Heartland Media Acquisition Corp. (HMA)
Price:
10.54 USD
( - -0.06 USD)
Your position:
0 USD
ACTION PANEL
ABOUT
Check the
KEY TAKEAWAYS
ASK OUR AI ABOUT THE COMPANY (REGISTER FOR EARLY ACCESS)

(REGISTER FOR EARLY ACCESS) CHOOSE A PROMPT ABOVE TO ASK OUR AI ABOUT THE SPECIFIC INFORMATION
SIMILAR COMPANIES STI SCORE
Similar STI Score
Lucid Group, Inc.
VALUE SCORE:
0
2nd position
Jackson Acquisition Company II
VALUE SCORE:
8
The best
Jackson Acquisition Company II
VALUE SCORE:
8
FUNDAMENTALS
FUNDAMENTALS
FUNDAMENTALS
FUNDAMENTALS PER SHARE
TECHNICAL
DIVIDEND
SIMILAR COMPANIES
DESCRIPTION
Heartland Media Acquisition Corp. does not have significant operations. The company focuses on effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other business combination with one or more businesses or entities. It intends to acquire businesses or entities in the media, entertainment, and sports sectors. Heartland Media Acquisition Corp. was incorporated in 2021 and is based in Atlanta, Georgia.
NEWS

Heartland Media Acquisition Corp. Announces Redemption of Public Shares and Subsequent Dissolution
globenewswire.com
2023-07-24 16:31:00ATLANTA, July 24, 2023 (GLOBE NEWSWIRE) -- Heartland Media Acquisition Corp. (“HMA” or the “Company”) (NYSE: HMA, HMA.U, HMA.WS) today announced that it will redeem all of its outstanding shares of Class A common stock, par value $0.0001 per share (the “Public Shares”), effective as of the close of business on August 8, 2023, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation (the “Charter”).

Heartland Media Acquisition Corp. Receives Noncompliance Notice from NYSE
globenewswire.com
2023-01-19 16:15:00ATLANTA, Jan. 19, 2023 (GLOBE NEWSWIRE) -- Heartland Media Acquisition Corp. (NYSE: HMA.U) (the “Company”) today announced that on January 12, 2023, the Company received a notice letter (the “Notice”) from The New York Stock Exchange (the “NYSE”) indicating that the Company is not currently in compliance with the provision of Section 802.01B of the NYSE Listed Company Manual requiring the Company to maintain a minimum of 300 public stockholders on a continuous basis.

Health Management Associates, Inc. Announces Early Results of the Tender Offers and Consent Solicitations for its 6.125% Senior Notes Due 2016 and 7.375% Senior Notes Due 2020
businesswire.com
2014-01-24 09:29:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE: HMA) (“Issuer”) today announced the early results of the previously announced cash tender offers for any and all of its (i) $400 million outstanding principal amount of 6.125% Senior Notes due 2016 (CUSIP No. 421933AH5) (the “2016 Notes”) and (ii) $875 million outstanding principal amount of 7.375% Senior Notes due 2020 (CUSIP No. 421933AL6) (the “2020 Notes” and, together with the 2016 Notes, the “Notes”), as of 5:00 p.m., New York City time, January 23, 2014 (the “Consent Expiration” or “Withdrawal Time”), as well as the results of the previously announced consent solicitations with respect to the Notes, which expired at the Consent Expiration. As of the Consent Expiration, $370,288,000 aggregate principal amount, or approximately 92.6%, of the outstanding 2016 Notes and $854,088,000 aggregate principal amount, or approximately 97.6%, of the outstanding 2020 Notes have been validly tendered and not withdrawn, and the holders thereof have consented to the proposed amendments to the indenture governing the 2016 Notes (the “2016 Indenture”) and the indenture governing the 2020 Notes (the “2020 Indenture” and, together with the 2016 Notes, the “Indentures”) set forth in an Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”), that was sent to holders of the Notes. Having received the requisite consents from the holders of Notes in connection with the consent solicitations, the Issuer intends to execute a supplemental indenture with respect to each of the Indentures (the “Supplemental Indentures”), which will eliminate substantially all of the covenants, certain default provisions applicable to the Notes and certain other provisions contained in each of the Indentures. The amendments contemplated by each Supplemental Indenture will not become operative until a majority in aggregate principal amount of the applicable series of Notes has been purchased by the Issuer pursuant to the terms of the tender offers, which is expected to occur on January 27, 2014. The following table sets forth the outstanding principal amount of Notes and the principal amount that has been tendered and not withdrawn as of the Consent Expiration: Aggregate Principal Amount Tenderedand Not Withdrawn Holders who validly tendered (and did not subsequently withdraw) their 2016 Notes prior to the Consent Expiration are eligible to receive the “Total Consideration” of $1,118.13 per $1,000 principal amount of the 2016 Notes, which includes a consent payment of $30.00 per $1,000 principal amount of the 2016 Notes. Holders who validly tendered (and did not subsequently withdraw) their 2020 Notes prior to the Consent Expiration are eligible to receive the “Total Consideration” of $1,161.88 per $1,000 principal amount of the 2020 Notes, which includes a consent payment of $30.00 per $1,000 principal amount of the 2020 Notes. These holders will also receive accrued and unpaid interest from the last interest payment on the applicable Notes up to, but not including, the payment date for such Notes accepted for purchase, which is expected to be January 27, 2014. The tender offers will expire at 11:59 p.m., New York City time, on February 6, 2014, unless extended or earlier terminated by the Issuer in its sole discretion (the “Expiration Time”). Holders who validly tender (and do not validly withdraw) their 2016 Notes after the Consent Expiration and prior to the Expiration Time will be entitled to receive consideration equal to $1,088.13 per $1,000 principal amount of the 2016 Notes. Holders who validly tender (and do not validly withdraw) their 2020 Notes after the Consent Expiration and prior to the Expiration Time will be entitled to receive consideration equal to $1,131.88 per $1,000 principal amount of the 2020 Notes. These holders will also receive accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes accepted for purchase, which is expected to be promptly after the Expiration Time. Holders of Notes tendered after the Consent Expiration will not receive a consent payment. Consummation of the tender offers and consent solicitations remains subject to the satisfaction or waiver of certain previously announced conditions including, but not limited to: (i) the consummation of the merger in which Issuer will survive as a direct or indirect wholly owned subsidiary of CHS/Community Health Systems, Inc., a Delaware corporation and wholly owned subsidiary of Community Health Systems, Inc., a Delaware corporation (“CHS”), which is expected to occur on January 27, 2014 (such merger, the “Merger”), (ii) the completion of certain debt financing transactions and availability of sufficient funds, (iii) the execution and delivery of the Supplemental Indentures and (iv) certain other conditions. Substantially concurrently with the closing of the Merger, the Issuer intends to irrevocably call for redemption all of the Notes that remain outstanding after the tender offers in accordance with the applicable Indenture. Prior to the completion of the redemptions, the Issuer will satisfy and discharge the Indentures governing the Notes by depositing the redemption prices in trust in accordance with the satisfaction and discharge provisions of the Indentures. The complete terms and conditions of the tender offers and consent solicitations are set forth in the Offer to Purchase and related Consent and Letter of Transmittal (“Letter of Transmittal”) that were sent to holders of the Notes. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Tender and Information Agent for the tender offers and consent solicitations, D.F. King & Co. Inc., at (800) 290-6427 (toll-free). BofA Merrill Lynch and Credit Suisse are the Dealer Managers and Solicitation Agents for the tender offers and consent solicitations. Questions regarding the terms of the tender offers or consent solicitations may be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) and (980) 387-3907 (collect) and Credit Suisse at (800) 820-1653 (toll-free) and (212) 538-2147. This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The tender offers and consent solicitations are being made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. Holders are urged to read the Offer to Purchase and related documents carefully before making any decision with respect to the tender offers and consent solicitations. Holders of Notes must make their own decisions as to whether to tender their Notes and provide the related consents. None of Issuer, the Dealer Managers and Solicitation Agents or the Tender and Information Agent makes any recommendations as to whether holders should tender their Notes pursuant to the tender offers or provide the related consents, and no one has been authorized to make such a recommendation. The tender offers and consent solicitations are not being made to holders of 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. Issuer expressly reserves the right, subject to applicable law, to terminate the tender offers and consent solicitations. This press release does not constitute a notice of redemption or an obligation to issue a notice of redemption in respect of the Notes. About HMA Health Management Associates, Inc., through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 11,000 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements”. These statements include, but are not limited to, statements regarding the expected timing of the completion of the Merger, the benefits of the Merger, including future financial and operating results, the combined company’s plans, objectives, expectations and other statements that are not historical facts. Such statements are based on the views and assumptions of the management of CHS and Issuer and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements. Such differences may result from the following factors: the ability to close the transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the receipt of governmental approvals; the risk that the benefits of the transaction, including cost savings and other synergies may not be fully realized or may take longer to realize than expected; the impact of the transaction on third-party relationships; actions taken by either of the companies; changes in regulatory, social and political conditions, as well as general economic conditions. Additional risks and factors that may affect results are set forth in Issuer’s and CHS’s filings with the Securities and Exchange Commission, including each company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2012 or any Quarterly Report on Form 10-Q for a subsequent period, in each case as may be amended or supplemented. The forward-looking statements speak only as of the date of this communication. HMA does not undertake any obligation to update these statements.

Community Health Systems and Health Management Associates Receive FTC Clearance for CHS’s Proposed Acquisition of HMA
businesswire.com
2014-01-22 17:40:00FRANKLIN, Tenn. & NAPLES, Fla.--(BUSINESS WIRE)--Community Health Systems, Inc. (NYSE: CYH) (“CHS”) and Health Management Associates, Inc. (NYSE: HMA) (“HMA”) announced today that they have reached an agreement with the Federal Trade Commission (“FTC”) which will allow CHS to complete its acquisition of HMA. Under the terms of the agreement, CHS is required to divest two acute care facilities and related outpatient businesses currently owned by subsidiaries of HMA: Riverview Regional Medical Center, a 281-bed hospital located in Gadsden, Alabama, and Carolina Pines Regional Medical Center, a 116-bed hospital in Hartsville, South Carolina. CHS does not expect these divestitures to have a meaningful impact on the combined company’s financial operations or cost-savings. The completion of the HMA acquisition is not contingent on the immediate divestiture of these facilities, but the divestitures are required to be completed no later than six months after the FTC’s order is issued. Approval for CHS’s acquisition of HMA has also been received from the West Virginia Health Care Authority with respect to HMA’s facility in Williamson, West Virginia. The HMA acquisition is expected to be completed by the end of January 2014. Under the terms of the transaction, CHS will acquire each issued and outstanding share of the common stock of HMA for $10.50 in cash, 0.06942 of a share of CHS common stock, and a Contingent Value Right, which could yield additional cash consideration of up to $1.00 per share, depending on the outcome of certain litigation matters. About CHS Located in the Nashville, Tennessee, suburb of Franklin, Community Health Systems, Inc. is one of the largest publicly-traded hospital companies in the United States and a leading operator of general acute-care hospitals in non-urban and mid-size markets throughout the country. Through its subsidiaries, the Company currently owns, leases or operates 135 hospitals in 29 states with an aggregate of approximately 20,000 licensed beds. Its hospitals offer a broad range of inpatient and surgical services, outpatient treatment and skilled nursing care. In addition, through its subsidiary, Quorum Health Resources, LLC, the Company provides management and consulting services to non-affiliated general acute-care hospitals located throughout the United States. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” About HMA Health Management Associates, Inc., through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 11,000 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the expected timing of the completion of the merger, the benefits of the merger, including future financial and operating results, the combined company’s plans, objectives and expectations and other statements that are not historical facts. Such statements are based on the views and assumptions of the management of CHS and HMA and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements. Such differences may result from the following factors: the ability to close the transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions; the risk that the benefits of the transaction, including cost savings and other synergies may not be fully realized or may take longer to realize than expected; the impact of the transaction on third-party relationships; actions taken by either of the companies; changes in regulatory, social and political conditions, as well as general economic conditions. Additional risks and factors that may affect results are set forth in HMA’s and CHS’s filings with the Securities and Exchange Commission, including each company’s most recent Annual Report on Form 10-K or Form 10-K/A and Quarterly Report on Form 10-Q or 10-Q/A. The forward-looking statements speak only as of the date of this communication. Neither CHS nor HMA undertakes any obligation to update these statements.

Health Management Associates, Inc. Announces Tender Offers and Consent Solicitations for 6.125% Senior Notes Due 2016 and 7.375% Senior Notes Due 2020
businesswire.com
2014-01-09 22:46:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE: HMA) (“Issuer”) announced today that it has commenced cash tender offers for any and all of its (i) $400 million outstanding principal amount of 6.125% Senior Notes due 2016 (CUSIP No. 421933AH5) (the “2016 Notes”), and (ii) $875 million outstanding principal amount of 7.375% Senior Notes due 2020 (CUSIP No. 421933AL6) (the “2020 Notes” and, together with the 2016 Notes, the “Notes”). In conjunction with the tender offers, Issuer is soliciting consents to eliminate substantially all of the covenants, certain default provisions applicable to the Notes and certain other provisions contained in each of the indentures governing the Notes (the “Indentures”). On July 29, 2013, Issuer entered into an agreement and plan of merger, as amended on September 24, 2013 (as amended, the “Merger Agreement”), with Community Health Systems, Inc., a Delaware corporation (“CHS”), and FWCT-2 Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of CHS (“Merger Sub”). Pursuant to the terms of the Merger Agreement and subject to the satisfaction or waiver of certain conditions contained therein, Merger Sub, an entity formed by CHS for the sole purpose of effecting the transactions contemplated by the Merger Agreement, will be merged with and into Issuer. Issuer will survive the merger as a direct or indirect wholly owned subsidiary of CHS/Community Health Systems, Inc., a Delaware corporation and wholly-owned subsidiary of CHS (such merger, the “Merger”). CHS intends to consummate one or more debt financing transactions, so that Issuer, upon surviving the Merger as a direct or indirect subsidiary of CHS, will have sufficient funds, together with cash on hand, to pay the Total Consideration (as defined below) for all tendered Notes and delivered consents, accrued interest and all related fees and expenses (collectively, the “Financing Transaction”). The availability and terms of any financing transactions will be determined by market conditions and other factors at the time of any such transactions. The tender offers are scheduled to expire at 11:59 p.m., New York City time, on February 6, 2014, unless extended or earlier terminated (the “Expiration Time”). Holders who validly tender their Notes and provide their consents to the amendments to the applicable Indenture before 5:00 p.m., New York City time, on January 23, 2014, unless extended (the “Consent Expiration”), will be eligible to receive the Total Consideration, which includes a consent payment. Holders whose Notes are validly tendered and not withdrawn prior to the Consent Expiration and accepted for purchase will receive payment of the Total Consideration on the initial settlement date, which is currently expected to be January 24, 2014. Holders that validly tender their Notes after the Consent Expiration and prior to the Expiration Time will receive the Tender Offer Consideration (as defined below), plus accrued and unpaid interest, promptly after the Expiration Time. Tenders of Notes may be validly withdrawn and consents may be validly revoked until the Withdrawal Time (as defined below). With respect to the 2016 Notes, the “Total Consideration” for each $1,000 principal amount of 2016 Notes validly tendered and not validly withdrawn prior to the Consent Expiration is $1,118.13, which includes a consent payment of $30.00 per $1,000 principal amount of 2016 Notes. Holders of the 2016 Notes tendering after the Consent Expiration will be eligible to receive only the “Tender Offer Consideration,” which is $1,088.13 for each $1,000 principal amount of 2016 Notes validly tendered prior to the Expiration Time. With respect to the 2020 Notes, the “Total Consideration” for each $1,000 principal amount of 2020 Notes validly tendered and not validly withdrawn prior to the Consent Expiration is $1,161.88, which includes a consent payment of $30.00 per $1,000 principal amount of 2020 Notes. Holders of the 2020 Notes tendering after the Consent Expiration will be eligible to receive only the “Tender Offer Consideration,” which is $1,131.88 for each $1,000 principal amount of 2020 Notes validly tendered prior to the Expiration Time. Holders will also receive accrued and unpaid interest from the last interest payment on the applicable Notes up to, but not including, the applicable settlement date for all of such Notes that we accept for purchase in the tender offer. Tendered Notes may be withdrawn and consents may be revoked before 5:00 p.m., New York City time, on January 23, 2014, unless extended (the “Withdrawal Time”), but generally not afterwards. Any extension, termination or amendment of the tender offers will be followed as promptly as practicable by a public announcement thereof. Consummation of the tender offers and consent solicitations is subject to the satisfaction or waiver of certain conditions including, but not limited to: (i) the consummation of the Merger pursuant to the terms of the Merger Agreement, (ii) the completion of the Financing Transaction and availability of sufficient funds, (iii) the execution and delivery of supplemental indentures, and (iv) certain other conditions. The complete terms and conditions of the tender offers and consent solicitations are set forth in an Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”) and related Consent and Letter of Transmittal (“Letter of Transmittal”) that are being sent to holders of the Notes. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Tender and Information Agent for the tender offer and consent solicitation, D.F. King & Co. Inc., at (800) 290-6427 (toll-free). BofA Merrill Lynch and Credit Suisse are the Dealer Managers and Solicitation Agents for the tender offers and consent solicitations. Questions regarding the terms of the tender offers or consent solicitations may be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) and (980) 387-3907 (collect) and Credit Suisse at (800) 820-1653 (toll-free) and (212) 538-2147. This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The tender offers and consent solicitations are being made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. Holders are urged to read the Offer to Purchase and related documents carefully before making any decision with respect to the tender offers and consent solicitations. Holders of Notes must make their own decisions as to whether to tender their Notes and provide the related consents. None of Issuer, the Dealer Managers and Solicitation Agents or the Tender and Information Agent makes any recommendations as to whether holders should tender their Notes pursuant to the tender offers or provide the related consents, and no one has been authorized to make such a recommendation. The tender offers and consent solicitations are not being made to holders of 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. Issuer expressly reserves the right, subject to applicable law, to terminate the tender offers and consent solicitations. This press release does not constitute a notice of redemption or an obligation to issue a notice of redemption in respect of the Notes. About HMA Health Management Associates, Inc., through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 11,000 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements”. These statements include, but are not limited to, statements regarding the expected timing of the completion of the Merger, the benefits of the Merger, including future financial and operating results, the combined company’s plans, objectives, expectations and other statements that are not historical facts. Such statements are based on the views and assumptions of the management of CHS and Issuer and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements. Such differences may result from the following factors: the ability to close the transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the receipt of governmental approvals; the risk that the benefits of the transaction, including cost savings and other synergies may not be fully realized or may take longer to realize than expected; the impact of the transaction on third-party relationships; actions taken by either of the companies; changes in regulatory, social and political conditions, as well as general economic conditions. Additional risks and factors that may affect results are set forth in Issuer’s and CHS’s filings with the Securities and Exchange Commission, including each company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2012 or any Quarterly Report on Form 10-Q for a subsequent period, in each case as may be amended or supplemented. The forward-looking statements speak only as of the date of this communication. HMA does not undertake any obligation to update these statements.

Health Management Associates Stockholders Approve Proposed Acquisition by Community Health Systems
businesswire.com
2014-01-08 09:25:00FRANKLIN, Tenn. & NAPLES, Fla.--(BUSINESS WIRE)--Community Health Systems, Inc. (NYSE: CYH) (“CHS”) and Health Management Associates, Inc. (NYSE: HMA) (“HMA”) announced today that HMA stockholders voted to adopt the previously announced merger agreement under which CHS has agreed to acquire HMA. HMA stockholders approved the transaction with approximately 98.7 percent of the votes cast at today’s special meeting voting in favor of adoption of the merger agreement, representing approximately 81.7 percent of HMA’s outstanding common shares as of November 22, 2013, the record date for the special meeting. Steve Shulman, Chairman of the Board of Health Management Associates, said, “We are gratified that HMA stockholders have approved our merger with Community Health Systems and look forward to taking the steps necessary to complete the transaction.” Wayne T. Smith, Chairman of the Board, President and Chief Executive Officer of Community Health Systems, said, “We are pleased that HMA stockholders have seen the significant strategic value in combining with CHS. We are working now to finalize regulatory approvals, and we expect to complete this transaction quickly so that we can integrate our two companies and deliver on our plans for long-term growth and value creation.” The transaction is expected to be completed prior to the end of January 2014 and is subject to customary closing conditions, the receipt of regulatory approvals and the absence of certain adverse developments. About CHS Located in the Nashville, Tennessee, suburb of Franklin, Community Health Systems, Inc. is one of the largest publicly-traded hospital companies in the United States and a leading operator of general acute care hospitals in non-urban and mid-size markets throughout the country. Through its subsidiaries, CHS currently owns, leases or operates 135 hospitals in 29 states with an aggregate of approximately 20,000 licensed beds. Its hospitals offer a broad range of inpatient and outpatient medical and surgical services. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol "CYH." About HMA Health Management Associates, Inc., through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 11,000 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the expected timing of the completion of the merger, the benefits of the merger, including future financial and operating results, the combined company’s plans, objectives expectations and other statements that are not historical facts. Such statements are based on the views and assumptions of the management of CHS and HMA and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements. Such differences may result from the following factors: the ability to close the transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the receipt of governmental approvals; the risk that the benefits of the transaction, including cost savings and other synergies, may not be fully realized or may take longer to realize than expected; the impact of the transaction on third-party relationships; actions taken by either of the companies; changes in regulatory, social and political conditions, as well as general economic conditions. Additional risks and factors that may affect results are set forth in HMA’s and CHS’s filings with the Securities and Exchange Commission, including each company’s Annual Report on Form 10-K and Form 10-K/A for the fiscal year ending December 31, 2012. The forward-looking statements speak only as of the date of this communication. Neither CHS nor HMA undertakes any obligation to update these statements.

Community Health Systems and Health Management Associates Announce S-4 Filing Declared Effective by SEC
businesswire.com
2013-11-22 16:00:00FRANKLIN, Tenn. & NAPLES, Fla.--(BUSINESS WIRE)--Community Health Systems, Inc. (NYSE: CYH) (“CHS”) and Health Management Associates, Inc. (NYSE: HMA) (“HMA”) announced today that the Registration Statement on Form S-4 relating to the companies' proposed merger has been declared effective by the Securities and Exchange Commission (“SEC”). The Form S-4 contains HMA’s definitive proxy statement relating to soliciting the required approval of the transaction by HMA stockholders. HMA is expected to commence the mailing of the definitive proxy statement to its stockholders on or about November 25, 2013. CHS and HMA encourage HMA stockholders to review the proxy statement and to vote FOR adoption of the merger agreement at the HMA special stockholders’ meeting to be held in Naples, Florida, at 8:00 a.m., local time, on January 8, 2014. “We are pleased that the SEC has completed its review, and we can continue to move towards the successful completion of our acquisition of HMA,” said Wayne T. Smith, chairman, president and chief executive officer of Community Health Systems, Inc. “We continue to believe this transaction represents full and fair value for HMA stockholders, while positioning CHS for long-term growth that will generate incremental stockholder value and benefit local communities and patients around the country. We look forward to working closely with HMA over the coming weeks to secure stockholder approval of the transaction.” The transaction is expected to be completed during the first quarter of 2014 and is subject to approval of HMA stockholders holding 70 percent of HMA’s outstanding shares, antitrust clearance, receipt of other regulatory approvals, and the absence of certain adverse developments. Under the terms of the transaction, CHS will acquire each issued and outstanding share of the common stock of HMA for $10.50 in cash, 0.06942 of a share of CHS common stock, and a Contingent Value Right, which could yield additional cash consideration of up to $1.00 per share, depending on the outcome of certain litigation matters described in the Registration Statement on Form S-4. On November 13, 2013, HMA announced that its Board of Directors unanimously recommended that HMA stockholders vote “FOR” the adoption of the merger agreement. Glenview Capital Management LLC, which owns approximately 14.3% of the common stock of HMA, also announced that it intends to vote “FOR” the adoption of the merger agreement at the special meeting of HMA stockholders. About CHS Located in the Nashville, Tennessee, suburb of Franklin, Community Health Systems, Inc. is one of the largest publicly-traded hospital companies in the United States and a leading operator of general acute care hospitals in non-urban and mid-size markets throughout the country. Through its subsidiaries, CHS currently owns, leases or operates 135 hospitals in 29 states with an aggregate of approximately 20,000 licensed beds. Its hospitals offer a broad range of inpatient and outpatient medical and surgical services. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” About HMA Health Management Associates, Inc., through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 10,782 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” Important Information and Where to Find It In connection with the proposed transaction, CHS has filed with the SEC a registration statement on Form S-4 that includes a proxy statement of HMA and a prospectus of CHS. The registration statement was declared effective by the SEC on November 22, 2013. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CHS, HMA AND THE MERGER. The definitive proxy statement/prospectus and a form of proxy will first be mailed to stockholders of HMA on or about November 25, 2013. These materials and other documents filed with the SEC will be available at no charge at the SEC’s website at www.sec.gov. In addition, stockholders will be able to obtain copies of the definitive proxy statement/prospectus and other documents filed with the SEC (when they become available) from CHS’s website at www.chs.net and HMA’s website at www.hma.com or by directing such request to CHS at 4000 Meridian Boulevard, Franklin, Tennessee 37067, Attention: Investor Relations, or to HMA at 5811 Pelican Bay Boulevard, Naples, Florida 34108, Attention: Investor Relations. CHS, HMA and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the merger. Information regarding CHS’s directors and executive officers is available in CHS’s proxy statement filed with the SEC on April 5, 2013 in connection with its 2013 annual meeting of stockholders, and information regarding HMA’s directors and executive officers is available in (i) HMA’s proxy statement filed with the SEC on April 8, 2013 in connection with its 2013 annual meeting of stockholders and (ii) HMA’s consent revocation statement filed with the SEC on July 19, 2013 in response to the consent solicitation conducted by Glenview Capital Partners, L.P. and certain of its affiliates. Other information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the expected timing of the completion of the merger, the benefits of the merger, including future financial and operating results, the combined company’s plans, objectives and expectations and other statements that are not historical facts. Such statements are based on the views and assumptions of the management of CHS and HMA and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements. Such differences may result from the following factors: the ability to close the transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the receipt of governmental approvals and the approval of HMA stockholders; the risk that the benefits of the transaction, including cost savings and other synergies, may not be fully realized or may take longer to realize than expected; the impact of the transaction on third-party relationships; actions taken by either of the companies; and changes in regulatory, social and political conditions, as well as general economic conditions. Additional risks and factors that may affect results are set forth in HMA’s and CHS’s filings with the Securities and Exchange Commission, including each company’s most recent Annual Report on Form 10-K or Form 10-K/A and Quarterly Report on Form 10-Q or 10 Q/A. The forward-looking statements speak only as of the date of this communication. Neither CHS nor HMA undertakes any obligation to update these statements.

Health Management Associates’ Board of Directors Affirms Support of Transaction with Community Health Systems
businesswire.com
2013-11-13 07:20:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE:HMA) (“HMA”) today announced that the Company’s Board of Directors, in consultation with its outside financial and legal advisors, has completed its comprehensive review of the definitive merger agreement, dated July 29, 2013, between HMA and Community Health Systems, Inc. (NYSE:CYH) (“CHS”) and has unanimously affirmed its support for the transaction. The Board recommends HMA stockholders vote “FOR” the adoption of the merger agreement with CHS at the Special Meeting of the Company’s stockholders to be scheduled. The Company noted that the merger agreement was previously unanimously approved by the Company’s former Board on July 29, 2013. Under the terms of the transaction, HMA will be acquired by CHS for approximately $7.6 billion, including the assumption of outstanding indebtedness. CHS will acquire each issued and outstanding share of the common stock of HMA for $10.50 in cash, 0.06942 of a share of CHS common stock and a Contingent Value Right, which could yield additional cash consideration of up to $1.00 per share, depending on the outcome of certain matters described in the Registration Statement on Form S-4 filed by CHS. HMA stockholders will own approximately 16 percent of the shares of the combined company following close of the transaction. “After conducting an extensive review in conjunction with our legal and financial advisors, we are confident that this transaction provides maximum value to HMA stockholders and represents the best path forward for the Company,” said Steve Shulman, Chairman of the Board. “In addition to having confidence in the value of the transaction, we also support the merger’s strategic rationale and benefits for HMA’s patients, physicians and Associates across the communities we serve. HMA and Community Health Systems are stronger together. The combined entity will be better positioned to address healthcare trends and challenges. In addition, the combined organization will have a greater local and regional market depth, expanded physician relations and physician footprint, and solid clinical operations infrastructure. The transaction remains on track to close during the first quarter of 2014, as scheduled, and we appreciate the patience of all our stakeholders as the Board conducted its review.” “We are excited to combine these two organizations to create a hospital company with more than 200 facilities and leverage our relative strengths and combined scale to better serve our patients, physicians and communities. We are pleased to have the full support of HMA’s new board of directors as we move forward to complete this transaction in the first quarter of 2014,” said Wayne T. Smith, Chairman, President and CEO of Community Health Systems. “This transaction will broaden our footprint into new geographic markets, allow us to form stronger networks and improve access to care, and strengthen our position for greater benefit and success under health care reform. All of which, when combined with expected meaningful synergies available to us through our infrastructure and systems, will enhance value for our shareholders, employees, physicians and the communities we serve. We look forward to continuing our work with HMA’s associates and physicians to ensure a smooth and effective transition.” Since the current Board was installed on August 16, 2013, it has met 11 times and conducted 18 committee meetings. The Board engaged Alvarez and Marsal Healthcare Industry Group, LLC (“A&M”) to conduct a comprehensive review of HMA’s operations, finance, and compliance. A&M’s analysis demonstrated, among other things, that a large initial investment would be necessary to build out HMA’s information and clinical capabilities, among other things, and a successive long road to incremental value would not outweigh the benefits of accepting CHS’s offer. The Board also engaged UBS Securities LLC (“UBS”) and Lazard Frères & Co. LLC (“Lazard”) to perform independent evaluations and analyses to formulate recommendations regarding the transaction with CHS. In connection with their evaluation and analyses, each of UBS and Lazard delivered an opinion to the Board of Directors that the consideration to be received by the Company’s stockholders in the transaction is fair, from a financial point of view, to our stockholders. The board also engaged Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal counsel. The Board has also taken actions to lead the organization while working within the terms of the merger agreement. The Board took the lead in overseeing the stability and performance of near-term operations, the retention of key talent in management, the preservation and strengthening of the consideration paid in the CHS proposal, the positive forward movement of HMA from a regulatory and compliance perspective, and the implementation of measures designed to increase transparency to shareholders. The parties continue to expect the transaction to close during the first quarter of 2014. The transaction is subject to satisfaction of customary closing conditions including approval of HMA’s stockholders holding 70 percent of HMA’s outstanding shares, antitrust clearance, receipt of other regulatory approvals and the absence of certain adverse developments. The Special Meeting of the Company’s stockholders to vote on the transaction will be scheduled in connection with the filing of a definitive proxy statement/prospectus by CHS and HMA. About HMA Health Management Associates, Inc., through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 11,000 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” Important Information and Where to Find It In connection with the proposed transaction, CHS has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that includes a preliminary proxy statement of HMA and a preliminary prospectus of CHS. CHS and HMA plan to file a definitive proxy statement/prospectus and other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHS, HMA AND THE MERGER. When completed and available, the definitive proxy statement/prospectus and a form of proxy will be mailed to stockholders of HMA. These materials and other documents filed with the SEC will be available at no charge at the SEC’s website at www.sec.gov. In addition, stockholders will be able to obtain copies of the definitive proxy statement/prospectus (when they become available) and other documents filed with the SEC from CHS’s website at www.chs.net or and HMA’s website at www.hma.com or by directing such request to CHS at 4000 Meridian Boulevard, Franklin, Tennessee 37067, Attention: Investor Relations, or to HMA at 5811 Pelican Bay Boulevard, Naples, Florida 34108, Attention: Investor Relations. CHS, HMA and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the merger. Information regarding CHS’s directors and executive officers is available in CHS’s proxy statement filed with the SEC on April 5, 2013 in connection with its 2013 annual meeting of stockholders, and information regarding HMA’s directors and executive officers is available in HMA’s preliminary proxy statement contained in the registration statement on Form S-4 filed by CHS with the SEC on September 24, 2013, as may be amended. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the expected timing of the completion of the merger, the benefits of the merger, including future financial and operating results, the combined company’s plans, objectives, expectations and other statements that are not historical facts. Such statements are based on the views and assumptions of the management of CHS and HMA and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements. Such differences may result from the following factors: the ability to close the transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the receipt of governmental approvals; the risk that the benefits of the transaction, including cost savings and other synergies may not be fully realized or may take longer to realize than expected; the impact of the transaction on third-party relationships; actions taken by either of the companies; changes in regulatory, social and political conditions, as well as general economic conditions. Additional risks and factors that may affect results are set forth in HMA’s and CHS’s filings with the Securities and Exchange Commission, including each company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2012, as may be amended or supplemented. The forward-looking statements speak only as of the date of this communication. HMA does not undertake any obligation to update these statements.

Health Management Associates Announces Third Quarter 2013 Results
businesswire.com
2013-11-13 07:18:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE: HMA) (“HMA”) today announced its consolidated financial results for the third quarter ended September 30, 2013 and the completion of the previously announced restatements. Key metrics from continuing operations for the third quarter (all percentage changes in the bullet points below compare the third quarter of 2013 to the third quarter of 2012) include: Diluted earnings per share (“EPS”) from continuing operations was $(0.37). Excluding the impact of approximately $18.9 million, or $0.04 per diluted share, of interest rate swap accounting and mark-to-market adjustments on the swap and approximately $102.9 million, or $0.32 per diluted share, of change of control, severance and merger related costs, diluted earnings per share from continuing operations was a loss of $0.01 per diluted share, as compared to earnings of $0.22 per diluted share in the prior year; Net revenue was $1.421 billion; Adjusted EBITDA was $135.0 million compared to $234.8 million for the same quarter last year. Adjusted EBITDA for the 2013 third quarter includes approximately $2.0 million of Medicare and Medicaid Healthcare Information Technology (“HCIT”) incentives payments, while 2012 third quarter EBITDA includes approximately $24.2 million of HCIT payments. Excluding the HCIT impact in the third quarter of 2013 and 2012, Adjusted EBITDA for the third quarter 2013 was $133.0 million compared to $210.6 million for the same quarter a year ago; Same hospital net revenue was $1.354 billion; Same hospital net revenue per adjusted admission decreased by 3.1%; Same hospital Adjusted EBITDA was $200.8 million, representing an EBITDA margin of 14.8% and; Same hospital surgeries decreased by 2.1% and emergency room visits decreased by 2.2%. The tables accompanying this press release include reconciliations of consolidated net income to all presentations of Adjusted EBITDA (which is not a GAAP measure) contained in this press release. Those tables also reconcile earnings per share on a GAAP basis to those amounts presented in this press release and contain disclaimers and other important information regarding how HMA defines and uses Adjusted EBITDA. During the third quarter, the Company incurred approximately $102.9 million of expenses related to change of control, severance and merger related costs. On August 16, 2013, the Company disclosed that shareholders holding a majority of the outstanding shares of the Company’s common stock voted to replace the incumbent board members with the current board members, triggering a change in control pursuant to HMA’s incentive compensation plans. As a result, all of the outstanding and unvested equity and performance cash awards, stock options and stock awards became vested. This vesting resulted in the recognition of approximately $85.1 million of incremental compensation expense. These expenses are not expected to recur. In addition, the Company has incurred approximately $17.7 million of costs associated with retention and severance agreements with key personnel and the engagement of various advisors related to the merger agreement with Community Health Systems, Inc. (NYSE:CYH) (“CHS”) previously announced on July 30, 2013 and the consent solicitation process to replace the board. Compared to the same period a year ago, same hospital admissions and adjusted admissions for the third quarter ended September 30, 2013 decreased by 6.8% and 2.9%, respectively. For the third quarter, HMA’s provision for doubtful accounts was $255.4 million, or 15.2% of net revenue before the provision for doubtful accounts, compared to $224.1 million, or 13.5% of net revenue before the provision of doubtful accounts, for the same quarter a year ago. Uninsured self-pay patient discounts for the third quarter were $387.7 million, compared to $334.7 million for the same quarter a year ago. Charity/indigent care write-offs were $26.8 million for the third quarter, compared to $28.1 million for the same quarter a year ago. The sum of uninsured discounts, charity/indigent write-offs and the provision for doubtful accounts, as a percent of the sum of net revenue before the provision for doubtful accounts, uninsured discounts and charity/indigent write-offs (which HMA refers to as its Uncompensated Patient Care Percentage) was 32.0% for the third quarter, compared to 29.0% for the third quarter a year ago, and 30.3% for the quarter ended June 30, 2013. Health Management believes that its Uncompensated Patient Care Percentage provides key information regarding the aggregate level of patient care for which it does not receive payment. Cash flow from continuing operating activities for the third quarter was ($7.3) million, after cash interest and cash tax payments aggregating $79.6 million. During the third quarter, as a result of a change in control of the Company’s board, the Company paid approximately $40 million in cash related to the vesting of certain cash awards under the Company’s incentive compensation programs and approximately $35 million in cash for the corresponding payroll taxes associated with the vesting of stock awards. In addition, cash flow from operations for the quarter was impacted by an increase of approximately $50 million in accounts receivable related to the previously announced joint venture with Bayfront Health Systems. Medicare and Medicaid tie-in notices for Bayfront were received late in the third quarter, and the Company expects to bill and collect these accounts receivable in the fourth quarter. As of September 30, 2013, HMA’s total leverage ratio was 4.8 and interest coverage ratio was 3.6 both ratios within its debt covenant requirements. For the nine months ended September 30, 2013, HMA reported net revenue of $4.371 billion, Adjusted EBITDA of $522.1 million, and consolidated diluted EPS from continuing operations of $(0.28). Excluding the impact of approximately $57.7 million, or $0.14 per diluted share, for interest rate swap accounting as well as mark-to-market adjustments on the swap due to interest rate conditions, and $112.0 million, or $0.35 per diluted share, for change of control, severance and merger related costs, diluted earnings per share from continuing operations was $0.21 for the nine months ended September 30, 2013. The Company has completed its previously announced restatement to correct the accounting treatment of approximately $31.0 million of Medicare and Medicaid HCIT incentive payments which were recognized as income by the Company between July 1, 2011 and June 30, 2013 for 11 hospitals that did not meet “meaningful use” criteria. Earlier today the Company filed amendments to its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2013 and June 30, 2013 containing restated financial statements. The restatements also reflect certain immaterial unrelated adjustments. The Company has corrected its accounting treatment and is in the process of implementing new controls to remediate a material weakness in internal control over financial reporting that existed at those dates and at September 30, 2013 related to the administration, oversight and accounting for the Company’s electronic health records enrollment process. As previously reported, the Company has repaid the majority of the $31.0 million, and is in the process of repaying the balance, to the governmental agencies responsible for the HCIT programs and expects to re-enroll the hospitals in the HCIT programs and may be able to recoup some portion of the amount repaid. As reflected in the tables accompanying this press release, the Company is updating its 2013 annual guidance. For the fiscal year ended December 31, 2013, the Company expects net revenue, before the provision for doubtful accounts, to be between $6.84 billion and $6.86 billion, Adjusted EBITDA to be between $790 million and $800 million, and diluted EPS to be between $0.48 and $0.50. This guidance reflects our third quarter results, and assumes continued admission softness and net revenue pressure for the balance of the year. In addition, these estimates include approximately $60 million to $65 million of expected HCIT incentive payments in the fourth quarter, and approximately $10 million to $15 million of anticipated fourth quarter negative impact related to Blue Cross/Blue Shield relations in Mississippi. As previously announced, CHS and HMA have entered into a definitive merger agreement under which CHS will acquire each outstanding share of HMA common stock for $10.50 in cash, 0.06942 of a share of CHS common stock and a Contingent Value Right, which could yield additional cash consideration of up to $1.00 per share, depending on certain matters described in the Registration Statement on Form S-4 filed by CHS. On July 30, 2013, the cash and stock portion of the consideration was valued at $13.78 per HMA share and as of November 11, 2013, the consideration has a value of approximately $13.42, in each case, plus the Contingent Value Right. As previously disclosed, the parties expect to close the transaction during the first quarter of 2014. The merger is subject to satisfaction of customary closing conditions, including approval by HMA’s stockholders holding 70 percent of HMA’s outstanding shares, antitrust clearance, receipt of other regulatory approvals and the absence of certain adverse developments. HMA will host a listen-only conference call and webcast to discuss the contents of this press release and HMA’s consolidated financial results for the three and nine months ended September 30, 2013 later today, November 13, 2013 at 10:00 a.m. ET. Investors are invited to access the webcast via HMA’s website at www.HMA.com or via www.streetevents.com. Alternatively, investors may listen to the conference call by dialing US: (800) 585-8367 / International: (404) 537-3406, Conference ID: 99225973. HMA will archive a copy of the audio webcast of the conference call, along with any related information that HMA may be required to provide pursuant to Securities and Exchange Commission rules, on its website under the heading “Investor Relations” for a period of 60 days following the conference call and webcast. About HMA Health Management Associates, Inc., through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 11,000 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” Important Information and Where to Find It In connection with the proposed transaction, CHS has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that includes a preliminary proxy statement of HMA and a preliminary prospectus of CHS. CHS and HMA plan to file a definitive proxy statement/prospectus and other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHS, HMA AND THE MERGER. When completed and available, the definitive proxy statement/prospectus and a form of proxy will be mailed to stockholders of HMA. These materials and other documents filed with the SEC will be available at no charge at the SEC’s website at www.sec.gov. In addition, stockholders will be able to obtain copies of the definitive proxy statement/prospectus (when they become available) and other documents filed with the SEC from CHS’s website at www.chs.net or and HMA’s website at www.hma.com or by directing such request to CHS at 4000 Meridian Boulevard, Franklin, Tennessee 37067, Attention: Investor Relations, or to HMA at 5811 Pelican Bay Boulevard, Naples, Florida 34108, Attention: Investor Relations. CHS, HMA and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the merger. Information regarding CHS’s directors and executive officers is available in CHS’s proxy statement filed with the SEC on April 5, 2013 in connection with its 2013 annual meeting of stockholders, and information regarding HMA’s directors and executive officers is available in HMA’s preliminary proxy statement contained in the registration statement on Form S-4 filed by CHS with SEC on September 24, 2013, as may be amended. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “intends,” “plans,” “may,” “pending,” “continues,” “should,” “could” and other similar words. All statements addressing operating performance, events or developments that Health Management Associates, Inc. expects or anticipates will occur in the future, including but not limited to projections of revenue, provisions for doubtful accounts, income or loss, capital expenditures, debt structure, principal payments on debt, capital structure, the amount and timing of funds under the meaningful use measurement standard of various Healthcare Information Technology incentive programs, other financial items and operating statistics, statements regarding our plans and objectives for future operations, the impact of changes in observation stays, our ability to achieve process efficiencies, factors we believe may have an impact on our deductibles and co-pays, acquisitions, acquisition financing, divestitures, joint ventures, market service development and other transactions, statements of future economic performance, statements regarding our legal proceedings and other loss contingencies (including, but not limited to, the timing and estimated costs of such matters), statements regarding market risk exposures, statements regarding our ability to achieve cost efficiencies and/or reductions, statements regarding the effects and/or interpretations of recently enacted or future health care laws and regulations, statements regarding the potential impact of health care exchanges, remediation of the related material weakness in internal control over financial reporting, statements of the beliefs or assumptions underlying or relating to any of the foregoing statements, and statements that are other than statements of historical fact, are considered to be “forward-looking statements.” These statements also include, but are not limited to, statements regarding the expected timing of the completion of the merger with CHS, the benefits of the merger, including future financial and operating results, the combined company’s plans, objectives, expectations and other statements that are not historical facts. Such statements are based on the views and assumptions of the management of CHS and HMA and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements. Such differences may result from the following factors: the ability to close the transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the receipt of governmental approvals; the risk that the benefits of the transaction, including cost savings and other synergies may not be fully realized or may take longer to realize than expected; the impact of the transaction on third-party relationships; actions taken by either of the companies; changes in regulatory, social and political conditions, as well as general economic conditions. Additional risks and factors that may affect results are set forth in HMA’s and CHS’s filings with the Securities and Exchange Commission, including each company’s Annual Report on Form 10-K/A for the fiscal year ending December 31, 2012, as may be amended or supplemented. The forward-looking statements speak only as of the date of this communication. Except as required by law, HMA does not undertake any obligation to update these statements. (financial tables follow) Net income (loss) attributable to Health Management Associates, Inc. common stockholders Earnings (loss) per share attributable to Heath Management Associates, Inc. common stockholders: Adjustments to reconcile consolidated net income (loss) to net cash provided by continuing operating activities: Changes in assets and liabilities of continuing operations, net of the effects of acquisitions: Net decrease in cash and cash equivalents before discontinued operations Net decreases in cash and cash equivalents from discontinued operations: (unaudited, dollars in thousands) (a) Adjusted EBITDA is defined as consolidated net (loss) income before discontinued operations, net (gains) losses on sales of assets, change in control and other related expenses, net interest and other income, interest expense, income taxes and depreciation and amortization. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenue. Adjusted EBITDA is not a measure determined in accordance with generally accepted accounting principles in the United States, commonly known as GAAP. Nevertheless, Health Management believes that providing non-GAAP information such as Adjusted EBITDA is important for investors and other readers of HMA's consolidated financial statements, as it is commonly used as an analytical indicator within the health care industry and HMA's debt facilities contain covenants that use Adjusted EBITDA in their calculations. Because Adjusted EBITDA is a non-GAAP measure and is thus susceptible to varying calculations, Adjusted EBITDA, as presented, may not be directly comparable to other similarly titled measures used by other companies. HEALTH MANAGEMENT ASSOCIATES, INC. SUPPLEMENTAL CONSOLIDATED STATEMENTS OF INCOME INFORMATION (unaudited, in thousands, except per share amounts) The following tables provide information regarding income from continuing operations attributable to HMA, excluding the impact of the interest rate swap amortization and mark-to-market adjustments and change in control and other related costs. This table is a non-GAAP presentation; nonetheless, HMA believes that providing this detail is beneficial to investors and other readers of HMA's financial statements due to the significant impact these items had on income from continuing operations attributable to HMA. ContinuingOperations Interest Rate SwapAmortization andMark-To-MarketAdjustments Change in Controland OtherRelated Costs Total, AsReported Loss from continuing operations before income taxes attributable to Health Management Associates, Inc. Loss from continuing operations attributable to Health Management Associates, Inc. common stockholders Net loss attributable to Health Management Associates, Inc. common stockholders Earnings (loss) per share from continuing operations attributable to Health Management Associates, Inc. common stockholders: ContinuingOperations Interest Rate SwapAmortization andMark-To-MarketAdjustments Total, AsReported Income from continuing operations before income taxes attributable to Health Management Associates, Inc. Income from continuing operations attributable to Health Management Associates, Inc. common stockholders Earnings per share from continuing operations attributable to Health Management Associates, Inc. common stockholders: ContinuingOperations Interest Rate SwapAmortization andMark-To-MarketAdjustments Change in Controland OtherRelated Costs Total, AsReported Income (loss) from continuing operations before income taxes attributable to Health Management Associates, Inc. Income (loss) from continuing operations attributable to Health Management Associates, Inc. common stockholders Net income (loss) attributable to Health Management Associates, Inc. common stockholders Earnings (loss) per share from continuing operations attributable to Health Management Associates, Inc. common stockholders: ContinuingOperations Interest Rate SwapAmortization andMark-To-MarketAdjustments Total, AsReported Income from continuing operations before income taxes attributable to Health Management Associates, Inc. Income from continuing operations attributable to Health Management Associates, Inc. common stockholders Earnings per share from continuing operations attributable to Health Management Associates, Inc. common stockholders: The following table updates selected information concerning HMA’s previously announced objectives for the year ending December 31, 2013. These objectives are based on HMA’s historical operating performance, current trends and other assumptions that management believes are reasonable at this time. These objectives exclude any potential future hospital partnerships and acquisitions that may be completed during the rest of 2013. Adjusted EBITDA (in millions) (a) Income from continuing operations attributable to Health Management Associates, Inc. per share – diluted (b) (a) Adjusted EBITDA is defined as consolidated net income before discontinued operations, net (gains) losses on sales of assets, change in control and other related expenses, net interest and other income, interest expense, income taxes and depreciation and amortization. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenue. Adjusted EBITDA is not a measure determined in accordance with generally accepted accounting principles in the United States, commonly known as GAAP. Nevertheless, HMA believes that providing non-GAAP information such as Adjusted EBITDA is important for investors and other readers of HMA's consolidated financial statements, as it is commonly used as an analytical indicator within the health care industry and HMA's debt facilities contain covenants that use Adjusted EBITDA in their calculations. Because Adjusted EBITDA is a non-GAAP measure and is thus susceptible to varying calculations, Adjusted EBITDA, as presented, may not be directly comparable to other similarly titled measures used by other companies. (b) Excludes change of control and other related expenses.

Health Management Associates, Inc. to Report 2013 Third Quarter Results on November 13, 2013
businesswire.com
2013-11-12 23:37:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE: HMA) (“HMA”) announced today that it will report its results for the third quarter ended September 30, 2013 on November 13, 2013. Health Management will issue a press release before the market opens on Wednesday, November 13, 2013, and at 10:00 a.m. Eastern Time (ET) the same day, management will host a listen-only conference call to provide additional details. The conference call will be limited to prepared remarks by management. This conference call will also be simulcast on the Internet. To access the webcast, interested investors should go to the Investor Relations section of Health Management’s website located at www.hma.com or to www.streetevents.com. A replay of the conference call will be available on HMA’s website. About HMA Health Management Associates, Inc., through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 11,000 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” Important Information and Where to Find It In connection with the proposed transaction, CHS has filed with the SEC a registration statement on Form S-4 that includes a preliminary proxy statement of HMA and a preliminary prospectus of CHS. CHS and HMA plan to file a definitive proxy statement/prospectus and other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHS, HMA AND THE MERGER. When completed and available, the definitive proxy statement/prospectus and a form of proxy will be mailed to stockholders of HMA. These materials and other documents filed with the SEC will be available at no charge at the SEC’s website at www.sec.gov. In addition, stockholders will be able to obtain copies of the definitive proxy statement/prospectus (when they become available) and other documents filed with the SEC from CHS’s website at www.chs.net and HMA’s website at www.hma.com or by directing such request to CHS at 4000 Meridian Boulevard, Franklin, Tennessee 37067, Attention: Investor Relations, or to HMA at 5811 Pelican Bay Boulevard, Naples, Florida 34108, Attention: Investor Relations. CHS, HMA and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the merger. Information regarding CHS’s directors and executive officers is available in CHS’s proxy statement filed with the SEC on April 5, 2013 in connection with its 2013 annual meeting of stockholders, and information regarding HMA’s directors and executive officers is available in HMA’s preliminary proxy statement contained in the registration statement on Form S-4 filed by CHS with SEC on September 24, 2013 as may be amended. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “intends,” “plans,” “may,” “pending,” “continues,” “should,” “could” and other similar words. All statements addressing events or developments that Health Management Associates, Inc. expects or anticipates will occur in the future and statements that are other than statements of historical fact, are considered to be “forward-looking statements.” The Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2012, as may be amended or supplemented, describes risks and other factors that may affect our business. The forward-looking statements speak only as of the date of this communication. Except as required by law, HMA does not undertake any obligation to update these statements.

Health Management Associates Announces Restatement of Financial Statements
businesswire.com
2013-11-05 17:02:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE:HMA) (“HMA”) today announced that it will restate its financial statements for the years ended December 31, 2010, 2011 and 2012 and the quarters ended March 31 and June 30, 2013 to correct the accounting treatment of approximately $31.0 million of Medicare and Medicaid Health Information Technology (“HCIT”) payments recognized as income between July 1, 2011 and June 30, 2013. The Company intends to file the necessary amendments to its prior filings as soon as possible, following which the Company will file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2013. HMA participates in federal and various state HCIT programs pursuant to which Medicare and Medicaid incentive payments are paid to eligible hospitals and physician practices that implement and achieve “meaningful use” of certified electronic health record (“EHR”) technology. In October 2013, based on the results of an internal review, the Company determined that it had made an error in applying the requirements for certifying its EHR technology under these programs and, as a result, that 11 of the hospitals it had enrolled in the HCIT programs did not meet the “meaningful use” criteria necessary to qualify for HCIT payments. The Company promptly notified the Centers for Medicare and Medicaid Services (“CMS”), the government agency responsible for administering federal HCIT programs, as well as the agencies that administer the various relevant state HCIT programs, of its determination. The Company estimates that, between July 1, 2011 and September 30, 2013, it recognized as income HCIT incentive payments totaling approximately $31.0 million for the hospitals that did not meet the “meaningful use” criteria. Of these payments, the Company recognized as income approximately $8.3 million in 2011, approximately $17.3 million in 2012 and approximately $5.4 million in the first six months of 2013. On October 30, 2013, the Company withdrew the 11 hospitals from the HCIT programs and has repaid the majority of the funds to CMS. The Company is in the process of repaying the balance of the funds to the relevant state programs. The Company expects to re-enroll the hospitals in the HCIT programs and may be able to recoup some portion of the amounts repaid. The Company has concluded that, due solely to this matter, its financial statements and related communications for fiscal years 2010, 2011 and 2012 and the fiscal quarters ended March 31, 2013 and June 30, 2013 and its annual 2013 guidance issued on July 30, 2013 should no longer be relied upon. The Company is in the process of remediating a material weakness in internal control relating to the administration and oversight of its EHR enrollment process that it has now concluded existed as of December 31, 2012, March 31, 2013 and June 30, 2013. The Company today filed a Current Report on Form 8-K containing additional information concerning this matter. The registration statement on Form S-4, previously filed by Community Health Systems, Inc. (NYSE:CYH) (“CHS”) with the United States Securities and Exchange Commission (“SEC”), and containing a preliminary proxy statement of HMA and a preliminary prospectus of CHS in connection with the announced merger, has not yet been declared effective by the SEC. The Company expects that the Form S-4 will be amended as soon as possible following the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 to incorporate the restated financial statements and the Company’s results for the third quarter. Upon the Form S-4 being declared effective by the SEC, HMA will mail the proxy statement/prospectus to HMA stockholders and hold a special meeting of HMA stockholders to consider and vote upon the adoption of the merger agreement between CHS and HMA. Both parties continue to expect the transaction to close during the first quarter of 2014, subject to satisfaction of customary closing conditions contained in the merger agreement, including approval of HMA’s stockholders and expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. At this time, the Company is not providing annual guidance for 2013, and the previously issued guidance provided on July 30, 2013 has been withdrawn. About HMA Health Management Associates, Inc., through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 11,000 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” All references to "Health Management," "HMA" or the "Company" used in this release refer to Health Management Associates, Inc. and its affiliates. Important Information and Where to Find It In connection with the proposed transaction, CHS has filed with the SEC a registration statement on Form S-4 that includes a preliminary proxy statement of HMA and a preliminary prospectus of CHS. CHS and HMA plan to file a definitive proxy statement/prospectus and other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHS, HMA AND THE MERGER. When completed and available, the definitive proxy statement/prospectus and a form of proxy will be mailed to stockholders of HMA. These materials and other documents filed with the SEC will be available at no charge at the SEC’s website at www.sec.gov. In addition, stockholders will be able to obtain copies of the definitive proxy statement/prospectus (when they become available) and other documents filed with the SEC from CHS’s website at www.chs.net or and HMA’s website at www.hma.com or by directing such request to CHS at 4000 Meridian Boulevard, Franklin, Tennessee 37067, Attention: Investor Relations, or to HMA at 5811 Pelican Bay Boulevard, Naples, Florida 34108, Attention: Investor Relations. CHS, HMA and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the merger. Information regarding CHS’s directors and executive officers is available in CHS’s proxy statement filed with the SEC on April 5, 2013 in connection with its 2013 annual meeting of stockholders, and information regarding HMA’s directors and executive officers is available in HMA’s preliminary proxy statement contained in the registration statement on Form S-4 filed by CHS with the SEC on September 24, 2013. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Forward-Looking Statements Certain statements contained in this communication and other communications by the Company may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “intends,” “plans,” “may,” “pending,” “continues,” “should,” “could” and other similar words. All statements addressing events or developments that HMA expects or anticipates will occur in the future, including but not limited, the completion of the restatement and remediation of the related material weakness in internal control over financial reporting, are considered to be “forward-looking statements.” These statements also include, but are not limited to, statements regarding the expected timing of the completion of the merger with CHS, the benefits of the merger, including future financial and operating results, the combined company’s plans, objectives, expectations and other statements that are not historical facts. Such statements regarding the merger are based on the views and assumptions of the management of CHS and HMA and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements. Such differences may result from the following factors: the ability to close the transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the receipt of governmental approvals; the risk that the benefits of the transaction, including cost savings and other synergies may not be fully realized or may take longer to realize than expected; the impact of the transaction on third-party relationships; actions taken by either of the companies; changes in regulatory, social and political conditions, as well as general economic conditions. Because they are forward-looking, such statements should be evaluated in light of important risk factors and uncertainties. Additional risks and factors that may affect results are set forth in each of HMA’s and CHS’s filings with the Securities and Exchange Commission, including each company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2012 under the “Risk Factors” section. The forward-looking statements speak only as of the date of this communication. Except as required by law, HMA disclaims any obligation to update its risk factors or to publicly announce updates to the forward-looking statements.

Health Management Board of Directors Provides Update
businesswire.com
2013-09-25 07:50:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE:HMA) (“HMA”) today announced that its newly constituted Board of Directors is in the process of evaluating HMA’s previously announced merger with Community Health Systems, Inc. (NYSE: CYH) (“CHS”) consistent with the terms of the merger agreement. In connection with its review, the Board has retained independent financial advisors, Lazard Frères & Co. LLC and UBS Securities LLC, legal counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP and financial operating and compliance consultant Alvarez & Marsal Healthcare Industry Group, LLC. HMA also announced that it and CHS have agreed to an amendment and consent to the merger agreement pursuant to which, among other things, CHS consented to the engagement by HMA of Lazard and UBS as additional financial advisors. In addition, CHS filed a registration statement on Form S-4 with the United States Securities and Exchange Commission (“SEC”) containing a preliminary proxy statement of HMA and a preliminary prospectus of CHS in connection with the announced merger. Once the preliminary proxy statement/prospectus has been declared effective by the SEC, HMA anticipates sending the proxy statement/prospectus to stockholders and holding a special meeting of HMA stockholders to approve the transaction. The transaction is expected to close by the end of the first quarter of 2014, subject to satisfaction of the conditions contained in the merger agreement. The registration statement has not yet been declared effective by the SEC and the information contained in the filing is subject to change. About HMA Health Management Associates, Inc., through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 11,000 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” Important Information and Where to Find It In connection with the proposed transaction, CHS has filed with the SEC a registration statement on Form S-4 that includes a preliminary proxy statement of HMA and a preliminary prospectus of CHS. CHS and HMA plan to file a definitive proxy statement/prospectus and other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHS, HMA AND THE MERGER. When completed and available, the definitive proxy statement/prospectus and a form of proxy will be mailed to stockholders of HMA. These materials and other documents filed with the SEC will be available at no charge at the SEC’s website at www.sec.gov. In addition, stockholders will be able to obtain copies of the definitive proxy statement/prospectus (when they become available) and other documents filed with the SEC from CHS’s website at www.chs.net and HMA’s website at www.hma.com or by directing such request to CHS at 4000 Meridian Boulevard, Franklin, Tennessee 37067, Attention: Investor Relations, or to HMA at 5811 Pelican Bay Boulevard, Naples, Florida 34108, Attention: Investor Relations. CHS, HMA and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the merger. Information regarding CHS’s directors and executive officers is available in CHS’s proxy statement filed with the SEC on April 5, 2013 in connection with its 2013 annual meeting of stockholders, and information regarding HMA’s directors and executive officers is available in HMA’s preliminary proxy statement contained in the registration statement on Form S-4 filed by CHS with SEC on September 24, 2013. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the expected timing of the completion of the merger, the benefits of the merger, including future financial and operating results, the combined company’s plans, objectives, expectations and other statements that are not historical facts. Such statements are based on the views and assumptions of the management of CHS and HMA and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements. Such differences may result from the following factors: the ability to close the transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the receipt of governmental approvals; the risk that the benefits of the transaction, including cost savings and other synergies may not be fully realized or may take longer to realize than expected; the impact of the transaction on third-party relationships; actions taken by either of the companies; changes in regulatory, social and political conditions, as well as general economic conditions. Additional risks and factors that may affect results are set forth in HMA’s and CHS’s filings with the Securities and Exchange Commission, including each company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2012. The forward-looking statements speak only as of the date of this communication. HMA does not undertake any obligation to update these statements.

Health Management Announces New Board of Directors
businesswire.com
2013-08-16 11:32:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE: HMA) today announced that a majority of its shareholders have appointed a new Board of Directors. An independent inspector of election has certified the written consents representing more than 50% of the Company’s outstanding shares delivered to the Company by Glenview Capital Management, L.P. As such, the eight nominees put forth by Glenview have been elected to serve on the Company’s Board of Directors. The new members of the Company’s Board of Directors are Steven Epstein, Mary Taylor Behrens, Kirk Gorman, Stephen Guillard, Joann Reed, John McCarty, Steven Shulman and Peter Urbanowicz. Biographical information for the new members of the Company’s Board of Directors will be provided in a Form 8-K to be filed by the Company with the Securities and Exchange Commission. Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as "expects," "estimates," "projects," "anticipates," "believes," “intends,” "plans," “may,” “pending,” “continues,” “should,” "could" and other similar words. All statements addressing operating performance, events or developments that Health Management Associates, Inc. expects or anticipates will occur in the future, including but not limited to projections of revenue, provisions for doubtful accounts, income or loss, capital expenditures, debt structure, principal payments on debt, capital structure, the amount and timing of funds under the meaningful use measurement standard of various Healthcare Information Technology incentive programs, other financial items and operating statistics, statements regarding our plans and objectives for future operations, the impact of changes in observation stays, our ability to achieve process efficiencies, factors we believe may have an impact on our deductibles and co-pays, acquisitions, acquisition financing, divestitures, joint ventures, market service development and other transactions, statements of future economic performance, statements regarding our legal proceedings and other loss contingencies (including, but not limited to, the timing and estimated costs of such matters), statements regarding market risk exposures, statements regarding our ability to achieve cost efficiencies and/or reductions, statements regarding the effects and/or interpretations of recently enacted or future health care laws and regulations, statements regarding the potential impact of health care exchanges, statements of the beliefs or assumptions underlying or relating to any of the foregoing statements, and statements that are other than statements of historical fact, are considered to be "forward-looking statements.” Because they are forward-looking, such statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in Health Management Associates, Inc.'s most recent Annual Report on Form 10-K, including under the heading entitled "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of Health Management Associates, Inc.'s underlying beliefs or assumptions prove incorrect, actual results could vary materially from those currently anticipated. In addition, undue reliance should not be placed on Health Management Associates, Inc.'s forward-looking statements. Except as required by law, Health Management Associates, Inc. disclaims any obligation to update its risk factors or to publicly announce updates to the forward-looking statements contained in this press release to reflect new information, future events or other developments.

Health Management Associates Announces Independent Inspector to Review and Certify Consents Submitted by Glenview
businesswire.com
2013-08-12 21:44:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE: HMA) announced today that Glenview Capital Management, L.P. has delivered written consents to the Company representing consents from more than 50% of the Company’s outstanding shares. An independent inspector of election will promptly review and certify the validity of the written consents delivered to the Company. The HMA board is committed to ensuring an orderly transition if the written consents delivered by Glenview are validated by the independent inspector of election. The Company will provide further information when the review of the independent inspector of election is complete. Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as "expects," "estimates," "projects," "anticipates," "believes," “intends,” "plans," “may,” “pending,” “continues,” “should,” "could" and other similar words. All statements addressing operating performance, events or developments that Health Management Associates, Inc. expects or anticipates will occur in the future, including but not limited to projections of revenue, provisions for doubtful accounts, income or loss, capital expenditures, debt structure, principal payments on debt, capital structure, the amount and timing of funds under the meaningful use measurement standard of various Healthcare Information Technology incentive programs, other financial items and operating statistics, statements regarding our plans and objectives for future operations, the impact of changes in observation stays, our ability to achieve process efficiencies, factors we believe may have an impact on our deductibles and co-pays, acquisitions, acquisition financing, divestitures, joint ventures, market service development and other transactions, statements of future economic performance, statements regarding our legal proceedings and other loss contingencies (including, but not limited to, the timing and estimated costs of such matters), statements regarding market risk exposures, statements regarding our ability to achieve cost efficiencies and/or reductions, statements regarding the effects and/or interpretations of recently enacted or future health care laws and regulations, statements regarding the potential impact of health care exchanges, statements of the beliefs or assumptions underlying or relating to any of the foregoing statements, and statements that are other than statements of historical fact, are considered to be "forward-looking statements.” Because they are forward-looking, such statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in Health Management Associates, Inc.'s most recent Annual Report on Form 10-K, including under the heading entitled "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of Health Management Associates, Inc.'s underlying beliefs or assumptions prove incorrect, actual results could vary materially from those currently anticipated. In addition, undue reliance should not be placed on Health Management Associates, Inc.'s forward-looking statements. Except as required by law, Health Management Associates, Inc. disclaims any obligation to update its risk factors or to publicly announce updates to the forward-looking statements contained in this press release to reflect new information, future events or other developments. Important Additional Information and Where to Find It Health Management Associates, Inc. (“Health Management”) and its directors and executive officers are deemed to be participants in the solicitation of consent revocations from Health Management stockholders in connection with the consent solicitation conducted by Glenview Capital Partners, L.P. and certain of its affiliates. Health Management filed, on July 19, 2013, a definitive consent revocation statement with the SEC in response to the consent solicitation conducted by Glenview Capital Partners, L.P. and certain of its affiliates. STOCKHOLDERS ARE URGED TO READ THE CONSENT REVOCATION STATEMENT AND ACCOMPANYING WHITE CONSENT REVOCATION CARD (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT HEALTH MANAGEMENT WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Information about Health Management executive officers and directors, and their direct or indirect interests, by security holdings or otherwise, is set forth (i) in the definitive consent revocation statement, (ii) in the proxy statement for Health Management’s 2013 Annual Meeting of Stockholders, which was filed with the SEC on April 4, 2013, and (iii) in other materials to be filed with the SEC. Investors and securityholders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, the documents filed by Health Management with the SEC may be obtained free of charge by contacting Health Management at Health Management, Attn: Investor Relations (239)598-3131. Health Management’s filings with the SEC are also available on its website at ir.hma.com.

Health Management Announces Second Quarter 2013 Results
businesswire.com
2013-08-09 16:02:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE: HMA) today announced its consolidated financial results for the second quarter ended June 30, 2013. Key metrics from continuing operations for the second quarter (all percentage changes in the bullet points below compare the second quarter of 2013 to the second quarter of 2012) include: As shown in the tables accompanying this press release, diluted earnings per share (“EPS”) from continuing operations was $0.03. Excluding the impact of approximately $19.3 million, or $0.04 per diluted share, of interest rate swap accounting and mark-to-market adjustments on the swap, diluted earnings per share from continuing operations was $0.07 per diluted share, as compared to $0.21 per diluted share in the prior year; Net revenue was $1.464 billion; Adjusted EBITDA was $181.2 million, which includes $23.2 million of Medicare and Medicaid Healthcare Information Technology (“HCIT”) incentive payment as well as approximately $9.1 million, or $0.02 per diluted share, of severance accruals for certain employment arrangements; Same hospital net revenue was $1.398 billion; Same hospital net revenue per adjusted admission decreased 2.7%; As shown in the accompanying table, same hospital Adjusted EBITDA was $247.8 million, or an EBITDA margin of 17.7%; and Same hospital surgeries decreased 2.2% and emergency room visits decreased 3.1%. The tables accompanying this press release include reconciliations of consolidated net income to all presentations of Adjusted EBITDA (which is not a GAAP measure) contained in this press release. Those tables also reconcile earnings per share on a GAAP basis to those amounts presented in this press release and contain disclaimers and other important information regarding how Health Management defines and uses Adjusted EBITDA. For the second quarter, Health Management’s provision for doubtful accounts was $240.9 million, or 14.1% of net revenue before the provision for doubtful accounts, compared to $214.6 million, or 12.7% of net revenue before the provision of doubtful accounts, for the same quarter a year ago. Uninsured self-pay patient discounts for the second quarter were $369.0 million, compared to $311.9 million for the same quarter a year ago. Charity/indigent care write-offs were $28.2 million for the second quarter, compared to $24.3 million for the same quarter a year ago. The sum of uninsured discounts, charity/indigent write-offs and the provision for doubtful accounts, as a percent of the sum of net revenue before the provision for doubtful accounts, uninsured discounts and charity/indigent write-offs (which Health Management refers to as its Uncompensated Patient Care Percentage) was 30.3% for the second quarter, compared to 27.2% for the second quarter a year ago, and 28.6% for the quarter ended March 31, 2013. Health Management believes that its Uncompensated Patient Care Percentage provides key information regarding the aggregate level of patient care for which it does not receive payment. Cash flow from continuing operating activities for the second quarter was $108.3 million, after cash interest and cash tax payments aggregating $61.7 million. At June 30, 2013, Health Management’s total leverage ratio and interest coverage ratio were 4.1, both being well within its debt covenant requirements. Health Management hospitals recognized $23.2 million and $2.9 million of incentive payments in the three months ended June 30, 2013 and 2012, respectively. For the six months ended June 30, 2013, Health Management reported net revenue of $2.947 billion and Adjusted EBITDA of $380.1 million. As shown in the tables accompanying this press release, excluding the impact of approximately $37.0 million, or $0.09 per diluted share, for interest rate swap accounting as well as mark-to-market adjustments on the swap due to interest rate conditions, for the six months ended June 30, 2013, diluted earnings per share from continuing operations were $0.21. Consolidated diluted earnings per share from continuing operations were $0.12 for the six months ended June 30, 2013. As previously announced, Community Health Systems, Inc. (NYSE: CYH) (“CHS”) and Health Management Associates have entered into a definitive merger agreement pursuant to which CHS will acquire HMA for approximately $7.6 billion, including the assumption of approximately $3.7 billion of indebtedness. The transaction is expected to close by the end of the first quarter of 2014 and is subject to approval by a 70 percent vote of Health Management’s stockholders, antitrust clearance, receipt of other regulatory approvals, the absence of certain adverse developments, and customary closing conditions. Health Management enables America’s best local health care by providing the people, processes, capital and expertise necessary for its hospital and physician partners to fulfill their local missions of delivering superior health care services. Health Management, through its subsidiaries, operates 71 hospitals with approximately 11,100 licensed beds in non-urban communities located throughout the United States. All references to “Health Management,” “HMA” or the “Company” used in this release refer to Health Management Associates, Inc. and its affiliates. Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “intends,” “plans,” “may,” “pending,” “continues,” “should,” “could” and other similar words. All statements addressing operating performance, events or developments that Health Management Associates, Inc. expects or anticipates will occur in the future, including but not limited to projections of revenue, provisions for doubtful accounts, income or loss, capital expenditures, debt structure, principal payments on debt, capital structure, the amount and timing of funds under the meaningful use measurement standard of various Healthcare Information Technology incentive programs, other financial items and operating statistics, statements regarding our plans and objectives for future operations, the impact of changes in observation stays, our ability to achieve process efficiencies, factors we believe may have an impact on our deductibles and co-pays, acquisitions, acquisition financing, divestitures, joint ventures, market service development and other transactions, statements of future economic performance, statements regarding our legal proceedings and other loss contingencies (including, but not limited to, the timing and estimated costs of such matters), statements regarding market risk exposures, statements regarding our ability to achieve cost efficiencies and/or reductions, statements regarding the effects and/or interpretations of recently enacted or future health care laws and regulations, statements regarding the potential impact of health care exchanges, statements of the beliefs or assumptions underlying or relating to any of the foregoing statements, and statements that are other than statements of historical fact, are considered to be “forward-looking statements.” Because they are forward-looking, such statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in Health Management Associates, Inc.’s most recent Annual Report on Form 10-K, including under the heading entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of Health Management Associates, Inc.’s underlying beliefs or assumptions prove incorrect, actual results could vary materially from those currently anticipated. In addition, undue reliance should not be placed on Health Management Associates, Inc.’s forward-looking statements. Except as required by law, Health Management Associates, Inc. disclaims any obligation to update its risk factors or to publicly announce updates to the forward-looking statements contained in this press release to reflect new information, future events or other developments. HEALTH MANAGEMENT ASSOCIATES, INC. CONSOLIDATED STATEMENTS OF INCOME (unaudited, in thousands, except per share amounts) HEALTH MANAGEMENT ASSOCIATES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, in thousands) HEALTH MANAGEMENT ASSOCIATES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS AND STATISTICS HEALTH MANAGEMENT ASSOCIATES, INC. SUPPLEMENTAL CONSOLIDATED STATEMENTS OF INCOME INFORMATION (unaudited, dollars in thousands) (a) Adjusted EBITDA is defined as consolidated net income before discontinued operations, net (gains) losses on sales of assets, net interest and other income, interest expense, income taxes and depreciation and amortization. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenue. Adjusted EBITDA is not a measure determined in accordance with generally accepted accounting principles in the United States, commonly known as GAAP. Nevertheless, Health Management believes that providing non-GAAP information such as Adjusted EBITDA is important for investors and other readers of Health Management’s consolidated financial statements, as it is commonly used as an analytical indicator within the health care industry and Health Management’s debt facilities contain covenants that use Adjusted EBITDA in their calculations. Because Adjusted EBITDA is a non-GAAP measure and is thus susceptible to varying calculations, Adjusted EBITDA, as presented, may not be directly comparable to other similarly titled measures used by other companies. HEALTH MANAGEMENT ASSOCIATES, INC. SUPPLEMENTAL CONSOLIDATED STATEMENTS OF INCOME INFORMATION (unaudited, in thousands, except per share amounts) The following tables provide information regarding income from continuing operations attributable to Health Management,excluding the impact of the interest rate swap amortization and mark-to-market adjustments. These tables are anon-GAAP presentation; nonetheless, Health Management believes that providing this detail is beneficial to investorsand other readers of Health Management’s financial statements due to the significant impact these items had on incomefrom continuing operations attributable to Health Management. HEALTH MANAGEMENT ASSOCIATES, INC. SUPPLEMENTAL CONSOLIDATED STATEMENTS OF INCOME INFORMATION (unaudited, in thousands, except per share amounts)

Health Management Associates Comments on Institutional Shareholder Services Report
businesswire.com
2013-08-08 22:43:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE: HMA) issued the following comment in response to the report issued by Institutional Shareholder Services with respect to the consent solicitation initiated by Glenview Capital Partners, L.P.: “We have reviewed ISS’s report which was just issued, but, for all the reasons publicly articulated, strongly disagree with and are disappointed by ISS’s recommendation with respect to Glenview’s consent solicitation to remove all of the members of the Board. The Board believes that it is critical and in the best interest of shareholders and HMA for there to be some continuity on the Board given, among other things, the ongoing government investigations, the management transition and the pending transaction with Community Health Systems, Inc. HMA is willing to add all of Glenview’s nominees to the Board provided that Glenview is willing to retain 2 to 3 members of the HMA Board to ensure continuity and an orderly transition. “The HMA Board recommends that shareholders NOT sign Glenview’s gold consent card and reject Glenview’s proposal to replace the entire Board.” Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as "expects," "estimates," "projects," "anticipates," "believes," “intends,” "plans," “may,” “pending,” “continues,” “should,” "could" and other similar words. All statements addressing operating performance, events or developments that Health Management Associates, Inc. expects or anticipates will occur in the future, including but not limited to projections of revenue, provisions for doubtful accounts, income or loss, capital expenditures, debt structure, principal payments on debt, capital structure, the amount and timing of funds under the meaningful use measurement standard of various Healthcare Information Technology incentive programs, other financial items and operating statistics, statements regarding our plans and objectives for future operations, the impact of changes in observation stays, our ability to achieve process efficiencies, factors we believe may have an impact on our deductibles and co-pays, acquisitions, acquisition financing, divestitures, joint ventures, market service development and other transactions, statements of future economic performance, statements regarding our legal proceedings and other loss contingencies (including, but not limited to, the timing and estimated costs of such matters), statements regarding market risk exposures, statements regarding our ability to achieve cost efficiencies and/or reductions, statements regarding the effects and/or interpretations of recently enacted or future health care laws and regulations, statements regarding the potential impact of health care exchanges, statements of the beliefs or assumptions underlying or relating to any of the foregoing statements, and statements that are other than statements of historical fact, are considered to be "forward-looking statements.” Because they are forward-looking, such statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in Health Management Associates, Inc.'s most recent Annual Report on Form 10-K, including under the heading entitled "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of Health Management Associates, Inc.'s underlying beliefs or assumptions prove incorrect, actual results could vary materially from those currently anticipated. In addition, undue reliance should not be placed on Health Management Associates, Inc.'s forward-looking statements. Except as required by law, Health Management Associates, Inc. disclaims any obligation to update its risk factors or to publicly announce updates to the forward-looking statements contained in this press release to reflect new information, future events or other developments. Important Additional Information and Where to Find It Health Management Associates, Inc. (“Health Management”) and its directors and executive officers are deemed to be participants in the solicitation of consent revocations from Health Management stockholders in connection with the consent solicitation conducted by Glenview Capital Partners, L.P. and certain of its affiliates. Health Management filed, on July 19, 2013, a definitive consent revocation statement with the SEC in response to the consent solicitation conducted by Glenview Capital Partners, L.P. and certain of its affiliates. STOCKHOLDERS ARE URGED TO READ THE CONSENT REVOCATION STATEMENT AND ACCOMPANYING WHITE CONSENT REVOCATION CARD (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT HEALTH MANAGEMENT WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Information about Health Management executive officers and directors, and their direct or indirect interests, by security holdings or otherwise, is set forth (i) in the definitive consent revocation statement, (ii) in the proxy statement for Health Management’s 2013 Annual Meeting of Stockholders, which was filed with the SEC on April 4, 2013, and (iii) in other materials to be filed with the SEC. Investors and securityholders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, the documents filed by Health Management with the SEC may be obtained free of charge by contacting Health Management at Health Management, Attn: Investor Relations (239)598-3131.Health Management’s filings with the SEC are also available on its website at ir.hma.com.
No data to display

Heartland Media Acquisition Corp. Announces Redemption of Public Shares and Subsequent Dissolution
globenewswire.com
2023-07-24 16:31:00ATLANTA, July 24, 2023 (GLOBE NEWSWIRE) -- Heartland Media Acquisition Corp. (“HMA” or the “Company”) (NYSE: HMA, HMA.U, HMA.WS) today announced that it will redeem all of its outstanding shares of Class A common stock, par value $0.0001 per share (the “Public Shares”), effective as of the close of business on August 8, 2023, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation (the “Charter”).

Heartland Media Acquisition Corp. Receives Noncompliance Notice from NYSE
globenewswire.com
2023-01-19 16:15:00ATLANTA, Jan. 19, 2023 (GLOBE NEWSWIRE) -- Heartland Media Acquisition Corp. (NYSE: HMA.U) (the “Company”) today announced that on January 12, 2023, the Company received a notice letter (the “Notice”) from The New York Stock Exchange (the “NYSE”) indicating that the Company is not currently in compliance with the provision of Section 802.01B of the NYSE Listed Company Manual requiring the Company to maintain a minimum of 300 public stockholders on a continuous basis.

Health Management Associates, Inc. Announces Early Results of the Tender Offers and Consent Solicitations for its 6.125% Senior Notes Due 2016 and 7.375% Senior Notes Due 2020
businesswire.com
2014-01-24 09:29:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE: HMA) (“Issuer”) today announced the early results of the previously announced cash tender offers for any and all of its (i) $400 million outstanding principal amount of 6.125% Senior Notes due 2016 (CUSIP No. 421933AH5) (the “2016 Notes”) and (ii) $875 million outstanding principal amount of 7.375% Senior Notes due 2020 (CUSIP No. 421933AL6) (the “2020 Notes” and, together with the 2016 Notes, the “Notes”), as of 5:00 p.m., New York City time, January 23, 2014 (the “Consent Expiration” or “Withdrawal Time”), as well as the results of the previously announced consent solicitations with respect to the Notes, which expired at the Consent Expiration. As of the Consent Expiration, $370,288,000 aggregate principal amount, or approximately 92.6%, of the outstanding 2016 Notes and $854,088,000 aggregate principal amount, or approximately 97.6%, of the outstanding 2020 Notes have been validly tendered and not withdrawn, and the holders thereof have consented to the proposed amendments to the indenture governing the 2016 Notes (the “2016 Indenture”) and the indenture governing the 2020 Notes (the “2020 Indenture” and, together with the 2016 Notes, the “Indentures”) set forth in an Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”), that was sent to holders of the Notes. Having received the requisite consents from the holders of Notes in connection with the consent solicitations, the Issuer intends to execute a supplemental indenture with respect to each of the Indentures (the “Supplemental Indentures”), which will eliminate substantially all of the covenants, certain default provisions applicable to the Notes and certain other provisions contained in each of the Indentures. The amendments contemplated by each Supplemental Indenture will not become operative until a majority in aggregate principal amount of the applicable series of Notes has been purchased by the Issuer pursuant to the terms of the tender offers, which is expected to occur on January 27, 2014. The following table sets forth the outstanding principal amount of Notes and the principal amount that has been tendered and not withdrawn as of the Consent Expiration: Aggregate Principal Amount Tenderedand Not Withdrawn Holders who validly tendered (and did not subsequently withdraw) their 2016 Notes prior to the Consent Expiration are eligible to receive the “Total Consideration” of $1,118.13 per $1,000 principal amount of the 2016 Notes, which includes a consent payment of $30.00 per $1,000 principal amount of the 2016 Notes. Holders who validly tendered (and did not subsequently withdraw) their 2020 Notes prior to the Consent Expiration are eligible to receive the “Total Consideration” of $1,161.88 per $1,000 principal amount of the 2020 Notes, which includes a consent payment of $30.00 per $1,000 principal amount of the 2020 Notes. These holders will also receive accrued and unpaid interest from the last interest payment on the applicable Notes up to, but not including, the payment date for such Notes accepted for purchase, which is expected to be January 27, 2014. The tender offers will expire at 11:59 p.m., New York City time, on February 6, 2014, unless extended or earlier terminated by the Issuer in its sole discretion (the “Expiration Time”). Holders who validly tender (and do not validly withdraw) their 2016 Notes after the Consent Expiration and prior to the Expiration Time will be entitled to receive consideration equal to $1,088.13 per $1,000 principal amount of the 2016 Notes. Holders who validly tender (and do not validly withdraw) their 2020 Notes after the Consent Expiration and prior to the Expiration Time will be entitled to receive consideration equal to $1,131.88 per $1,000 principal amount of the 2020 Notes. These holders will also receive accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes accepted for purchase, which is expected to be promptly after the Expiration Time. Holders of Notes tendered after the Consent Expiration will not receive a consent payment. Consummation of the tender offers and consent solicitations remains subject to the satisfaction or waiver of certain previously announced conditions including, but not limited to: (i) the consummation of the merger in which Issuer will survive as a direct or indirect wholly owned subsidiary of CHS/Community Health Systems, Inc., a Delaware corporation and wholly owned subsidiary of Community Health Systems, Inc., a Delaware corporation (“CHS”), which is expected to occur on January 27, 2014 (such merger, the “Merger”), (ii) the completion of certain debt financing transactions and availability of sufficient funds, (iii) the execution and delivery of the Supplemental Indentures and (iv) certain other conditions. Substantially concurrently with the closing of the Merger, the Issuer intends to irrevocably call for redemption all of the Notes that remain outstanding after the tender offers in accordance with the applicable Indenture. Prior to the completion of the redemptions, the Issuer will satisfy and discharge the Indentures governing the Notes by depositing the redemption prices in trust in accordance with the satisfaction and discharge provisions of the Indentures. The complete terms and conditions of the tender offers and consent solicitations are set forth in the Offer to Purchase and related Consent and Letter of Transmittal (“Letter of Transmittal”) that were sent to holders of the Notes. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Tender and Information Agent for the tender offers and consent solicitations, D.F. King & Co. Inc., at (800) 290-6427 (toll-free). BofA Merrill Lynch and Credit Suisse are the Dealer Managers and Solicitation Agents for the tender offers and consent solicitations. Questions regarding the terms of the tender offers or consent solicitations may be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) and (980) 387-3907 (collect) and Credit Suisse at (800) 820-1653 (toll-free) and (212) 538-2147. This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The tender offers and consent solicitations are being made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. Holders are urged to read the Offer to Purchase and related documents carefully before making any decision with respect to the tender offers and consent solicitations. Holders of Notes must make their own decisions as to whether to tender their Notes and provide the related consents. None of Issuer, the Dealer Managers and Solicitation Agents or the Tender and Information Agent makes any recommendations as to whether holders should tender their Notes pursuant to the tender offers or provide the related consents, and no one has been authorized to make such a recommendation. The tender offers and consent solicitations are not being made to holders of 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. Issuer expressly reserves the right, subject to applicable law, to terminate the tender offers and consent solicitations. This press release does not constitute a notice of redemption or an obligation to issue a notice of redemption in respect of the Notes. About HMA Health Management Associates, Inc., through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 11,000 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements”. These statements include, but are not limited to, statements regarding the expected timing of the completion of the Merger, the benefits of the Merger, including future financial and operating results, the combined company’s plans, objectives, expectations and other statements that are not historical facts. Such statements are based on the views and assumptions of the management of CHS and Issuer and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements. Such differences may result from the following factors: the ability to close the transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the receipt of governmental approvals; the risk that the benefits of the transaction, including cost savings and other synergies may not be fully realized or may take longer to realize than expected; the impact of the transaction on third-party relationships; actions taken by either of the companies; changes in regulatory, social and political conditions, as well as general economic conditions. Additional risks and factors that may affect results are set forth in Issuer’s and CHS’s filings with the Securities and Exchange Commission, including each company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2012 or any Quarterly Report on Form 10-Q for a subsequent period, in each case as may be amended or supplemented. The forward-looking statements speak only as of the date of this communication. HMA does not undertake any obligation to update these statements.

Community Health Systems and Health Management Associates Receive FTC Clearance for CHS’s Proposed Acquisition of HMA
businesswire.com
2014-01-22 17:40:00FRANKLIN, Tenn. & NAPLES, Fla.--(BUSINESS WIRE)--Community Health Systems, Inc. (NYSE: CYH) (“CHS”) and Health Management Associates, Inc. (NYSE: HMA) (“HMA”) announced today that they have reached an agreement with the Federal Trade Commission (“FTC”) which will allow CHS to complete its acquisition of HMA. Under the terms of the agreement, CHS is required to divest two acute care facilities and related outpatient businesses currently owned by subsidiaries of HMA: Riverview Regional Medical Center, a 281-bed hospital located in Gadsden, Alabama, and Carolina Pines Regional Medical Center, a 116-bed hospital in Hartsville, South Carolina. CHS does not expect these divestitures to have a meaningful impact on the combined company’s financial operations or cost-savings. The completion of the HMA acquisition is not contingent on the immediate divestiture of these facilities, but the divestitures are required to be completed no later than six months after the FTC’s order is issued. Approval for CHS’s acquisition of HMA has also been received from the West Virginia Health Care Authority with respect to HMA’s facility in Williamson, West Virginia. The HMA acquisition is expected to be completed by the end of January 2014. Under the terms of the transaction, CHS will acquire each issued and outstanding share of the common stock of HMA for $10.50 in cash, 0.06942 of a share of CHS common stock, and a Contingent Value Right, which could yield additional cash consideration of up to $1.00 per share, depending on the outcome of certain litigation matters. About CHS Located in the Nashville, Tennessee, suburb of Franklin, Community Health Systems, Inc. is one of the largest publicly-traded hospital companies in the United States and a leading operator of general acute-care hospitals in non-urban and mid-size markets throughout the country. Through its subsidiaries, the Company currently owns, leases or operates 135 hospitals in 29 states with an aggregate of approximately 20,000 licensed beds. Its hospitals offer a broad range of inpatient and surgical services, outpatient treatment and skilled nursing care. In addition, through its subsidiary, Quorum Health Resources, LLC, the Company provides management and consulting services to non-affiliated general acute-care hospitals located throughout the United States. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” About HMA Health Management Associates, Inc., through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 11,000 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the expected timing of the completion of the merger, the benefits of the merger, including future financial and operating results, the combined company’s plans, objectives and expectations and other statements that are not historical facts. Such statements are based on the views and assumptions of the management of CHS and HMA and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements. Such differences may result from the following factors: the ability to close the transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions; the risk that the benefits of the transaction, including cost savings and other synergies may not be fully realized or may take longer to realize than expected; the impact of the transaction on third-party relationships; actions taken by either of the companies; changes in regulatory, social and political conditions, as well as general economic conditions. Additional risks and factors that may affect results are set forth in HMA’s and CHS’s filings with the Securities and Exchange Commission, including each company’s most recent Annual Report on Form 10-K or Form 10-K/A and Quarterly Report on Form 10-Q or 10-Q/A. The forward-looking statements speak only as of the date of this communication. Neither CHS nor HMA undertakes any obligation to update these statements.

Health Management Associates, Inc. Announces Tender Offers and Consent Solicitations for 6.125% Senior Notes Due 2016 and 7.375% Senior Notes Due 2020
businesswire.com
2014-01-09 22:46:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE: HMA) (“Issuer”) announced today that it has commenced cash tender offers for any and all of its (i) $400 million outstanding principal amount of 6.125% Senior Notes due 2016 (CUSIP No. 421933AH5) (the “2016 Notes”), and (ii) $875 million outstanding principal amount of 7.375% Senior Notes due 2020 (CUSIP No. 421933AL6) (the “2020 Notes” and, together with the 2016 Notes, the “Notes”). In conjunction with the tender offers, Issuer is soliciting consents to eliminate substantially all of the covenants, certain default provisions applicable to the Notes and certain other provisions contained in each of the indentures governing the Notes (the “Indentures”). On July 29, 2013, Issuer entered into an agreement and plan of merger, as amended on September 24, 2013 (as amended, the “Merger Agreement”), with Community Health Systems, Inc., a Delaware corporation (“CHS”), and FWCT-2 Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of CHS (“Merger Sub”). Pursuant to the terms of the Merger Agreement and subject to the satisfaction or waiver of certain conditions contained therein, Merger Sub, an entity formed by CHS for the sole purpose of effecting the transactions contemplated by the Merger Agreement, will be merged with and into Issuer. Issuer will survive the merger as a direct or indirect wholly owned subsidiary of CHS/Community Health Systems, Inc., a Delaware corporation and wholly-owned subsidiary of CHS (such merger, the “Merger”). CHS intends to consummate one or more debt financing transactions, so that Issuer, upon surviving the Merger as a direct or indirect subsidiary of CHS, will have sufficient funds, together with cash on hand, to pay the Total Consideration (as defined below) for all tendered Notes and delivered consents, accrued interest and all related fees and expenses (collectively, the “Financing Transaction”). The availability and terms of any financing transactions will be determined by market conditions and other factors at the time of any such transactions. The tender offers are scheduled to expire at 11:59 p.m., New York City time, on February 6, 2014, unless extended or earlier terminated (the “Expiration Time”). Holders who validly tender their Notes and provide their consents to the amendments to the applicable Indenture before 5:00 p.m., New York City time, on January 23, 2014, unless extended (the “Consent Expiration”), will be eligible to receive the Total Consideration, which includes a consent payment. Holders whose Notes are validly tendered and not withdrawn prior to the Consent Expiration and accepted for purchase will receive payment of the Total Consideration on the initial settlement date, which is currently expected to be January 24, 2014. Holders that validly tender their Notes after the Consent Expiration and prior to the Expiration Time will receive the Tender Offer Consideration (as defined below), plus accrued and unpaid interest, promptly after the Expiration Time. Tenders of Notes may be validly withdrawn and consents may be validly revoked until the Withdrawal Time (as defined below). With respect to the 2016 Notes, the “Total Consideration” for each $1,000 principal amount of 2016 Notes validly tendered and not validly withdrawn prior to the Consent Expiration is $1,118.13, which includes a consent payment of $30.00 per $1,000 principal amount of 2016 Notes. Holders of the 2016 Notes tendering after the Consent Expiration will be eligible to receive only the “Tender Offer Consideration,” which is $1,088.13 for each $1,000 principal amount of 2016 Notes validly tendered prior to the Expiration Time. With respect to the 2020 Notes, the “Total Consideration” for each $1,000 principal amount of 2020 Notes validly tendered and not validly withdrawn prior to the Consent Expiration is $1,161.88, which includes a consent payment of $30.00 per $1,000 principal amount of 2020 Notes. Holders of the 2020 Notes tendering after the Consent Expiration will be eligible to receive only the “Tender Offer Consideration,” which is $1,131.88 for each $1,000 principal amount of 2020 Notes validly tendered prior to the Expiration Time. Holders will also receive accrued and unpaid interest from the last interest payment on the applicable Notes up to, but not including, the applicable settlement date for all of such Notes that we accept for purchase in the tender offer. Tendered Notes may be withdrawn and consents may be revoked before 5:00 p.m., New York City time, on January 23, 2014, unless extended (the “Withdrawal Time”), but generally not afterwards. Any extension, termination or amendment of the tender offers will be followed as promptly as practicable by a public announcement thereof. Consummation of the tender offers and consent solicitations is subject to the satisfaction or waiver of certain conditions including, but not limited to: (i) the consummation of the Merger pursuant to the terms of the Merger Agreement, (ii) the completion of the Financing Transaction and availability of sufficient funds, (iii) the execution and delivery of supplemental indentures, and (iv) certain other conditions. The complete terms and conditions of the tender offers and consent solicitations are set forth in an Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”) and related Consent and Letter of Transmittal (“Letter of Transmittal”) that are being sent to holders of the Notes. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Tender and Information Agent for the tender offer and consent solicitation, D.F. King & Co. Inc., at (800) 290-6427 (toll-free). BofA Merrill Lynch and Credit Suisse are the Dealer Managers and Solicitation Agents for the tender offers and consent solicitations. Questions regarding the terms of the tender offers or consent solicitations may be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) and (980) 387-3907 (collect) and Credit Suisse at (800) 820-1653 (toll-free) and (212) 538-2147. This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The tender offers and consent solicitations are being made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. Holders are urged to read the Offer to Purchase and related documents carefully before making any decision with respect to the tender offers and consent solicitations. Holders of Notes must make their own decisions as to whether to tender their Notes and provide the related consents. None of Issuer, the Dealer Managers and Solicitation Agents or the Tender and Information Agent makes any recommendations as to whether holders should tender their Notes pursuant to the tender offers or provide the related consents, and no one has been authorized to make such a recommendation. The tender offers and consent solicitations are not being made to holders of 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. Issuer expressly reserves the right, subject to applicable law, to terminate the tender offers and consent solicitations. This press release does not constitute a notice of redemption or an obligation to issue a notice of redemption in respect of the Notes. About HMA Health Management Associates, Inc., through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 11,000 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements”. These statements include, but are not limited to, statements regarding the expected timing of the completion of the Merger, the benefits of the Merger, including future financial and operating results, the combined company’s plans, objectives, expectations and other statements that are not historical facts. Such statements are based on the views and assumptions of the management of CHS and Issuer and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements. Such differences may result from the following factors: the ability to close the transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the receipt of governmental approvals; the risk that the benefits of the transaction, including cost savings and other synergies may not be fully realized or may take longer to realize than expected; the impact of the transaction on third-party relationships; actions taken by either of the companies; changes in regulatory, social and political conditions, as well as general economic conditions. Additional risks and factors that may affect results are set forth in Issuer’s and CHS’s filings with the Securities and Exchange Commission, including each company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2012 or any Quarterly Report on Form 10-Q for a subsequent period, in each case as may be amended or supplemented. The forward-looking statements speak only as of the date of this communication. HMA does not undertake any obligation to update these statements.

Health Management Associates Stockholders Approve Proposed Acquisition by Community Health Systems
businesswire.com
2014-01-08 09:25:00FRANKLIN, Tenn. & NAPLES, Fla.--(BUSINESS WIRE)--Community Health Systems, Inc. (NYSE: CYH) (“CHS”) and Health Management Associates, Inc. (NYSE: HMA) (“HMA”) announced today that HMA stockholders voted to adopt the previously announced merger agreement under which CHS has agreed to acquire HMA. HMA stockholders approved the transaction with approximately 98.7 percent of the votes cast at today’s special meeting voting in favor of adoption of the merger agreement, representing approximately 81.7 percent of HMA’s outstanding common shares as of November 22, 2013, the record date for the special meeting. Steve Shulman, Chairman of the Board of Health Management Associates, said, “We are gratified that HMA stockholders have approved our merger with Community Health Systems and look forward to taking the steps necessary to complete the transaction.” Wayne T. Smith, Chairman of the Board, President and Chief Executive Officer of Community Health Systems, said, “We are pleased that HMA stockholders have seen the significant strategic value in combining with CHS. We are working now to finalize regulatory approvals, and we expect to complete this transaction quickly so that we can integrate our two companies and deliver on our plans for long-term growth and value creation.” The transaction is expected to be completed prior to the end of January 2014 and is subject to customary closing conditions, the receipt of regulatory approvals and the absence of certain adverse developments. About CHS Located in the Nashville, Tennessee, suburb of Franklin, Community Health Systems, Inc. is one of the largest publicly-traded hospital companies in the United States and a leading operator of general acute care hospitals in non-urban and mid-size markets throughout the country. Through its subsidiaries, CHS currently owns, leases or operates 135 hospitals in 29 states with an aggregate of approximately 20,000 licensed beds. Its hospitals offer a broad range of inpatient and outpatient medical and surgical services. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol "CYH." About HMA Health Management Associates, Inc., through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 11,000 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the expected timing of the completion of the merger, the benefits of the merger, including future financial and operating results, the combined company’s plans, objectives expectations and other statements that are not historical facts. Such statements are based on the views and assumptions of the management of CHS and HMA and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements. Such differences may result from the following factors: the ability to close the transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the receipt of governmental approvals; the risk that the benefits of the transaction, including cost savings and other synergies, may not be fully realized or may take longer to realize than expected; the impact of the transaction on third-party relationships; actions taken by either of the companies; changes in regulatory, social and political conditions, as well as general economic conditions. Additional risks and factors that may affect results are set forth in HMA’s and CHS’s filings with the Securities and Exchange Commission, including each company’s Annual Report on Form 10-K and Form 10-K/A for the fiscal year ending December 31, 2012. The forward-looking statements speak only as of the date of this communication. Neither CHS nor HMA undertakes any obligation to update these statements.

Community Health Systems and Health Management Associates Announce S-4 Filing Declared Effective by SEC
businesswire.com
2013-11-22 16:00:00FRANKLIN, Tenn. & NAPLES, Fla.--(BUSINESS WIRE)--Community Health Systems, Inc. (NYSE: CYH) (“CHS”) and Health Management Associates, Inc. (NYSE: HMA) (“HMA”) announced today that the Registration Statement on Form S-4 relating to the companies' proposed merger has been declared effective by the Securities and Exchange Commission (“SEC”). The Form S-4 contains HMA’s definitive proxy statement relating to soliciting the required approval of the transaction by HMA stockholders. HMA is expected to commence the mailing of the definitive proxy statement to its stockholders on or about November 25, 2013. CHS and HMA encourage HMA stockholders to review the proxy statement and to vote FOR adoption of the merger agreement at the HMA special stockholders’ meeting to be held in Naples, Florida, at 8:00 a.m., local time, on January 8, 2014. “We are pleased that the SEC has completed its review, and we can continue to move towards the successful completion of our acquisition of HMA,” said Wayne T. Smith, chairman, president and chief executive officer of Community Health Systems, Inc. “We continue to believe this transaction represents full and fair value for HMA stockholders, while positioning CHS for long-term growth that will generate incremental stockholder value and benefit local communities and patients around the country. We look forward to working closely with HMA over the coming weeks to secure stockholder approval of the transaction.” The transaction is expected to be completed during the first quarter of 2014 and is subject to approval of HMA stockholders holding 70 percent of HMA’s outstanding shares, antitrust clearance, receipt of other regulatory approvals, and the absence of certain adverse developments. Under the terms of the transaction, CHS will acquire each issued and outstanding share of the common stock of HMA for $10.50 in cash, 0.06942 of a share of CHS common stock, and a Contingent Value Right, which could yield additional cash consideration of up to $1.00 per share, depending on the outcome of certain litigation matters described in the Registration Statement on Form S-4. On November 13, 2013, HMA announced that its Board of Directors unanimously recommended that HMA stockholders vote “FOR” the adoption of the merger agreement. Glenview Capital Management LLC, which owns approximately 14.3% of the common stock of HMA, also announced that it intends to vote “FOR” the adoption of the merger agreement at the special meeting of HMA stockholders. About CHS Located in the Nashville, Tennessee, suburb of Franklin, Community Health Systems, Inc. is one of the largest publicly-traded hospital companies in the United States and a leading operator of general acute care hospitals in non-urban and mid-size markets throughout the country. Through its subsidiaries, CHS currently owns, leases or operates 135 hospitals in 29 states with an aggregate of approximately 20,000 licensed beds. Its hospitals offer a broad range of inpatient and outpatient medical and surgical services. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” About HMA Health Management Associates, Inc., through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 10,782 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” Important Information and Where to Find It In connection with the proposed transaction, CHS has filed with the SEC a registration statement on Form S-4 that includes a proxy statement of HMA and a prospectus of CHS. The registration statement was declared effective by the SEC on November 22, 2013. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CHS, HMA AND THE MERGER. The definitive proxy statement/prospectus and a form of proxy will first be mailed to stockholders of HMA on or about November 25, 2013. These materials and other documents filed with the SEC will be available at no charge at the SEC’s website at www.sec.gov. In addition, stockholders will be able to obtain copies of the definitive proxy statement/prospectus and other documents filed with the SEC (when they become available) from CHS’s website at www.chs.net and HMA’s website at www.hma.com or by directing such request to CHS at 4000 Meridian Boulevard, Franklin, Tennessee 37067, Attention: Investor Relations, or to HMA at 5811 Pelican Bay Boulevard, Naples, Florida 34108, Attention: Investor Relations. CHS, HMA and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the merger. Information regarding CHS’s directors and executive officers is available in CHS’s proxy statement filed with the SEC on April 5, 2013 in connection with its 2013 annual meeting of stockholders, and information regarding HMA’s directors and executive officers is available in (i) HMA’s proxy statement filed with the SEC on April 8, 2013 in connection with its 2013 annual meeting of stockholders and (ii) HMA’s consent revocation statement filed with the SEC on July 19, 2013 in response to the consent solicitation conducted by Glenview Capital Partners, L.P. and certain of its affiliates. Other information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the expected timing of the completion of the merger, the benefits of the merger, including future financial and operating results, the combined company’s plans, objectives and expectations and other statements that are not historical facts. Such statements are based on the views and assumptions of the management of CHS and HMA and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements. Such differences may result from the following factors: the ability to close the transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the receipt of governmental approvals and the approval of HMA stockholders; the risk that the benefits of the transaction, including cost savings and other synergies, may not be fully realized or may take longer to realize than expected; the impact of the transaction on third-party relationships; actions taken by either of the companies; and changes in regulatory, social and political conditions, as well as general economic conditions. Additional risks and factors that may affect results are set forth in HMA’s and CHS’s filings with the Securities and Exchange Commission, including each company’s most recent Annual Report on Form 10-K or Form 10-K/A and Quarterly Report on Form 10-Q or 10 Q/A. The forward-looking statements speak only as of the date of this communication. Neither CHS nor HMA undertakes any obligation to update these statements.

Health Management Associates’ Board of Directors Affirms Support of Transaction with Community Health Systems
businesswire.com
2013-11-13 07:20:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE:HMA) (“HMA”) today announced that the Company’s Board of Directors, in consultation with its outside financial and legal advisors, has completed its comprehensive review of the definitive merger agreement, dated July 29, 2013, between HMA and Community Health Systems, Inc. (NYSE:CYH) (“CHS”) and has unanimously affirmed its support for the transaction. The Board recommends HMA stockholders vote “FOR” the adoption of the merger agreement with CHS at the Special Meeting of the Company’s stockholders to be scheduled. The Company noted that the merger agreement was previously unanimously approved by the Company’s former Board on July 29, 2013. Under the terms of the transaction, HMA will be acquired by CHS for approximately $7.6 billion, including the assumption of outstanding indebtedness. CHS will acquire each issued and outstanding share of the common stock of HMA for $10.50 in cash, 0.06942 of a share of CHS common stock and a Contingent Value Right, which could yield additional cash consideration of up to $1.00 per share, depending on the outcome of certain matters described in the Registration Statement on Form S-4 filed by CHS. HMA stockholders will own approximately 16 percent of the shares of the combined company following close of the transaction. “After conducting an extensive review in conjunction with our legal and financial advisors, we are confident that this transaction provides maximum value to HMA stockholders and represents the best path forward for the Company,” said Steve Shulman, Chairman of the Board. “In addition to having confidence in the value of the transaction, we also support the merger’s strategic rationale and benefits for HMA’s patients, physicians and Associates across the communities we serve. HMA and Community Health Systems are stronger together. The combined entity will be better positioned to address healthcare trends and challenges. In addition, the combined organization will have a greater local and regional market depth, expanded physician relations and physician footprint, and solid clinical operations infrastructure. The transaction remains on track to close during the first quarter of 2014, as scheduled, and we appreciate the patience of all our stakeholders as the Board conducted its review.” “We are excited to combine these two organizations to create a hospital company with more than 200 facilities and leverage our relative strengths and combined scale to better serve our patients, physicians and communities. We are pleased to have the full support of HMA’s new board of directors as we move forward to complete this transaction in the first quarter of 2014,” said Wayne T. Smith, Chairman, President and CEO of Community Health Systems. “This transaction will broaden our footprint into new geographic markets, allow us to form stronger networks and improve access to care, and strengthen our position for greater benefit and success under health care reform. All of which, when combined with expected meaningful synergies available to us through our infrastructure and systems, will enhance value for our shareholders, employees, physicians and the communities we serve. We look forward to continuing our work with HMA’s associates and physicians to ensure a smooth and effective transition.” Since the current Board was installed on August 16, 2013, it has met 11 times and conducted 18 committee meetings. The Board engaged Alvarez and Marsal Healthcare Industry Group, LLC (“A&M”) to conduct a comprehensive review of HMA’s operations, finance, and compliance. A&M’s analysis demonstrated, among other things, that a large initial investment would be necessary to build out HMA’s information and clinical capabilities, among other things, and a successive long road to incremental value would not outweigh the benefits of accepting CHS’s offer. The Board also engaged UBS Securities LLC (“UBS”) and Lazard Frères & Co. LLC (“Lazard”) to perform independent evaluations and analyses to formulate recommendations regarding the transaction with CHS. In connection with their evaluation and analyses, each of UBS and Lazard delivered an opinion to the Board of Directors that the consideration to be received by the Company’s stockholders in the transaction is fair, from a financial point of view, to our stockholders. The board also engaged Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal counsel. The Board has also taken actions to lead the organization while working within the terms of the merger agreement. The Board took the lead in overseeing the stability and performance of near-term operations, the retention of key talent in management, the preservation and strengthening of the consideration paid in the CHS proposal, the positive forward movement of HMA from a regulatory and compliance perspective, and the implementation of measures designed to increase transparency to shareholders. The parties continue to expect the transaction to close during the first quarter of 2014. The transaction is subject to satisfaction of customary closing conditions including approval of HMA’s stockholders holding 70 percent of HMA’s outstanding shares, antitrust clearance, receipt of other regulatory approvals and the absence of certain adverse developments. The Special Meeting of the Company’s stockholders to vote on the transaction will be scheduled in connection with the filing of a definitive proxy statement/prospectus by CHS and HMA. About HMA Health Management Associates, Inc., through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 11,000 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” Important Information and Where to Find It In connection with the proposed transaction, CHS has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that includes a preliminary proxy statement of HMA and a preliminary prospectus of CHS. CHS and HMA plan to file a definitive proxy statement/prospectus and other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHS, HMA AND THE MERGER. When completed and available, the definitive proxy statement/prospectus and a form of proxy will be mailed to stockholders of HMA. These materials and other documents filed with the SEC will be available at no charge at the SEC’s website at www.sec.gov. In addition, stockholders will be able to obtain copies of the definitive proxy statement/prospectus (when they become available) and other documents filed with the SEC from CHS’s website at www.chs.net or and HMA’s website at www.hma.com or by directing such request to CHS at 4000 Meridian Boulevard, Franklin, Tennessee 37067, Attention: Investor Relations, or to HMA at 5811 Pelican Bay Boulevard, Naples, Florida 34108, Attention: Investor Relations. CHS, HMA and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the merger. Information regarding CHS’s directors and executive officers is available in CHS’s proxy statement filed with the SEC on April 5, 2013 in connection with its 2013 annual meeting of stockholders, and information regarding HMA’s directors and executive officers is available in HMA’s preliminary proxy statement contained in the registration statement on Form S-4 filed by CHS with the SEC on September 24, 2013, as may be amended. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the expected timing of the completion of the merger, the benefits of the merger, including future financial and operating results, the combined company’s plans, objectives, expectations and other statements that are not historical facts. Such statements are based on the views and assumptions of the management of CHS and HMA and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements. Such differences may result from the following factors: the ability to close the transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the receipt of governmental approvals; the risk that the benefits of the transaction, including cost savings and other synergies may not be fully realized or may take longer to realize than expected; the impact of the transaction on third-party relationships; actions taken by either of the companies; changes in regulatory, social and political conditions, as well as general economic conditions. Additional risks and factors that may affect results are set forth in HMA’s and CHS’s filings with the Securities and Exchange Commission, including each company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2012, as may be amended or supplemented. The forward-looking statements speak only as of the date of this communication. HMA does not undertake any obligation to update these statements.

Health Management Associates Announces Third Quarter 2013 Results
businesswire.com
2013-11-13 07:18:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE: HMA) (“HMA”) today announced its consolidated financial results for the third quarter ended September 30, 2013 and the completion of the previously announced restatements. Key metrics from continuing operations for the third quarter (all percentage changes in the bullet points below compare the third quarter of 2013 to the third quarter of 2012) include: Diluted earnings per share (“EPS”) from continuing operations was $(0.37). Excluding the impact of approximately $18.9 million, or $0.04 per diluted share, of interest rate swap accounting and mark-to-market adjustments on the swap and approximately $102.9 million, or $0.32 per diluted share, of change of control, severance and merger related costs, diluted earnings per share from continuing operations was a loss of $0.01 per diluted share, as compared to earnings of $0.22 per diluted share in the prior year; Net revenue was $1.421 billion; Adjusted EBITDA was $135.0 million compared to $234.8 million for the same quarter last year. Adjusted EBITDA for the 2013 third quarter includes approximately $2.0 million of Medicare and Medicaid Healthcare Information Technology (“HCIT”) incentives payments, while 2012 third quarter EBITDA includes approximately $24.2 million of HCIT payments. Excluding the HCIT impact in the third quarter of 2013 and 2012, Adjusted EBITDA for the third quarter 2013 was $133.0 million compared to $210.6 million for the same quarter a year ago; Same hospital net revenue was $1.354 billion; Same hospital net revenue per adjusted admission decreased by 3.1%; Same hospital Adjusted EBITDA was $200.8 million, representing an EBITDA margin of 14.8% and; Same hospital surgeries decreased by 2.1% and emergency room visits decreased by 2.2%. The tables accompanying this press release include reconciliations of consolidated net income to all presentations of Adjusted EBITDA (which is not a GAAP measure) contained in this press release. Those tables also reconcile earnings per share on a GAAP basis to those amounts presented in this press release and contain disclaimers and other important information regarding how HMA defines and uses Adjusted EBITDA. During the third quarter, the Company incurred approximately $102.9 million of expenses related to change of control, severance and merger related costs. On August 16, 2013, the Company disclosed that shareholders holding a majority of the outstanding shares of the Company’s common stock voted to replace the incumbent board members with the current board members, triggering a change in control pursuant to HMA’s incentive compensation plans. As a result, all of the outstanding and unvested equity and performance cash awards, stock options and stock awards became vested. This vesting resulted in the recognition of approximately $85.1 million of incremental compensation expense. These expenses are not expected to recur. In addition, the Company has incurred approximately $17.7 million of costs associated with retention and severance agreements with key personnel and the engagement of various advisors related to the merger agreement with Community Health Systems, Inc. (NYSE:CYH) (“CHS”) previously announced on July 30, 2013 and the consent solicitation process to replace the board. Compared to the same period a year ago, same hospital admissions and adjusted admissions for the third quarter ended September 30, 2013 decreased by 6.8% and 2.9%, respectively. For the third quarter, HMA’s provision for doubtful accounts was $255.4 million, or 15.2% of net revenue before the provision for doubtful accounts, compared to $224.1 million, or 13.5% of net revenue before the provision of doubtful accounts, for the same quarter a year ago. Uninsured self-pay patient discounts for the third quarter were $387.7 million, compared to $334.7 million for the same quarter a year ago. Charity/indigent care write-offs were $26.8 million for the third quarter, compared to $28.1 million for the same quarter a year ago. The sum of uninsured discounts, charity/indigent write-offs and the provision for doubtful accounts, as a percent of the sum of net revenue before the provision for doubtful accounts, uninsured discounts and charity/indigent write-offs (which HMA refers to as its Uncompensated Patient Care Percentage) was 32.0% for the third quarter, compared to 29.0% for the third quarter a year ago, and 30.3% for the quarter ended June 30, 2013. Health Management believes that its Uncompensated Patient Care Percentage provides key information regarding the aggregate level of patient care for which it does not receive payment. Cash flow from continuing operating activities for the third quarter was ($7.3) million, after cash interest and cash tax payments aggregating $79.6 million. During the third quarter, as a result of a change in control of the Company’s board, the Company paid approximately $40 million in cash related to the vesting of certain cash awards under the Company’s incentive compensation programs and approximately $35 million in cash for the corresponding payroll taxes associated with the vesting of stock awards. In addition, cash flow from operations for the quarter was impacted by an increase of approximately $50 million in accounts receivable related to the previously announced joint venture with Bayfront Health Systems. Medicare and Medicaid tie-in notices for Bayfront were received late in the third quarter, and the Company expects to bill and collect these accounts receivable in the fourth quarter. As of September 30, 2013, HMA’s total leverage ratio was 4.8 and interest coverage ratio was 3.6 both ratios within its debt covenant requirements. For the nine months ended September 30, 2013, HMA reported net revenue of $4.371 billion, Adjusted EBITDA of $522.1 million, and consolidated diluted EPS from continuing operations of $(0.28). Excluding the impact of approximately $57.7 million, or $0.14 per diluted share, for interest rate swap accounting as well as mark-to-market adjustments on the swap due to interest rate conditions, and $112.0 million, or $0.35 per diluted share, for change of control, severance and merger related costs, diluted earnings per share from continuing operations was $0.21 for the nine months ended September 30, 2013. The Company has completed its previously announced restatement to correct the accounting treatment of approximately $31.0 million of Medicare and Medicaid HCIT incentive payments which were recognized as income by the Company between July 1, 2011 and June 30, 2013 for 11 hospitals that did not meet “meaningful use” criteria. Earlier today the Company filed amendments to its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2013 and June 30, 2013 containing restated financial statements. The restatements also reflect certain immaterial unrelated adjustments. The Company has corrected its accounting treatment and is in the process of implementing new controls to remediate a material weakness in internal control over financial reporting that existed at those dates and at September 30, 2013 related to the administration, oversight and accounting for the Company’s electronic health records enrollment process. As previously reported, the Company has repaid the majority of the $31.0 million, and is in the process of repaying the balance, to the governmental agencies responsible for the HCIT programs and expects to re-enroll the hospitals in the HCIT programs and may be able to recoup some portion of the amount repaid. As reflected in the tables accompanying this press release, the Company is updating its 2013 annual guidance. For the fiscal year ended December 31, 2013, the Company expects net revenue, before the provision for doubtful accounts, to be between $6.84 billion and $6.86 billion, Adjusted EBITDA to be between $790 million and $800 million, and diluted EPS to be between $0.48 and $0.50. This guidance reflects our third quarter results, and assumes continued admission softness and net revenue pressure for the balance of the year. In addition, these estimates include approximately $60 million to $65 million of expected HCIT incentive payments in the fourth quarter, and approximately $10 million to $15 million of anticipated fourth quarter negative impact related to Blue Cross/Blue Shield relations in Mississippi. As previously announced, CHS and HMA have entered into a definitive merger agreement under which CHS will acquire each outstanding share of HMA common stock for $10.50 in cash, 0.06942 of a share of CHS common stock and a Contingent Value Right, which could yield additional cash consideration of up to $1.00 per share, depending on certain matters described in the Registration Statement on Form S-4 filed by CHS. On July 30, 2013, the cash and stock portion of the consideration was valued at $13.78 per HMA share and as of November 11, 2013, the consideration has a value of approximately $13.42, in each case, plus the Contingent Value Right. As previously disclosed, the parties expect to close the transaction during the first quarter of 2014. The merger is subject to satisfaction of customary closing conditions, including approval by HMA’s stockholders holding 70 percent of HMA’s outstanding shares, antitrust clearance, receipt of other regulatory approvals and the absence of certain adverse developments. HMA will host a listen-only conference call and webcast to discuss the contents of this press release and HMA’s consolidated financial results for the three and nine months ended September 30, 2013 later today, November 13, 2013 at 10:00 a.m. ET. Investors are invited to access the webcast via HMA’s website at www.HMA.com or via www.streetevents.com. Alternatively, investors may listen to the conference call by dialing US: (800) 585-8367 / International: (404) 537-3406, Conference ID: 99225973. HMA will archive a copy of the audio webcast of the conference call, along with any related information that HMA may be required to provide pursuant to Securities and Exchange Commission rules, on its website under the heading “Investor Relations” for a period of 60 days following the conference call and webcast. About HMA Health Management Associates, Inc., through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 11,000 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” Important Information and Where to Find It In connection with the proposed transaction, CHS has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that includes a preliminary proxy statement of HMA and a preliminary prospectus of CHS. CHS and HMA plan to file a definitive proxy statement/prospectus and other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHS, HMA AND THE MERGER. When completed and available, the definitive proxy statement/prospectus and a form of proxy will be mailed to stockholders of HMA. These materials and other documents filed with the SEC will be available at no charge at the SEC’s website at www.sec.gov. In addition, stockholders will be able to obtain copies of the definitive proxy statement/prospectus (when they become available) and other documents filed with the SEC from CHS’s website at www.chs.net or and HMA’s website at www.hma.com or by directing such request to CHS at 4000 Meridian Boulevard, Franklin, Tennessee 37067, Attention: Investor Relations, or to HMA at 5811 Pelican Bay Boulevard, Naples, Florida 34108, Attention: Investor Relations. CHS, HMA and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the merger. Information regarding CHS’s directors and executive officers is available in CHS’s proxy statement filed with the SEC on April 5, 2013 in connection with its 2013 annual meeting of stockholders, and information regarding HMA’s directors and executive officers is available in HMA’s preliminary proxy statement contained in the registration statement on Form S-4 filed by CHS with SEC on September 24, 2013, as may be amended. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “intends,” “plans,” “may,” “pending,” “continues,” “should,” “could” and other similar words. All statements addressing operating performance, events or developments that Health Management Associates, Inc. expects or anticipates will occur in the future, including but not limited to projections of revenue, provisions for doubtful accounts, income or loss, capital expenditures, debt structure, principal payments on debt, capital structure, the amount and timing of funds under the meaningful use measurement standard of various Healthcare Information Technology incentive programs, other financial items and operating statistics, statements regarding our plans and objectives for future operations, the impact of changes in observation stays, our ability to achieve process efficiencies, factors we believe may have an impact on our deductibles and co-pays, acquisitions, acquisition financing, divestitures, joint ventures, market service development and other transactions, statements of future economic performance, statements regarding our legal proceedings and other loss contingencies (including, but not limited to, the timing and estimated costs of such matters), statements regarding market risk exposures, statements regarding our ability to achieve cost efficiencies and/or reductions, statements regarding the effects and/or interpretations of recently enacted or future health care laws and regulations, statements regarding the potential impact of health care exchanges, remediation of the related material weakness in internal control over financial reporting, statements of the beliefs or assumptions underlying or relating to any of the foregoing statements, and statements that are other than statements of historical fact, are considered to be “forward-looking statements.” These statements also include, but are not limited to, statements regarding the expected timing of the completion of the merger with CHS, the benefits of the merger, including future financial and operating results, the combined company’s plans, objectives, expectations and other statements that are not historical facts. Such statements are based on the views and assumptions of the management of CHS and HMA and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements. Such differences may result from the following factors: the ability to close the transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the receipt of governmental approvals; the risk that the benefits of the transaction, including cost savings and other synergies may not be fully realized or may take longer to realize than expected; the impact of the transaction on third-party relationships; actions taken by either of the companies; changes in regulatory, social and political conditions, as well as general economic conditions. Additional risks and factors that may affect results are set forth in HMA’s and CHS’s filings with the Securities and Exchange Commission, including each company’s Annual Report on Form 10-K/A for the fiscal year ending December 31, 2012, as may be amended or supplemented. The forward-looking statements speak only as of the date of this communication. Except as required by law, HMA does not undertake any obligation to update these statements. (financial tables follow) Net income (loss) attributable to Health Management Associates, Inc. common stockholders Earnings (loss) per share attributable to Heath Management Associates, Inc. common stockholders: Adjustments to reconcile consolidated net income (loss) to net cash provided by continuing operating activities: Changes in assets and liabilities of continuing operations, net of the effects of acquisitions: Net decrease in cash and cash equivalents before discontinued operations Net decreases in cash and cash equivalents from discontinued operations: (unaudited, dollars in thousands) (a) Adjusted EBITDA is defined as consolidated net (loss) income before discontinued operations, net (gains) losses on sales of assets, change in control and other related expenses, net interest and other income, interest expense, income taxes and depreciation and amortization. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenue. Adjusted EBITDA is not a measure determined in accordance with generally accepted accounting principles in the United States, commonly known as GAAP. Nevertheless, Health Management believes that providing non-GAAP information such as Adjusted EBITDA is important for investors and other readers of HMA's consolidated financial statements, as it is commonly used as an analytical indicator within the health care industry and HMA's debt facilities contain covenants that use Adjusted EBITDA in their calculations. Because Adjusted EBITDA is a non-GAAP measure and is thus susceptible to varying calculations, Adjusted EBITDA, as presented, may not be directly comparable to other similarly titled measures used by other companies. HEALTH MANAGEMENT ASSOCIATES, INC. SUPPLEMENTAL CONSOLIDATED STATEMENTS OF INCOME INFORMATION (unaudited, in thousands, except per share amounts) The following tables provide information regarding income from continuing operations attributable to HMA, excluding the impact of the interest rate swap amortization and mark-to-market adjustments and change in control and other related costs. This table is a non-GAAP presentation; nonetheless, HMA believes that providing this detail is beneficial to investors and other readers of HMA's financial statements due to the significant impact these items had on income from continuing operations attributable to HMA. ContinuingOperations Interest Rate SwapAmortization andMark-To-MarketAdjustments Change in Controland OtherRelated Costs Total, AsReported Loss from continuing operations before income taxes attributable to Health Management Associates, Inc. Loss from continuing operations attributable to Health Management Associates, Inc. common stockholders Net loss attributable to Health Management Associates, Inc. common stockholders Earnings (loss) per share from continuing operations attributable to Health Management Associates, Inc. common stockholders: ContinuingOperations Interest Rate SwapAmortization andMark-To-MarketAdjustments Total, AsReported Income from continuing operations before income taxes attributable to Health Management Associates, Inc. Income from continuing operations attributable to Health Management Associates, Inc. common stockholders Earnings per share from continuing operations attributable to Health Management Associates, Inc. common stockholders: ContinuingOperations Interest Rate SwapAmortization andMark-To-MarketAdjustments Change in Controland OtherRelated Costs Total, AsReported Income (loss) from continuing operations before income taxes attributable to Health Management Associates, Inc. Income (loss) from continuing operations attributable to Health Management Associates, Inc. common stockholders Net income (loss) attributable to Health Management Associates, Inc. common stockholders Earnings (loss) per share from continuing operations attributable to Health Management Associates, Inc. common stockholders: ContinuingOperations Interest Rate SwapAmortization andMark-To-MarketAdjustments Total, AsReported Income from continuing operations before income taxes attributable to Health Management Associates, Inc. Income from continuing operations attributable to Health Management Associates, Inc. common stockholders Earnings per share from continuing operations attributable to Health Management Associates, Inc. common stockholders: The following table updates selected information concerning HMA’s previously announced objectives for the year ending December 31, 2013. These objectives are based on HMA’s historical operating performance, current trends and other assumptions that management believes are reasonable at this time. These objectives exclude any potential future hospital partnerships and acquisitions that may be completed during the rest of 2013. Adjusted EBITDA (in millions) (a) Income from continuing operations attributable to Health Management Associates, Inc. per share – diluted (b) (a) Adjusted EBITDA is defined as consolidated net income before discontinued operations, net (gains) losses on sales of assets, change in control and other related expenses, net interest and other income, interest expense, income taxes and depreciation and amortization. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenue. Adjusted EBITDA is not a measure determined in accordance with generally accepted accounting principles in the United States, commonly known as GAAP. Nevertheless, HMA believes that providing non-GAAP information such as Adjusted EBITDA is important for investors and other readers of HMA's consolidated financial statements, as it is commonly used as an analytical indicator within the health care industry and HMA's debt facilities contain covenants that use Adjusted EBITDA in their calculations. Because Adjusted EBITDA is a non-GAAP measure and is thus susceptible to varying calculations, Adjusted EBITDA, as presented, may not be directly comparable to other similarly titled measures used by other companies. (b) Excludes change of control and other related expenses.

Health Management Associates, Inc. to Report 2013 Third Quarter Results on November 13, 2013
businesswire.com
2013-11-12 23:37:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE: HMA) (“HMA”) announced today that it will report its results for the third quarter ended September 30, 2013 on November 13, 2013. Health Management will issue a press release before the market opens on Wednesday, November 13, 2013, and at 10:00 a.m. Eastern Time (ET) the same day, management will host a listen-only conference call to provide additional details. The conference call will be limited to prepared remarks by management. This conference call will also be simulcast on the Internet. To access the webcast, interested investors should go to the Investor Relations section of Health Management’s website located at www.hma.com or to www.streetevents.com. A replay of the conference call will be available on HMA’s website. About HMA Health Management Associates, Inc., through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 11,000 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” Important Information and Where to Find It In connection with the proposed transaction, CHS has filed with the SEC a registration statement on Form S-4 that includes a preliminary proxy statement of HMA and a preliminary prospectus of CHS. CHS and HMA plan to file a definitive proxy statement/prospectus and other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHS, HMA AND THE MERGER. When completed and available, the definitive proxy statement/prospectus and a form of proxy will be mailed to stockholders of HMA. These materials and other documents filed with the SEC will be available at no charge at the SEC’s website at www.sec.gov. In addition, stockholders will be able to obtain copies of the definitive proxy statement/prospectus (when they become available) and other documents filed with the SEC from CHS’s website at www.chs.net and HMA’s website at www.hma.com or by directing such request to CHS at 4000 Meridian Boulevard, Franklin, Tennessee 37067, Attention: Investor Relations, or to HMA at 5811 Pelican Bay Boulevard, Naples, Florida 34108, Attention: Investor Relations. CHS, HMA and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the merger. Information regarding CHS’s directors and executive officers is available in CHS’s proxy statement filed with the SEC on April 5, 2013 in connection with its 2013 annual meeting of stockholders, and information regarding HMA’s directors and executive officers is available in HMA’s preliminary proxy statement contained in the registration statement on Form S-4 filed by CHS with SEC on September 24, 2013 as may be amended. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “intends,” “plans,” “may,” “pending,” “continues,” “should,” “could” and other similar words. All statements addressing events or developments that Health Management Associates, Inc. expects or anticipates will occur in the future and statements that are other than statements of historical fact, are considered to be “forward-looking statements.” The Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2012, as may be amended or supplemented, describes risks and other factors that may affect our business. The forward-looking statements speak only as of the date of this communication. Except as required by law, HMA does not undertake any obligation to update these statements.

Health Management Associates Announces Restatement of Financial Statements
businesswire.com
2013-11-05 17:02:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE:HMA) (“HMA”) today announced that it will restate its financial statements for the years ended December 31, 2010, 2011 and 2012 and the quarters ended March 31 and June 30, 2013 to correct the accounting treatment of approximately $31.0 million of Medicare and Medicaid Health Information Technology (“HCIT”) payments recognized as income between July 1, 2011 and June 30, 2013. The Company intends to file the necessary amendments to its prior filings as soon as possible, following which the Company will file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2013. HMA participates in federal and various state HCIT programs pursuant to which Medicare and Medicaid incentive payments are paid to eligible hospitals and physician practices that implement and achieve “meaningful use” of certified electronic health record (“EHR”) technology. In October 2013, based on the results of an internal review, the Company determined that it had made an error in applying the requirements for certifying its EHR technology under these programs and, as a result, that 11 of the hospitals it had enrolled in the HCIT programs did not meet the “meaningful use” criteria necessary to qualify for HCIT payments. The Company promptly notified the Centers for Medicare and Medicaid Services (“CMS”), the government agency responsible for administering federal HCIT programs, as well as the agencies that administer the various relevant state HCIT programs, of its determination. The Company estimates that, between July 1, 2011 and September 30, 2013, it recognized as income HCIT incentive payments totaling approximately $31.0 million for the hospitals that did not meet the “meaningful use” criteria. Of these payments, the Company recognized as income approximately $8.3 million in 2011, approximately $17.3 million in 2012 and approximately $5.4 million in the first six months of 2013. On October 30, 2013, the Company withdrew the 11 hospitals from the HCIT programs and has repaid the majority of the funds to CMS. The Company is in the process of repaying the balance of the funds to the relevant state programs. The Company expects to re-enroll the hospitals in the HCIT programs and may be able to recoup some portion of the amounts repaid. The Company has concluded that, due solely to this matter, its financial statements and related communications for fiscal years 2010, 2011 and 2012 and the fiscal quarters ended March 31, 2013 and June 30, 2013 and its annual 2013 guidance issued on July 30, 2013 should no longer be relied upon. The Company is in the process of remediating a material weakness in internal control relating to the administration and oversight of its EHR enrollment process that it has now concluded existed as of December 31, 2012, March 31, 2013 and June 30, 2013. The Company today filed a Current Report on Form 8-K containing additional information concerning this matter. The registration statement on Form S-4, previously filed by Community Health Systems, Inc. (NYSE:CYH) (“CHS”) with the United States Securities and Exchange Commission (“SEC”), and containing a preliminary proxy statement of HMA and a preliminary prospectus of CHS in connection with the announced merger, has not yet been declared effective by the SEC. The Company expects that the Form S-4 will be amended as soon as possible following the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 to incorporate the restated financial statements and the Company’s results for the third quarter. Upon the Form S-4 being declared effective by the SEC, HMA will mail the proxy statement/prospectus to HMA stockholders and hold a special meeting of HMA stockholders to consider and vote upon the adoption of the merger agreement between CHS and HMA. Both parties continue to expect the transaction to close during the first quarter of 2014, subject to satisfaction of customary closing conditions contained in the merger agreement, including approval of HMA’s stockholders and expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. At this time, the Company is not providing annual guidance for 2013, and the previously issued guidance provided on July 30, 2013 has been withdrawn. About HMA Health Management Associates, Inc., through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 11,000 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” All references to "Health Management," "HMA" or the "Company" used in this release refer to Health Management Associates, Inc. and its affiliates. Important Information and Where to Find It In connection with the proposed transaction, CHS has filed with the SEC a registration statement on Form S-4 that includes a preliminary proxy statement of HMA and a preliminary prospectus of CHS. CHS and HMA plan to file a definitive proxy statement/prospectus and other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHS, HMA AND THE MERGER. When completed and available, the definitive proxy statement/prospectus and a form of proxy will be mailed to stockholders of HMA. These materials and other documents filed with the SEC will be available at no charge at the SEC’s website at www.sec.gov. In addition, stockholders will be able to obtain copies of the definitive proxy statement/prospectus (when they become available) and other documents filed with the SEC from CHS’s website at www.chs.net or and HMA’s website at www.hma.com or by directing such request to CHS at 4000 Meridian Boulevard, Franklin, Tennessee 37067, Attention: Investor Relations, or to HMA at 5811 Pelican Bay Boulevard, Naples, Florida 34108, Attention: Investor Relations. CHS, HMA and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the merger. Information regarding CHS’s directors and executive officers is available in CHS’s proxy statement filed with the SEC on April 5, 2013 in connection with its 2013 annual meeting of stockholders, and information regarding HMA’s directors and executive officers is available in HMA’s preliminary proxy statement contained in the registration statement on Form S-4 filed by CHS with the SEC on September 24, 2013. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Forward-Looking Statements Certain statements contained in this communication and other communications by the Company may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “intends,” “plans,” “may,” “pending,” “continues,” “should,” “could” and other similar words. All statements addressing events or developments that HMA expects or anticipates will occur in the future, including but not limited, the completion of the restatement and remediation of the related material weakness in internal control over financial reporting, are considered to be “forward-looking statements.” These statements also include, but are not limited to, statements regarding the expected timing of the completion of the merger with CHS, the benefits of the merger, including future financial and operating results, the combined company’s plans, objectives, expectations and other statements that are not historical facts. Such statements regarding the merger are based on the views and assumptions of the management of CHS and HMA and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements. Such differences may result from the following factors: the ability to close the transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the receipt of governmental approvals; the risk that the benefits of the transaction, including cost savings and other synergies may not be fully realized or may take longer to realize than expected; the impact of the transaction on third-party relationships; actions taken by either of the companies; changes in regulatory, social and political conditions, as well as general economic conditions. Because they are forward-looking, such statements should be evaluated in light of important risk factors and uncertainties. Additional risks and factors that may affect results are set forth in each of HMA’s and CHS’s filings with the Securities and Exchange Commission, including each company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2012 under the “Risk Factors” section. The forward-looking statements speak only as of the date of this communication. Except as required by law, HMA disclaims any obligation to update its risk factors or to publicly announce updates to the forward-looking statements.

Health Management Board of Directors Provides Update
businesswire.com
2013-09-25 07:50:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE:HMA) (“HMA”) today announced that its newly constituted Board of Directors is in the process of evaluating HMA’s previously announced merger with Community Health Systems, Inc. (NYSE: CYH) (“CHS”) consistent with the terms of the merger agreement. In connection with its review, the Board has retained independent financial advisors, Lazard Frères & Co. LLC and UBS Securities LLC, legal counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP and financial operating and compliance consultant Alvarez & Marsal Healthcare Industry Group, LLC. HMA also announced that it and CHS have agreed to an amendment and consent to the merger agreement pursuant to which, among other things, CHS consented to the engagement by HMA of Lazard and UBS as additional financial advisors. In addition, CHS filed a registration statement on Form S-4 with the United States Securities and Exchange Commission (“SEC”) containing a preliminary proxy statement of HMA and a preliminary prospectus of CHS in connection with the announced merger. Once the preliminary proxy statement/prospectus has been declared effective by the SEC, HMA anticipates sending the proxy statement/prospectus to stockholders and holding a special meeting of HMA stockholders to approve the transaction. The transaction is expected to close by the end of the first quarter of 2014, subject to satisfaction of the conditions contained in the merger agreement. The registration statement has not yet been declared effective by the SEC and the information contained in the filing is subject to change. About HMA Health Management Associates, Inc., through its affiliates, owns and manages hospitals and ambulatory surgery centers in small cities and selected larger urban markets. HMA currently operates 71 hospitals in 15 states with approximately 11,000 licensed beds. Shares in Health Management Associates are traded on the New York Stock Exchange under the symbol “HMA.” Important Information and Where to Find It In connection with the proposed transaction, CHS has filed with the SEC a registration statement on Form S-4 that includes a preliminary proxy statement of HMA and a preliminary prospectus of CHS. CHS and HMA plan to file a definitive proxy statement/prospectus and other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHS, HMA AND THE MERGER. When completed and available, the definitive proxy statement/prospectus and a form of proxy will be mailed to stockholders of HMA. These materials and other documents filed with the SEC will be available at no charge at the SEC’s website at www.sec.gov. In addition, stockholders will be able to obtain copies of the definitive proxy statement/prospectus (when they become available) and other documents filed with the SEC from CHS’s website at www.chs.net and HMA’s website at www.hma.com or by directing such request to CHS at 4000 Meridian Boulevard, Franklin, Tennessee 37067, Attention: Investor Relations, or to HMA at 5811 Pelican Bay Boulevard, Naples, Florida 34108, Attention: Investor Relations. CHS, HMA and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the merger. Information regarding CHS’s directors and executive officers is available in CHS’s proxy statement filed with the SEC on April 5, 2013 in connection with its 2013 annual meeting of stockholders, and information regarding HMA’s directors and executive officers is available in HMA’s preliminary proxy statement contained in the registration statement on Form S-4 filed by CHS with SEC on September 24, 2013. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the expected timing of the completion of the merger, the benefits of the merger, including future financial and operating results, the combined company’s plans, objectives, expectations and other statements that are not historical facts. Such statements are based on the views and assumptions of the management of CHS and HMA and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements. Such differences may result from the following factors: the ability to close the transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the receipt of governmental approvals; the risk that the benefits of the transaction, including cost savings and other synergies may not be fully realized or may take longer to realize than expected; the impact of the transaction on third-party relationships; actions taken by either of the companies; changes in regulatory, social and political conditions, as well as general economic conditions. Additional risks and factors that may affect results are set forth in HMA’s and CHS’s filings with the Securities and Exchange Commission, including each company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2012. The forward-looking statements speak only as of the date of this communication. HMA does not undertake any obligation to update these statements.

Health Management Announces New Board of Directors
businesswire.com
2013-08-16 11:32:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE: HMA) today announced that a majority of its shareholders have appointed a new Board of Directors. An independent inspector of election has certified the written consents representing more than 50% of the Company’s outstanding shares delivered to the Company by Glenview Capital Management, L.P. As such, the eight nominees put forth by Glenview have been elected to serve on the Company’s Board of Directors. The new members of the Company’s Board of Directors are Steven Epstein, Mary Taylor Behrens, Kirk Gorman, Stephen Guillard, Joann Reed, John McCarty, Steven Shulman and Peter Urbanowicz. Biographical information for the new members of the Company’s Board of Directors will be provided in a Form 8-K to be filed by the Company with the Securities and Exchange Commission. Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as "expects," "estimates," "projects," "anticipates," "believes," “intends,” "plans," “may,” “pending,” “continues,” “should,” "could" and other similar words. All statements addressing operating performance, events or developments that Health Management Associates, Inc. expects or anticipates will occur in the future, including but not limited to projections of revenue, provisions for doubtful accounts, income or loss, capital expenditures, debt structure, principal payments on debt, capital structure, the amount and timing of funds under the meaningful use measurement standard of various Healthcare Information Technology incentive programs, other financial items and operating statistics, statements regarding our plans and objectives for future operations, the impact of changes in observation stays, our ability to achieve process efficiencies, factors we believe may have an impact on our deductibles and co-pays, acquisitions, acquisition financing, divestitures, joint ventures, market service development and other transactions, statements of future economic performance, statements regarding our legal proceedings and other loss contingencies (including, but not limited to, the timing and estimated costs of such matters), statements regarding market risk exposures, statements regarding our ability to achieve cost efficiencies and/or reductions, statements regarding the effects and/or interpretations of recently enacted or future health care laws and regulations, statements regarding the potential impact of health care exchanges, statements of the beliefs or assumptions underlying or relating to any of the foregoing statements, and statements that are other than statements of historical fact, are considered to be "forward-looking statements.” Because they are forward-looking, such statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in Health Management Associates, Inc.'s most recent Annual Report on Form 10-K, including under the heading entitled "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of Health Management Associates, Inc.'s underlying beliefs or assumptions prove incorrect, actual results could vary materially from those currently anticipated. In addition, undue reliance should not be placed on Health Management Associates, Inc.'s forward-looking statements. Except as required by law, Health Management Associates, Inc. disclaims any obligation to update its risk factors or to publicly announce updates to the forward-looking statements contained in this press release to reflect new information, future events or other developments.

Health Management Associates Announces Independent Inspector to Review and Certify Consents Submitted by Glenview
businesswire.com
2013-08-12 21:44:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE: HMA) announced today that Glenview Capital Management, L.P. has delivered written consents to the Company representing consents from more than 50% of the Company’s outstanding shares. An independent inspector of election will promptly review and certify the validity of the written consents delivered to the Company. The HMA board is committed to ensuring an orderly transition if the written consents delivered by Glenview are validated by the independent inspector of election. The Company will provide further information when the review of the independent inspector of election is complete. Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as "expects," "estimates," "projects," "anticipates," "believes," “intends,” "plans," “may,” “pending,” “continues,” “should,” "could" and other similar words. All statements addressing operating performance, events or developments that Health Management Associates, Inc. expects or anticipates will occur in the future, including but not limited to projections of revenue, provisions for doubtful accounts, income or loss, capital expenditures, debt structure, principal payments on debt, capital structure, the amount and timing of funds under the meaningful use measurement standard of various Healthcare Information Technology incentive programs, other financial items and operating statistics, statements regarding our plans and objectives for future operations, the impact of changes in observation stays, our ability to achieve process efficiencies, factors we believe may have an impact on our deductibles and co-pays, acquisitions, acquisition financing, divestitures, joint ventures, market service development and other transactions, statements of future economic performance, statements regarding our legal proceedings and other loss contingencies (including, but not limited to, the timing and estimated costs of such matters), statements regarding market risk exposures, statements regarding our ability to achieve cost efficiencies and/or reductions, statements regarding the effects and/or interpretations of recently enacted or future health care laws and regulations, statements regarding the potential impact of health care exchanges, statements of the beliefs or assumptions underlying or relating to any of the foregoing statements, and statements that are other than statements of historical fact, are considered to be "forward-looking statements.” Because they are forward-looking, such statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in Health Management Associates, Inc.'s most recent Annual Report on Form 10-K, including under the heading entitled "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of Health Management Associates, Inc.'s underlying beliefs or assumptions prove incorrect, actual results could vary materially from those currently anticipated. In addition, undue reliance should not be placed on Health Management Associates, Inc.'s forward-looking statements. Except as required by law, Health Management Associates, Inc. disclaims any obligation to update its risk factors or to publicly announce updates to the forward-looking statements contained in this press release to reflect new information, future events or other developments. Important Additional Information and Where to Find It Health Management Associates, Inc. (“Health Management”) and its directors and executive officers are deemed to be participants in the solicitation of consent revocations from Health Management stockholders in connection with the consent solicitation conducted by Glenview Capital Partners, L.P. and certain of its affiliates. Health Management filed, on July 19, 2013, a definitive consent revocation statement with the SEC in response to the consent solicitation conducted by Glenview Capital Partners, L.P. and certain of its affiliates. STOCKHOLDERS ARE URGED TO READ THE CONSENT REVOCATION STATEMENT AND ACCOMPANYING WHITE CONSENT REVOCATION CARD (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT HEALTH MANAGEMENT WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Information about Health Management executive officers and directors, and their direct or indirect interests, by security holdings or otherwise, is set forth (i) in the definitive consent revocation statement, (ii) in the proxy statement for Health Management’s 2013 Annual Meeting of Stockholders, which was filed with the SEC on April 4, 2013, and (iii) in other materials to be filed with the SEC. Investors and securityholders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, the documents filed by Health Management with the SEC may be obtained free of charge by contacting Health Management at Health Management, Attn: Investor Relations (239)598-3131. Health Management’s filings with the SEC are also available on its website at ir.hma.com.

Health Management Announces Second Quarter 2013 Results
businesswire.com
2013-08-09 16:02:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE: HMA) today announced its consolidated financial results for the second quarter ended June 30, 2013. Key metrics from continuing operations for the second quarter (all percentage changes in the bullet points below compare the second quarter of 2013 to the second quarter of 2012) include: As shown in the tables accompanying this press release, diluted earnings per share (“EPS”) from continuing operations was $0.03. Excluding the impact of approximately $19.3 million, or $0.04 per diluted share, of interest rate swap accounting and mark-to-market adjustments on the swap, diluted earnings per share from continuing operations was $0.07 per diluted share, as compared to $0.21 per diluted share in the prior year; Net revenue was $1.464 billion; Adjusted EBITDA was $181.2 million, which includes $23.2 million of Medicare and Medicaid Healthcare Information Technology (“HCIT”) incentive payment as well as approximately $9.1 million, or $0.02 per diluted share, of severance accruals for certain employment arrangements; Same hospital net revenue was $1.398 billion; Same hospital net revenue per adjusted admission decreased 2.7%; As shown in the accompanying table, same hospital Adjusted EBITDA was $247.8 million, or an EBITDA margin of 17.7%; and Same hospital surgeries decreased 2.2% and emergency room visits decreased 3.1%. The tables accompanying this press release include reconciliations of consolidated net income to all presentations of Adjusted EBITDA (which is not a GAAP measure) contained in this press release. Those tables also reconcile earnings per share on a GAAP basis to those amounts presented in this press release and contain disclaimers and other important information regarding how Health Management defines and uses Adjusted EBITDA. For the second quarter, Health Management’s provision for doubtful accounts was $240.9 million, or 14.1% of net revenue before the provision for doubtful accounts, compared to $214.6 million, or 12.7% of net revenue before the provision of doubtful accounts, for the same quarter a year ago. Uninsured self-pay patient discounts for the second quarter were $369.0 million, compared to $311.9 million for the same quarter a year ago. Charity/indigent care write-offs were $28.2 million for the second quarter, compared to $24.3 million for the same quarter a year ago. The sum of uninsured discounts, charity/indigent write-offs and the provision for doubtful accounts, as a percent of the sum of net revenue before the provision for doubtful accounts, uninsured discounts and charity/indigent write-offs (which Health Management refers to as its Uncompensated Patient Care Percentage) was 30.3% for the second quarter, compared to 27.2% for the second quarter a year ago, and 28.6% for the quarter ended March 31, 2013. Health Management believes that its Uncompensated Patient Care Percentage provides key information regarding the aggregate level of patient care for which it does not receive payment. Cash flow from continuing operating activities for the second quarter was $108.3 million, after cash interest and cash tax payments aggregating $61.7 million. At June 30, 2013, Health Management’s total leverage ratio and interest coverage ratio were 4.1, both being well within its debt covenant requirements. Health Management hospitals recognized $23.2 million and $2.9 million of incentive payments in the three months ended June 30, 2013 and 2012, respectively. For the six months ended June 30, 2013, Health Management reported net revenue of $2.947 billion and Adjusted EBITDA of $380.1 million. As shown in the tables accompanying this press release, excluding the impact of approximately $37.0 million, or $0.09 per diluted share, for interest rate swap accounting as well as mark-to-market adjustments on the swap due to interest rate conditions, for the six months ended June 30, 2013, diluted earnings per share from continuing operations were $0.21. Consolidated diluted earnings per share from continuing operations were $0.12 for the six months ended June 30, 2013. As previously announced, Community Health Systems, Inc. (NYSE: CYH) (“CHS”) and Health Management Associates have entered into a definitive merger agreement pursuant to which CHS will acquire HMA for approximately $7.6 billion, including the assumption of approximately $3.7 billion of indebtedness. The transaction is expected to close by the end of the first quarter of 2014 and is subject to approval by a 70 percent vote of Health Management’s stockholders, antitrust clearance, receipt of other regulatory approvals, the absence of certain adverse developments, and customary closing conditions. Health Management enables America’s best local health care by providing the people, processes, capital and expertise necessary for its hospital and physician partners to fulfill their local missions of delivering superior health care services. Health Management, through its subsidiaries, operates 71 hospitals with approximately 11,100 licensed beds in non-urban communities located throughout the United States. All references to “Health Management,” “HMA” or the “Company” used in this release refer to Health Management Associates, Inc. and its affiliates. Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “intends,” “plans,” “may,” “pending,” “continues,” “should,” “could” and other similar words. All statements addressing operating performance, events or developments that Health Management Associates, Inc. expects or anticipates will occur in the future, including but not limited to projections of revenue, provisions for doubtful accounts, income or loss, capital expenditures, debt structure, principal payments on debt, capital structure, the amount and timing of funds under the meaningful use measurement standard of various Healthcare Information Technology incentive programs, other financial items and operating statistics, statements regarding our plans and objectives for future operations, the impact of changes in observation stays, our ability to achieve process efficiencies, factors we believe may have an impact on our deductibles and co-pays, acquisitions, acquisition financing, divestitures, joint ventures, market service development and other transactions, statements of future economic performance, statements regarding our legal proceedings and other loss contingencies (including, but not limited to, the timing and estimated costs of such matters), statements regarding market risk exposures, statements regarding our ability to achieve cost efficiencies and/or reductions, statements regarding the effects and/or interpretations of recently enacted or future health care laws and regulations, statements regarding the potential impact of health care exchanges, statements of the beliefs or assumptions underlying or relating to any of the foregoing statements, and statements that are other than statements of historical fact, are considered to be “forward-looking statements.” Because they are forward-looking, such statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in Health Management Associates, Inc.’s most recent Annual Report on Form 10-K, including under the heading entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of Health Management Associates, Inc.’s underlying beliefs or assumptions prove incorrect, actual results could vary materially from those currently anticipated. In addition, undue reliance should not be placed on Health Management Associates, Inc.’s forward-looking statements. Except as required by law, Health Management Associates, Inc. disclaims any obligation to update its risk factors or to publicly announce updates to the forward-looking statements contained in this press release to reflect new information, future events or other developments. HEALTH MANAGEMENT ASSOCIATES, INC. CONSOLIDATED STATEMENTS OF INCOME (unaudited, in thousands, except per share amounts) HEALTH MANAGEMENT ASSOCIATES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, in thousands) HEALTH MANAGEMENT ASSOCIATES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS AND STATISTICS HEALTH MANAGEMENT ASSOCIATES, INC. SUPPLEMENTAL CONSOLIDATED STATEMENTS OF INCOME INFORMATION (unaudited, dollars in thousands) (a) Adjusted EBITDA is defined as consolidated net income before discontinued operations, net (gains) losses on sales of assets, net interest and other income, interest expense, income taxes and depreciation and amortization. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenue. Adjusted EBITDA is not a measure determined in accordance with generally accepted accounting principles in the United States, commonly known as GAAP. Nevertheless, Health Management believes that providing non-GAAP information such as Adjusted EBITDA is important for investors and other readers of Health Management’s consolidated financial statements, as it is commonly used as an analytical indicator within the health care industry and Health Management’s debt facilities contain covenants that use Adjusted EBITDA in their calculations. Because Adjusted EBITDA is a non-GAAP measure and is thus susceptible to varying calculations, Adjusted EBITDA, as presented, may not be directly comparable to other similarly titled measures used by other companies. HEALTH MANAGEMENT ASSOCIATES, INC. SUPPLEMENTAL CONSOLIDATED STATEMENTS OF INCOME INFORMATION (unaudited, in thousands, except per share amounts) The following tables provide information regarding income from continuing operations attributable to Health Management,excluding the impact of the interest rate swap amortization and mark-to-market adjustments. These tables are anon-GAAP presentation; nonetheless, Health Management believes that providing this detail is beneficial to investorsand other readers of Health Management’s financial statements due to the significant impact these items had on incomefrom continuing operations attributable to Health Management. HEALTH MANAGEMENT ASSOCIATES, INC. SUPPLEMENTAL CONSOLIDATED STATEMENTS OF INCOME INFORMATION (unaudited, in thousands, except per share amounts)

Health Management Associates Comments on Institutional Shareholder Services Report
businesswire.com
2013-08-08 22:43:00NAPLES, Fla.--(BUSINESS WIRE)--Health Management Associates, Inc. (NYSE: HMA) issued the following comment in response to the report issued by Institutional Shareholder Services with respect to the consent solicitation initiated by Glenview Capital Partners, L.P.: “We have reviewed ISS’s report which was just issued, but, for all the reasons publicly articulated, strongly disagree with and are disappointed by ISS’s recommendation with respect to Glenview’s consent solicitation to remove all of the members of the Board. The Board believes that it is critical and in the best interest of shareholders and HMA for there to be some continuity on the Board given, among other things, the ongoing government investigations, the management transition and the pending transaction with Community Health Systems, Inc. HMA is willing to add all of Glenview’s nominees to the Board provided that Glenview is willing to retain 2 to 3 members of the HMA Board to ensure continuity and an orderly transition. “The HMA Board recommends that shareholders NOT sign Glenview’s gold consent card and reject Glenview’s proposal to replace the entire Board.” Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as "expects," "estimates," "projects," "anticipates," "believes," “intends,” "plans," “may,” “pending,” “continues,” “should,” "could" and other similar words. All statements addressing operating performance, events or developments that Health Management Associates, Inc. expects or anticipates will occur in the future, including but not limited to projections of revenue, provisions for doubtful accounts, income or loss, capital expenditures, debt structure, principal payments on debt, capital structure, the amount and timing of funds under the meaningful use measurement standard of various Healthcare Information Technology incentive programs, other financial items and operating statistics, statements regarding our plans and objectives for future operations, the impact of changes in observation stays, our ability to achieve process efficiencies, factors we believe may have an impact on our deductibles and co-pays, acquisitions, acquisition financing, divestitures, joint ventures, market service development and other transactions, statements of future economic performance, statements regarding our legal proceedings and other loss contingencies (including, but not limited to, the timing and estimated costs of such matters), statements regarding market risk exposures, statements regarding our ability to achieve cost efficiencies and/or reductions, statements regarding the effects and/or interpretations of recently enacted or future health care laws and regulations, statements regarding the potential impact of health care exchanges, statements of the beliefs or assumptions underlying or relating to any of the foregoing statements, and statements that are other than statements of historical fact, are considered to be "forward-looking statements.” Because they are forward-looking, such statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in Health Management Associates, Inc.'s most recent Annual Report on Form 10-K, including under the heading entitled "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of Health Management Associates, Inc.'s underlying beliefs or assumptions prove incorrect, actual results could vary materially from those currently anticipated. In addition, undue reliance should not be placed on Health Management Associates, Inc.'s forward-looking statements. Except as required by law, Health Management Associates, Inc. disclaims any obligation to update its risk factors or to publicly announce updates to the forward-looking statements contained in this press release to reflect new information, future events or other developments. Important Additional Information and Where to Find It Health Management Associates, Inc. (“Health Management”) and its directors and executive officers are deemed to be participants in the solicitation of consent revocations from Health Management stockholders in connection with the consent solicitation conducted by Glenview Capital Partners, L.P. and certain of its affiliates. Health Management filed, on July 19, 2013, a definitive consent revocation statement with the SEC in response to the consent solicitation conducted by Glenview Capital Partners, L.P. and certain of its affiliates. STOCKHOLDERS ARE URGED TO READ THE CONSENT REVOCATION STATEMENT AND ACCOMPANYING WHITE CONSENT REVOCATION CARD (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT HEALTH MANAGEMENT WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Information about Health Management executive officers and directors, and their direct or indirect interests, by security holdings or otherwise, is set forth (i) in the definitive consent revocation statement, (ii) in the proxy statement for Health Management’s 2013 Annual Meeting of Stockholders, which was filed with the SEC on April 4, 2013, and (iii) in other materials to be filed with the SEC. Investors and securityholders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, the documents filed by Health Management with the SEC may be obtained free of charge by contacting Health Management at Health Management, Attn: Investor Relations (239)598-3131.Health Management’s filings with the SEC are also available on its website at ir.hma.com.