Tenet Announces Private Offering of Senior Secured and Unsecured Notes to Refinance $3.541 Billion in Outstanding Notes
June 05 2017 - 7:25AM
Business Wire
Tenet Healthcare Corporation (NYSE: THC) intends to refinance
$3.541 billion of its currently outstanding notes by offering to
sell $3.780 billion of newly issued notes through a private
placement. The offering will include:
- $830 million aggregate principal amount
of newly issued senior secured first lien notes due 2024 issued by
Tenet (the “Tenet secured first lien notes”);
- $1.040 billion in aggregate principal
amount of newly issued senior secured first lien notes due 2024
issued by THC Escrow Corporation III (“THC Escrow Corp.”), a
Delaware corporation established to issue the THC Escrow Corp.
notes (as defined below) (the “THC secured first lien notes” and,
together with the Tenet secured first lien notes, the “secured
first lien notes);
- $1.410 billion in aggregate principal
amount of newly issued senior secured second lien notes due 2025
issued by THC Escrow Corp. (the “secured second lien notes”);
and
- $500 million in aggregate principal
amount of newly issued senior unsecured notes due 2025 issued by
THC Escrow Corp. (the “unsecured notes” and, together with the THC
secured first lien notes and the secured second lien notes, the
“THC Escrow Corp. notes;” the Tenet secured first lien notes and
the THC Escrow Corp. notes, collectively, the “notes”).
Tenet intends to use the net proceeds from the sale of the
notes, after payment of fees and expenses, to fund the redemption
and discharge of:
- $900 million aggregate principal amount
of its outstanding Floating Rate Senior Secured Notes due
2020;
- $500 million aggregate principal amount
of its outstanding 8% Senior Notes due 2020;
- $1.100 billion aggregate principal
amount of its outstanding 5% Senior Notes due 2019; and
- $1.041 billion aggregate principal
amount of its outstanding 6.25% Senior Secured Notes due 2018
(collectively, the “redemptions”).
Upon the completion of the redemptions, the THC Escrow Corp.
notes will become the obligations of Tenet.
The secured first lien notes will be guaranteed by certain of
Tenet’s subsidiaries and secured on a first lien priority basis by
a pledge of the capital stock and other ownership interests of
certain of Tenet’s subsidiaries. The secured first lien notes will
be effectively senior to Tenet’s existing and future
second-priority secured debt and obligations to the extent of the
value of the collateral securing such borrowings.
The secured second lien notes, upon becoming Tenet’s
obligations, 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 secured second lien 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 unsecured notes, upon becoming Tenet’s obligations, will be
Tenet’s general unsecured senior obligations and will rank equally
in right of payment with Tenet’s existing and future senior
unsecured obligations, will rank senior in right of payment to all
of Tenet’s existing and future unsecured subordinated obligations,
will be effectively subordinated to all of Tenet’s existing and
future senior secured obligations to the extent of the value of the
collateral securing its senior secured obligations, and will be
effectively subordinated to all obligations and liabilities of
Tenet’s subsidiaries to the extent of the value of the assets of
such subsidiaries.
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 130,000 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 80 general
acute care hospitals, 20 short-stay surgical hospitals and
approximately 470 outpatient centers in the United States, as well
as nine facilities in the United Kingdom. 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,” “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, 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, 2016, Form 10-Q for the
quarterly period ended March 31, 2017 and other filings with the
Securities and Exchange Commission.
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170605005557/en/
Tenet Healthcare CorporationCorporate
CommunicationsLesley Bogdanow,
469-893-2640mediarelations@tenethealth.comorInvestor
RelationsBrendan Strong,
469-893-6992investorrelations@tenethealth.com
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