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Long-Term Debt | 9 Months Ended
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Sep. 30, 2025
Long-Term Debt and Lease Obligation [Abstract] |
LONG-TERM DEBT | 6. LONG-TERM DEBT Long-term debt, net of unamortized debt issuance costs and discounts or premiums, as applicable, consists of the following (in millions):
|  | September 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
8% Senior Secured Notes due 2027 |  | $ | — |  |  | $ | 700 |
5 ⅝% Senior Secured Notes due 2027 |  |  | 14 |  |  |  | 1,757 |
6 ⅞% Senior Notes due 2028 |  |  | 42 |  |  |  | 626 |
6% Senior Secured Notes due 2029 |  |  | 644 |  |  |  | 644 |
5 ¼% Senior Secured Notes due 2030 |  |  | 1,535 |  |  |  | 1,535 |
4 ¾% Senior Secured Notes due 2031 |  |  | 1,058 |  |  |  | 1,058 |
10 ⅞% Senior Secured Notes due 2032 |  |  | 2,225 |  |  |  | 2,225 |
10 ¾% Senior Secured Notes due 2033 |  |  | 700 |  |  |  | — |
9 ¾% Senior Secured Notes due 2034 |  |  | 1,790 |  |  |  | — |
6 ⅞% Junior-Priority Secured Notes due 2029 |  |  | 1,245 |  |  |  | 1,244 |
6 ⅛% Junior-Priority Secured Notes due 2030 |  |  | 1,227 |  |  |  | 1,227 |
ABL Facility |  |  | — |  |  |  | 341 |
Finance lease and financing obligations |  |  | 340 |  |  |  | 343 |
Other |  |  | 15 |  |  |  | 24 |
Less: Unamortized deferred debt issuance costs |  |  | (230 | ) |  |  | (272 | )
Total debt |  |  | 10,605 |  |  |  | 11,452 |
Less: Current maturities |  |  | (16 | ) |  |  | (20 | )
Total long-term debt |  | $ | 10,589 |  |  | $ | 11,432 |
On May 9, 2025, CHS/Community Health Systems, Inc., a wholly-owned subsidiary of the Parent Company (“CHS”) completed the of fering of $700 million aggregate principal amount 10.750% Senior Secured Notes due June 15, 2033 (the “10¾% Senior Secured Notes due 2033”). The Company used the proceeds from issuance of the 10¾% Senior Secured Notes due 2033, together with cash on hand, to redeem all of its 8% Senior Secured Notes due 2027 and to pay related fees and expenses. The 10¾% Senior Secured Notes due 2033 bear interest at a rate of 10.750% per year payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2025. The 10¾% Senior Secured Notes due 2033 are unconditionally guaranteed on a senior-priority secured basis by the Company and each of the current and future domestic subsidiaries that provide guarantees under the ABL Facility (as defined below), any capital market debt securities of CHS (including CHS’ outstanding senior notes) and certain other long-term debt of CHS. The 10¾% Senior Secured Notes due 2033 and the related guarantees are secured by shared (i) first-priority liens on the collateral that also secures on a first-priority basis CHS’ senior-priority secured notes and (ii) second-priority liens on the collateral that secures on a first-priority basis the ABL Facility, in each case subject to permitted liens described in the indenture governing the 10¾% Senior Secured Notes due 2033. CHS is entitled, at its option, to redeem all or a portion of the 10¾% Senior Secured Notes due 2033 at any time prior to June 15, 2030, upon not less than 10 nor more than 60 days’ notice, at a price equal to 100% of the principal amount of the 10¾% Senior Secured Notes due 2033 redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium, as described in the indenture governing the 10¾% Senior Secured Notes due 2033. CHS may redeem up to 35% of the aggregate principal amount of the 10¾% Senior Secured Notes due 2033 at any time prior to June 15, 2030 using the net proceeds from certain equity offerings at a redemption price of 103.000% of the principal amount of the 10¾% Senior Secured Notes due 2033 redeemed, plus accrued and unpaid interest, if any. At any time and from time to time on or after June 15, 2030, CHS may redeem the 10¾% Senior Secured Notes due 2033 in whole or in part, upon not less than 10 nor more than 60 days’ prior written notice at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the 10¾% Senior Secured Notes due 2033 redeemed, to, but excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on June 15 of the years indicated below:
Period |  | Redemption Price |
June 15, 2030 to June 14, 2031 |  |  | 110.750 | %
June 15, 2031 to June 14, 2032 |  |  | 105.375 | %
June 15, 2032 to June 14, 2033 |  |  | 100.000 | %
In addition, CHS completed a tender offer in May 2025 for its outstanding 6⅞% Senior Unsecured Notes due 2028, pursuant to which the Company purchased $584 million in aggregate principal amount, or approximately 93%, of these outstanding notes, that was funded using cash on hand. Upon completion of the tender offer, approximately $42 million principal amount of the 6⅞% Senior Unsecured Notes due 2028 remains outstanding. On August 12, 2025, CHS completed an offering of $1.790 billion principal amount of 9.750% Senior Secured Notes due 2034 (the “9¾% Senior Secured Notes due 2034”). The Company used the proceeds from the issuance of the 9¾% Senior Secured Notes due 2034 to redeem $1.743 billion principal amount of its 5.625% Senior Secured Notes due 2027, or approximately 99% of the total outstanding principal amount, that were validly tendered and accepted for purchase pursuant to a tender offer that launched on July 28, 2025, and was completed on August 25, 2025, and to pay related fees and expenses. Upon completion of the tender offer, approximately $14 million principal amount of the 5.625% Senior Secured Notes due 2027 remained outstanding. The 9¾% Senior Secured Notes due 2034 bear interest at a rate of 9.750% per year payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2026. The 9¾% Senior Secured Notes due 2034 are unconditionally guaranteed on a senior-priority secured basis by the Company and each of the current and future domestic subsidiaries that provide guarantees under the ABL Facility, any capital market debt securities of CHS (including CHS’ outstanding senior notes) and certain other long-term debt of CHS. The 9¾% Senior Secured Notes due 2034 and the related guarantees are secured by shared (i) first-priority liens on the collateral that also secures on a first-priority basis CHS’ senior-priority secured notes and (ii) second-priority liens on the collateral that secures on a first-priority basis the ABL Facility, in each case subject to permitted liens described in the indenture governing the 9¾% Senior Secured Notes due 2034. CHS is entitled, at its option, to redeem all or a portion of the 9¾% Senior Secured Notes due 2034 at any time prior to August 15, 2028, upon not less than 10 nor more than 60 days’ notice, at a price equal to 100% of the principal amount of the 9¾% Senior Secured Notes due 2034 redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium, as described in the indenture governing the 9¾% Senior Secured Notes due 2034. CHS may redeem up to 40% of the aggregate principal amount of the 9¾% Senior Secured Notes due 2034 at any time prior to August 15, 2028 using the net proceeds from certain equity offerings at a redemption price of 109.750% of the principal amount of the 9¾% Senior Secured Notes due 2034 redeemed, plus accrued and unpaid interest, if any. In addition, any time prior to August 15, 2028, but not more than once during each 12 month period, CHS may redeem up to 10% of the original aggregate principal amount of the 9¾% Senior Secured Notes due 2034 at a redemption price equal to 103% of the principal amount of the 9¾% Senior Secured Notes due 2034 to be redeemed, plus accrued and unpaid interest, if any. At any time and from time to time on or after August 15, 2028, CHS may redeem the 9¾% Senior Secured Notes due 2034 in whole or in part, upon not less than 10 nor more than 60 days’ prior written notice at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the 9¾% Senior Secured Notes due 2034 redeemed, to, but excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on August 15 of the years indicated below:
Period |  | Redemption Price |
August 15, 2028 to August 14, 2029 |  |  | 104.875 | %
August 15, 2029 to August 14, 2030 |  |  | 102.438 | %
August 15, 2030 to August 14, 2034 |  |  | 100.000 | %
These transactions resulted in a pre-tax and after-tax loss from early extinguishment of debt of $33 million and $26 million, respectively, for the three months ended September 30, 2025,and a pre-tax and after-tax gain from early extinguishment of debt of $105 million and $113 million, respectively, for the nine months ended September 30, 2025. Th ere was a pre-tax and after-tax gain from early extinguishment of debt of $26 million and $27 million, respectively, for the nine months ended September 30, 2024 related to debt transactions during these periods. On June 5, 2024, the Company and CHS entered into the Second Amendment and Restatement Agreement (the “Amendment”) to refinance and replace the amended and restated asset-ba sed loan (“ABL”) credit agreement (the “ABL Credit Agreement” and, as amended by the Amendment, the “Amended and Restated ABL Credit Agreement”), dated as of November 22, 2021, with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other agents party thereto. Pursuant to the Amended and Restated ABL Credit Agreement, the lenders have extended to CHS a revolving asset-based loan facility in the maximum aggregate principal amount of $1.0 billion, subject to borrowing base capacity (the “ABL Facility”). The ABL Facility includes borrowing capacity available for letters of credit of $200 million. CHS and all domestic subsidiaries of CHS that guarantee CHS’ other outstanding senior and senior secured indebtedness guarantee the obligations of CHS under the ABL Facility. Subject to certain exceptions, all obligations under the ABL Facility and the related guarantees are secured by a perfected first-priority security interest in substantially all of the receivables, deposit, collection and other accounts and contract rights, books, records and other instruments related to the foregoing of the Company, CHS and the guarantors, as well as a perfected junior-priority third lien security interest in substantially all of the other assets of the Company, CHS and the guarantors, subject to customary exceptions and intercreditor arrangements. Principal amounts outstanding under the ABL Facility will be due and payable in full on June 5, 2029. At September 30, 2025, the Company had no outstanding borrowings and approximately $806 million of additional borrowing capacity (after taking into consideration the $34 million of outstanding letters of credit) under the ABL Facility. The issued letters of credit were primarily in support of potential insurance-related claims and certain bonds. Letters of credit were reduced during the nine months ended September 30, 2025 by $32 million, primarily due to a reduction in collateral for an insurance-related bond. The ABL Facility contains customary representations and warranties, subject to limitations and exceptions, and customary covenants restricting the Company’s ability, subject to certain exceptions, to, among other things (1) declare dividends, make distributions or redeem or repurchase capital stock, (2) prepay, redeem or repurchase other debt, (3) incur liens or grant negative pledges, (4) make loans and investments and enter into acquisitions and joint ventures, (5) incur additional indebtedness or provide certain guarantees, (6) engage in mergers, acquisitions and asset sales, (7) conduct transactions with affiliates, (8) alter the nature of the Company’s, CHS’ or the guarantors’ businesses, (9) grant certain guarantees with respect to physician practices, (10) engage in sale and leaseback transactions or (11) change the Company’s fiscal year. The Company is also required to comply with a consolidated fixed charge coverage ratio, upon certain triggering events described below, and various affirmative covenants. The consolidated fixed charge coverage ratio is calculated as the ratio of (x) consolidated EBITDA (as defined in the ABL Facility) less capital expenditures to (y) the sum of consolidated interest expense (as defined in the ABL Facility), scheduled principal payments, income taxes and restricted payments made in cash or in permitted investments. For purposes of calculating the consolidated fixed charge coverage ratio, the calculation of consolidated EBITDA as defined in the ABL Facility is a trailing 12-month calculation that begins with the Company’s consolidated net income, with certain adjustments for interest, taxes, depreciation and amortization, net income attributable to noncontrolling interests, stock compensation expense, restructuring costs, and the financial impact of other non-cash or non-recurring items recorded during any such 12-month period. The consolidated fixed charge coverage ratio is a required covenant only in periods where the total borrowings outstanding under the ABL Facility reduce the amount available in the facility to less than the greater of (i) $95 million or (ii) 10% of the calculated borrowing base. As a result, in the event the Company has less than $95 million available under the ABL Facility, the Company would need to comply with the consolidated fixed charge coverage ratio. At September 30, 2025, the Company is not subject to the consolidated fixed charge coverage ratio as such triggering event had not occurred during the twelve months ended September 30, 2025. The Company paid interest of $214 million and $202 million on borrowings during the three months ended September 30, 2025 and 2024, respectively, and $622 million and $562 million on borrowings during the nine months ended September 30, 2025 and 2024, respectively.

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