DALLAS--(BUSINESS WIRE)--Tenet Healthcare Corporation (NYSE: THC) is offering to sell $500
million aggregate principal amount of newly issued senior secured notes
(the “Tenet secured notes”) through a private placement. In addition,
THC Escrow Corporation II, a Delaware corporation established to issue
the THC unsecured notes (as defined below), is offering to sell $1.9
billion aggregate principal amount of senior unsecured notes (the “THC
unsecured notes” and, together with the Tenet secured notes, the
“notes”) through a private placement. The Tenet secured notes will be
guaranteed by certain of our subsidiaries and secured by a pledge of the
capital stock and other ownership interests of certain of Tenet’s
subsidiaries. The net proceeds of the Tenet secured notes will be used
to repay the $400 million aggregate principal amount of term loans
outstanding under our Interim Loan Agreement, dated March 23, 2015, and
for general corporate purposes, which may include payment of a portion
of the cash consideration in respect of the purchase (the “Purchase”) of
our equity interests in our joint venture with United Surgical Partners
International (“USPI”). The gross proceeds of the THC unsecured notes
will be used in part (i) to pay the cash consideration in respect of the
Purchase, (ii) to pay the cash consideration in respect of our
previously announced acquisition of 100% of the issued A shares, B1
shares and B2 shares of European Surgical Partners Ltd, (iii) for the
refinancing of indebtedness of USPI, and (iv) to pay related transaction
fees and expenses.
The notes being offered have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), or any 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 are being 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, dated today, will be made available
to such eligible persons. The offering is being conducted in accordance
with the terms and subject to the conditions set forth in the 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 with 110,000 employees united around a common mission:
to help people live happier, healthier lives. The company operates 80
hospitals, 219 outpatient centers, six health plans and Conifer Health
Solutions, a leading provider of healthcare business process services in
the areas of revenue cycle management, value based care and patient
communications. For more information, please visit www.tenethealth.com.
The terms "THC", "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,” “assume,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “see,” 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, the factors disclosed under
“Forward-Looking Statements” and “Risk Factors” in our Form 10-K for the
year ended December 31, 2014, and in our quarterly reports on Form 10-Q,
periodic reports on Form 8-K and other filings with the Securities and
Exchange Commission. The information contained in this release is as of
the date hereof. The company assumes no obligation to update
forward-looking statements contained in this release as a result of new
information or future events or developments.
Tenet uses its company website to provide important information to
investors about the company including the posting of important
announcements regarding financial performance and corporate developments.
