Table of Contents

As filed with the Securities and Exchange Commission on May 23, 2012

Registration No. 333-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

COMMUNITY HEALTH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		8062		13-3893191
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

 

CHS/COMMUNITY HEALTH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		8062		76-0137985
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

 

4000 Meridian Boulevard

Franklin, Tennessee 37067

(615) 465-7000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Rachel A. Seifert

Executive Vice President, Secretary and General Counsel

4000 Meridian Boulevard

Franklin, Tennessee 37067

(615) 465-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Joshua N. Korff

Michael Kim

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

(212) 446-4800

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

 

 

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    þ

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    þ

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer    þ				Accelerated filer    ¨
Non-accelerated filer    ¨		(Do not check if a smaller reporting company)		Smaller reporting company    ¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered		Proposed Maximum Offering Price per Unit		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Debt Securities of Community Health Systems, Inc.(3)		(1)(2)		(1)(2)		(1)(2)		(1)(2)
Guarantees of Debt Securities of Community Health Systems, Inc. by certain subsidiaries of Community Health Systems, Inc.(3)(4)		(1)(2)		(1)(2)		(1)(2)		(1)(2)
Preferred Stock, par value $0.01 per share of Community Health Systems, Inc.(3)		(1)(2)		(1)(2)		(1)(2)		(1)(2)
Depositary Shares of Community Health Systems, Inc.(3)(5)		(1)(2)		(1)(2)		(1)(2)		(1)(2)
Common Stock, par value $0.01 per share of Community Health Systems, Inc.(3)		(1)(2)		(1)(2)		(1)(2)		(1)(2)
Securities Warrants of Community Health Systems, Inc.(3)		(1)(2)		(1)(2)		(1)(2)		(1)(2)
Debt Securities of CHS/Community Health Systems, Inc.(3)		(1)(2)		(1)(2)		(1)(2)		(1)(2)
Guarantees of Debt Securities of CHS/Community Health Systems, Inc. by Community Health Systems, Inc. and certain subsidiaries of Community Health Systems, Inc.(3)(4)		(1)(2)		(1)(2)		(1)(2)		(1)(2)

 

(1)	We will determine the proposed maximum offering price per unit from time to time in connection with issuances of securities registered under this registration statement.

(2)	An unspecified aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be issued at unspecified prices. In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all the registration fee.

(3)

An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. Includes an indeterminate amount of our securities as may be issued upon conversion of or exchange for, as the case may be, any other securities registered under this registration statement.

(4)	No additional consideration will be received for the guarantees and, pursuant to Rule 457(n), no additional fee is required.

(5)	Each depositary share registered hereunder will be issued under a deposit agreement and will represent an interest in a fractional share or multiple shares of preferred stock and will be evidenced by a depositary receipt.

 

 

 

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Table of Contents

TABLE OF ADDITIONAL REGISTRANTS

 

Exact Name of Additional Registrants*†

Jurisdiction of Incorporation or Formation

Principal Executive Offices

Primary Standard Industrial Classification Code Number

I.R.S. Employer Identification No.

Abilene Hospital, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

46-0496920

Abilene Merger, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

46-0496918

Affinity Health Systems, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-3391769

Affinity Hospital, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-3391873

Anna Hospital Corporation

IL

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

36-4431843

Berwick Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

23-2975836

Big Bend Hospital Corporation

TX

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

75-2717545

Big Spring Hospital Corporation

TX

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

75-2574581

Birmingham Holdings II, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

26-2784086

Birmingham Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-3320362

Bluefield Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

27-2372042

Bluefield Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

27-2372291

Blue Island Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

45-4082512

Blue Island Illinois Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

61-1667279

Bluffton Health System, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1792272

Brownsville Hospital Corporation

TN

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

42-1557534

Brownwood Hospital, L.P.

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762521

Brownwood Medical Center, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762523

Bullhead City Hospital Corporation

AZ

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

86-0982071

Bullhead City Hospital Investment Corporation

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-1577204

Carlsbad Medical Center, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762526

Centre Hospital Corporation

AL

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-4370931

CHHS Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-2189938

CHS Kentucky Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

26-1639057

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Exact Name of Additional Registrants*†

Jurisdiction of Incorporation or Formation

Principal Executive Offices

Primary Standard Industrial Classification Code Number

I.R.S. Employer Identification No.

CHS Pennsylvania Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

26-1639170

CHS Virginia Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

26-1639119

CHS Washington Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

26-3272205

Clarksville Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-3320418

Cleveland Hospital Corporation

TN

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1587878

Cleveland Tennessee Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1281627

Clinton Hospital Corporation

PA

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

90-0003715

Coatesville Hospital Corporation

PA

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

23-3069798

College Station Hospital, L.P.

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762360

College Station Medical Center, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762359

College Station Merger, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1771861

Community GP Corp.

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1648466

Community Health Investment Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

76-0152801

Community LP Corp.

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1648206

CP Hospital GP, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-3904557

CPLP, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-3904614

Crestwood Hospital, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1769644

Crestwood Hospital, LP, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762369

CSMC, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762362

CSRA Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-5111915

Deaconess Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

47-0890490

Deaconess Hospital Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-2401268

Deming Hospital Corporation

NM

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

85-0438008

Desert Hospital Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-8111921

Detar Hospital, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1754943

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Exact Name of Additional Registrants*†

Jurisdiction of Incorporation or Formation

Principal Executive Offices

Primary Standard Industrial Classification Code Number

I.R.S. Employer Identification No.

DHFW Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

26-2817294

DHSC, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-2871473

Dukes Health System, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

52-2379885

Dyersburg Hospital Corporation

TN

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

42-1557536

Emporia Hospital Corporation

VA

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

54-1924866

Evanston Hospital Corporation

WY

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

83-0327475

Fallbrook Hospital Corporation

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

91-1918215

Foley Hospital Corporation

AL

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1811413

Forrest City Arkansas Hospital Company, LLC

AR

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-4217095

Forrest City Hospital Corporation

AR

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-4216978

Fort Payne Hospital Corporation

AL

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-4370870

Frankfort Health Partner, Inc.

IN

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

35-2009540

Franklin Hospital Corporation

VA

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

52-2200240

Gadsden Regional Medical Center, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

63-1102774

Galesburg Hospital Corporation

IL

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

37-1485782

Granbury Hospital Corporation

TX

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

75-2682017

Granite City Hospital Corporation

IL

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

36-4460625

Granite City Illinois Hospital Company, LLC

IL

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

36-4460628

Greenville Hospital Corporation

AL

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

63-1134649

GRMC Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-8112090

Hallmark Healthcare Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

63-0817574

Hobbs Medco, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1769641

Hospital of Barstow, Inc.

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

76-0385534

Hospital of Fulton, Inc.

KY

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

61-1218106

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Exact Name of Additional Registrants*†

Jurisdiction of Incorporation or Formation

Principal Executive Offices

Primary Standard Industrial Classification Code Number

I.R.S. Employer Identification No.

Hospital of Louisa, Inc.

KY

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

61-1238190

Hospital of Morristown, Inc.

TN

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1528689

Jackson Hospital Corporation (KY)

KY

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

61-1285331

Jackson Hospital Corporation (TN)

TN

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

42-1557525

Jourdanton Hospital Corporation

TX

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

74-3011840

Kay County Hospital Corporation

OK

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-4052833

Kay County Oklahoma Hospital Company, LLC

OK

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-4052936

Kirksville Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

36-4373298

Lakeway Hospital Corporation

TN

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1564360

Lancaster Hospital Corporation

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

57-1010381

Las Cruces Medical Center, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

75-2905434

Lea Regional Hospital, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1760149

Lexington Hospital Corporation

TN

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

42-1557533

Longview Clinic Operations Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

75-1470252

Longview Medical Center, L.P.

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762420

Longview Merger, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1769639

LRH, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762421

Lutheran Health Network of Indiana, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762363

Marion Hospital Corporation

IL

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

37-1359605

Martin Hospital Corporation

TN

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

42-1557527

Massillon Community Health System LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

55-0799029

Massillon Health System LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

34-1840860

Massillon Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

27-0201156

McKenzie Tennessee Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

42-1557531

McNairy Hospital Corporation

TN

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

42-1557530

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Exact Name of Additional Registrants*†

Jurisdiction of Incorporation or Formation

Principal Executive Offices

Primary Standard Industrial Classification Code Number

I.R.S. Employer Identification No.

MCSA, L.L.C.

AR

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

71-0785071

Medical Center of Brownwood, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762425

Merger Legacy Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

27-1344746

MMC of Nevada, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

42-1543617

Moberly Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

43-1651906

MWMC Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-8007512

Nanticoke Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

27-4577346

National Healthcare of Leesville, Inc.

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

95-4066162

National Healthcare of Mt. Vernon, Inc.

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

58-1622971

National Healthcare of Newport, Inc.

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

71-0616802

Navarro Hospital, L.P.

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762428

Navarro Regional, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762429

NC-DSH, LLC

NV

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

88-0305790

Northampton Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

52-2325498

Northwest Hospital, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762430

NOV Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-8112009

NRH, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762431

Oak Hill Hospital Corporation

WV

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

27-0003893

Oro Valley Hospital, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

52-2379881

Palmer-Wasilla Health System, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762371

Payson Hospital Corporation

AZ

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

86-0874009

Peckville Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

45-2672049

Pennsylvania Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

06-1694707

Phillips Hospital Corporation

AR

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

75-2976342

Phoenixville Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-1055060

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Exact Name of Additional Registrants*†

Jurisdiction of Incorporation or Formation

Principal Executive Offices

Primary Standard Industrial Classification Code Number

I.R.S. Employer Identification No.

Pottstown Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

06-1694708

QHG Georgia Holdings II, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

27-1344786

QHG Georgia Holdings, Inc.

GA

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

58-2386459

QHG Georgia, LP

GA

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

58-2387537

QHG of Bluffton Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1792274

QHG of Clinton County, Inc.

IN

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

35-2006952

QHG of Enterprise, Inc.

AL

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

63-1159023

QHG of Forrest County, Inc.

MS

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1704095

QHG of Fort Wayne Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

35-1946949

QHG of Hattiesburg, Inc.

MS

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1704097

QHG of Massillon, Inc.

OH

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

31-1472380

QHG of South Carolina, Inc.

SC

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1587267

QHG of Spartanburg, Inc.

SC

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

57-1040117

QHG of Springdale, Inc.

AR

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1755664

QHG of Warsaw Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1764509

Quorum Health Resources, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1742954

Red Bud Hospital Corporation

IL

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

36-4444121

Red Bud Illinois Hospital Company, LLC

IL

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

36-4443919

Regional Hospital of Longview, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762464

River Region Medical Corporation

MS

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1576702

Roswell Hospital Corporation

NM

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

74-2870118

Ruston Hospital Corporation

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-8066937

Ruston Louisiana Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-8066999

SACMC, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762472

Salem Hospital Corporation

NJ

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

22-3838322

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Exact Name of Additional Registrants*†

Jurisdiction of Incorporation or Formation

Principal Executive Offices

Primary Standard Industrial Classification Code Number

I.R.S. Employer Identification No.

San Angelo Community Medical Center, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762473

San Angelo Medical, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1769697

San Miguel Hospital Corporation

NM

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

74-2930034

Scranton Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

27-4577223

Scranton Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

27-4564798

Scranton Quincy Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

45-2671991

Scranton Quincy Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

45-2672023

Shelbyville Hospital Corporation

TN

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-2909388

Siloam Springs Arkansas Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

26-3635210

Siloam Springs Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

26-3635188

Southern Texas Medical Center, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1769737

Spokane Valley Washington Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

26-1315140

Spokane Washington Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

26-1315081

Tennyson Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-3943816

Tomball Texas Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

45-2784214

Tomball Texas Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

45-2856063

Tooele Hospital Corporation

UT

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

87-0619248

Triad Healthcare Corporation

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

75-2816101

Triad Holdings III, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

75-2821745

Triad Holdings IV, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1766957

Triad Holdings V, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

51-0327978

Triad Nevada Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

26-1639289

Triad of Alabama, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762412

Triad of Oregon, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1761990

Triad-ARMC, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

46-0496926

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Exact Name of Additional Registrants*†

Jurisdiction of Incorporation or Formation

Principal Executive Offices

Primary Standard Industrial Classification Code Number

I.R.S. Employer Identification No.

Triad-El Dorado, Inc.

AR

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1628508

Triad-Navarro Regional Hospital Subsidiary, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1681610

Tunkhannock Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

27-4566015

VHC Medical, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1769671

Vicksburg Healthcare, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1752111

Victoria Hospital, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1760818

Victoria of Texas, L.P.

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1754940

Virginia Hospital Company, LLC

VA

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

02-0691406

Warren Ohio Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

27-3190619

Warren Ohio Rehab Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

27-3190578

Watsonville Hospital Corporation

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

91-1894113

Waukegan Hospital Corporation

IL

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-3978400

Waukegan Illinois Hospital Company, LLC

IL

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-3978521

Weatherford Hospital Corporation

TX

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-5694260

Weatherford Texas Hospital Company, LLC

TX

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-5694301

Webb Hospital Corporation

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-0167530

Webb Hospital Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

20-0167590

Wesley Health System, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

52-2050792

West Grove Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

25-1892279

WHMC, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762551

Wilkes-Barre Behavioral Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

26-3632720

Wilkes-Barre Holdings, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

26-3632542

Wilkes-Barre Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

26-3632648

Williamston Hospital Corporation

NC

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1749107

Women & Children’s Hospital, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762556

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Exact Name of Additional Registrants*†

Jurisdiction of Incorporation or Formation

Principal Executive Offices

Primary Standard Industrial Classification Code Number

I.R.S. Employer Identification No.

Woodland Heights Medical Center, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762558

Woodward Health System, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

62-1762418

Youngstown Ohio Hospital Company, LLC

DE

4000 Meridian Boulevard Franklin, Tennessee 37067

8062

27-3074094

 

*	The address, including zip code, and telephone number, including area code, of each of the additional Registrants’ principal executive offices is c/o Community Health Systems, Inc., 4000 Meridian Boulevard Franklin, Tennessee 37067, (615) 465-7000.

†

The name, address, including zip code, and telephone number, including area code, of the agent for service for each of the additional Registrants is Rachel A. Seifert, Community Health Systems, Inc., Executive Vice President, Secretary and General Counsel, 4000 Meridian Boulevard, Franklin, Tennessee 37067, (615) 465-7000.

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PROSPECTUS

 

Community Health Systems, Inc.

Debt Securities

Preferred Stock

Securities Warrants

Common Stock

Depositary Shares

Guarantees of Debt Securities

CHS/Community Health Systems, Inc.

Debt Securities

Guarantees of Debt Securities

Community Health Systems, Inc. and CHS/Community Health Systems, Inc. may offer and sell, from time to time, in one or more offerings, any combination of the securities we describe in this prospectus. This prospectus also covers guarantees, if any, of our obligations under any debt securities, which may be given by one or more of our subsidiaries.

We will provide the specific terms of these securities in supplements to this prospectus. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. We urge you to read carefully this prospectus, any accompanying prospectus supplement, and any documents we incorporate by reference into this prospectus or any prospects supplement before you make your investment decision.

Our common stock is quoted on the New York Stock Exchange under the symbol “CYH.” If we decide to list or seek a quotation for any other securities, the prospectus supplement relating to those securities will disclose the exchange or market on which those securities will be listed or quoted.

Investing in our securities involves certain risks. See “Risk Factors” beginning on page 2 of this prospectus, in the applicable prospectus supplement and in our most recent annual report on Form 10-K, along with the disclosure related to the risk factors contained in our subsequent quarterly reports on Form 10-Q, as updated by our subsequent filings with the Securities and Exchange Commission, which are incorporated by reference herein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is May 23, 2012.

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TABLE OF CONTENTS

 

ABOUT THIS PROSPECTUS			ii
FORWARD-LOOKING STATEMENTS			iii
WHERE YOU CAN FIND ADDITIONAL INFORMATION			v
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			vi
PROSPECTUS SUMMARY			1
RISK FACTORS			2
USE OF PROCEEDS			3
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES			4
DESCRIPTION OF THE SECURITIES WE MAY ISSUE			5
DESCRIPTION OF THE DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES			9
DESCRIPTION OF THE CAPITAL STOCK			12
DESCRIPTION OF THE SECURITIES WARRANTS			15
PLAN OF DISTRIBUTION			16
LEGAL MATTERS			18
EXPERTS			18

 

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Under this shelf process, we may sell any combination of the securities described in this prospectus, at any time and from time to time over the next three years, in one or more offerings.

This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Documents by Reference.” You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. We have not authorized any person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front thereof.

We have filed or incorporated by reference exhibits to the registration statement of which this prospectus forms a part. You should read the exhibits carefully for provisions that may be important to you.

 

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FORWARD-LOOKING STATEMENTS

This prospectus, any prospectus supplement and any documents we incorporate by reference may include “forward-looking statements” within the meaning of the federal securities laws, which involve risks, assumptions and uncertainties. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “thinks” and similar expressions are forward-looking statements. These statements involve known and unknown risks, assumptions, uncertainties and other factors that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. These factors include, but are not limited to, the following:

 

•

general economic and business conditions, both nationally and in the regions in which we operate;

 

•

implementation and effect of adopted and potential federal and state healthcare legislation;

 

•

risks associated with our substantial indebtedness, leverage and debt service obligations;

 

•

demographic changes;

 

•

changes in, or the failure to comply with, governmental regulations;

 

•

potential adverse impact of known and unknown government investigations, audits, and Federal and State False Claims Act litigation and other legal proceedings;

 

•

our ability, where appropriate, to enter into and maintain managed care provider arrangements and the terms of these arrangements;

 

•

changes in, or the failure to comply with, managed care provider contracts could result in disputes and changes in reimbursement that could be applied retroactively;

 

•

changes in inpatient or outpatient Medicare and Medicaid payment levels;

 

•

increases in the amount and risk of collectability of patient accounts receivable;

 

•

increases in wages as a result of inflation or competition for highly technical positions and rising supply costs due to market pressure from pharmaceutical companies and new product releases;

 

•

liabilities and other claims asserted against us, including self-insured malpractice claims;

 

•

competition;

 

•

our ability to attract and retain, at reasonable employment costs, qualified personnel, key management, physicians, nurses and other healthcare workers;

 

•

trends toward treatment of patients in less acute or specialty healthcare settings, including ambulatory surgery centers or specialty hospitals;

 

•

changes in medical or other technology;

 

•

changes in U.S. generally accepted accounting principles;

 

•

the availability and terms of capital to fund additional acquisitions or replacement facilities;

 

•

our ability to successfully acquire additional hospitals or complete divestitures;

 

•

our ability to successfully integrate any acquired hospitals or to recognize expected synergies from such acquisitions;

 

•

our ability to obtain adequate levels of general and professional liability insurance;

 

•

timeliness of reimbursement payments received under government programs; and

 

•

the other risk factors set forth in our public filings with the SEC.

 

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Some of the other important factors that could cause actual results to differ materially from our expectations are disclosed elsewhere in, or incorporated by reference into, this prospectus and any accompanying prospectus supplement, including, without limitation, our Annual Reports on Form 10-K under “Risk Factors” and in conjunction with the forward-looking statements included in this prospectus. Although we believe that these statements are based upon reasonable assumptions, we can give no assurance that our goals will be achieved. Given these uncertainties, prospective investors are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are made as of the date of this prospectus or the date of any accompanying prospectus supplement or the other documents incorporated by reference herein or therein. All subsequent written and oral forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. We do not undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

 

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are a reporting company under the Securities Exchange Act of 1934 and file annual, quarterly and current reports, proxy statements and other information with the SEC. The public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet web site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file electronically with the SEC at the SEC’s Internet web site, http://www.sec.gov, or through the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which our common stock is listed.

Our Internet address is www.chs.net and the investor relations section of our website is located at www.chs.net/investor/index.html. We make available free of charge, through the investor relations section of our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports, as soon as reasonably practical after they are filed with the SEC. Except as set forth under “Incorporation of Certain Documents by Reference,” information on our Internet website is not incorporated into this prospectus by reference and should not be considered a part of this prospectus or the registration statement of which it is a part . In addition, you may request copies of these filings at no cost through our Investor Relations Department at: Community Health Services, Inc., 4000 Meridian Boulevard, Franklin, TN 37067, Attn: Investor Relations Department; Telephone: (615) 465-7000.

We have filed with the SEC a registration statement on Form S-3 relating to the securities covered by this prospectus. This prospectus is a part of the registration statement and does not contain all the information in the registration statement. Whenever a reference is made in this prospectus or any prospectus supplement to a contract or other document of ours, the reference is only a summary. For a copy of the contract or other document, you should refer to the exhibits that are a part of the registration statement or incorporated by reference into the registration statement by the filing of a Form 8-K or otherwise. You may review a copy of the registration statement and the documents we incorporate by reference at the SEC’s Public Reference Room in Washington, D.C., as well as through the SEC’s Internet web site as listed above, or by contacting our Investor Relations Department, as described above.

 

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus information contained in documents that we file with it. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference into this prospectus is an important part of this prospectus, and information we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the termination or completion of the offering made by this prospectus (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules, including current reports on Form 8-K furnished under Item 2.02 and Item 7.01 (including any financial statements or exhibits relating thereto furnished pursuant to Item 9.01)):

 

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (including portions of our Proxy Statement for our 2012 Annual Meeting of Stockholders filed on April 5, 2012 (the “Proxy Statement”) with the SEC to the extent specifically incorporated by reference in such Form 10-K) filed on February 23, 2012;

 

•

our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 filed on April 27, 2012;

 

•

our Current Reports on Form 8-K filed on February 6, 2012, March 1, 2012, March 8, 2012, March 9, 2012, March 23, 2012, April 25, 2012, May 17, 2012 and May 24, 2012; and

 

•

the description of our common stock on our Registration Statement on Form 8-A filed on June 5, 2000.

You may request a copy of these filings at no cost, by writing or telephoning us as follows:

Community Health Systems, Inc.

4000 Meridian Boulevard, Franklin, TN 37067

Attn: Investor Relations Department

(615) 465-7000

You may also obtain a copy of these filings from our Internet web site at http://www.chs.net. Please note, however, that the information on our Internet web site is not incorporated by reference into this prospectus and should not be considered a part of this prospectus.

 

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RISK FACTORS

Our business is subject to uncertainties and risks. You should consider carefully all of the information set forth in any accompanying prospectus supplement and the documents incorporated by reference herein and therein, unless expressly provided otherwise, including the risk factors incorporated by reference from our most recent annual report on Form 10-K, as updated by our quarterly reports on Form 10-Q and other filings we make with the SEC. The risks described in any document incorporated by reference herein are not the only ones we face, but are considered by us to be the most material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

 

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USE OF PROCEEDS

Unless indicated otherwise in any applicable prospectus supplement, we expect to use the net proceeds from the sale of our securities for our operations and for other general corporate purposes, including repayment or refinancing of borrowings, working capital, capital expenditures, investments, acquisitions and the repurchase of our outstanding securities. Additional information on the use of net proceeds from the sale of securities that we may offer from time to time by this prospectus may be set forth in the applicable prospectus supplement relating to a particular offering.

 

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COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for each of the periods shown on a consolidated basis. For purposes of determining the ratio of earnings to fixed charges, earnings are defined as earnings (loss) from continuing operations before income taxes, plus fixed charges. Fixed charges consist of interest expense on all indebtedness, amortization of debt discount, amortization of deferred financing costs and an interest factor attributable to operating leases.

 

		Fiscal Years Ended December 31,																				Three Months Ended March 31, 2012
		2007				2008				2009				2010				2011
Earnings
Income from continuing operations before provision for income taxes		$	111,858			$	366,287			$	447,662			$	518,894			$	473,547			$	145,537
Income from equity investees			(25,136	)			(42,073	)			(36,531	)			(45,443	)			(49,491	)			(12,013	)
Distributed income from equity investees			19,902				32,897				33,705				33,882				39,995				2,941
Interest and amortization of deferred finance costs			356,488				643,397				643,608				647,593				644,410				152,175
Amortization of capitalized interest			881				1,468				2,021				2,421				2,882				3,285
Implicit rental interest expense			36,696				55,440				59,384				62,116				63,695				16,806
Total Earnings		$	500,689			$	1,057,416			$	1,149,849			$	1,219,463			$	1,175,038			$	308,731
Fixed Charges
Interest and amortization of deferred finance costs		$	356,488			$	643,397			$	643,608			$	647,593			$	644,410			$	152,175
Capitalized interest			19,009				22,087				16,649				11,316				20,998				7,199
Implicit rental interest expense			36,696				55,440				59,384				62,116				63,695				16,806
Total Fixed Charges		$	412,193			$	720,924			$	719,641			$	721,025			$	729,103			$	176,180
Ratio of earnings to fixed charges			1.21x				1.47x				1.60x				1.69x				1.61x				1.75X

 

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DESCRIPTION OF THE SECURITIES WE MAY ISSUE

Overview

This prospectus describes the securities we may issue from time to time. The remainder of this section provides some background information about the manner in which the securities may be held. The three sections following this section of the prospectus describe the terms of the basic categories of securities that we may issue pursuant to this prospectus:

 

•

our debt securities, which:

 

•

may be senior or subordinated;

 

•

may be secured or unsecured;

 

•

may be convertible or exchangeable into our common stock or other securities;

 

•

may be guaranteed by CHS and one or more of our other subsidiaries; or

 

•

may be issued by CHS rather than us and guaranteed by us and/or one or more of our other subsidiaries;

 

•

warrants to purchase our debt securities, preferred stock, depositary shares or common stock; and

 

•

our common stock, preferred stock and depositary shares representing fractional shares of our preferred stock.

Under SEC rules, we are required to present in our financial statements supplemental condensed consolidating financial information concerning us, CHS, our subsidiary guarantors, our subsidiary non-guarantors and eliminations. See the last three paragraphs of “Description of the Debt Securities and Guarantees of Debt Securities.”

Prospectus Supplements

This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of any securities that we offer, as well as the other specific terms related to that offering. The prospectus supplement may also add to or change information contained in this prospectus. If so, the prospectus supplement should be read as superseding this prospectus. You should read both this prospectus and any applicable prospectus supplement together with the exhibits filed with our registration statement, of which this prospectus is a part, and the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Documents by Reference.”

Legal Ownership of Securities

Holders of Securities

Book-Entry Holders. We will issue debt securities under this prospectus in book-entry form only, unless we specify otherwise in the applicable prospectus supplement. We may, but are not obligated to, issue shares of common stock, shares of preferred stock and securities warrants under this prospectus in book-entry form. If securities are issued in book-entry form, this means the securities will be represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.

We will only recognize the person in whose name a security is registered as the holder of that security. Consequently, for securities issued in global form, we will recognize only the depositary as the holder of the

 

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securities, and all payments on the securities will be made to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers, who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers. They are not obligated to do so under the terms of the securities.

As a result, investors of securities in book-entry form will not own these securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not holders, of the securities. For more information about securities issued in global form, see “— Global Securities” below.

Street Name Holders. Alternatively, we may initially issue securities under this prospectus in non-global form. We may also terminate a global security at any time after it is issued. In these cases, investors may choose to hold their securities in their own names or in “street name.” Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the investor chooses. In that event, the investor would hold only a beneficial interest in those securities through an account that the investor maintains at that institution.

For securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders of those securities and all payments on those securities will be made to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders, not holders, of those securities.

Legal Holders. We, and any third parties employed by us or acting on your behalf, including trustees, depositories and transfer agents, generally are obligated only to the legal holders of the securities. In a number of respects, we do not have direct obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities only in global form.

For example, once we make a payment or give a notice to the legal holder, we have no further responsibility for the payment or notice even if that legal holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, if we want to obtain the approval of the holders to amend an indenture, to relieve ourselves of the consequences of a default or of our obligation to comply with a particular provision of the indenture or for any other purpose, we would seek the approval only from the legal holders, and not the indirect holders, of the securities. Whether and how the legal holders contact the indirect holders is determined by the legal holders.

When we refer to you, we mean those who invest in the securities being offered by this prospectus, whether they are the legal holders or only indirect holders of those securities. When we refer to your securities, we mean the securities in which you hold a direct or indirect interest.

Special Considerations for Indirect Holders. If you hold securities through a bank, broker or other financial institution, either in book-entry form or in street name, you should check with your own institution to find out:

 

•

how it handles securities payments and notices;

 

•

whether it imposes fees or charges;

 

•

how it would handle a request for the holders’ consent, if ever required;

 

•

whether and how you can instruct it to send you securities registered in your own name so you can be a legal holder, if that is permitted in the future;

 

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•

how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and

 

•

if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.

Global Securities

What is a Global Security? A global security represents one or any other number of individual securities. Generally, all securities represented by the same global securities will have the same terms. We may, however, issue a global security that represents multiple securities that have different terms and are issued at different times. We call this kind of global security a master global security.

A global security may not be transferred to or registered in the name of anyone other than the depositary or its nominee, unless special termination situations arise or as otherwise described in the applicable prospectus supplement. We describe those situations under “— Special Situations When a Global Security Will Be Terminated” below. As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security will not be a holder of the security, but only an indirect holder of a beneficial interest in the global security.

Special Considerations for Global Securities. As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize this type of investor as a holder of securities and instead will deal only with the depositary that holds the global security.

If securities are issued only in the form of a global security, an investor should be aware of the following:

 

•

an investor cannot cause the securities to be registered in the name of the investor, and cannot obtain physical certificates for the investor’s interest in the securities, except in the special situations we describe below;

 

•

an investor will be an indirect holder and must look to the investor’s own broker, bank or other financial institution for payments on the securities and protection of the investor’s legal rights relating to the securities, as we describe under “— Legal Ownership of Securities — Holders of Securities” above;

 

•

an investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form;

 

•

an investor may not be able to pledge the investor’s interest in a global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;

 

•

the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in a global security. Neither we nor any third parties employed by us or acting on your behalf, including trustees and transfer agents, have any responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security. Neither we, the trustee, the transfer agent nor any other third parties supervise the depositary in any way;

 

•

The Depository Trust Company (“DTC”) requires that those who purchase and sell interests in a global security within its book-entry system use immediately available funds and your broker, bank or other financial institution may require you to do so as well; and

 

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•

brokers, banks and other financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the security. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.

Special Situations When a Global Security Will Be Terminated. In some situations described below, a global security will be terminated and interests in it will be exchanged for certificates in non-global form representing the securities it represented. After that exchange, the choice of whether to hold the securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in a global security transferred on termination to their own names so that they will be holders. We have described the rights of holders and street name investors under “— Legal Ownership of Securities — Holders of Securities” above.

The special situations for termination of a global security are as follows:

 

•

if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security, and we do not appoint another institution to act as depositary within a specified time period; or

 

•

if we elect to terminate that global security.

A prospectus supplement may also list additional situations for terminating a global security that would apply to that particular series of securities covered by that prospectus supplement. If a global security is terminated, the depositary has the sole responsibility for determining the institutions in whose names the securities represented by the global security will be registered and, therefore, who will be the holders of those securities.

 

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DESCRIPTION OF THE DEBT SECURITIES AND

GUARANTEES OF DEBT SECURITIES

We may issue debt securities from time to time in one or more distinct series. The debt securities will either be senior debt securities or subordinated debt securities. Senior debt securities will be issued under a senior indenture and subordinated debt securities will be issued under a subordinated indenture. Unless otherwise specified in the applicable prospectus supplement the trustee under the indentures will be Regions Bank. We will include in a supplement to this prospectus the specific terms of each series of debt securities being offered, including the terms, if any, on which a series of debt securities may be convertible into or exchangeable for common stock, preferred stock or other debt securities. The statements and descriptions in this prospectus or in any prospectus supplement regarding provisions of the debt securities, their indentures and their guarantees, if any, are summaries of these provisions, do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the debt securities, their indentures (including any amendments or supplements we may enter into from time to time which are permitted under each indenture) and their guarantees, if any.

The applicable prospectus supplement will specify whether such debt securities will be issued by the Company or CHS, and whether the debt securities will be guaranteed by the Company or CHS or one or more of our other subsidiaries. Unless otherwise specified in the prospectus supplement, the debt securities will be direct unsecured obligations of the issuer. The senior debt securities will rank equally with any of our other senior and unsubordinated debt. The subordinated debt securities will be subordinate and junior in right of payment to any senior indebtedness. There may be subordinated debt securities that are senior or junior to other series of subordinated debt securities.

The applicable prospectus supplement will set forth the terms of each series of debt securities, including, if applicable:

 

•

the title of the debt securities and whether the debt securities will be senior debt securities or subordinated debt securities;

 

•

any limit upon the aggregate principal amount of the debt securities;

 

•

whether the debt securities will be issued as registered securities, bearer securities or both, and any restrictions on the exchange of one form of debt securities for another and on the offer, sale and delivery of the debt securities in either form;

 

•

the date or dates on which the principal amount of the debt securities will mature;

 

•

if the debt securities bear interest, the rate or rates at which the debt securities bear interest and the date or dates from which interest will accrue;

 

•

if the debt securities bear interest, the dates on which interest will be payable and the regular record dates for interest payments;

 

•

the place or places where the payment of principal, any premium and interest will be made, where the debt securities may be surrendered for transfer or exchange and where notices or demands to or upon us may be served;

 

•

any optional redemption provisions, which would allow us to redeem the debt securities in whole or in part;

 

•

any sinking fund or other provisions that would obligate us to redeem, repay or purchase the debt securities;

 

•

if the currency in which the debt securities will be issuable is United States dollars, the denominations in which any registered securities will be issuable, if other than denominations of $1,000 and any

 

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integral multiple thereof, and the denominations in which any bearer securities will be issuable, if other than the denomination of $5,000;

 

•

if other than the entire principal amount, the portion of the principal amount of debt securities which will be payable upon a declaration of acceleration of the maturity of the debt securities;

 

•

the events of default and covenants relevant to the debt securities, including, the inapplicability of any event of default or covenant set forth in the indenture relating to the debt securities, or the applicability of any other events of defaults or covenants in addition to the events of default or covenants set forth in the indenture relating to the debt securities;

 

•

if a person other than Regions Bank is to act as trustee for the debt securities, the name and location of the corporate trust office of that trustee;

 

•

if other than United States dollars, the currency in which the debt securities will be paid or denominated;

 

•

if the debt securities are to be payable, at our election or the election of a holder of the debt securities, in a currency other than that in which the debt securities are denominated or stated to be payable, the terms and conditions upon which that election may be made, and the time and manner of determining the exchange rate between the currency in which the debt securities are denominated or stated to be payable and the currency in which the debt securities are to be so payable;

 

•

the designation of the original currency determination agent, if any;

 

•

if the debt securities are issuable as indexed securities, the manner in which the amount of payments of principal, any premium and interest will be determined;

 

•

if the debt securities do not bear interest, the dates on which we will furnish to the trustee the names and addresses of the holders of the debt securities;

 

•

provisions for the satisfaction and discharge or defeasance or covenant defeasance of the indenture with respect to the debt securities issued under that indenture;

 

•

the date as of which any bearer securities and any global security will be dated if other than the date of original issuance of the first debt security of a particular series to be issued;

 

•

whether the debt securities will be issued in whole or in part in the form of a global security or securities and, in that case, any depositary and global exchange agent for the global security or securities, whether the global form shall be permanent or temporary and, if applicable, the exchange date;

 

•

if debt securities are to be issuable initially in the form of a temporary global security, the circumstances under which the temporary global security can be exchanged for definitive debt securities and whether the definitive debt securities will be registered securities, bearer securities or will be in global form and provisions relating to the payment of interest in respect of any portion of a global security payable in respect of an interest payment date prior to the exchange date;

 

•

the extent and manner to which payment on or in respect of debt securities will be subordinated to the prior payment of our other liabilities and obligations;

 

•

whether payment of any amount due under the debt securities will be guaranteed by one or more guarantors, including one or more of our subsidiaries;

 

•

whether the debt securities may be converted or exchanged into or for common stock, preferred stock or other securities or property and the terms of any conversion provisions;

 

•

whether the debt securities will be secured or unsecured;

 

•

the forms of the debt securities; and

 

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any other terms of the debt securities, which terms shall not be inconsistent with the requirements of the Trust Indenture Act of 1939, as amended.

This prospectus is part of a registration statement that does not limit the aggregate principal amount of debt securities that we may issue and provides that we may issue debt securities from time to time in one or more series under one or more indentures, in each case with the same or various maturities, at par or at a discount. Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series outstanding at the time of the issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable indenture.

We intend to disclose any restrictive covenants for any issuance or series of debt securities in the applicable prospectus supplement.

As noted above, our debt securities may be guaranteed by CHS and one or more of our other subsidiaries, and debt securities issued by CHS may be guaranteed by us and/or one or more of our other subsidiaries, if so provided in the applicable prospectus supplement or other offering material. Unless otherwise provided in any prospectus supplement, and as updated for the creation, acquisition, winding-up or sale of subsidiaries, to the extent there are any guarantors of any new debt securities issued by CHS, the guarantors of such new debt securities will be identical to the guarantors under the 8.875% Senior Notes due 2015 and the 8.00% Senior Notes due 2019 of CHS as of the date these new debt securities are issued. Unless otherwise provided in any prospectus supplement, and as updated for the creation, acquisition, winding-up or sale of subsidiaries, to the extent there are any guarantors on any new debt securities we issue, the guarantors of our new debt securities will also be identical to the guarantors under CHS’s 8.875% Senior Notes due 2015 and 8.00% Senior Notes due 2019 as of the date these new debt securities are issued, except that (a) as the issuer of these new debt securities, we will not be providing a guarantee on these notes, and (b) to the extent it is not a co-issuer, CHS will be a guarantor of these new debt securities. The prospectus supplement or other offering material will describe the terms of any guarantees, including, among other things, the ranking of the guarantee, the method for determining the identity of the guarantors and the conditions under which guarantees will be added or released. Any guarantees will be joint and several obligations of the guarantors. The obligations of each guarantor under its guarantee will be limited as necessary to prevent the guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

Under SEC rules, we are required to present in our financial statements supplemental condensed consolidating financial information concerning us, CHS, our subsidiary guarantors, our subsidiary non-guarantors and eliminations. This supplemental condensed consolidating financial information is presented in the notes to the financial statements included in our Annual Reports on Form 10-K and in our Quarterly Reports on Form 10-Q. Since the outstanding 8.875% Senior Notes due 2015 and the outstanding 8.00% Senior Notes due 2019 were issued by CHS and guaranteed by us (together with the subsidiary guarantors), the information relating to us in these supplemental condensed consolidating financial information footnotes is provided under the columns labeled “Parent Guarantor”, while the information relating to CHS is provided under the columns labeled “Issuer.” If we issue debt securities that are guaranteed by CHS and other subsidiary guarantors, the heading under the columns labeled “Parent Guarantor” will be modified in the future filings to read “Parent Guarantor / Issuer” and the heading under the columns labeled “Issuer” will be modified in future filings to read “Issuer / CHS.”

Since March 31, 2012, through acquisitions we have added additional subsidiary guarantors under CHS’s 8.875% Senior Notes due 2015 and 8.00% Senior Notes due 2019 for reasons permitted under the terms of the indentures relating to these notes. In the aggregate, these changes were not significant to the guarantors as reported in the supplemental condensed consolidating financial information included in the notes to the financial statements included in our Annual Reports on Form 10-K and our Quarterly Reports on Form 10-Q.

 

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DESCRIPTION OF THE CAPITAL STOCK

Our authorized capital stock consists of 400,000,000 shares of capital stock, consisting of 300,000,000 shares of common stock, par value $.01 per share, and 100,000,000 shares of preferred stock, par value $.01 per share. As of May 15, 2012, there were 91,900,821 shares of common stock issued and 90,925,272 shares of common stock outstanding and no shares of preferred stock issued or outstanding.

Common Stock

The following is a summary of the material terms of our common stock. Because it is only a summary, it does not contain all the information that may be important to you. Accordingly, you should read carefully the more detailed provisions of our restated certificate of incorporation and restated by-laws.

Each outstanding share of our common stock entitles the holder to one vote, either in person or by proxy, on all matters submitted to a vote of stockholders, including the election of directors. There is no cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of common stock can elect all of the directors then standing for election. Subject to preferences, which may be applicable to any outstanding shares of preferred stock, holders of common stock have equal and ratable rights to any dividends that may be declared by the board of directors out of legally available funds.

Holders of our common stock have no conversion, redemption or preemptive rights to subscribe for any of our securities. All outstanding shares of our common stock are fully paid and nonassessable. In the event of any liquidation, dissolution or winding-up of our affairs, holders of our common stock will be entitled to share ratably in our assets remaining after provision for payment of liabilities to creditors and preferences applicable to outstanding shares of preferred stock. The rights, preferences and privileges of holders of our common stock are subject to the rights of the holders of any outstanding shares of preferred stock.

Our common stock is traded on the New York Stock Exchange under the symbol “CYH.” The transfer agent and registrar for our common stock is Registrar and Transfer Company.

Preferred Stock and Depositary Shares Representing Fractional Shares of Preferred Stock

The following describes the general terms and provisions of the preferred stock we may offer by this prospectus. The applicable prospectus supplement will describe the specific terms of the series of the preferred stock then offered, and the terms and provisions described in this section will apply only to the extent not superseded by the terms of the applicable prospectus supplement.

This section is only a summary of the preferred stock that we may offer. We urge you to read carefully our restated certificate of incorporation and the certificate of designation we will file in relation to an issue of any particular series of preferred stock before you buy any preferred stock.

Our board of directors may, without further action of the stockholders, determine the following for each series of preferred stock, and any applicable prospectus supplement will describe:

 

•

the distinctive serial designation and the number of shares;

 

•

the rate per annum and the times at and conditions upon which the holders of stock of such series shall be entitled to receive dividends, and whether such dividends shall be cumulative or noncumulative and if cumulative the terms upon which such dividends shall be cumulative;

 

•

any voting rights of the shares, including without limitation the authority to confer multiple votes per share, voting rights as to specified matters or issues such as mergers, consolidations or sales of assets, or voting rights to be exercised either together with holders of common stock as a single class, or independently as a separate class;

 

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•

the price or prices and the time or times at and the manner in which the stock of such series shall be redeemable;

 

•

the rights to which the holders of the shares of stock of such series shall be entitled upon any voluntary or involuntary liquidation or winding up of us;

 

•

the terms, if any, upon which the shares of stock of such series shall be convertible into, or exchangeable for, shares of stock of any other class or classes or of any other series of the same or any other class or classes, including the price or price or the rate or rates of conversion or exchange and the terms of adjustments if any; and

 

•

any other designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof so far as they are not inconsistent with the provisions of our certificate of incorporation, as amended, and to the full extent permitted by the laws of Delaware.

The preferred stock, when issued, will be fully paid and non-assessable. Unless the applicable prospectus supplement provides otherwise, the preferred stock will have no preemptive rights to subscribe for any additional securities that may be issued by us in the future. The transfer agent and registrar for the preferred stock and any depositary shares will be specified in the applicable prospectus supplement.

We may elect to offer depositary shares represented by depositary receipts. If we so elect, each depositary share will represent a fractional interest in a share of preferred stock with the amount of the fractional interest to be specified in the applicable prospectus supplement. If we issue depositary shares representing interests in shares of preferred stock, those shares of preferred stock will be deposited with a depositary.

The shares of any series of preferred stock underlying the depositary shares will be deposited under a separate deposit agreement between us and a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50 million. The applicable prospectus supplement will set forth the name and address of the depositary. Subject to the terms of the deposit agreement, each owner of a depositary share will have a fractional interest in all the rights and preferences of the preferred stock underlying the depositary share. Those rights include any dividend, voting, redemption, conversion and liquidation rights.

The depositary shares will be evidenced by depositary receipts issued under the deposit agreement. If you purchase fractional interests in shares of the related series of preferred stock, you will receive depositary receipts as described in the applicable prospectus supplement. While the final depositary receipts are being prepared, we may order the depositary to issue temporary depositary receipts substantially identical to the final depositary receipts although not in final form. The holders of the temporary depositary receipts will be entitled to the same rights as if they held the depositary receipts in final form. Holders of the temporary depositary receipts can exchange them for the final depositary receipts at our expense.

Anti-takeover effects of our certificate of incorporation and by-laws and provisions of Delaware law

A number of provisions in our certificate of incorporation, by-laws and Delaware law may make it more difficult to acquire control of us. These provisions could deprive the stockholders of opportunities to realize a premium on the shares of common stock owned by them. In addition, these provisions may adversely affect the prevailing market price of our common stock. These provisions are intended to:

 

•

discourage certain types of transactions which may involve an actual or threatened change of control of our company;

 

•

discourage certain tactics that may be used in proxy fights; and

 

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encourage persons seeking to acquire control of our company to consult first with the board of directors to negotiate the terms of any proposed business combination or offer.

Advance notice procedures for stockholder proposals and director nominations. Our by-laws provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of stockholders, must provide timely notice thereof in writing. To be timely, a stockholder’s notice generally must be delivered to or mailed and received at our principal executive offices not less than 45 or more than 75 days prior to the first anniversary of the date on which we first mailed our proxy materials for the preceding year’s annual meeting of stockholders. However, if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, to be timely, notice by the stockholder must be delivered not later than the close of business on the later of the 90th day prior to the annual meeting or the 10th day following the day on which public announcement of the date of the meeting is first made. The by-laws also specify certain requirements as to the form and content of a stockholder’s notice. These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders.

Preferred stock. The ability of our board to establish the rights and issue substantial amounts of preferred stock without the need for stockholder approval, while providing desirable flexibility in connection with possible acquisitions, financings, and other corporate transactions, may, among other things, discourage, delay, defer, or prevent a change of control of the company.

Authorized but unissued shares of common stock. The authorized but unissued shares of common stock are available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions, and employee benefit plans. The existence of authorized but unissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

 

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DESCRIPTION OF THE SECURITIES WARRANTS

This section describes the general terms and provisions of the securities warrants that we may offer by this prospectus. The applicable prospectus supplement will describe the specific terms of the securities warrants then offered, and the terms and provisions described in this section will apply only to the extent not superseded by the terms of the applicable prospectus supplement.

We may issue securities warrants for the purchase of senior debt securities, subordinated debt securities, preferred stock, depositary shares or common stock. Securities warrants may be issued alone or together with senior debt securities, subordinated debt securities, preferred stock, depositary shares or common stock offered by any prospectus supplement and may be attached to or separate from those securities. Each series of securities warrants will be issued under warrant agreements between us and a bank or trust company, as warrant agent, which will be described in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the securities warrants and will not act as an agent or trustee for any holders or beneficial holders of securities warrants.

If securities warrants for the purchase of senior debt securities or subordinated debt securities are offered, the applicable prospectus supplement will describe the terms of those securities warrants, including the following if applicable:

 

•

the offering price;

 

•

the currencies in which the securities warrants are being offered;

 

•

the designation, aggregate principal amount, currencies, denominations and terms of the series of the senior debt securities or subordinated debt securities that can be purchased upon exercise;

 

•

the designation and terms of any series of senior debt securities or subordinated debt securities with which the securities warrants are being offered and the number of securities warrants offered with each senior debt security or subordinated debt security;

 

•

the date on and after which the holder of the securities warrants can transfer them separately from the series of senior debt securities or subordinated debt securities;

 

•

the principal amount of the series of senior debt securities or subordinated debt securities that can be purchased upon exercise and the price at which and currencies in which the principal amount may be purchased upon exercise;

 

•

the date on which the right to exercise the securities warrants begins and the date on which the right expires; and

 

•

any other terms of the securities warrants.

If securities warrants for the purchase of preferred stock are offered, the applicable prospectus supplement will also describe the terms of the preferred stock into which the securities warrants are exercisable as described under “Description of the Capital Stock — Preferred Stock and Depositary Shares Representing Fractional Shares of Preferred Stock.”

 

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PLAN OF DISTRIBUTION

General

We may offer and sell securities in one or more transactions from time to time to or through underwriters, who may act as principals or agents, directly to other purchasers or through agents to other purchasers or through any combination of these methods.

A prospectus supplement relating to a particular offering of securities may include the following information:

 

•

the terms of the offering;

 

•

the names of any underwriters or agents;

 

•

the purchase price of the securities;

 

•

the net proceeds to us from the sale of the securities;

 

•

any delayed delivery arrangements;

 

•

any underwriting discounts and other items constituting underwriters’ compensation;

 

•

any initial public offering price; and

 

•

any discounts or concessions allowed or reallowed or paid to dealers.

The distribution of the securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices in block trades, or in underwritten offerings or in other types of trades.

Underwriting Compensation

We may offer these securities to the public through underwriting syndicates represented by a managing underwriter or managing underwriters or through an underwriter or underwriters without an underwriting syndicate. If underwriters are used for the sale of securities, the securities will be acquired by the underwriters for their own account. The underwriters may resell the securities in one or more transactions, including in negotiated transactions at a fixed public offering price or at varying prices determined at the time of sale. In connection with any such underwritten sale of securities, underwriters may receive compensation from us or from purchasers for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell securities to or through dealers, and the dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents.

If we use an underwriter or underwriters in the sale of particular securities, we will execute an underwriting agreement with those underwriters at the time of sale of those securities. The names of the underwriters will be set forth in the prospectus supplement used by the underwriters to sell those securities. Unless otherwise indicated in the prospectus supplement relating to a particular offering of securities, the obligations of the underwriters to purchase the securities will be subject to customary conditions precedent and the underwriters will be obligated to purchase all of the securities offered if any of the securities are purchased.

Underwriters, dealers and agents that participate in the distribution of securities may be deemed to be underwriters under the Securities Act of 1933, as amended (the “Securities Act”). Any discounts or commissions that they receive from us and any profit that they receive on the resale of securities may be deemed to be underwriting discounts and commissions under the Securities Act. If any entity is deemed an underwriter or any amounts deemed underwriting discounts and commissions, the prospectus supplement will identify the underwriter or agent and describe the compensation received from us.

 

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Indemnification

We may enter agreements under which underwriters and agents who participate in the distribution of securities may be entitled to indemnification by us against various liabilities, including liabilities under the Securities Act, and to contribution with respect to payments which the underwriters, dealers or agents may be required to make.

Related Transactions

Various of the underwriters who participate in the distribution of securities, and their affiliates, may perform various commercial banking and investment banking services for us from time to time in the ordinary course of business.

Delayed Delivery Contracts

We may authorize underwriters or other persons acting as our agents to solicit offers by institutions to purchase securities from us pursuant to contracts providing for payment and delivery on a future date. These institutions may include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases we must approve these institutions. The obligations of any purchaser under any of these contracts will be subject to the condition that the purchase of the securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and other agents will not have any responsibility in respect of the validity or performance of these contracts.

Price Stabilization and Short Positions

If underwriters or dealers are used in the sale, until the distribution of the securities is completed, rules of the SEC may limit the ability of any underwriters to bid for and purchase the securities. As an exception to these rules, representatives of any underwriters are permitted to engage in transactions that stabilize the price of the securities. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. If the underwriters create a short position in the securities in connection with the offering (that is, if they sell more securities than are set forth on the cover page of the prospectus supplement) the representatives of the underwriters may reduce that short position by purchasing securities in the open market.

We make no representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the securities. In addition, we make no representation that the representatives of any underwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Selling securityholders may use this prospectus in connection with resales of the securities. The applicable prospectus supplement will identify the selling securityholders, the terms of the securities and any material relationships between us and the selling securityholders. Selling securityholders may be deemed to be underwriters under the Securities Act in connection with the securities they resell and any profits on the sales may be deemed to be underwriting discounts and commissions under the Securities Act. Unless otherwise set forth in a prospectus supplement, the selling securityholders will receive all the net proceeds from the resale of the securities.

 

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LEGAL MATTERS

Certain matters relating to Delaware and New York law will be passed upon by Kirkland & Ellis LLP.

EXPERTS

The consolidated financial statements incorporated in this prospectus by reference from Community Health Systems, Inc.’s current report on Form 8-K filed on May 24, 2012, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Additionally, the consolidated financial statement schedule and the effectiveness of Community Health Systems, Inc. and its subsidiaries internal control over financial reporting, incorporated in this prospectus by reference from Community Health Systems, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such firm given their authority as experts in accounting and auditing.

 

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Community Health Systems, Inc.

Debt Securities

Preferred Stock

Securities Warrants

Common Stock

Depositary Shares

Guarantees of Debt Securities

CHS/Community Health Systems, Inc.

Debt Securities

Guarantees of Debt Securities

 

 

PROSPECTUS

 

 

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information contained or incorporated by reference in this prospectus is accurate as of any date other than the date of this prospectus. We are not making an offer of these securities in any state where the offer is not permitted.

 

 

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following is a statement of the estimated expenses, to be paid solely by the registrant, of the issuance and distribution of the securities being registered hereby:

 

Securities and Exchange Commission registration fee		$	(1	)
Printing and engraving expenses			(2	)
Accounting fees and expenses			(2	)
Legal fees and expenses			(2	)
Rating agency fees and expenses			(2	)
Trustee’s fees and expenses (including counsel’s fees)			(2	)
Miscellaneous expenses			(2	)
Total		$	(2	)

 

(1)	In accordance with Rules 456(b) and 457(r), we are deferring payment of the registration fee.

(2)

As the amount of securities to be issued, offered and sold pursuant to this registration statement is indeterminate, the actual amount of such fees and expenses cannot be estimated at this time. An estimate of the aggregate amount of these expenses will be reflected in the applicable prospectus supplement.

 

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Item 15. Indemnification of Directors and Officers.

Alabama

Centre Hospital Corporation, Foley Hospital Corporation, Fort Payne Hospital Corporation, Greenville Hospital Corporation and QHG of Enterprise, Inc. are all incorporated under the laws of the State of Alabama.

Section 10-2B-8.50 of the Alabama Business Corporation Act allows corporations to indemnify a director, officer, or employee, or former director, officer, or employee against liability incurred in connection with a proceeding, in which the director, officer or employee is made a party by reason of being or having been a director, officer, or employee if the individual conducted himself or herself in good faith and reasonably believed that the conduct was in the best interests of the corporation or at least not opposed to its best interests; and in the case of any criminal proceeding, the individual had no reasonable cause to believe his or her conduct was unlawful.

The bylaws of each of Centre Hospital Corporation, Foley Hospital Corporation, Fort Payne Hospital Corporation, Greenville Hospital Corporation and QHG of Enterprise, Inc. provide for the indemnification of directors and officers to the fullest extent permitted by the Alabama Business Corporation Act.

Arizona

Bullhead City Hospital Corporation and Payson Hospital Corporation are incorporated under the laws of the State of Arizona.

Section 10-851 of the Arizona Revised Statutes permits a corporation to indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if all of the following conditions exist: (a) the individual’s conduct was in good faith; (b) the individual reasonably believed in the case of conduct in an official capacity with the corporation, that the conduct was in its best interests and in all other cases, that the conduct was at least not opposed to its best interests; and (c) in the case of any criminal proceedings, the individual had no reasonable cause to believe the conduct was unlawful. Section 10-851 of the Arizona Revised Statutes permits a corporation to indemnify an individual made a party to a proceeding because the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation pursuant to section 10-202, subsection B, paragraph 2 of the Arizona Revised Statutes. The termination of a proceeding by judgment, order, settlement or conviction or on a plea of no contest or its equivalent is not of itself determinative that the director did not meet the standard of conduct described in this section. Under Arizona Revised Statutes, a corporation may not indemnify a director under this section either: (a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or (b) in connection with any other proceeding charging improper financial benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that financial benefit was improperly received by the director. Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

The bylaws of each of Bullhead City Hospital Corporation and Payson Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Arizona Revised Statutes.

Arkansas

Forrest City Arkansas Hospital Company, LLC, Forrest City Hospital Corporation, MCSA, L.L.C., Phillips Hospital Corporation, QHG of Springdale, Inc. and Triad-El Dorado, Inc. are all incorporated or organized under the laws of the State of Arkansas.

Section 4-32-404 of Arkansas’ Small Business Entity Tax Pass Through Act provides that a limited liability company’s operating agreement may: (a) eliminate or limit the personal liability of a member or manager for

 

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monetary damages for breach of any duty provided for in Section 4-32-402 and (b) provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.

Section 4-27-850 of the Arkansas 1987 Business Corporation Act allows a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

The Limited Liability Company Agreements of each of Forrest City Arkansas Hospital Company, LLC and MCSA, L.L.C. provide, to the fullest extent authorized by Arkansas’ Small Business Entity Tax Pass Through Act, for the indemnification of any member, manager, officer or employee of the company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of the company.

The bylaws of each of Forrest City Hospital Corporation, Phillips Hospital Corporation, QHG of Springdale, Inc. and Triad-El Dorado, Inc. provide for the indemnification of all current and former directors and officers to the fullest extent permitted by the Arkansas 1987 Business Corporation Act.

Delaware

CHS/Community Health Systems, Inc., Community Health Systems, Inc., Abilene Hospital, LLC, Abilene Merger, LLC, Affinity Health Systems, LLC, Affinity Hospital, LLC, Berwick Hospital Company, LLC, Birmingham Holdings, LLC, Birmingham Holdings II, LLC, Bluefield Holdings, LLC, Bluefield Hospital Company, LLC, Blue Island Hospital Company, LLC, Blue Island Illinois Holdings, LLC, Bluffton Health System, LLC, Brownwood Hospital, L.P., Brownwood Medical Center, LLC, Bullhead City Hospital Investment Corporation, Carlsbad Medical Center, LLC, CHHS Holdings, LLC, CHS Kentucky Holdings, LLC, CHS Pennsylvania Holdings, LLC, CHS Virginia Holdings, LLC, CHS Washington Holdings, LLC, Clarksville Holdings, LLC, Cleveland Tennessee Hospital Company, LLC, College Station Hospital, L.P., College Station Medical Center, LLC, College Station Merger, LLC, Community GP Corp., Community Health Investment Company, LLC, Community LP Corp., CP Hospital GP, LLC, CPLP, LLC, Crestwood Hospital, LLC, Crestwood Hospital, LP, LLC, CSMC, LLC, CSRA Holdings, LLC, Deaconess Holdings, LLC, Deaconess Hospital Holdings, LLC, Desert Hospital Holdings, LLC, Detar Hospital, LLC, DHFW Holdings, LLC, DHSC, LLC, Dukes Health System, LLC, Fallbrook Hospital Corporation, Gadsden Regional Medical Center, LLC, GRMC Holdings, LLC, Hallmark Healthcare Company, LLC, Hobbs Medco, LLC, Hospital of Barstow, Inc., Kirksville Hospital Company, LLC, Lancaster Hospital Corporation, Las Cruces Medical Center, LLC, Lea Regional Hospital, LLC, Longview Clinic Operations Company, LLC, Longview Medical Center, L.P., Longview Merger, LLC, LRH, LLC, Lutheran Health Network of Indiana, LLC, Massillon Community Health System LLC, Massillon Health System LLC, Massillon Holdings, LLC, McKenzie Tennessee Hospital Company, LLC, Medical Center of Brownwood, LLC, Merger Legacy Holdings, LLC, MMC of Nevada, LLC, Moberly Hospital Company, LLC, MWMC Holdings, LLC, Nanticoke Hospital Company, LLC, National Healthcare of Leesville, Inc., National Healthcare of Mt. Vernon, Inc., National Healthcare of Newport, Inc.,

 

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Navarro Hospital, L.P., Navarro Regional, LLC, Northampton Hospital Company, LLC, Northwest Hospital, LLC, NOV Holdings, LLC, NRH, LLC, Oro Valley Hospital, LLC, Palmer-Wasilla Health System, LLC, Peckville Hospital Company, LLC, Pennsylvania Hospital Company, LLC, Phoenixville Hospital Company, LLC, Pottstown Hospital Company, LLC, QHG Georgia Holdings II, LLC, QHG of Bluffton Company, LLC, QHG of Fort Wayne Company, LLC, QHG of Warsaw Company, LLC, Quorum Health Resources, LLC, Regional Hospital of Longview, LLC, Ruston Hospital Corporation, Ruston Louisiana Hospital Company, LLC, SACMC, LLC, San Angelo Community Medical Center, LLC, San Angelo Medical, LLC, Scranton Holdings, LLC, Scranton Hospital Company, LLC, Scranton Quincy Holdings, LLC, Scranton Quincy Hospital Company, LLC, Siloam Springs Arkansas Hospital Company, LLC, Siloam Springs Holdings, LLC, Southern Texas Medical Center, LLC, Spokane Valley Washington Hospital Company, LLC, Spokane Washington Hospital Company, LLC, Tennyson Holdings, LLC, Tomball Texas Holdings, LLC, Tomball Texas Hospital Company, LLC, Triad Healthcare Corporation, Triad Holdings III, LLC, Triad Holdings IV, LLC, Triad Holdings V, LLC, Triad Nevada Holdings, LLC, Triad of Alabama, LLC, Triad of Oregon, LLC, Triad-ARMC, LLC, Triad-Navarro Regional Hospital Subsidiary, LLC, Tunkhannock Hospital Company, LLC, VHC Medical, LLC, Vicksburg Healthcare, LLC, Victoria Hospital, LLC, Victoria of Texas, L.P., Warren Ohio Hospital Company, LLC, Warren Ohio Rehab Hospital Company, LLC, Watsonville Hospital Corporation, Webb Hospital Corporation, Webb Hospital Holdings, LLC, Wesley Health System, LLC, West Grove Hospital Company, LLC, WHMC, LLC, Wilkes-Barre Behavioral Hospital Company, LLC, Wilkes-Barre Holdings, LLC, Wilkes-Barre Hospital Company, LLC, Women & Children’s Hospital, LLC, Woodland Heights Medical Center, LLC, Woodward Health System, LLC and Youngstown Ohio Hospital Company, LLC are all incorporated or organized under the laws of the State of Delaware.

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act provides that a partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.

Section 18-108 of the Delaware Limited Liability Company Act provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Section 145 of the Delaware General Corporation Law, or the DGCL, provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal actions and proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith.

The Limited Liability Company Agreements of each of Abilene Hospital, LLC, Abilene Merger, LLC, Affinity Health Systems, LLC, Affinity Hospital, LLC, Berwick Hospital Company, LLC, Birmingham Holdings, LLC, Birmingham Holdings II, LLC, Bluefield Holdings, LLC, Bluefield Hospital Company, LLC,

 

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Blue Island Hospital Company, LLC, Blue Island Illinois Holdings, LLC, Bluffton Health System, LLC, Brownwood Medical Center, LLC, Carlsbad Medical Center, LLC, CHHS Holdings, LLC, CHS Kentucky Holdings, LLC, CHS Pennsylvania Holdings, LLC, CHS Virginia Holdings, LLC, CHS Washington Holdings, LLC, Clarksville Holdings, LLC, Cleveland Tennessee Hospital Company, LLC, College Station Medical Center, LLC, College Station Merger, LLC, Community Health Investment Company, LLC, CP Hospital GP, LLC, CPLP, LLC, Crestwood Hospital, LLC, Crestwood Hospital, LP, LLC, CSMC, LLC, CSRA Holdings, LLC, Deaconess Holdings, LLC, Deaconess Hospital Holdings, LLC, Desert Hospital Holdings, LLC, Detar Hospital, LLC, DHFW Holdings, LLC, DHSC, LLC, Dukes Health System, LLC, Gadsden Regional Medical Center, LLC, GRMC Holdings, LLC, Hallmark Healthcare Company, LLC, Hobbs Medco, LLC, Kirksville Hospital Company, LLC, Las Cruces Medical Center, LLC, Lea Regional Hospital, LLC, Longview Clinic Operations Company, LLC, Longview Merger, LLC, LRH, LLC, Lutheran Health Network of Indiana, LLC, Massillon Community Health System LLC, Massillon Health System LLC, Massillon Holdings, LLC, McKenzie Tennessee Hospital Company, LLC, Medical Center of Brownwood, LLC, Merger Legacy Holdings, LLC, MMC of Nevada, LLC, Moberly Hospital Company, LLC, MWMC Holdings, LLC, Nanticoke Hospital Company, LLC, Navarro Regional, LLC, Northampton Hospital Company, LLC, Northwest Hospital LLC, NOV Holdings, LLC, NRH, LLC, Oro Valley Hospital, LLC, Palmer-Wasilla Health System, LLC, Peckville Hospital Company, LLC, Pennsylvania Hospital Company, LLC, Phoenixville Hospital Company, LLC, Pottstown Hospital Company, LLC, QHG Georgia Holdings II, LLC, QHG of Bluffton Company, LLC, QHG of Fort Wayne Company, LLC, QHG of Warsaw Company, LLC, Quorum Health Resources, LLC, Regional Hospital of Longview, LLC, Ruston Louisiana Hospital Company, LLC, SACMC, LLC, San Angelo Community Medical Center, LLC, San Angelo Medical, LLC, Scranton Holdings, LLC, Scranton Hospital Company, LLC, Scranton Quincy Holdings, LLC, Scranton Quincy Hospital Company, LLC, Siloam Springs Arkansas Hospital Company, LLC, Siloam Springs Holdings, LLC, Southern Texas Medical Center, LLC, Spokane Valley Washington Hospital Company, LLC, Spokane Washington Hospital Company, LLC, Tennyson Holdings, LLC, Tomball Texas Holdings, LLC, Tomball Texas Hospital Company, LLC, Triad Holdings III, LLC, Triad Holdings IV, LLC, Triad Holdings V, LLC, Triad Nevada Holdings, LLC, Triad of Alabama, LLC, Triad of Oregon, LLC, Triad-ARMC, LLC, Triad-Navarro Regional Hospital Subsidiary, LLC, Tunkhannock Hospital Company, LLC, VHC Medical, LLC, Vicksburg Healthcare, LLC, Victoria Hospital, LLC, Warren Ohio Hospital Company, LLC, Warren Ohio Rehab Hospital Company, LLC, Webb Hospital Holdings, LLC, Wesley Health System, LLC, West Grove Hospital Company, LLC, WHMC, LLC, Wilkes-Barre Behavioral Hospital Company, LLC, Wilkes-Barre Holdings, LLC, Wilkes-Barre Hospital Company, LLC, Women & Children’s Hospital, LLC, Woodland Heights Medical Center, LLC, Woodward Healthy System, LLC and Youngstown Ohio Hospital Company, LLC provide, to the fullest extent authorized by the Delaware Limited Liability Company Act, for the indemnification of any member, manager, officer or employee of the companies from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of the companies.

The Bylaws of CHS/Community Health Systems, Inc., Community Health Systems, Inc., Bullhead City Hospital Investment Corporation, Community GP Corp., Community LP Corp., Fallbrook Hospital Corporation, Hospital of Barstow, Inc., Lancaster Hospital Corporation, National Healthcare of Leesville, Inc., National Healthcare of Mt. Vernon, Inc., National Healthcare of Newport, Inc., Ruston Hospital Corporation, Triad Healthcare Corporation, Watsonville Hospital Corporation, and Webb Hospital Corporation provide for the indemnification of all current and former directors and officers to the fullest extent permitted by the DGCL.

The Certificate of Incorporation of each of CHS/Community Health Systems, Inc., Community Health Systems, Inc., Bullhead City Hospital Investment Corporation, Community GP Corp., Community LP Corp., Fallbrook Hospital Corporation, Hospital of Barstow, Inc., Lancaster Hospital Corporation, National Healthcare of Leesville, Inc., Ruston Hospital Corporation, Triad Healthcare Corporation, Watsonville Hospital Corporation, and Webb Hospital Corporation provides for the indemnification of all directors and officers to the fullest extent permitted by the DGCL.

The Limited Partnership Agreements of each of Brownwood Hospital, L.P., College Station Hospital, L.P., Longview Medical Center, L.P., Navarro Hospital, L.P., and Victoria of Texas, L.P. provide, to the fullest extent

 

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authorized by the Delaware Revised Uniform Limited Partnership Act, for the indemnification of any partner, manager, officer or employee of the companies from and against any and all claims and demands arising by reason of the fact that such person is, or was, a partner, manager, officer or employee of the companies.

Georgia

QHG Georgia Holdings, Inc. and QHG Georgia, L.P. are incorporated or organized under the laws of the State of Georgia.

Sections 14-2-850 through 14-2-859 of the Georgia Business Corporation Code provides for the indemnification of officers and directors by the corporation under certain circumstances against expenses and liabilities incurred in legal proceedings involving such persons because of their being or having been an officer or director of the corporation. Under the Georgia Business Corporation Code, a corporation may purchase insurance on behalf of an officer or director of the corporation incurred in his or her capacity as an officer or director regardless of whether the person could be indemnified under the Georgia Business Corporation Code.

Section 14-9-108 of the Georgia Revised Uniform Limited Partnership Act provides for the indemnification of partners by the partnership from and against any and all claims and demands whatsoever, except for (1) intentional misconduct or a knowing violation of law; or (2) any transaction for which the Indemnitee received a personal benefit in violation or breach of any provision of the partnership agreement.

The bylaws of QHG Georgia Holdings, Inc. provide for the indemnification of directors and officers to the fullest extent permitted by the Georgia Business Corporation Code.

The Agreement of Limited Partnership of QHG Georgia, L.P. provides for the indemnification of the general partner to the fullest extent permitted by the Georgia Revised Uniform Limited Partnership Act.

Illinois

Anna Hospital Corporation, Galesburg Hospital Corporation, Granite City Hospital Corporation, Granite City Illinois Hospital Company, LLC, Marion Hospital Corporation, Red Bud Hospital Corporation, Red Bud Illinois Hospital Company, LLC, Waukegan Hospital Corporation and Waukegan Illinois Hospital Company, LLC are incorporated or organized under the laws of the State of Illinois.

Section 15-7 of the Illinois Limited Liability Company Act states that a limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property.

Section 8.75 of the Illinois Business Corporation Act of 1983 provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal actions and proceedings, had no reasonable cause to believe that his conduct was unlawful. An Illinois corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification

 

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is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith.

The Limited Liability Company Agreement of each of Granite City Illinois Hospital Company, LLC, Red Bud Illinois Hospital Company, LLC and Waukegan Illinois Hospital Company, LLC, provide, to the fullest extent authorized by the Illinois Limited Liability Company Act, for the indemnification of any member, manager, officer or employee of the company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of the company.

The bylaws of each of Anna Hospital Corporation, Galesburg Hospital Corporation, Granite City Hospital Corporation, Marion Hospital Corporation, Red Bud Hospital Corporation and Waukegan Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Illinois Business Corporation Act of 1983.

Indiana

Frankfort Health Partner, Inc. and QHG of Clinton County, Inc. are incorporated under the laws of the State of Indiana.

Under Section 23-1-37-8 of the Indiana Business Corporation Law, a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (1) the individual’s conduct was in good faith; and (2) the individual reasonably believed: (A) in the case of conduct in the individual’s official capacity with the corporation, that the individual’s conduct was in its best interests; and (B) in all other cases, that the individual’s conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, the individual either: (A) had reasonable cause to believe the individual’s conduct was lawful; or (B) had no reasonable cause to believe the individual’s conduct was unlawful. A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2)(B).

The bylaws of Frankfort Health Partner, Inc. and QHG of Clinton County, Inc. provide for the indemnification of directors and officers to the fullest extent permitted by the Indiana Business Corporation Law.

Kentucky

Hospital of Fulton, Inc., Hospital of Louisa, Inc. and Jackson Hospital Corporation (KY) are incorporated under the laws of the State of Kentucky.

Section 271B.8-510 of the Kentucky Business Corporation Act permits a corporation to indemnify an individual who is a party to a proceeding because he is a director against liability incurred in the proceeding if: (1)(a) he conducted himself in good faith; (b) he reasonably believed (i) in the case of conduct in his official capacity, that his conduct was in the best interests of the corporation; and (ii) in all other cases, that his conduct was at least not opposed to the best interests of the corporation; and (c) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A director’s conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (1)(b)2 of this section.

The bylaws of each of Hospital of Fulton, Inc., Hospital of Louisa, Inc. and Jackson Hospital Corporation (KY) provide for the indemnification of directors and officers to the fullest extent permitted by the Kentucky Business Corporation Act.

 

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Mississippi

QHG of Forrest County, Inc., QHG of Hattiesburg, Inc. and River Region Medical Corporation are incorporated under the laws of the State of Mississippi.

Sections 79-4-8.50 through 79-4-8.59 of the Mississippi Business Corporation Act provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, if the person’s conduct was in good faith and reasonably believed: (1) in the case of conduct in the person’s official capacity, that (A) the conduct was in the best interests of the corporation; and (B) in all other cases that the person’s conduct was at least not opposed to the best interests of the corporation; and (2) in the case of any criminal action, the person either (A) had reasonable cause to believe the person’s conduct was lawful; or (B) had no reasonable cause to believe the person’s conduct was unlawful.

The bylaws of each of QHG of Forrest County, Inc., QHG of Hattiesburg, Inc. and River Region Medical Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Mississippi Business Corporation Act.

Nevada

NC-DSH, LLC is organized under the laws of the State of Nevada.

Under Sections 86.411 and 86.412 of Nevada’s Limited Liability Company Act, a limited liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the limited liability company, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. To the extent that a manager, member, employee or agent of a limited liability company has been successful on the merits or otherwise in defense of any action, suit or proceeding or in defense of any claim, issue or matter therein, the company shall indemnify him against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the defense.

If unsuccessful in defense of a third-party civil suit or a criminal suit, or if such a suit is settled, an Indemnitee may be indemnified under Nevada law against both (i) expenses, including attorneys’ fees, and (ii) judgments, fines, and amounts paid in settlement if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the registrant, and, with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful.

If unsuccessful in defense of a suit brought by or in the right of the registrant, where the suit is settled, an Indemnitee may be indemnified under Nevada law only against expenses (including attorneys’ fees) actually and reasonably incurred in the defense or settlement of the suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the registrant except that if the

 

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Indemnitee is adjudged to be liable for a breach of fiduciary duty or misconduct, fraud, or a knowing violation of law in the performance of his or her duty to the registrant, he or she cannot be made whole even for expenses unless a court determines that he or she is fully and reasonably entitled to indemnification for such expenses.

Also under Nevada law, expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding may be paid by the registrant in advance of the final disposition of the suit, action, or proceeding upon receipt of an undertaking by or on behalf of the officer or director to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by the registrant. The registrant may also advance expenses incurred by other employees and agents of the registrant upon such terms and conditions, if any, that the board of directors of the registrant deems appropriate.

The Operating Agreement of NC-DSH, LLC provides for the indemnification of directors and officers to the fullest extent permitted by the Nevada Limited Liability Company Act.

New Jersey

Salem Hospital Corporation is incorporated under the laws of the State of New Jersey.

Section 14A: 3-5 of the New Jersey Business Corporation Act provides that any corporation organized for any purpose under any general or special law of this State shall have the power to indemnify a corporate agent against his expenses and liabilities in connection with any proceeding involving the corporate agent by reason of his being or having been such a corporate agent, other than a proceeding by or in the right of the corporation, if: (a) such corporate agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; and (b) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his conduct was unlawful. Any corporation organized for any purpose under any general or special law of this New Jersey shall have the power to indemnify a corporate agent against his expenses in connection with any proceeding by or in the right of the corporation to procure a judgment in its favor which involves the corporate agent by reason of his being or having been such corporate agent, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation.

The bylaws of Salem Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the New Jersey Business Corporation Act.

New Mexico

Deming Hospital Corporation, Roswell Hospital Corporation and San Miguel Hospital Corporation are incorporated under the laws of the State of New Mexico.

Section 53-11-4.1 of the New Mexico Business Corporation Act permits a corporation to indemnify any person made a part to any proceeding by reason of the fact that the person is or was a director, officer, or employer if the person acted in good faith and reasonably believed the person’s conduct was in the best interests of the corporation or at least not opposed to its best interests; and in the case of any criminal proceeding, the person had no reasonable cause to believe the person’s conduct was unlawful. Indemnification may be made against judgments, penalties, fines, settlements and reasonable expenses, actually incurred by the person in connection with the proceeding; except that if the proceeding was by or in the right of the corporation, indemnification may be made only against such reasonable expenses and shall not be made in respect of any proceeding in which the person shall have been adjudged to be liable to the corporation. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, be determinative that the person did not meet the requisite standard of conduct set forth in this subsection.

 

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The bylaws of each of Deming Hospital Corporation, Roswell Hospital Corporation and San Miguel Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the New Mexico Business Corporation Act.

North Carolina

Williamston Hospital Corporation is incorporated under the laws of the State of North Carolina.

Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation Act permit indemnification of directors and officers in a variety of circumstances which may include liabilities under the Securities Act. In addition, a corporation may purchase insurance under the law of North Carolina on behalf of directors, officers, employees or agents, which may cover liabilities under the Securities Act.

The bylaws of Williamston Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the North Carolina Business Corporation Act.

Ohio

QHG of Massillon, Inc. is incorporated under the laws of the State of Ohio.

Under Section 1701.13(E) of the Ohio General Corporation Law, generally, a corporation may indemnify any current or former director, officer, employee or agent for reasonable expenses incurred in connection with the defense or settlement of any threatened, pending or completed litigation related to the person’s position with the corporation or related to the person’s service (as a director, trustee, officer, employee, member, manager, or agent) to another corporation at the request of the indemnifying corporation, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation. If the litigation involved a criminal action or proceeding, the person must also have had no reasonable cause to believe his or her conduct was unlawful. Ohio law requires indemnification for reasonable expenses incurred if the person was successful in the defense of the litigation.

The bylaws of QHG of Massillon, Inc. provide for the indemnification of directors and officers to the fullest extent permitted by the Ohio General Corporation Law.

Oklahoma

Kay County Hospital Corporation and Kay County Oklahoma Hospital Company, LLC are incorporated or organized under the laws of the State of Oklahoma.

Section 1031 of the Oklahoma General Corporation Act authorizes the indemnification of directors and officers under certain circumstances. The Oklahoma General Corporation Act provides for indemnification of each of the company’s officers and directors against (a) expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit or proceeding brought by reason of such person being or having been a director, officer, employee or agent of the company, or of any other corporation, partnership, joint venture, trust or other enterprise at the request of the company, other than an action by or in the right of company. To be entitled to indemnification, the individual must have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the company, and with respect to any criminal action, the person seeking indemnification had no reasonable cause to believe that the conduct was unlawful and (b) expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense or settlement of any action or suit by or in the right of the company brought by reason of the person seeking indemnification being or having been a director, officer, employee or agent of the company, or any other corporation, partnership, joint venture, trust or other enterprise at the request of the company, provided the actions were in good faith and were reasonably believed to be in or not

 

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opposed to the best interest of the company, except that no indemnification shall be made in respect of any claim, issue or matter as to which the individual shall have been adjudged liable to the company, unless and only to the extent that the court in which such action was decided has determined that the person is fairly and reasonably entitled to indemnity for such expenses which the court deems proper.

Section 2003 of the Oklahoma Limited Liability Company Act provides that a limited liability company may indemnify and hold harmless any member, agent, or employee from and against any and all claims and demands whatsoever, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness, and subject to the standards and restrictions, if any, set forth in the articles of organization or operating agreement.

The bylaws of Kay County Hospital Corporation provides for the indemnification of directors and officers and to the fullest extent permitted by the Oklahoma General Corporation Law.

The Operating Agreement of Kay County Oklahoma Hospital Company, LLC provides for the indemnification of the member relating to any liability incurred by reason of interest ownership and any act performed or omitted to be performed by members in connection with the business of Kay County Oklahoma Hospital Company, LLC.

Pennsylvania

Clinton Hospital Corporation and Coatesville Hospital Corporation are incorporated under the laws of the State of Pennsylvania.

Sections 1741 through 1750 of the Pennsylvania Business Corporation Law of 1988, as amended, permits, and in some cases requires, the indemnification of officers, directors and employees of the Company. Section 3.1 of our bylaws provides that we shall indemnify any director or officer of the Company who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including actions or suits by or in the right of the Company, its shareholders or otherwise, by reason of the fact that he or she is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, partner, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise to the fullest extent permitted by law, including, without limitation, against expenses (including legal fees), damages, punitive damages, judgments, penalties, fines and amounts paid in settlement, actually and reasonably incurred by him or her in connection with such proceedings unless the act or failure to act giving rise to the claim is finally determined by a court to have constituted willful misconduct or recklessness. Section 3.1 also provides that, if an authorized representative is not entitled to indemnification for a portion of liabilities to which he or she may be subject, the Company will indemnify the person to the maximum extent permitted for the remaining portion of the liabilities.

The bylaws of each of Clinton Hospital Corporation and Coatesville Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Pennsylvania Business Corporation Law of 1988.

South Carolina

QHG of South Carolina, Inc. and QHG of Spartanburg, Inc. are incorporated under the laws of the State of South Carolina.

Reference is made to Chapter 8, Article 5 of Title 33 of the 1976 Code of Laws of South Carolina as amended, which provides for indemnification of officers and directors of South Carolina corporations in certain instances in connection with legal proceedings involving any such persons because of being or having been an officer or director.

 

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The bylaws of QHG of South Carolina, Inc. and QHG of Spartanburg, Inc. provide for the indemnification of directors and officers to the fullest extent permitted by the 1976 Code of Laws of South Carolina as amended.

Tennessee

Brownsville Hospital Corporation, Cleveland Hospital Corporation, Dyersburg Hospital Corporation, Hospital of Morristown, Inc., Jackson Hospital Corporation (TN), Lakeway Hospital Corporation, Lexington Hospital Corporation, Martin Hospital Corporation, McNairy Hospital Corporation and Shelbyville Hospital Corporation are incorporated under the laws of the State of Tennessee.

Section 48-18-507 of the Tennessee Business Corporation Act permits a corporation to indemnify: (1) an officer of the corporation who is not a director is entitled to mandatory indemnification and is entitled to apply for court-ordered indemnification, in each case to the same extent as a director; (2) the corporation may indemnify and advance expenses under this part to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and (3) a corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its charter, bylaws, general or specific action of its board of directors, or contract.

The bylaws of each of each of Brownsville Hospital Corporation, Cleveland Hospital Corporation, Dyersburg Hospital Corporation, Hospital of Morristown, Inc., Jackson Hospital Corporation (TN), Lakeway Hospital Corporation, Lexington Hospital Corporation, Martin Hospital Corporation, McNairy Hospital Corporation and Shelbyville Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Tennessee Business Corporation Act.

Texas

Big Bend Hospital Corporation, Big Spring Hospital Corporation, Granbury Hospital Corporation, Jourdanton Hospital Corporation, Weatherford Hospital Corporation and Weatherford Texas Hospital Company, LLC are incorporated or organized under the laws of the State of Texas.

Section 2.20 of the Texas Limited Liability Company Act permits a limited liability company to indemnify members, managers, officers and other persons and purchase and maintain liability insurance for such persons, subject to such standards, and restrictions, if any, as are set forth in its articles of organization or in its regulation.

Under Article 2.02-1 of the Texas Business Corporation Act, a corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a director only if it is determined in accordance with Section F of this article that the person: (1) conducted himself in good faith; (2) reasonably believed: (a) in the case of conduct in his official capacity as a director of the corporation, that his conduct was in the corporation’s best interests; and (b) in all other cases, that his conduct was at least not opposed to the corporation’s best interests; and (3) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

The Limited Liability Company Agreement of Weatherford Texas Hospital Company, LLC provides for the indemnification of any member, manager, officer or employee to the fullest extent permitted by the Texas Limited Liability Company Act.

The bylaws of Big Bend Hospital Corporation, Big Spring Hospital Corporation, Granbury Hospital Corporation, Jourdanton Hospital Corporation and Weatherford Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Texas Business Corporation Act.

Utah

Tooele Hospital Corporation is incorporated under the laws of the State of Utah.

 

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Section 16-10a-902 of the Utah Revised Business Corporation Act (the “Revised Act”) provides that a corporation may indemnify any individual who was, is, or is threatened to be made a named defendant or respondent (a “Party”) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (a “Proceeding”), because he or she is or was a director of the corporation or, while a director of the corporation, is or was serving at its request as a director, officer, partner, trustee, employee, fiduciary or agent of another corporation or other person or of an employee benefit plan (an “Indemnifiable Director”), against any obligation incurred with respect to a Proceeding, including any judgment, settlement, penalty, fine or reasonable expenses (including attorneys’ fees), incurred in the Proceeding if his or her conduct was in good faith, he or she reasonably believed that his or her conduct was in, or not opposed to, the best interests of the corporation, and, in the case of any criminal Proceeding, had no reasonable cause to believe such conduct was unlawful; provided, however, that pursuant to Subsection 902(4): (i) indemnification under Section 902 in connection with a Proceeding by or in the right of the corporation is limited to payment of reasonable expenses (including attorneys’ fees) incurred in connection with the Proceeding and (ii) the corporation may not indemnify an Indemnifiable Director in connection with a Proceeding by or in the right of the corporation in which the Indemnifiable Director was adjudged liable to the corporation, or in connection with any other Proceeding charging that the Indemnifiable Director derived an improper personal benefit, whether or not involving action in his or her official capacity, in which Proceeding he or she was adjudged liable on the basis that he or she derived an improper personal benefit.

Section 16-10a-903 of the Revised Act provides that, unless limited by its articles of incorporation, a corporation shall indemnify an Indemnifiable Director who was successful, on the merits or otherwise, in the defense of any Proceeding, or in the defense of any claim, issue or matter in the Proceeding, to which he or she was a Party because he or she is or was an Indemnifiable Director of the corporation, against reasonable expenses (including attorneys’ fees) incurred in connection with the Proceeding or claim with respect to which he or she has been successful.

The Certificate of Incorporation of Tooele Hospital Corporation, provides, to the fullest extent authorized by the Utah Revised Business Corporation Act, for the indemnification of any member, manager, officer or employee of the company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of the company.

Virginia

Emporia Hospital Corporation, Franklin Hospital Corporation, and Virginia Hospital Company, LLC are incorporated or organized under the laws of State of Virginia.

Section 13.1-1009 of the Virginia Limited Liability Company Act permits a limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member or manager or other person for reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition of the proceeding.

Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia, as amended, permits a Virginia corporation to indemnify any director or officer for reasonable expenses incurred in any legal proceeding in advance of final disposition of the proceeding, if the director or officer furnishes the corporation with a written statement of his or her good faith belief that he or she has met the standard of conduct prescribed by the Code of Virginia and furnishes the corporation with a written undertaking to repay any funds advanced if it is ultimately determined that he or she did not meet the relevant standard of conduct. In addition, a corporation is permitted to indemnify a director or officer against liability incurred in a proceeding if a determination has been made by the disinterested members of the board of directors, special legal counsel or shareholders that the director or officer conducted himself or herself in good faith and otherwise met the required standard of conduct. In a proceeding by or in the right of the corporation, no indemnification shall be made in respect of any matter as to which a director or

 

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officer is adjudged to be liable to the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director or officer has met the relevant standard of conduct. In any other proceeding, no indemnification shall be made if the director or officer is adjudged liable to the corporation on the basis that he or she improperly received a personal benefit. Corporations are given the power to make any other or further indemnity, including advance of expenses, to any director or officer that may be authorized by the articles of incorporation or any bylaw made by the shareholders, or any resolution adopted, before or after the event, by the shareholders, except an indemnity against willful misconduct or a knowing violation of the criminal law. Unless limited by its articles of incorporation, indemnification against the reasonable expenses incurred by a director or officer is mandatory when he or she entirely prevails in the defense of any proceeding to which he or she is a party because he or she is or was a director or officer.

The Limited Liability Company Agreement of Virginia Hospital Company, LLC provide, to the fullest extent authorized by the Virginia Limited Liability Company Act, for the indemnification of any member, manager, officer or employee of the companies from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of the companies.

The bylaws of each of Emporia Hospital Corporation and Franklin Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Code of Virginia.

West Virginia

Oak Hill Hospital Corporation is incorporated under the laws of the State of West Virginia.

Section 31D-8-851 permits a corporation to indemnify an individual who is a party to a proceeding because he or she is a director or officer against liability incurred in the proceeding if He or she conducted himself or herself in good faith and reasonably believed that his or her conduct was in the best interests of the corporation or at least not opposed to the best interests of the corporation; and in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful; or engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation.

The bylaws of Oak Hill Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the West Virginia Business Corporation Act.

Wyoming

Evanston Hospital Corporation is incorporated under the laws of the State of Wyoming.

Section 17-16-851 of the Wyoming Business Corporation Act permits a corporation to indemnify an individual who is a party to a proceeding because he is a director or officer against liability incurred in the proceeding if he conducted himself in good faith and reasonably believed that his conduct was in or at least not opposed to the corporation’s best interests; and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation.

The bylaws of Evanston Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Wyoming Business Corporation Act.

Item 16. Exhibits.

See Exhibit Index immediately following the signature pages hereof, which is incorporated herein by reference.

 

 

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Item 17. Undertakings.

 

(a)

Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such

 

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effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or its securities provided by or on behalf of the undersigned registrants; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(b) Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of such annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referred to in Item 15, or otherwise, each of the registrants has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by such registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, on May 23, 2012.

 

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Wayne T. Smith, W. Larry Cash and Rachel A. Seifert and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name		Title		Date
/s/    Wayne T. Smith		Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)		May 23, 2012
Wayne T. Smith
/s/    W. Larry Cash		Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer)		May 23, 2012
W. Larry Cash
/s/    Kevin J. Hammons		Vice President and Chief Accounting Officer (Principal Accounting Officer)		May 23, 2012
Kevin J. Hammons
/s/    Rachel A. Seifert		Executive Vice President, Secretary, General Counsel and Director		May 23, 2012
Rachel A. Seifert

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, on May 23, 2012.

 

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Wayne T. Smith, W. Larry Cash and Rachel A. Seifert and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name		Title		Date
/s/    Wayne T. Smith		Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)		May 23, 2012
Wayne T. Smith
/s/    W. Larry Cash		Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer)		May 23, 2012
W. Larry Cash
/s/    Kevin J. Hammons		Vice President and Chief Accounting Officer (Principal Accounting Officer)		May 23, 2012
Kevin J. Hammons
/s/    John A. Clerico		Director		May 23, 2012
John A. Clerico

 

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Name		Title		Date
/s/    James S. Ely III		Director		May 23, 2012
James S. Ely III
/s/    William Norris Jennings, M.D.		Director		May 23, 2012
William Norris Jennings, M.D.
/s/    John A. Fry		Director		May 23, 2012
John A. Fry
/s/    H. Mitchell Watson		Director		May 23, 2012
H. Mitchell Watson
/s/    Julia B. North		Director		May 23, 2012
Julia B. North

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, on May 23, 2012.

 

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints W. Larry Cash and Rachel A. Seifert and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name		Title		Date
/s/    Martin G. Schweinhart		President and Director (Principal Executive Officer)		May 23, 2012
Martin G. Schweinhart
/s/    W. Larry Cash		Executive Vice President and Director (Principal Financial Officer)		May 23, 2012
W. Larry Cash
/s/    Kevin J. Hammons		Vice President (Principal Accounting Officer)		May 23, 2012
Kevin J. Hammons
/s/    Rachel A. Seifert		Executive Vice President, Secretary and Director		May 23, 2012
Rachel A. Seifert

 

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Schedule A-1

Registrants

 

Exact Name of Additional Registrants
Affinity Health Systems, LLC
Anna Hospital Corporation
Berwick Hospital Company, LLC
Big Bend Hospital Corporation
Big Spring Hospital Corporation
Birmingham Holdings II, LLC
Blue Island Hospital Company, LLC
Blue Island Illinois Holdings, LLC
Bluefield Holdings, LLC
Bluefield Hospital Company, LLC
Bluffton Health System, LLC
Brownsville Hospital Corporation
Bullhead City Hospital Corporation
Bullhead City Hospital Investment Corporation
Centre Hospital Corporation
CHHS Holdings, LLC
CHS Kentucky Holdings, LLC
CHS Pennsylvania Holdings, LLC
CHS Virginia Holdings, LLC
CHS Washington Holdings, LLC
Cleveland Hospital Corporation
Cleveland Tennessee Hospital Company, LLC
Clinton Hospital Corporation
Coatesville Hospital Corporation
Community GP Corp.
Community Health Investment Company, LLC
Community LP Corp.
CP Hospital GP, LLC
Deming Hospital Corporation
DHFW Holdings, LLC
Dyersburg Hospital Corporation
Emporia Hospital Corporation
Evanston Hospital Corporation
Fallbrook Hospital Corporation
Foley Hospital Corporation
Forrest City Arkansas Hospital Company, LLC
Forrest City Hospital Corporation
Fort Payne Hospital Corporation
Frankfort Health Partner, Inc.
Franklin Hospital Corporation
Galesburg Hospital Corporation
Granbury Hospital Corporation

 

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Exact Name of Additional Registrants
Granite City Hospital Corporation
Greenville Hospital Corporation
Hallmark Healthcare Company, LLC
Hospital of Barstow, Inc.
Hospital of Fulton, Inc.
Hospital of Louisa, Inc.
Hospital of Morristown, Inc.
Jackson Hospital Corporation (KY)
Jackson Hospital Corporation (TN)
Jourdanton Hospital Corporation
Kay County Hospital Corporation
Kirksville Hospital Company, LLC
Lakeway Hospital Corporation
Lancaster Hospital Corporation
Lexington Hospital Corporation
Longview Clinic Operations Company, LLC
Marion Hospital Corporation
Martin Hospital Corporation
Massillon Community Health System LLC
Massillon Holdings, LLC
McKenzie Tennessee Hospital Company, LLC
McNairy Hospital Corporation
MCSA, L.L.C.
Merger Legacy Holdings, LLC
Moberly Hospital Company, LLC
MWMC Holdings, LLC
Nanticoke Hospital Company, LLC
National Healthcare of Leesville, Inc.
National Healthcare of Mt. Vernon, Inc.
National Healthcare of Newport, Inc.
NC-DSH, LLC
Northampton Hospital Company, LLC
Oak Hill Hospital Corporation
Payson Hospital Corporation
Peckville Hospital Company, LLC
Pennsylvania Hospital Company, LLC
Phillips Hospital Corporation
Phoenixville Hospital Company, LLC
Pottstown Hospital Company, LLC
QHG Georgia Holdings II, LLC
QHG Georgia Holdings, Inc.
QHG of Bluffton Company, LLC
QHG of Clinton County, Inc.
QHG of Enterprise, Inc.
QHG of Forrest County, Inc.
QHG of Fort Wayne Company, LLC
QHG of Hattiesburg, Inc.

 

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Exact Name of Additional Registrants
QHG of Massillon, Inc.
QHG of South Carolina, Inc.
QHG of Spartanburg, Inc.
QHG of Springdale, Inc.
QHG of Warsaw Company, LLC
Quorum Health Resources, LLC
Red Bud Hospital Corporation
River Region Medical Corporation
Roswell Hospital Corporation
Ruston Hospital Corporation
Salem Hospital Corporation
San Miguel Hospital Corporation
Scranton Holdings, LLC
Scranton Hospital Company, LLC
Scranton Quincy Holdings, LLC
Scranton Quincy Hospital Company, LLC
Shelbyville Hospital Corporation
Siloam Springs Arkansas Hospital Company, LLC
Siloam Springs Holdings, LLC
Spokane Valley Washington Hospital Company, LLC
Spokane Washington Hospital Company, LLC
Tennyson Holdings, LLC
Tomball Texas Holdings, LLC
Tomball Texas Hospital Company, LLC
Tooele Hospital Corporation
Triad Healthcare Corporation
Triad Nevada Holdings, LLC
Triad-El Dorado, Inc.
Tunkhannock Hospital Company, LLC
Virginia Hospital Company, LLC
Warren Ohio Hospital Company, LLC
Warren Ohio Rehab Hospital Company, LLC
Watsonville Hospital Corporation
Waukegan Hospital Corporation
Weatherford Hospital Corporation
Webb Hospital Corporation
Webb Hospital Holdings, LLC
Wesley Health System, LLC
West Grove Hospital Company, LLC
Wilkes-Barre Behavioral Hospital Company, LLC
Wilkes-Barre Holdings, LLC
Wilkes-Barre Hospital Company, LLC
Williamston Hospital Corporation
Youngstown Ohio Hospital Company, LLC

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, on May 23, 2012.

Abilene Hospital, LLC

Triad-ARMC, LLC

By: Abilene Merger, LLC

Its: Sole Member

    By: Triad Holdings V, LLC

    Its: Sole Member

        By: Tennyson Holdings, LLC

        Its: Sole Member

Abilene Merger, LLC

Carlsbad Medical Center, LLC

Desert Hospital Holdings, LLC

Hobbs Medco, LLC

Las Cruces Medical Center, LLC

Palmer-Wasilla Health System, LLC

San Angelo Medical, LLC

WHMC, LLC

Woodland Heights Medical Center, LLC

By: Triad Holdings V, LLC

Its: Sole Member

    By: Tennyson Holdings, LLC

    Its: Sole Member

Affinity Hospital, LLC

By: Affinity Health Systems, LLC

Its: Sole Member

Birmingham Holdings, LLC

College Station Merger, LLC

CPLP, LLC

GRMC Holdings, LLC

Longview Merger, LLC

Lutheran Health Network of Indiana, LLC

MMC of Nevada, LLC

Southern Texas Medical Center, LLC

Triad Holdings IV, LLC

Triad Holdings V, LLC

Triad of Alabama, LLC

Triad of Oregon, LLC

Triad-Navarro Regional Hospital Subsidiary, LLC

By: Tennyson Holdings, LLC

Its: Sole Member

 

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Brownwood Medical Center, LLC

Medical Center of Brownwood, LLC

By: Southern Texas Medical Center, LLC

Its: Sole Member

    By: Tennyson Holdings, LLC

    Its: Sole Member

Brownwood Hospital, L.P.

By: Brownwood Medical Center, LLC

Its: General Partner

Clarksville Holdings, LLC

Vicksburg Healthcare, LLC

By: River Region Medical Corporation

Its: Sole Member

College Station Hospital, L.P.

By: College Station Medical Center, LLC

Its: General Partner

College Station Medical Center, LLC

CSMC, LLC

By: College Station Merger, LLC

Its: Sole Member

    By: Tennyson Holdings, LLC

    Its: Sole Member

Crestwood Hospital, LLC

VHC Medical, LLC

By: Triad Holdings III, LLC

Its: Sole Member

    By: Triad Holdings IV, LLC

    Its: Sole Member

        By: Tennyson Holdings, LLC

        Its: Sole Member

Crestwood Hospital, LP, LLC

By: Crestwood Hospital, LLC

Its: Sole Member

    By: Triad Holdings III, LLC

    Its: Sole Member

        By: Triad Holdings IV, LLC

        Its: Sole Member

            By: Tennyson Holdings, LLC

            Its: Sole Member

CSRA Holdings, LLC

By: QHG Georgia Holdings, Inc.

Its: Sole Member

Deaconess Holdings, LLC

Triad Holdings III, LLC

Women & Children’s Hospital, LLC

Woodward Health System, LLC

By: Triad Holdings IV, LLC

Its: Sole Member

 

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    By: Tennyson Holdings, LLC

    Its: Sole Member

Deaconess Hospital Holdings, LLC

By: Deaconess Holdings, LLC

Its: Sole Member

    By: Triad Holdings IV, LLC

    Its: Sole Member

        By: Tennyson Holdings, LLC

        Its: Sole Member

Detar Hospital, LLC

Victoria Hospital, LLC

By: VHC Medical, LLC

Its: Sole Member

    By: Triad Holdings III, LLC

    Its: Sole Member

        By: Triad Holdings IV, LLC

        Its: Sole Member

            By: Tennyson Holdings, LLC

            Its: Sole Member

DHSC, LLC

By: Massillon Community Health System, LLC

Its: Sole Member

Dukes Health System, LLC

By: QHG of Clinton County, Inc.

Its: Sole Member

Gadsen Regional Medical Center, LLC

By: GRMC Holdings, LLC

Its: Sole Member

    By: Tennyson Holdings, LLC

    Its: Sole Member

Granite City Illinois Hospital Company, LLC

By: Granite City Hospital Corporation

Its: Sole Member

Kay County Oklahoma Hospital Company, LLC

By: Kay County Hospital Corporation

Its: Sole Member

Lea Regional Hospital, LLC

By: Hobbs Medco, LLC

Its: Sole Member

    By: Triad Holdings V, LLC

    Its: Sole Member

        By: Tennyson Holdings, LLC

        Its: Sole Member

 

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Longview Medical Center, L.P.

By: Regional Hospital of Longview, LLC

Its: General Partner

LRH, LLC

Regional Hospital of Longview, LLC

By: Longview Merger, LLC

Its: Sole Member

    By: Tennyson Holdings, LLC

    Its: Sole Member

Massillon Health System LLC

By: QHG of Massillon, Inc.

Its: Sole Member

Navarro Hospital, L.P.

By: Navarro Regional, LLC

Its: General Partner

Navarro Regional, LLC

NRH, LLC

By: Triad-Navarro Regional Hospital Subsidiary, LLC

Its: Sole Member

    By: Tennyson Holdings, LLC

    Its: Sole Member

Northwest Hospital, LLC

Oro Valley Hospital, LLC

By: NOV Holdings, LLC

Its: Sole Member

    By: Desert Hospital Holdings, LLC

    Its: Sole Member

        By: Triad Holdings V, LLC

        Its: Sole Member

            By: Tennyson Holdings, LLC

            Its: Sole Member

NOV Holdings, LLC

By: Desert Hospital Holdings, LLC

Its: Sole Member

    By: Triad Holdings V, LLC

    Its: Sole Member

        By: Tennyson Holdings, LLC

        Its: Sole Member

QHG Georgia, LP

By: QHG Georgia Holdings, Inc.

Its: General Partner

Red Bud Illinois Hospital Company, LLC

By: Red Bud Hospital Corporation

Its: Sole Member

 

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Ruston Louisiana Hospital Company, LLC

By: Ruston Hospital Corporation

Its: Sole Member

SACMC, LLC

San Angelo Community Medical Center, LLC

By: San Angelo Medical, LLC

Its: Sole Member

    By: Triad Holdings V, LLC

    Its: Sole Member

        By: Tennyson Holdings, LLC

        Its: Sole Member

Victoria of Texas, L.P.

By: Detar Hospital, LLC

Its: General Partner

Waukegan Illinois Hospital Company, LLC

By: Waukegan Hospital Corporation

Its: Sole Member

Weatherford Texas Hospital Company, LLC

By: Weatherford Hospital Corporation

Its: Sole Member

By: /s/ W. Larry Cash                                                         

W. Larry Cash

Executive Vice President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints W. Larry Cash and Rachel A. Seifert and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name		Title		Date
/s/ Martin G. Schweinhart		President and Director (Principal Executive Officer)		May 23, 2012
Martin G. Schweinhart
/s/ W. Larry Cash		Executive Vice President and Director (Principal Financial Officer)		May 23, 2012
W. Larry Cash

 

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Name		Title		Date
/s/ Kevin J. Hammons		Vice President (Principal Accounting Officer)		May 23, 2012
Kevin J. Hammons
/s/ Rachel A. Seifert		Executive Vice President, Secretary and Director		May 23, 2012
Rachel A. Seifert

 

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EXHIBIT INDEX

 

Exhibit No.		Description
1.1*		Form of Underwriting Agreement
3.1		Restated Certificate of Incorporation of Community Health Systems, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 4 to Community Health Systems, Inc.’s Registration Statement on Form S-1/A filed June 8, 2000 (No. 333-31790))
3.2		Certificate of Amendment to the Restated Certificate of Incorporation of Community Health Systems, Inc., dated May 18, 2010 (incorporated by reference to Exhibit 3.2 to Community Health Systems, Inc.’s Current Report on Form 8-K filed May 20, 2010 (No. 001-15925))
3.3		Amended and Restated Bylaws of Community Health Systems, Inc. (as of February 27, 2008) (incorporated by reference to Exhibit 3(ii).1 to Community Health Systems, Inc.’s Current Report on Form 8-K filed February 29, 2008 (No. 001-15925))
4.1		Form of Indenture relating to the senior debt securities
4.2*		Form of Indenture relating to the subordinated debt securities
4.3		Form of Senior Debt Security (included as Exhibit A to Exhibit 4.1 hereto)
4.4*		Form of Subordinated Debt Security
4.5*		Form of Certificate of Designation
4.6*		Form of Depositary Agreement
4.7*		Form of Depositary Receipt
4.8*		Form of Warrant
4.9		Form of Common Stock Certificate of Community Health Systems, Inc. (incorporated by reference to Exhibit 4.1 to Community Health Systems, Inc.’s Registration Statement on Form S-1 (No. 333-37190))
4.10*		Form of Preferred Stock Certificate of Community Health Systems, Inc.
5.1		Opinion of Kirkland & Ellis LLP
5.2		Opinion of Bradley Arant Boult Cummings LLP (Alabama law)
5.3		Opinion of Kutak Rock LLP (Arkansas law)
5.4		Opinion of Snell & Wilmer L.L.P. (Arizona law)
5.5		Opinion of King & Spalding LLP (Georgia law)
5.6		Opinion of Bingham Greenbaum Doll LLP (Indiana, Kentucky and Ohio law)
5.7		Opinion of Bradley Arant Boult Cummings LLP (Mississippi law)
5.8		Opinion of Bradley Arant Boult Cummings LLP (North Carolina law)
5.9		Opinion of Ballard Spahr LLP (New Jersey law)
5.10		Opinion of Modrall, Sperling, Roehl, Harris & Sisk, P.A. (New Mexico law)
5.11		Opinion of Lionel Sawyer & Collins (Nevada law)
5.12		Opinion of McAfee & Taft (Oklahoma law)
5.13		Opinion of Ballard Spahr LLP (Pennsylvania law)
5.14		Opinion of Parker Poe Adams & Bernstein LLP for QHG of South Carolina, Inc. (South Carolina law)
5.15		Opinion of Parker Poe Adams & Bernstein LLP for QHG of Spartanburg, Inc. (South Carolina law)
5.16		Opinion of Bradley Arant Boult Cummings LLP (Tennessee law)
5.17		Opinion of Liechty & McGinnis, LLP (Texas law)
5.18		Opinion of Ballard Spahr LLP (Utah law)
5.19		Opinion of Hancock, Daniel, Johnson & Nagle, P.C. for Emporia Hospital Corporation (Virginia law)
5.20		Opinion of Steptoe & Johnson LLP (West Virginia law)
5.21		Opinion of Crowley Fleck PLLP (Wyoming law)

 

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Exhibit No.		Description
5.22		Opinion of Hancock, Daniel, Johnson & Nagle, P.C. for Franklin Hospital Corporation (Virginia law)
5.23		Opinion of Hancock, Daniel, Johnson & Nagle, P.C. for Virginia Hospital Corporation (Virginia law)
12.1		Computation of Ratio of Earnings to Fixed Charges
23.1		Consent of Deloitte & Touche LLP
23.2		Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)
23.3		Consent of Bradley Arant Boult Cummings LLP (included in Exhibit 5.2)
23.4		Consent of Kutak Rock LLP (included in Exhibit 5.3)
23.5		Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.4)
23.6		Consent of Opinion of King & Spalding LLP (included in Exhibit 5.5)
23.7		Consent of Bingham Greenbaum Doll LLP (included in Exhibit 5.6)
23.8		Consent of Bradley Arant Boult Cummings LLP (Mississippi law opinion) (included in Exhibit 5.7)
23.9		Consent of Bradley Arant Boult Cummings LLP (North Carolina law opinion) (included in Exhibit 5.8)
23.10		Consent of Ballard Spahr LLP (New Jersey law opinion) (included in Exhibit 5.9)
23.11		Consent of Modrall, Sperling, Roehl, Harris & Sisk, P.A. (included in Exhibit 5.10)
23.12		Consent of Lionel Sawyer & Collins (included in Exhibit 5.11)
23.13		Consent of McAfee & Taft (included in Exhibit 5.12)
23.14		Consent of Ballard Spahr LLP (Pennsylvania law opinion) (included in Exhibit 5.13)
23.15		Consent of Parker Poe Adams & Bernstein LLP (QHG of South Carolina, Inc. opinion) (included in Exhibit 5.14)
23.16		Consent of Parker Poe Adams & Bernstein LLP (QHG of Spartanburg, Inc. opinion) (included in Exhibit 5.15)
23.17		Consent of Bradley Arant Boult Cummings LLP (Tennessee law opinion) (included in Exhibit 5.16)
23.18		Consent of Liechty & McGinnis, LLP (included in Exhibit 5.17)
23.19		Consent of Ballard Spahr LLP (Utah law opinion) (included in Exhibit 5.18)
23.20		Consent of Hancock, Daniel, Johnson & Nagle, P.C. (Emporia Hospital Corporation opinion) (included in Exhibit 5.19)
23.21		Consent of Steptoe & Johnson LLP (included in Exhibit 5.20)
23.22		Consent of Crowley Fleck PLLP (included in Exhibit 5.21)
23.23		Consent of Hancock, Daniel, Johnson & Nagle, P.C. (Franklin Hospital Corporation opinion) (included in Exhibit 5.22)
23.24		Consent of Hancock, Daniel, Johnson & Nagle, P.C. (Virginia Hospital Corporation opinion) (included in Exhibit 5.23)
24.1		Power of Attorney (included in the signature pages hereto)
25.1		Statement of Eligibility of Trustee on Form T-1 for senior indenture
25.2*		Statement of Eligibility of Trustee on Form T-1 for subordinated indenture

 

*	To be filed by amendment or as an exhibit with a subsequent Current Report on Form 8-K in connection with a specific offering.

 

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