TENET HEALTHCARE CORPORATION (NYSE:THC) Files An 8-K Entry into a Material Definitive Agreement

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TENET HEALTHCARE CORPORATION (NYSE:THC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement

The information set forth below in Item 2.03 is incorporated by reference into this Item 1.01.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As previously announced, on June 14, 2017, Tenet Healthcare Corporation, a Nevada corporation (“Tenet”), issued $830 million in aggregate principal amount of 4.625% senior secured first lien notes due 2024 (the “Tenet Secured First Lien Notes”) and THC Escrow Corporation III (“THC Escrow Corp.”), a Delaware corporation, issued $1.040 billion in aggregate principal amount of 4.625% senior secured first lien notes due 2024 (the “THC Escrow Secured First Lien Notes”), $1.410 billion in aggregate principal amount of 5.125% senior secured second lien notes due 2025 (the “Secured Second Lien Notes”) and $500 million in aggregate principal amount of 7.00% senior unsecured notes due 2025 (the “Unsecured Notes” and, together with the THC Escrow Secured First Lien Notes and the Secured Second Lien Notes, the “THC Escrow Notes;” the THC Escrow Notes and the Tenet Secured First Lien Notes are collectively referred to as the “Notes”). THC Escrow Corp. was established to issue the THC Escrow Notes.

As previously announced, the Tenet Secured First Lien Notes were issued to an indenture, dated November 6, 2001, between Tenet and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York (in such capacity, the “Tenet First Lien Trustee”), as supplemented by the twenty-ninth supplemental indenture (collectively, the “Tenet Secured First Lien Indenture”), among Tenet, the guarantors party thereto and the Tenet First Lien Trustee, dated June 14, 2017. The THC Escrow Secured First Lien Notes were issued to an indenture, dated June 14, 2017, between THC Escrow Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (the “THC Secured First Lien Indenture”). The Secured Second Lien Notes were issued to an indenture, dated June 14, 2017, between THC Escrow Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Secured Second Lien Indenture”). The Unsecured Notes were issued to an indenture, dated June 14, 2017, between THC Escrow Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Unsecured Indenture” and, together with the Tenet Secured First Lien Indenture, the THC Secured First Lien Indenture and the Secured Second Lien Indenture, the “Indentures”). The descriptions of the terms of the Indentures and the Notes contained in Tenet’s Current Report on Form 8-K, dated June 14, 2017 and filed with the SEC June 16, 2017, are incorporated herein by reference.

On July 14, 2017, Tenet (i) assumed THC Escrow Corp.’s obligations of the Secured Second Lien Notes and the Secured Second Lien Indenture and (ii) effected a mandatory exchange of all outstanding THC Escrow Secured First Lien Notes for a like principal amount of newly issued Tenet Secured First Lien Notes.

In connection with the issuance of the Secured Second Lien Notes, Tenet also entered into an Exchange and Registration Rights Agreement, dated as of July 14, 2017 (the “Registration Rights Agreement”), with Barclays Capital Inc. as representative of the other initial purchasers of the Secured Second Lien Notes named therein. to the Registration Rights Agreement, in certain circumstances, Tenet has agreed to use commercially reasonable efforts to register the Secured Second Lien Notes with the SEC if the Secured Second Lien Notes have not become freely tradable (as defined in the agreement) on or before the 380th day following the issue date of the Secured Second Lien Notes.

The foregoing is a summary and is qualified by reference to the applicable Indentures and the Registration Rights Agreement, which are filed herewith as Exhibits 4.1, 4.2, 4.3, 4.4, and 10.1, respectively, and are incorporated herein by reference.

Item 8.01Other Events.

On July 14, 2017, Tenet redeemed: (i) $900 million aggregate principal amount of its outstanding Floating Rate Senior Secured Notes due 2020; (ii) $1.100 billion aggregate principal amount of its outstanding 5% Senior Notes due 2019; and (iii) $1.041 billion aggregate principal amount of its outstanding 6.25% Senior Notes due 2018.

Item 9.01Financial Statements and Exhibits.

(a)The following exhibits are filed as a part of this Report.

Exhibit No.

Description

4.1

Indenture dated as of November6,2001, between Tenet and the Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York (incorporated by reference to Tenet’s Current Report on Form 8-K, dated November6,2001 and filed November9,2001).

4.2

Twenty-Ninth Supplemental Indenture dated as of June14,2017, among Tenet, certain of its subsidiaries and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Tenet’s Current Report on Form 8-K, dated June14,2017 and filed June16,2017).

4.3

Senior Secured Second Lien Notes Indenture dated as of June14,2017, between THC Escrow Corp. and the Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Tenet’s Current Report on Form 8-K, dated June14,2017 and filed June16,2017).

4.4

Supplemental Indenture dated as of July14,2017, among Tenet, certain of its subsidiaries and The Bank of New York Mellon Trust Company, N.A.

10.1

Exchange and Registration Rights Agreement dated as of July14,2017, among Tenet, certain of its subsidiaries and Barclays Capital Inc. as representative of the other initial purchasers of the Notes named therein.


TENET HEALTHCARE CORP Exhibit
EX-4.4 2 exhibit44suppindenturedtd7.htm EXHIBIT 4.4 Exhibit Exhibit 4.4SUPPLEMENTAL INDENTURERELATED TO THE COMPLETION DATESUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 14,…
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About TENET HEALTHCARE CORPORATION (NYSE:THC)

Tenet Healthcare Corporation (Tenet) is a healthcare services company. The Company operates regionally focused, integrated healthcare delivery networks in large urban and suburban markets in the United States. The Company operates through three segments: Hospital Operations and other, Ambulatory Care and Conifer. With its networks, including acute care and specialty hospitals, which are engaged in providing outpatient facilities and related businesses, the Company provides a range of healthcare services in the communities it serve. It operates approximately 90 hospitals, 20 short-stay surgical hospitals, 475 outpatient centers, nine facilities in the United Kingdom and six health plans through its subsidiaries, partnerships and joint ventures. In addition, its Conifer Holdings, Inc. (Conifer) subsidiary provide healthcare business process services in the areas of revenue cycle management and technology-enabled performance improvement and health management solutions to health systems.

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