Community Health Systems said its board has approved the distribution to its stockholders of 100% of the common stock of a new, independent publicly traded company, Quorum Health Corporation (QHC).
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If the spin-off proceeds as anticipated, each CHS stockholder of record as of April 22, 2016, the record date for the distribution, will receive on April 29, 2016, the distribution date, one share of QHC common stock for every four shares of CHS common stock held as of the record date.
No fractional shares of QHC common stock will be issued in connection with the distribution.
The spin-off is expected to become effective on April 29, 2016. Following the spin-off, QHC will own or lease a portfolio of 38 hospitals with an aggregate of 3,582 licensed beds.
The hospitals are geographically diversified across 16 states, primarily located in cities or counties having populations of 50,000 or less. QHC will also operate Quorum Health Resources, LLC, a leading hospital management advisory and consulting services business.
CHS will remain one of the largest publicly traded hospital companies in the United States and a leading operator of general acute care hospitals in communities across the country.
Immediately following the completion of the spin-off, CHS’ stockholders will own all of the outstanding shares of common stock of QHC.
Beginning on or about April 20, 2016, and continuing up to and through the distribution date, it is expected that there will be two markets in CHS common stock.
Shares that trade in the "regular way" market will be entitled to shares of QHC common stock distributed pursuant to the distribution; shares that trade in the "ex-distribution" market will trade without an entitlement to shares of QHC common stock distributed pursuant to the distribution.
Shares of CHS in the "ex-distribution" market will trade under the symbol "CYH WI."
QHC anticipates that "when-issued" trading will begin on or about April 20, 2016, and will continue up to and through the distribution date. Shares of QHC in the "when-issued" market will trade under the symbol "QHC WI."
"Regular-way" trading in QHC’s common stock is expected to begin on May 2, 2016, the first trading day following the completion of the spin-off although this date may change if certain conditions are not satisfied by that date. ■