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Community Health Network, Inc PRELIMINARY OFFERING MEMORANDUM DATED FEBRUARY 1, 2018 NEW ISSUE Standard & Poor’s: “A” BOOK-ENTRY ONLY Moody’s: “A2” See “RATINGS” $202,000,000* COMMUNITY HEALTH NETWORK, INC. Taxable Bonds, Series 2018A Dated: date of delivery Due: as shown below Community Health Network, Inc., an Indiana nonprofit corporation (“CHNw”), will issue its Taxable Bonds, Series 2018A (the “Series 2018A Bonds”), pursuant to a Trust Indenture by and between CHNw and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Bond Trustee”), dated as of February 1, 2018. Interest on the Series 2018A Bonds will accrue from their date of delivery and will be payable on May 1 and November 1 of each year, commencing May 1, 2018. See “SERIES 2018A BONDS−General.” The Series 2018A Bonds will be issued as fully registered bonds without coupons, in denominations of $1,000 or any integral multiple thereof, and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), New York, New York. DTC will act as the initial securities depository for the Series 2018A Bonds. So long as Cede & Co. is the registered owner of the Series 2018A Bonds, as nominee of DTC, references herein to the owners or holders of the Series 2018A Bonds mean Cede & Co., as nominee for DTC, and not the Beneficial Owners (as hereinafter defined) of the Series 2018A Bonds. See “SERIES 2018A BONDS–Book-Entry Only System.” The Series 2018A Bonds are general obligations of CHNw. Payment of the principal of and premium, if any, and interest on the Series 2018A Bonds is secured by certain payments to be made by the Obligated Group Members (as hereinafter defined) under a Master Note Obligation, Series 2018A (the “Series 2018A Note”), to be issued by CHNw under an Amended and Restated Master Trust Indenture by and between the Obligated Group Members and The Bank of New York Mellon Trust Company, N.A., as successor master trustee, dated as of November 27, 2012, as supplemented and amended to date. CHNw, Community Hospital South, Inc., an Indiana nonprofit corporation, and Community Howard Regional Health, Inc., an Indiana nonprofit corporation, are currently the only Obligated Group Members. The Series 2018A Note is a joint and several obligation of each Obligated Group Member. Payment of the principal of and premium, if any, and interest on the Series 2018A Note is secured by the Unrestricted Receivables (as hereinafter defined) of the Obligated Group Members. See “SOURCES OF PAYMENT AND SECURITY FOR SERIES 2018A BONDS.” Maturity Schedule Maturity Principal Interest Date Amount Rate Price CUSIP1 The Series 2018A Bonds are subject to optional redemption and purchase in lieu of redemption prior to maturity, as set forth in this Offering Memorandum. See “SERIES 2018A BONDS—Redemption.” The proceeds from the sale of the Series 2018A Bonds will be used by CHNw for general corporate purposes of CHNw and to pay costs of issuance of the Series 2018A Bonds. See “INTRODUCTION—Use of Proceeds.” There are risks involved in a purchase of the Series 2018A Bonds. See “BONDHOLDERS’ RISKS.” Interest on and gain, if any, on the sale of the Series 2018A Bonds are not excludable from gross income for federal, state or local income tax purposes. See “CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS.” The Series 2018A Bonds have not been registered under the Securities Act of 1933, as amended, or any state securities laws. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Offering Memorandum to obtain information essential to the making of an informed investment decision. The Series 2018A Bonds are offered when, as and if issued and received by the Underwriters, subject to prior sale, to withdrawal or modification of the offer without notice, and to approval of their validity by Ice Miller LLP, Indianapolis, Indiana, bond counsel. Certain legal matters will be passed upon for the Obligated Group Members by Karen Ann Lloyd, Esquire, Indianapolis, Indiana, Executive Vice President of Legal Affairs and General Counsel of CHNw, and for the Underwriters by Barnes & Thornburg LLP, Indianapolis, Indiana. Hammond Hanlon Camp LLC is financial advisor to CHNw in connection with the issuance of the Series 2018A Bonds. It is expected that the Series 2018A Bonds in definitive form will be available for delivery in book-entry form to DTC in New York, New York, or to its custodial agent, on or about February __, 2018. Wells Fargo Securities PNC Capital Markets LLC Offering Memorandum dated: _____________, 2018 * Preliminary and subject to change. 1 Copyright 2018, American Bankers Association. CUSIP data is provided by Standard & Poor’s CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. CUSIP numbers are included solely for convenience of reference. None of the CHNw, the Underwriters or the This Preliminary Offering Memorandum and information contained in it are subject to change, completion or amendment without notice. The Series 2018A Bonds may not be sold and offers to buy may not be accepted priorbe not the time the to may buy to offers and sold be not SeriesThe may 2018A Bonds notice. without or amendment completion change, to subject are it contained in This Preliminary information and Memorandum Offering sale of the Seriesbuy and there shall not be any 2018A Bonds in to to sell or the solicitation of an offer Under no circumstances shall this Preliminary constitute an offer Memorandum Offering form. in final is delivered Memorandum Offering of that jurisdiction. under the securities laws exemption prior qualification or to registration, be unlawful solicitation or sale would jurisdictionany in which such offer, Bond Trustee assumes any responsibility for the accuracy of such numbers. [THIS PAGE INTENTIONALLY LEFT BLANK] TABLE OF CONTENTS GENERAL INFORMATION ...................................................................................................................................... iii SUMMARY OF OFFERING .......................................................................................................................................iv INTRODUCTION ......................................................................................................................................................... 1 Purpose of Offering Memorandum ....................................................................................................................... 1 Series 2018A Bonds .............................................................................................................................................. 1 Obligated Group Members .................................................................................................................................... 1 Use of Proceeds ..................................................................................................................................................... 2 Series 2018A Note ................................................................................................................................................ 2 Master Indenture ................................................................................................................................................... 2 Substitution of Notes ............................................................................................................................................. 4 Bondholders’ Risks ............................................................................................................................................... 4 Additional Bonds .................................................................................................................................................. 4 Other Information ................................................................................................................................................. 4 SERIES 2018A BONDS ............................................................................................................................................... 5 General .................................................................................................................................................................. 5 Redemption ........................................................................................................................................................... 5 Transfer and Exchange; Bond Registrar ............................................................................................................... 7 Book-Entry Only System ...................................................................................................................................... 8 SOURCES OF PAYMENT AND SECURITY FOR SERIES 2018A BONDS .......................................................... 10 Series 2018A Bonds ............................................................................................................................................ 10 Additional Bonds ................................................................................................................................................ 11 Series 2018A Note .............................................................................................................................................. 11 Master Indenture ................................................................................................................................................
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