Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

_______________

Date of Report: February 16, 2024

(Date of earliest event reported)

_______________

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
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)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common stock, $0.05 par value

THC

NYSE

6.875% Senior Notes due 2031

THC31

NYSE

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 provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 7.01.			Regulation FD Disclosure.

On February 16, 2024, Tenet Healthcare Corporation (the “Company”) issued a press release announcing that the Company called for redemption of all $2,100 million aggregate principal amount of the Company’s outstanding 4.875% Senior Secured First Lien Notes due 2026 (the “Notes”).

The Notes will be redeemed on March 5, 2024 (the “Redemption Date”) at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemed, together with accrued and unpaid interest on the Notes up to, but not including, the Redemption Date.

A notice of redemption will be delivered by the Trustee to all registered holders of the Notes.

Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 shall constitute a notice of redemption of the Notes.

The information contained in this Item 7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished pursuant to Item 7.01 of Form 8-K. This information 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 such Section 18 and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
99.1						Press release issued on February 16, 2024 announcing the redemption of the notes
104						The cover page from the Company’s Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		TENET HEALTHCARE CORPORATION

Date: February 16, 2024	By:	/s/ THOMAS ARNST
		Name: Thomas Arnst
		Title: Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

Exhibit 99.1

Tenet Calls for Full Redemption of 4.875% Senior Secured First Lien Notes due 2026

DALLAS – February 16, 2024 – Tenet Healthcare Corporation (NYSE: THC) today called for the redemption of all $2,100 million outstanding of its 4.875% Senior Secured First Lien Notes due 2026 (the “Notes”), which were issued pursuant to the Indenture, dated as of November 6, 2001 (the “Base Indenture”), by and between Tenet and The Bank of New York, as predecessor to The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by the Thirty-Second Supplemental Indenture, dated as of August 26, 2019 (the “Thirty-Second Supplemental Indenture” and, the Base Indenture, as amended and supplemented by the Thirty-Second Supplemental Indenture, the “Indenture”).

The Notes will be redeemed on March 5, 2024 (the “Redemption Date”), with cash on hand, at a redemption price equal to 100% of the principal amount of the Notes being redeemed together with accrued and unpaid interest up to, but not including, the Redemption Date. This press release shall not constitute a notice of redemption of the Notes.

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 Tenet’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 Tenet’s actual results to be materially different than those expressed in Tenet’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 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. Our care delivery network includes United Surgical Partners International, the largest ambulatory platform in the country, which operates or has ownership interests in more than 480 ambulatory surgery centers and surgical hospitals. We also operate 58 acute care and specialty hospitals, approximately 160 other outpatient facilities, a network of leading employed physicians and a global business center in Manila, Philippines. Our Conifer Health Solutions subsidiary 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.

###


Investor Contact: Will McDowell 469-893-2387 william.mcdowell@tenethealth.com			Media Contact: Robert Dyer 469-893-2640 mediarelations@tenethealth.com

Document and Entity Information Document	Feb. 16, 2024
Entity Information [Line Items]
Entity Incorporation, State or Country Code	NV
Entity File Number	1-7293
Entity Tax Identification Number	95-2557091
Entity Address, Address Line One	14201 Dallas Parkway
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75254
City Area Code	469
Local Phone Number	893-2200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000070318
Amendment Flag	false
Entity Registrant Name	TENET HEALTHCARE CORP
Document Type	8-K
Document Period End Date	Feb. 16, 2024
New York Stock Exchange \| Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common stock, $0.05 par value
Trading Symbol	THC
Security Exchange Name	NYSE
New York Stock Exchange \| 6.875% Senior Notes due 2031
Entity Information [Line Items]
Title of 12(b) Security	6.875% Senior Notes due 2031
Trading Symbol	THC31
Security Exchange Name	NYSE