Tenet Healthcare Corporation (THC) established today the pricing of the previously announced private placement offering of $4.2 billion in aggregate principal amount of newly issued notes to refinance $4.2 billion of its currently outstanding notes. Completion of the offering is subject to standard closing conditions. The offering includes:
- $600 million aggregate principal amount of senior secured first lien notes due September 1, 2024, which will bear interest at a rate of 4.625% per annum;
- $2,100 million aggregate principal amount of senior secured first lien notes due January 1, 2026, which will bear interest at a rate of 4.875% per annum; and
- $1,500 million aggregate principal amount of senior secured first lien notes due November 1, 2027, which will bear interest at a rate of 5.125% per annum (collectively, the “notes”).
Tenet intends to use the net proceeds from the sale of the notes, after payment of fees and expenses, together with cash on hand and/or any borrowings under its senior secured revolving credit facility, to fund the redemption and discharge of:
- $500 million aggregate principal amount of its outstanding 4.750% Senior Secured Notes due 2020;
- $1,800 million aggregate principal amount of its outstanding 6.000% Senior Secured Notes due 2020;
- $850 million aggregate principal amount of its outstanding 4.500% Senior Secured Notes due 2021; and
- $1,050 million outstanding aggregate principal amount of its 4.375% Senior Secured Notes due 2021.
Tenet also expects to seek an amendment to its existing senior secured revolving credit facility following the offering, which may include increasing borrowing capacity up to $1.5 billion (up from $1.0 billion) and extending the maturity date, among other changes.
The notes 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.
About Tenet Healthcare
Tenet Healthcare Corporation is a national diversified healthcare services company headquartered in Dallas with 110,000 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 outpatient facilities. 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. At the center of everything we do is a commitment to deliver the right care, in the right place, at the right time, and to continually improve and advance the healthcare delivery system in the markets we serve. For more information, please visit www.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 closing of the offering, the expected use of proceeds and the factors disclosed under “Forward-Looking Statements” and “Risk Factors” in our Form 10-K for the year ended December 31, 2018, Form 10-Q for the quarterly period ended June 30, 2019 and other filings with the Securities and Exchange Commission.