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: June 16, 2021

(Date of earliest event reported)

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TENET HEALTHCARE CORPORATION

(Exact name of Registrant as specified in its charter)

Nevada	1-7293	95-2557091
(State of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification Number)

14201 Dallas Parkway

Dallas, TX 75254

(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<br>symbol(s)	Name of each exchange <br>on which registered
Common stock, $0.05 par value	THC	NYSE
6.875% Senior Notes due 2031	THC31	NYSE

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. ☐

Item 7.01.	Regulation FD Disclosure

On June 16, 2021, Tenet Healthcare Corporation (the “Company”) issued a press release announcing the anticipated sale of its five Miami-area hospitals and certain related operations. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

For the 12 months ended March 31, 2021, the five hospitals included in the sale generated revenues of $933 million, pre-tax income of $97 million and EBITDA of $122 million, excluding interest expense of $1 million, a net gain on the sale of a medical office building of $19 million, and depreciation and amortization expense of $43 million.

Item 8.01.	Other Events

On June 16, 2021, certain subsidiaries of the Company entered into a definitive agreement (the “Asset Sale Agreement”) for the sale of its five Miami-area hospitals and certain related operations (not including any surgical hospitals or ambulatory care facilities operated by the Company’s USPI Holding Company, Inc. subsidiary) to Steward Health Care System, LLC (the “Purchaser”). Subject to the terms and conditions in the Asset Sale Agreement, the Company has agreed to sell the Miami-area assets to the Purchaser for approximately $1.1 billion in cash, subject to customary purchase price adjustments, including working capital and other items. The Company expects to record a pre-tax gain of approximately $550 million as a result of this anticipated transaction.

The Asset Sale Agreement includes customary representations, warranties, covenants and termination provisions for each of the parties, as well as certain indemnities. The completion of the transaction is subject to closing conditions, including but not limited to (i) certain regulatory or governmental filings and approvals having been made or obtained, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (ii) receipt of certain third-party consents. This transaction is anticipated to close in the third quarter of 2021.

A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Press Release issued on June 16, 2021
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: June 16, 2021	By:	/s/ THOMAS ARNST
		Name: Thomas Arnst
		Title: Executive Vice President, Chief Administrative Officer and General Counsel

Document

Exhibit 99.1

STEWARD HEALTH CARE TO ACQUIRE FIVE HOSPITALS IN THE MIAMI-DADE/SOUTHERN BROWARD AREA FROM TENET HEALTHCARE

Acquisition of Tenet hospitals and hospital-affiliated operations will bring greater access to high-quality care in South Florida

DALLAS, TX (June 16, 2021) – Today, Steward Health Care System, LLC (Steward) and Tenet Healthcare Corporation (NYSE: THC) announced that they have signed a definitive agreement regarding the acquisition by Steward of Tenet’s five hospitals and related hospital operations in the Miami-Dade and Southern Broward counties. The transaction is Steward’s first acquisition since finalizing full physician control and leadership of the organization in the summer of 2020.

Under the terms of the agreement, Steward will purchase five hospitals and their associated physician practices from Tenet for approximately $1.1 billion. The hospitals included in the sale are Coral Gables Hospital, Florida Medical Center, Hialeah Hospital, North Shore Medical Center and Palmetto General Hospital. The agreement also provides that Tenet’s Conifer Health Solutions subsidiary will continue to provide revenue cycle management services to the five hospitals following completion of the transaction. Tenet’s ambulatory facilities operated by United Surgical Partners International (USPI) in these markets will remain with Tenet and are not included in the transaction.

Founded by Ralph de la Torre, MD, who grew up in Florida as the son of Cuban immigrants, Steward Health Care’s physician-controlled and -led model was built to unlock access to the highest-quality care at a sustainable cost. Steward is committed to providing personalized, ongoing medical services that improve patients’ physical, emotional, and mental wellbeing. As integrated care institutions, Steward’s hospitals function on a community model, engaging with local employees and community groups as partners.

“Throughout the COVID pandemic, we have been reminded of the critical role caregivers play in the health and wellness of our patients and our communities. We are eager to offer both patients and healthcare providers in South Florida the full support of the Steward network as we all seek to emerge stronger and healthier from the pandemic,” said Dr. de la Torre. “As a Floridian with close family ties to the area, I am proud of Steward’s significant investment in the people of South Florida, whose tight-knit communities and vibrant diversity have always represented the very best of American culture.”

In addition to Dr. de la Torre, several of Steward’s senior leaders have close ties to South Florida. Those include Dr. Octavio Diaz, Steward’s Chief Medical Officer, who previously practiced in South Florida and worked at several of the acquired facilities, and Mr. Rubén J. King-Shaw, Jr., Steward’s Chief Strategy

Officer, who was the COO for Neighborhood Health Partnership before becoming Florida’s Secretary of the Agency for Health Care Administration under Governor Jeb Bush.

“As community anchors, our five hospitals in the Miami-Dade and Southern Broward counties have earned the trust of patients and physicians alike,” said Ron A. Rittenmeyer, Tenet’s Executive Chairman and CEO. “We are pleased they will become part of Steward Health Care as the Company’s first South Florida network, and we are confident they will continue to thrive.”

Steward’s operations will be directed by Sanjay Shetty, MD, president of Steward North America. Under Dr. Shetty, Steward Health Care is committed to offering employment to all hospital employees in good standing when the transaction is complete, with privileges continuing for all physicians in good standing on the medical staff. The transaction is anticipated to close in the third quarter of this year, subject to regulatory approvals and customary closing conditions.

“Steward’s physician-led model was built to put care back in the hands of the caregivers,” said Dr. Shetty. “We are looking forward to focusing on investments in infrastructure and new technology, as well as growing the physician network to make it even easier for patients and health care professionals to access and provide the care they deserve.”

This transaction will bring Steward’s total hospital count to 44 worldwide and more than double its presence in Florida as the five new facilities join Melbourne Regional Medical Center, Rockledge Regional Medical Center, and Sebastian River Medical Center on Florida’s Space Coast. Steward’s extensive network of hospitals, urgent care centers, skilled nursing facilities and substantial behavioral health services annually serves more than 12.3 million patients across the United States, Colombia and Malta through its more than 5,500 providers and 43,000 health care professionals.

Cautionary Statement (Tenet Healthcare)

This release contains “forward-looking statements” - that is, statements that relate to future, not past, events. In this context, forward-looking statements often address Tenet’s expected future business and financial performance and financial condition, including statements relating to the timing of the transaction and its expected outcome, benefits and success, 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 Tenet’s actual results to be materially different than those expressed in the Company's forward-looking statements include, but are not limited to, the impact of the COVID-19 pandemic and other factors disclosed under “Forward-Looking Statements” and “Risk Factors” in our Form 10-K for the year ended December 31, 2020, any subsequent Form 10-Q filings and other filings with the Securities and Exchange Commission.

About Steward Health Care

Steward Health Care’s physician-owned and -led business model was built to unlock access to the highest-quality care at a sustainable cost, committed to providing personalized, ongoing medical services that positively impact patients’ physical, emotional, and mental wellbeing.

Founded in 2010 by Ralph de la Torre, M.D., Steward Health Care is the largest physician-owned health care network with more than 5,500 providers and 43,000 health care professionals empowering the

health and wellness journey of 12.3 million patients a year through its extensive global network of hospitals, urgent care centers, skilled nursing facilities and substantial behavioral health services.

Based in Dallas, Steward currently operates 39 hospitals around the world, including 34 across Arizona, Arkansas, Florida, Louisiana, Massachusetts, Ohio, Pennsylvania, Texas and Utah, as well as five internationally within Malta and Colombia. For more information, visit www.steward.org.

About Tenet Healthcare

Tenet Healthcare Corporation (NYSE: THC) is a diversified healthcare services company headquartered in Dallas with 108,000 employees. Through an expansive care network that includes United Surgical Partners International, we operate 65 hospitals and more than 450 other healthcare facilities, including surgical hospitals, ambulatory surgery centers, 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 clients. Across the Tenet enterprise, we are united by our mission to deliver quality, compassionate care in the communities we serve. For more information, please visit www.tenethealth.com.

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NOTE TO MEDIA: Interviews with Steward spokespeople are available upon request. Please contact Jen Crichton, Vice President of Communications, at jennifer.crichton@steward.org or 469-341-8894.

Contacts for Tenet Healthcare: (Investors) Regina Nethery at 469-893-6692 or Regina.Nethery@tenethealth.com, (Media) Lesley Bogdanow at 469-893-2640 or mediarelations@tenethealth.com