Tenet Healthcare Corp 8-K, filed Apr 3, 2020
Tenet Healthcare Corp (THC)
8-K
2020-04-03
For: 2020-04-02
View Original
Added on
April 07, 2026
About this 8-K
Tenet Healthcare Corp filed this 8-K on April 3, 2020, reporting on events of April 2, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
_______________
Date of Report: April 2, 2020
(Date of earliest event reported)
_______________
(Exact name of Registrant as specified in its charter)
(State of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||
(Address of principal executive offices, including zip code)
(469 ) 893-2200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ¨
The information in this Current Report on Form 8-K and the press releases attached hereto as Exhibit 99.1 and Exhibit 99.2 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.
Item 7.01. | Regulation FD Disclosure. |
On April 2, 2020, Tenet Healthcare Corporation (the “Company”) issued a press release announcing the commencement of a private placement offering of $500 million in aggregate principal amount of its senior secured first lien notes due 2025. A copy of the press release is being furnished as Exhibit 99.1 attached hereto and is incorporated herein by reference.
Additionally, on April 2, 2020, the Company issued a press release announcing the pricing of and upsizing to $700 million in aggregate principal amount of its 7.500% senior secured first lien notes due 2025 (the “notes”). The closing of the sale of the notes is expected to occur on April 7, 2020, and is subject to customary closing conditions. A copy of the press release is being furnished as Exhibit 99.2 attached hereto and is incorporated herein by reference.
The Company intends to use the net proceeds from the sale of the notes, after payment of fees and expenses, to repay a portion of the $500 million aggregate principal amount of borrowings outstanding under its senior secured revolving credit facility or for general corporate purposes.
The notes will be guaranteed by certain of the Company’s subsidiaries and secured on a first lien priority basis by a pledge of the capital stock and other ownership interests of certain of the Company’s subsidiaries. The notes will be effectively senior to the Company’s existing and future indebtedness secured on a more junior basis, as well as unsecured indebtedness and other liabilities, to the extent of the value of the collateral securing such borrowings.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit No. | Description | ||
99.1 | |||
99.2 | |||
104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | ||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TENET HEALTHCARE CORPORATION | |||
Date: | April 2, 2020 | By: | /s/ Anthony Shoemaker |
Anthony Shoemaker | |||
Vice President, Assistant General Counsel and Corporate Secretary | |||
Exhibit 99.1
Tenet Announces $500 Million Private Offering of Senior Secured Notes
DALLAS – April 2, 2020 – Tenet Healthcare Corporation (NYSE: THC) announces a private placement offering of $500 million in aggregate principal amount of newly issued senior secured first lien notes maturing in 2025 (the “notes”). Completion of the offering is subject to, among other things, pricing and market conditions.
Tenet intends to use the net proceeds from the sale of the notes, after payment of fees and expenses, to repay a portion of the $500 million aggregate principal amount of borrowings outstanding under its senior secured revolving credit facility or for general corporate purposes. Tenet is also seeking an amendment to its senior secured revolving credit facility, which will include increasing borrowing capacity under the facility to $2.0 billion (up from $1.5 billion).
The notes will be guaranteed by certain of Tenet’s subsidiaries and secured on a first lien priority basis by a pledge of the capital stock and other ownership interests of certain of Tenet’s subsidiaries. The notes will be effectively senior to Tenet’s existing and future indebtedness secured on a more junior basis, as well as unsecured indebtedness and other liabilities, to the extent of the value of the collateral securing such borrowings.
The notes to be offered will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other state securities laws. As a result, they may not be offered or sold in the United States or to any U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the notes will be offered only to persons reasonably believed to be “qualified institutional buyers” under Rule 144A of the Securities Act or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. A confidential offering memorandum for the notes will be made available to such eligible persons. The offering will be conducted in accordance with the terms and subject to the conditions set forth in such offering memorandum.
This news release is neither an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Cautionary Statement
This release contains “forward-looking statements” - that is, statements that relate to future, not past, events. In this context, forward-looking statements often address the Company's expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “assume,” “believe,” “budget,” “estimate,” “forecast,” “intend,” “plan,” “predict,” “project,” “seek,” “see,” “target,” or “will.” Forward-looking statements by their nature
address matters that are, to different degrees, uncertain. Particular uncertainties that could cause the Company's actual results to be materially different than those expressed in the Company's forward-looking statements include, but are not limited to, the factors disclosed under “Forward-Looking Statements” and “Risk Factors” in our Form 10-K for the year ended December 31, 2019 and other filings with the Securities and Exchange Commission.
About Tenet Healthcare
Tenet Healthcare Corporation (NYSE: THC) is a diversified healthcare services company headquartered in Dallas, with 113,000 employees. Through an expansive care network that includes United Surgical Partners International, we operate 65 hospitals and approximately 500 other healthcare facilities, including surgical hospitals, ambulatory surgery centers, urgent care and imaging centers and other care sites and clinics. We also operate Conifer Health Solutions, which provides revenue cycle management and value-based care services to hospitals, health systems, physician practices, employers and other customers. Across the Tenet enterprise, we are united by our mission to deliver quality, compassionate care in the communities we serve.
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Investor Contact: Regina Nethery 469-893-2387 regina.nethery@tenethealth.com | Media Contact: Lesley Bogdanow 469-893-2640 mediarelations@tenethealth.com |
This release contains “forward-looking statements” – that is, statements that relate to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “assume,” “believe,” “budget,” “estimate,” “forecast,” “intend,” “plan,” “predict,” “project,” “seek,” “see,” “target,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, but are not limited to, uncertainties about the timing or amount of the proposed offering, whether the offering will be completed, the expected purposes of the offering and the factors disclosed under “Forward-Looking Statements” and “Risk Factors” in our Form 10-K for the year ended December 31, 2019 and other filings with the Securities and Exchange Commission.
Exhibit 99.2
Tenet Announces Upsizing and Pricing of its $700 Million Private Offering of Senior Secured Notes
DALLAS – April 2, 2020 – Tenet Healthcare Corporation (NYSE: THC) today announced the pricing of the previously announced private placement offering and has agreed to issue and sell $700 million in aggregate principal amount of senior secured first lien notes due on April 1, 2025, which will bear interest at a rate of 7.500% per annum (the “notes”). The aggregate principal amount of notes to be issued in the offering was increased to $700 million from the previously announced $500 million. Completion of the notes offering is expected to occur on April 7, 2020, and is subject to, among other things, standard closing and market conditions.
Tenet intends to use the net proceeds from the sale of the notes, after payment of fees and expenses, to repay a portion of the $500 million aggregate principal amount of borrowings outstanding under its senior secured revolving credit facility or for general corporate purposes. Tenet is also seeking an amendment to its senior secured revolving credit facility, which will include increasing borrowing capacity under the facility to $2.0 billion (up from $1.5 billion).
The notes will be guaranteed by certain of Tenet’s subsidiaries and secured on a first lien priority basis by a pledge of the capital stock and other ownership interests of certain of Tenet’s subsidiaries. The notes will be effectively senior to Tenet’s existing and future indebtedness secured on a more junior basis, as well as unsecured indebtedness and other liabilities, to the extent of the value of the collateral securing such borrowings.
The notes to be offered will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other state securities laws. As a result, they may not be offered or sold in the United States or to any U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the notes will be offered only to persons reasonably believed to be “qualified institutional buyers” under Rule 144A of the Securities Act or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. A confidential offering memorandum for the notes will be made available to such eligible persons. The offering will be conducted in accordance with the terms and subject to the conditions set forth in such offering memorandum.
This news release is neither an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Cautionary Statement
This release contains “forward-looking statements” - that is, statements that relate to future, not past, events. In this context, forward-looking statements often address the Company's expected
future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “assume,” “believe,” “budget,” “estimate,” “forecast,” “intend,” “plan,” “predict,” “project,” “seek,” “see,” “target,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Particular uncertainties that could cause the Company's actual results to be materially different than those expressed in the Company's forward-looking statements include, but are not limited to, the factors disclosed under “Forward-Looking Statements” and “Risk Factors” in our Form 10-K for the year ended December 31, 2019 and other filings with the Securities and Exchange Commission.
About Tenet Healthcare
Tenet Healthcare Corporation (NYSE: THC) is a diversified healthcare services company headquartered in Dallas, with 113,000 employees. Through an expansive care network that includes United Surgical Partners International, we operate 65 hospitals and approximately 500 other healthcare facilities, including surgical hospitals, ambulatory surgery centers, urgent care and imaging centers and other care sites and clinics. We also operate Conifer Health Solutions, which provides revenue cycle management and value-based care services to hospitals, health systems, physician practices, employers and other customers. Across the Tenet enterprise, we are united by our mission to deliver quality, compassionate care in the communities we serve.
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Investor Contact: Regina Nethery 469-893-2387 regina.nethery@tenethealth.com | Media Contact: Lesley Bogdanow 469-893-2640 mediarelations@tenethealth.com |