UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
|
Community
Health Systems, Inc. |
| (Name of Issuer) |
| |
|
Common Stock,
par value $0.01 per share |
| (Title of Class of Securities) |
| |
|
203668108 |
| (CUSIP Number) |
| |
| November 5, 2024 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
| ¨ |
Rule 13d-1(b) |
| ý |
Rule 13d-1(c) |
| ¨ |
Rule 13d-1(d) |
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
| 1 |
Name
of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo Accord+ Aggregator A, L.P. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| |
(a)
¨ |
| (b)
¨ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENship
or place of organization |
| Cayman Islands |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 1,487,985 shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 1,487,985 shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 1,487,985 shares |
| 10 |
check
box if the aggregate amount in row (9) excludes certain shares (See
Instructions) x |
| 11 |
percent
of class represented by amount in row (9) |
| 1.1% |
| 12 |
type
of reporting person (See Instructions) |
| PN |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo Accord+ Management, L.P. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| |
(a)
¨ |
| (b)
¨ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENship
or place of organization |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 1,487,985 shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 1,487,985 shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 1,487,985 shares |
| 10 |
check
box if the aggregate amount in row (9) excludes certain shares (See
Instructions) x |
| 11 |
percent
of class represented by amount in row (9) |
| 1.1% |
| 12 |
type
of reporting person (See Instructions) |
| PN |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo Credit Strategies Master Fund Ltd. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| |
(a)
¨ |
| (b)
¨ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENship
or place of organization |
| Cayman Islands |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 4,548,342 shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 4,548,342 shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 4,548,342 shares |
| 10 |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) x |
| 11 |
percent
of class represented by amount in row (9) |
| 3.3% |
| 12 |
type
of reporting person (See Instructions) |
| CO |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo ST Fund Management LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| |
(a)
¨ |
| (b)
¨ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENship
or place of organization |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 4,548,342 shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 4,548,342 shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 4,548,342 shares |
| 10 |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) x |
| 11 |
percent
of class represented by amount in row (9) |
| 3.3% |
| 12 |
type
of reporting person (See Instructions) |
| OO |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo ST Operating LP |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| |
(a)
¨ |
| (b)
¨ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENship
or place of organization |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 4,548,342 shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 4,548,342 shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 4,548,342 shares |
| 10 |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) x |
| 11 |
percent
of class represented by amount in row (9) |
| 3.3% |
| 12 |
type
of reporting person (See Instructions) |
| PN |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo ST Capital LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| |
(a)
¨ |
| (b)
¨ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENship
or place of organization |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 4,548,342 shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 4,548,342 shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 4,548,342 shares |
| 10 |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) x |
| 11 |
percent
of class represented by amount in row (9) |
| 3.3% |
| 12 |
type
of reporting person (See Instructions) |
| OO |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| ST Management Holdings, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| |
(a)
¨ |
| (b)
¨ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENship
or place of organization |
| Cayman Islands |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 4,548,342 shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 4,548,342 shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 4,548,342 shares |
| 10 |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) x |
| 11 |
percent
of class represented by amount in row (9) |
| 3.3% |
| 12 |
type
of reporting person (See Instructions) |
| OO |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo Credit Strategies Absolute Return Aggregator A, L.P. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| |
(a)
¨ |
| (b)
¨ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENship
or place of organization |
| Cayman Islands |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 431,992 shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 431,992 shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 431,992 shares |
| 10 |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) x |
| 11 |
percent
of class represented by amount in row (9) |
| 0.3% |
| 12 |
type
of reporting person (See Instructions) |
| PN |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo Credit Strategies Absolute Return Management, L.P. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| |
(a)
¨ |
| (b)
¨ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENship
or place of organization |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 431,992 shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 431,992 shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 431,992 shares |
| 10 |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) x |
| 11 |
percent
of class represented by amount in row (9) |
| 0.3% |
| 12 |
type
of reporting person (See Instructions) |
| PN |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo Credit Strategies Absolute Return Management, GP, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| |
(a)
¨ |
| (b)
¨ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENship
or place of organization |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 431,992 shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 431,992 shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 431,992 shares |
| 10 |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) x |
| 11 |
percent
of class represented by amount in row (9) |
| 0.3% |
| 12 |
type
of reporting person (See Instructions) |
| OO |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo Credit Management, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| |
(a)
¨ |
| (b)
¨ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENship
or place of organization |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 56,733 shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 56,733 shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 56,733 shares |
| 10 |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) x |
| 11 |
percent
of class represented by amount in row (9) |
| 0.0% |
| 12 |
type
of reporting person (See Instructions) |
| OO |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo Capital Credit Management, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| |
(a)
¨ |
| (b)
¨ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENship
or place of organization |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 56,733 shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 56,733 shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 56,733 shares |
| 10 |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) x |
| 11 |
percent
of class represented by amount in row (9) |
| 0.0% |
| 12 |
type
of reporting person (See Instructions) |
| OO |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo SA Management, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| |
(a)
¨ |
| (b)
¨ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENship
or place of organization |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 58,654 shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 58,654 shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 58,654 shares |
| 10 |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) x |
| 11 |
percent
of class represented by amount in row (9) |
| 0.0% |
| 12 |
type
of reporting person (See Instructions) |
| OO |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo PPF Credit Strategies, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| |
(a)
¨ |
| (b)
¨ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENship
or place of organization |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 338,349 shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 338,349 shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 338,349 shares |
| 10 |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) x |
| 11 |
percent
of class represented by amount in row (9) |
| 0.2% |
| 12 |
type
of reporting person (See Instructions) |
| OO |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo PPF Credit Strategies Management, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| |
(a)
¨ |
| (b)
¨ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENship
or place of organization |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 338,349 shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 338,349 shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 338,349 shares |
| 10 |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) x |
| 11 |
percent
of class represented by amount in row (9) |
| 0.2% |
| 12 |
type
of reporting person (See Instructions) |
| OO |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo Capital Management, L.P. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| |
(a)
¨ |
| (b)
¨ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENship
or place of organization |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 7,089,604 shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 7,089,604 shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 7,089,604 shares |
| 10 |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) ¨ |
| 11 |
percent
of class represented by amount in row (9) |
| 5.1% |
| 12 |
type
of reporting person (See Instructions) |
| PN |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo Capital Management GP, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| |
(a)
¨ |
| (b)
¨ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENship
or place of organization |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 7,089,604 shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 7,089,604 shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 7,089,604 shares |
| 10 |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) ¨ |
| 11 |
percent
of class represented by amount in row (9) |
| 5.1% |
| 12 |
type
of reporting person (See Instructions) |
| OO |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo Management Holdings, L.P. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| |
(a)
¨ |
| (b)
¨ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENship
or place of organization |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 7,089,604 shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 7,089,604 shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 7,089,604 shares |
| 10 |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) ¨ |
| 11 |
percent
of class represented by amount in row (9) |
| 5.1% |
| 12 |
type
of reporting person (See Instructions) |
| PN |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo Management Holdings GP, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| |
(a)
¨ |
| (b)
¨ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENship
or place of organization |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 7,089,604 shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 7,089,604 shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 7,089,604 shares |
| 10 |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) ¨ |
| 11 |
percent
of class represented by amount in row (9) |
| 5.1% |
| 12 |
type
of reporting person (See Instructions) |
| OO |
| |
|
|
|
|
| Item
1. | (a) |
Name of Issuer |
Community Health Systems, Inc.
| (b) | Address
of Issuer’s Principal Executive Offices |
4000 Meridian Boulevard, Franklin, Tennessee
37067
| Item 2. | (a) |
Name of Person Filing |
This statement
is filed by (i) Apollo Accord+ Aggregator A, L.P. (“Accord+”); (ii) Apollo Accord+ Management, L.P. (“Accord+ Management”);
(iii) Apollo Credit Strategies Master Fund Ltd. (“Credit Strategies”); (iv) Apollo ST Fund Management LLC (“ST Management”);
(v) Apollo ST Operating LP (“ST Operating”); (vi) Apollo ST Capital LLC (“ST Capital”); (vii) ST Management Holdings,
LLC (“ST Management Holdings”); (viii) Apollo Credit Strategies Absolute Return Aggregator A, L.P. (“Absolute Return”);
(ix) Apollo Credit Strategies Absolute Return Management, L.P. (“Absolute Return Management”); (x) Apollo Credit Strategies
Absolute Return Management GP, LLC (“Absolute Return Management GP”); (xi) Apollo Credit Management, LLC (“ACM”);
(xii) Apollo Capital Credit Management, LLC (“ACCM”); (xiii) Apollo SA Management, LLC (“SA Management”); (xiv)
Apollo PPF Credit Strategies, LLC (“PPF Credit Strategies”); (xv) Apollo PPF Credit Strategies Management, LLC (“PPF
Management”); (xvi) Apollo Capital Management, L.P. (“Capital Management”); (xvii) Apollo Capital Management GP, LLC
(“Capital Management GP”); (xviii) Apollo Management Holdings, L.P. (“Management Holdings”); and (xix) Apollo
Management Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively referred to herein as the “Reporting
Persons.”
Accord+,
Credit Strategies, Absolute Return, and PPF Credit Strategies each hold securities of the Issuer.
Accord+
Management serves as the investment manager of Accord+. ST Management serves as the investment manager for Credit Strategies. ST Operating
is the sole member of ST Management. The general partner of ST Operating is ST Capital. ST Management Holdings is the sole member
of ST Capital. Absolute Return Management serves as the investment manager of Absolute Return. Absolute Return Management GP is the general
partner of Absolute Return Management.
ACM provides
investment management services for FASF Franklin K2 Alternative Strategies Fund (“FASF-Franklin K2”). ACCM is the sole member
of ACM.
SA Management
provides investment management services for Franklin Templeton Investment Funds - Franklin K2 Alternative Strategies Fund (“FTIF-Franklin
K2”).
PPF Management serves as the investment
manager of PPF Credit Strategies.
Capital Management serves as the sole
member of ACCM, Absolute Return Management GP, PPF Management, and SA Management, the sole member and manager of ST Management Holdings,
the sole limited partner of Accord+ Management, and provides investment management services for K2 Apollo Credit Master Fund Ltd. (“K2
Apollo”). Capital Management GP serves as the general partner of Capital Management. Management Holdings serves as the sole member
and manager of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings.
| (b) | Address
of Principal Business Office or, if none, Residence |
The principal office
of each of Accord+, Accord+ Management, ST Management, ST Operating, ST Capital, ST Management Holdings, Absolute Return, Absolute Return
Management, Absolute Return Management GP, ACM, ACCM, SA Management, PPF Management, Capital Management, Capital Management GP, Management
Holdings, and Management Holdings GP is 9 W. 57th Street, 41st Floor, New York, New York 10019. The principal office
of PPF Credit Strategies is 100 West Putnam Avenue, Greenwich, Connecticut 06830. The principal office of Credit Strategies is c/o Walkers
Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands.
Credit
Strategies is an exempted company incorporated in the Cayman Islands with limited liability. Accord+ and Absolute Return are each a
Cayman Islands exempted limited partnership. PPF Credit Strategies, ST Management, ST Capital, ST Management Holdings, Absolute
Return Management GP, ACM, ACCM, SA Management, PPF Management, Capital Management GP, and Management Holdings GP are each a
Delaware limited liability company. ST Operating, Accord+ Management, Absolute Return Management, Capital Management, and Management
Holdings are each a Delaware limited partnership.
| (d) | Title
of Class of Securities |
Common
Stock, par value $0.01 per share (the “Common Stock”).
203668108
| Item 3. | If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether
the person filing is a: |
Not
applicable.
Beneficial
ownership information of the Common Stock is reported as of November 5, 2024.
| (a) | Amount beneficially owned: |
| Accord+ | |
| 1,487,985 | |
| Accord+ Management | |
| 1,487,985 | |
| Credit Strategies | |
| 4,548,342 | |
| ST Management | |
| 4,548,342 | |
| ST Operating | |
| 4,548,342 | |
| ST Capital | |
| 4,548,342 | |
| ST Management Holdings | |
| 4,548,342 | |
| Absolute Return | |
| 431,992 | |
| Absolute Return Management | |
| 431,992 | |
| Absolute Return Management GP | |
| 431,992 | |
| ACM | |
| 56,733 | |
| ACCM | |
| 56,733 | |
| SA Management | |
| 58,654 | |
| PPF Credit Strategies | |
| 338,349 | |
| PPF Management | |
| 338,349 | |
| Capital Management | |
| 7,089,604 | |
| Capital Management GP | |
| 7,089,604 | |
| Management Holdings | |
| 7,089,604 | |
| Management Holdings GP | |
| 7,089,604 | |
Accord+,
Credit Strategies, Absolute Return, and PPF Credit Strategies each disclaim beneficial ownership of all shares of Common Stock
included in this report other than the shares of Common Stock held of record by such Reporting Person, and the filing of this report
shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. Accord+
Management, ST Management, ST Operating, ST Capital, ST Management Holdings, Absolute Return Management, Absolute Return Management
GP, ACM, ACCM, SA Management, PPF Management, Capital Management, Capital Management GP, Management Holdings and Management
Holdings GP, and Messrs. Scott Kleinman, James Zelter and Marc Rowan, the managers, as well as executive officers, of
Management Holdings GP, each disclaim beneficial ownership of all shares of Common Stock included in this report, and the
filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such
securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any
other purpose.
| Accord+ | |
| 1.1 | % |
| Accord+ Management | |
| 1.1 | % |
| Credit Strategies | |
| 3.3 | % |
| ST Management | |
| 3.3 | % |
| ST Operating | |
| 3.3 | % |
| ST Capital | |
| 3.3 | % |
| ST Management Holdings | |
| 3.3 | % |
| Absolute Return | |
| 0.3 | % |
| Absolute Return Management | |
| 0.3 | % |
| Absolute Return Management GP | |
| 0.3 | % |
| ACM | |
| 0.0 | % |
| ACCM | |
| 0.0 | % |
| SA Management | |
| 0.0 | % |
| PPF Credit Strategies | |
| 0.2 | % |
| PPF Management | |
| 0.2 | % |
| Capital Management | |
| 5.1 | % |
| Capital Management GP | |
| 5.1 | % |
| Management Holdings | |
| 5.1 | % |
| Management Holdings GP | |
| 5.1 | % |
The percentages
are based on 138,948,058 shares of Common Stock outstanding as of October 18, 2024, as disclosed in the Issuer’s Quarterly
Report on Form 10-Q filed on October 24, 2024.
| (c) | Number of shares as to which
the person has: |
| (i) | Sole power to vote or to direct
the vote: |
0 for all Reporting Persons
| (ii) | Shared power to vote or to direct
the vote: |
| Accord+ | |
| 1,487,985 | |
| Accord+ Management | |
| 1,487,985 | |
| Credit Strategies | |
| 4,548,342 | |
| ST Management | |
| 4,548,342 | |
| ST Operating | |
| 4,548,342 | |
| ST Capital | |
| 4,548,342 | |
| ST Management Holdings | |
| 4,548,342 | |
| Absolute Return | |
| 431,992 | |
| Absolute Return Management | |
| 431,992 | |
| Absolute Return Management GP | |
| 431,992 | |
| ACM | |
| 56,733 | |
| ACCM | |
| 56,733 | |
| SA Management | |
| 58,654 | |
| PPF Credit Strategies | |
| 338,349 | |
| PPF Management | |
| 338,349 | |
| Capital Management | |
| 7,089,604 | |
| Capital Management GP | |
| 7,089,604 | |
| Management Holdings | |
| 7,089,604 | |
| Management Holdings GP | |
| 7,089,604 | |
| (iii) | Sole power to dispose or to direct
the disposition of: |
0 for all Reporting Persons
| (iv) | Shared power to dispose or to direct
the disposition of: |
| Accord+ | |
| 1,487,985 | |
| Accord+ Management | |
| 1,487,985 | |
| Credit Strategies | |
| 4,548,342 | |
| ST Management | |
| 4,548,342 | |
| ST Operating | |
| 4,548,342 | |
| ST Capital | |
| 4,548,342 | |
| ST Management Holdings | |
| 4,548,342 | |
| Absolute Return | |
| 431,992 | |
| Absolute Return Management | |
| 431,992 | |
| Absolute Return Management GP | |
| 431,992 | |
| ACM | |
| 56,733 | |
| ACCM | |
| 56,733 | |
| SA Management | |
| 58,654 | |
| PPF Credit Strategies | |
| 338,349 | |
| PPF Management | |
| 338,349 | |
| Capital Management | |
| 7,089,604 | |
| Capital Management GP | |
| 7,089,604 | |
| Management Holdings | |
| 7,089,604 | |
| Management Holdings GP | |
| 7,089,604 | |
| Item
5. | Ownership of Five Percent or
Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following: ¨
| Item
6. | Ownership of More than Five Percent
on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company. |
Not applicable.
| Item 8. | Identification
and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice
of Dissolution of Group. |
Not applicable.
By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under
§ 240.14a-11.
[The remainder of
this page is intentionally left blank.]
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: November 13,
2024
| |
APOLLO ACCORD+ AGGREGATOR A, L.P. |
| |
|
| |
By: |
Apollo Accord+ Advisors, L.P., |
| |
|
its general partner |
| |
|
| |
By: |
Apollo Accord+ Advisors GP, LLC, |
| |
|
its general partner |
| |
|
| |
|
By: |
/s/ William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
| |
|
| |
APOLLO ACCORD+ MANAGEMENT, L.P. |
| |
|
| |
By: |
Apollo Accord+ Advisors GP, LLC, |
| |
|
its general partner |
| |
|
| |
|
By: |
/s/ William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
| |
|
| |
APOLLO CREDIT STRATEGIES MASTER FUND LTD. |
| |
|
| |
By: |
Apollo ST Fund Management LLC, |
| |
|
its investment manager |
| |
|
| |
|
By: |
/s/ William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
| |
|
| |
APOLLO ST FUND MANAGEMENT LLC |
| |
|
| |
By: |
/s/ William Kuesel |
| |
Name: |
William Kuesel |
| |
Title: |
Vice President |
| |
APOLLO ST OPERATING LP |
| |
|
| |
By: |
Apollo ST Capital LLC, |
| |
|
its general partner |
| |
|
| |
|
By: |
/s/ William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
| |
|
| |
APOLLO ST CAPITAL LLC |
| |
|
| |
By: |
/s/ William Kuesel |
| |
Name: |
William Kuesel |
| |
Title: |
Vice President |
| |
|
| |
ST MANAGEMENT HOLDINGS, LLC |
| |
|
| |
By: |
/s/ William Kuesel |
| |
Name: |
William Kuesel |
| |
Title: |
Vice President |
| |
|
| |
APOLLO CREDIT STRATEGIES ABSOLUTE RETURN AGGREGATOR A, L.P. |
| |
|
| |
By: |
Apollo Credit Strategies Absolute Return Advisors, L.P., |
| |
|
its general partner |
| |
|
| |
|
By: |
Apollo Credit Strategies Absolute Return Advisors GP, LLC, |
| |
|
|
its general partner |
| |
|
|
| |
|
|
By: |
/s/ William Kuesel |
| |
|
|
Name: |
William Kuesel |
| |
|
|
Title: |
Vice President |
| |
|
| |
APOLLO CREDIT STRATEGIES ABSOLUTE RETURN MANAGEMENT, L.P. |
| |
|
| |
By: |
Apollo Credit Strategies Absolute Return Advisors GP, LLC, |
| |
|
its general partner |
| |
|
| |
|
By: |
/s/ William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
| |
APOLLO CREDIT STRATEGIES ABSOLUTE RETURN MANAGEMENT GP, LLC |
| |
|
| |
By: |
/s/ William Kuesel |
| |
Name: |
William Kuesel |
| |
Title: |
Vice President |
| |
|
| |
APOLLO CREDIT MANAGEMENT, LLC |
| |
|
| |
By: |
Apollo Capital Credit Management, LLC, |
| |
|
its sole member |
| |
|
| |
|
By: |
/s/ William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
| |
|
| |
APOLLO CAPITAL CREDIT MANAGEMENT, LLC |
| |
|
| |
By: |
/s/ William Kuesel |
| |
Name: |
William Kuesel |
| |
Title: |
Vice President |
| |
|
| |
APOLLO SA MANAGEMENT, LLC |
| |
|
| |
By: |
Apollo Capital Management, L.P., |
| |
|
its sole member |
| |
|
| |
|
By: |
Apollo Capital Management GP, LLC, |
| |
|
|
its general partner |
| |
|
| |
|
|
By: |
/s/ William Kuesel |
| |
|
|
Name: |
William Kuesel |
| |
|
|
Title: |
Vice President |
| |
|
| |
Apollo PPF Credit Strategies, LLC |
| |
|
| |
By: |
Apollo PPF Credit Strategies Management, LLC, |
| |
|
its investment manager |
| |
|
| |
|
By: |
/s/ William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
| |
APOLLO PPF CREDIT STRATEGIES MANAGEMENT, LLC |
| |
|
| |
By: |
/s/ William Kuesel |
| |
Name: |
William Kuesel |
| |
Title: |
Vice President |
| |
APOLLO CAPITAL MANAGEMENT, L.P. |
| |
|
| |
By: |
Apollo Capital Management GP, LLC, |
| |
|
its general partner |
| |
|
| |
|
By: |
/s/ William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
| |
|
| |
APOLLO CAPITAL MANAGEMENT GP, LLC |
| |
|
| |
By: |
/s/ William Kuesel |
| |
Name: |
William Kuesel |
| |
Title: |
Vice President |
| |
|
| |
APOLLO MANAGEMENT HOLDINGS, L.P. |
| |
|
| |
By: |
Apollo Management Holdings GP, LLC, |
| |
|
its general partner |
| |
|
| |
|
By: |
/s/ William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
| |
|
| |
APOLLO MANAGEMENT HOLDINGS GP, LLC |
| |
|
| |
By: |
/s/ William Kuesel |
| |
Name: |
William Kuesel |
| |
Title: |
Vice President |
EXHIBIT 1
JOINT FILING
AGREEMENT
COMMUNITY HEALTH
SYSTEMS, INC.
In accordance with
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and
among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect
to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement
may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed
to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned
hereby execute this Agreement as of November 13, 2024.
| |
APOLLO ACCORD+ AGGREGATOR A, L.P. |
| |
|
| |
By: |
Apollo Accord+ Advisors, L.P., |
| |
|
its general partner |
| |
|
| |
By: |
Apollo Accord+ Advisors GP, LLC, |
| |
|
its general partner |
| |
|
| |
|
By: |
/s/ William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
| |
APOLLO ACCORD+ MANAGEMENT, L.P. |
| |
|
| |
By: |
Apollo Accord+ Advisors GP, LLC, |
| |
|
its general partner |
| |
|
| |
|
By: |
/s/ William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
| |
|
| |
APOLLO CREDIT STRATEGIES MASTER FUND LTD. |
| |
|
| |
By: |
Apollo ST Fund Management LLC, |
| |
|
its investment manager |
| |
|
| |
|
By: |
/s/ William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
| |
APOLLO ST FUND MANAGEMENT LLC |
| |
|
| |
By: |
/s/ William Kuesel |
| |
Name: |
William Kuesel |
| |
Title: |
Vice President |
| |
|
|
|
| |
APOLLO ST OPERATING LP |
| |
|
| |
By: |
Apollo ST Capital LLC, |
| |
|
its general partner |
| |
|
| |
|
By: |
/s/ William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
| |
|
| |
APOLLO ST CAPITAL LLC |
| |
|
| |
By: |
/s/ William Kuesel |
| |
Name: |
William Kuesel |
| |
Title: |
Vice President |
| |
|
| |
ST MANAGEMENT HOLDINGS, LLC |
| |
|
| |
By: |
/s/ William Kuesel |
| |
Name: |
William Kuesel |
| |
Title: |
Vice President |
| |
|
| |
APOLLO CREDIT STRATEGIES ABSOLUTE RETURN AGGREGATOR A, L.P. |
| |
|
| |
By: |
Apollo Credit Strategies Absolute Return Advisors, L.P., |
| |
|
its general partner |
| |
|
| |
|
By: |
Apollo Credit Strategies Absolute Return Advisors GP, LLC, |
| |
|
|
its general partner |
| |
|
| |
|
|
By: |
/s/ William Kuesel |
| |
|
|
Name: |
William Kuesel |
| |
|
|
Title: |
Vice President |
| |
APOLLO CREDIT STRATEGIES ABSOLUTE RETURN MANAGEMENT, L.P. |
| |
|
| |
By: |
Apollo Credit Strategies Absolute Return Advisors GP, LLC, |
| |
|
its general partner |
| |
|
| |
|
By: |
/s/ William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
| |
|
|
|
| |
APOLLO CREDIT STRATEGIES ABSOLUTE RETURN MANAGEMENT GP, LLC |
| |
|
| |
By: |
/s/ William Kuesel |
| |
Name: |
William Kuesel |
| |
Title: |
Vice President |
| |
|
| |
APOLLO CREDIT MANAGEMENT, LLC |
| |
|
| |
By: |
Apollo Capital Credit Management, LLC, |
| |
|
its sole member |
| |
|
| |
|
By: |
/s/ William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
| |
|
| |
APOLLO CAPITAL CREDIT MANAGEMENT, LLC |
| |
|
| |
By: |
/s/ William Kuesel |
| |
Name: |
William Kuesel |
| |
Title: |
Vice President |
| |
|
| |
APOLLO SA MANAGEMENT, LLC |
| |
|
| |
By: |
Apollo Capital Management, L.P., |
| |
|
its sole member |
| |
|
| |
|
By: |
Apollo Capital Management GP, LLC, |
| |
|
|
its general partner |
| |
|
| |
|
|
By: |
/s/ William Kuesel |
| |
|
|
Name: |
William Kuesel |
| |
|
|
Title: |
Vice President |
| |
Apollo PPF Credit Strategies, LLC |
| |
|
| |
By: |
Apollo PPF Credit Strategies Management, LLC, |
| |
|
its investment manager |
| |
|
| |
|
By: |
/s/ William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
| |
|
|
|
| |
APOLLO PPF CREDIT STRATEGIES MANAGEMENT, LLC |
| |
|
| |
By: |
/s/ William Kuesel |
| |
Name: |
William Kuesel |
| |
Title: |
Vice President |
| |
APOLLO CAPITAL MANAGEMENT, L.P. |
| |
|
| |
By: |
Apollo Capital Management GP, LLC, |
| |
|
its general partner |
| |
|
| |
|
By: |
/s/ William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
| |
|
| |
APOLLO CAPITAL MANAGEMENT GP, LLC |
| |
|
| |
By: |
/s/ William Kuesel |
| |
Name: |
William Kuesel |
| |
Title: |
Vice President |
| |
|
| |
APOLLO MANAGEMENT HOLDINGS, L.P. |
| |
|
| |
By: |
Apollo Management Holdings GP, LLC, |
| |
|
its general partner |
| |
|
| |
|
By: |
/s/ William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
| |
|
| |
APOLLO MANAGEMENT HOLDINGS GP, LLC |
| |
|
| |
By: |
/s/ William Kuesel |
| |
Name: |
William Kuesel |
| |
Title: |
Vice President |
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