Tenet Healthcare Corporation (THC) intends to refinance $768 million of its currently outstanding notes by offering to sell $750 million of newly issued notes through a private placement. The offering consists of $750 million in aggregate principal amount of newly issued senior secured second lien notes due 2027 issued by Tenet (the “notes”).
Tenet intends to use a portion of the net proceeds from the sale of the notes, after payment of fees and expenses, to fund the redemption and discharge of all $300 million outstanding aggregate principal amount of its 6.75% Senior Unsecured Notes due February 1, 2020. Tenet intends to use the remainder of the net proceeds from the sale of the notes, together with cash on hand and/or borrowings under its revolving credit agreement, after payment of fees and expenses, to fund the repayment upon maturity and discharge of all $468 million outstanding aggregate principal amount of its 5.50% Senior Unsecured Notes due March 1, 2019.
The notes will be guaranteed by certain of Tenet’s subsidiaries and secured on a second 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 unsecured indebtedness and other liabilities to the extent of the value of the collateral securing such borrowings, and will be effectively subordinated to Tenet’s first-priority secured debt and obligations to the extent of the value of the collateral securing such amounts.
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 “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 diversified healthcare services company with 115,000 employees united around a common mission: to help people live happier, healthier lives. Through its subsidiaries, partnerships and joint ventures, including United Surgical Partners International, the company operates general acute care and specialty hospitals, ambulatory surgery centers, urgent care centers and other outpatient facilities. Tenet’s Conifer Health Solutions subsidiary provides technology-enabled performance improvement and health management solutions to hospitals, health systems, integrated delivery networks, physician groups, self-insured organizations and health plans. For more information, please visit www.tenethealth.com.
The terms “THC,” “Tenet,” “Tenet Healthcare Corporation,” “the company,” “we,” “us,” or “our” refer to Tenet Healthcare Corporation or one or more of its subsidiaries or affiliates as applicable.
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, 2017, Form 10-Q for the quarterly period ended September 30, 2018 and other filings with the Securities and Exchange Commission.
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