuer, the Company, the subsidiary guarantors party thereto and the Trustee.

The New Exchange Notes were issued on the early settlement date of the Issuer's previously announced offer to exchange (the "Exchange Offer") a combination of New Senior-Priority Notes and New Unsecured Notes for any and all of its $2,632 million aggregate principal amount of outstanding 6.875% Senior Unsecured Notes due 2022 (the "2022 Notes"). As of 5:00 p.m., New York City time, on November 13, 2019, a total of $2,400,461,000 aggregate principal amount of 2022 Notes were validly tendered (and not validly withdrawn) in the Exchange Offer. The Exchange Offer will expire at midnight, New York City time, on November 27, 2019, unless extended.

Interest. Interest on the New Senior-Priority Notes is payable semi-annually in arrears on June 15 and December 15 at 8.000% per annum, commencing on June 15, 2020. Interest on the New Unsecured Notes is payable semi-annually in arrears on April 1 and October 1 at a rate of 6.875% per annum, commencing on April 1, 2020.

Guarantees. Each series of New Exchange Notes is unconditionally guaranteed by the Company and each of the Issuer's current and future domestic subsidiaries that provide guarantees under the Issuer's ABL facility (the "ABL Facility"), any capital market debt securities of the Issuer (including the Issuer's outstanding senior notes) and certain other long-term debt of the Issuer and the guarantors.

Security - New Senior-Priority Notes. Pursuant to the second amended and restated guarantee and collateral agreement, dated as of July 25, 2007, as amended and restated as of November 5, 2010, as further amended on August 17, 2012, and as further amended and restated on November 19, 2019 (the "Collateral Agreement"), among the Issuer, the grantors named therein and the Collateral Agent and the Intercreditor Agreements (as defined below), the New Senior-Priority Notes and the related guarantees are secured by (i) first-priority liens on the collateral (the "Non-ABL Priority Collateral") that also secures on a first-priority basis the Issuer's existing senior-priority secured notes (the "Existing Senior-Priority Notes") and (ii) second-priority liens on the collateral (the "ABL-Priority Collateral" and together with the Non-ABL Priority Collateral, the "Collateral") that secures on a first-priority basis the ABL Facility (and also secures on a second-priority basis the Existing Senior-Priority Notes), in each case subject to permitted liens described in the Senior-Priority Notes Indenture. The New Senior-Priority Notes are subject to the terms of three intercreditor agreements: (1) the intercreditor agreement which governs the relative rights of the secured parties in respect of the ABL Facility, the Existing Senior-Priority Notes, the Issuer's existing junior-priority secured notes (the "Existing Junior-Priority Notes") and the New Senior-Priority Notes (the "ABL Intercreditor Agreement"), (2) the intercreditor agreement which governs the relative rights of the secured parties in respect of the Existing Senior-Priority Notes, the Existing Junior-Priority Notes and the New Senior-Priority Notes (the "Senior-Junior Intercreditor Agreement") and (3) the intercreditor agreement which governs the relative rights of holders of the Existing Senior-Priority Notes, the New Senior-Priority Notes and any future obligations secured on a pari passu basis with the New Senior-Priority Notes (the "Pari Passu Intercreditor Agreement" and, together with the ABL Intercreditor Agreement and the Senior-Junior Intercreditor Agreement, the "Intercreditor Agreements"). Each of the Intercreditor Agreements restrict the actions permitted to be taken by the Collateral Agent with respect to the Collateral on behalf of the holders of the New Senior-Priority Notes.

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Optional Redemption for the New Senior-Priority Notes. At any time prior to December 15, 2022, the Issuer may redeem some or all of the New Senior-Priority Notes at a price equal to 100% of the principal amount of the New Senior-Priority Notes redeemed plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date plus a "make-whole" premium, as described in the Senior-Priority Notes Indenture. On or after December 15, 2022, the Issuer may redeem some or all of the New Senior-Priority Notes at any time and from time to time at the redemption prices set forth in the Senior-Priority Notes Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time prior to December 15, 2022, the Issuer may redeem up to 40% of the aggregate principal amount of the New Senior-Priority Notes with the proceeds of certain equity offerings at the redemption price set forth in the Senior-Priority Notes Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

Optional Redemption for the New Unsecured Notes. At any time prior to April 1, 2023, the Issuer may redeem some or all of the New Unsecured Notes at a price equal to 100% of the principal amount of the New Unsecured Notes redeemed plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date plus a "make-whole" premium, as described in the Unsecured Notes Indenture. On or after April 1, 2023, the Issuer may redeem some or all of the New Unsecured Notes at any time and from time to time at the redemption prices set forth in the Unsecured Notes Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time prior to April 1, 2023, the Issuer may redeem up to 40% of the aggregate principal amount of the New Unsecured Notes with the proceeds of certain equity offerings at the redemption price set forth in the Unsecured Notes Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

Mandatory Redemption. If New Exchange Notes of a series would otherwise constitute "applicable high yield discount obligations" within the meaning of . . .

Item 1.02. Termination of a Material Definitive Agreement.

On November 19, 2019, the Issuer repaid all amounts outstanding and terminated the Issuer's Fourth Amended and Restated Credit Agreement dated as of March 23, 2018 (as amended, modified, supplemented or restated and in effect from time to time), among the Issuer, the Company, subsidiary guarantors party thereto, the lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent.

Item 2.03. Creation of a Direct Financial Obligations or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits

The following exhibits are filed herewith:





4.1      Indenture, dated as of November  19, 2019, among CHS/Community Health
       Systems, Inc., Community Health Systems, Inc., the guarantors party
       thereto, Regions Bank, as trustee, and Credit Suisse AG, as collateral
       agent, relating to the 8.000% Senior Secured Notes due 2027.

4.2      Indenture, dated as of November  19, 2019, among CHS/Community Health
       Systems, Inc., Community Health Systems, Inc., the guarantors party thereto
       and Regions Bank, as trustee, relating to the 6.875% Senior Unsecured Notes
       due 2028.

4.3      Indenture, dated as of March  6, 2019, among CHS/Community Health
       Systems, Inc., Community Health Systems, Inc., the guarantors party
       thereto, Regions Bank, as trustee, and Credit Suisse AG, as collateral
       agent, relating to the 8.000% Senior Secured Notes due 2026 (incorporated
       by reference to Exhibit 4.1 to Community Health Systems, Inc.'s Current
       Report on Form 8-K filed on March 6, 2019 (No. 001-15925)).

4.4      First Supplemental Indenture relating to CHS/Community Health Systems,
       Inc.'s 8.000% Senior Secured Notes due 2026, dated as of November  19,
       2019, among CHS/Community Health Systems, Inc., Community Health Systems,
       Inc., the guarantors party thereto, Regions Bank, as trustee, and Credit
       Suisse AG, as collateral agent.

4.5      Second Amended and Restated Guarantee and Collateral Agreement, dated as
       of July 25, 2007, as amended and restated as of November 5, 2010, as
       further amended as of August  17, 2012 and as further amended and restated
       as of November 19, 2019, among CHS/Community Health Systems, Inc.,
       Community Health Systems, Inc., the subsidiary guarantors party thereto and
       Credit Suisse AG, as Collateral Agent.

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