UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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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 Item 7.01 of this Current Report on Form 8-K and the press releases attached hereto as Exhibit 99.1 and Exhibit 99.2 are 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 June 1, 2022, Tenet Healthcare Corporation (the “Company”) issued a press release announcing the commencement of a private placement offering of $1.8 billion in aggregate principal amount of its senior secured first lien notes due 2030. A copy of the press release is furnished as Exhibit 99.1 attached hereto and is incorporated herein by reference.
Additionally, on June 1, 2022, the Company issued a press release announcing the upsizing and pricing of $2.000 billion in aggregate principal amount of its 6.125% senior secured first lien notes due 2030 (the “notes”). The closing of the sale of the notes is expected to occur on June 15, 2022, and is subject to customary closing conditions. A copy of the press release is furnished as Exhibit 99.2 attached hereto and is incorporated herein by reference.
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.
Tenet intends to use the net proceeds from the sale of the notes, after payment of fees and expenses, to finance the redemption of all $1.748 billion outstanding of its 6.750% senior notes due 2023 (the “2023 Notes”) and for general corporate purposes.
| Item 8.01. | Other Events. |
On June 1, 2022, the Company issued notices of redemption to the holders of all $1.748 billion outstanding of its 2023 Notes. The 2023 Notes will be redeemed on July 1, 2022.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by the Company on June 1, 2022, announcing the commencement of the offering of the notes. | |
| 99.2 | Press Release issued by the Company on June 1, 2022, announcing the pricing of the notes. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |
1
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 1, 2022 | By: | /s/ Thomas Arnst | ||||||
| Name: | Thomas Arnst | |||||||
| Title: | Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | |||||||