THC Tenet Healthcare Corporation New

On August 12, 2019, Tenet Healthcare Corporation (the “Company”) issued a press release announcing the pricing of the previously announced private placement offering of $4.2 billion in aggregate principal amount of newly issued notes (the “Notes Offering”), which consists of $600 million in aggregate principal amount of senior secured first lien notes due September 1, 2024, $2.1 billion in aggregate principal amount of senior secured first lien notes due January 1, 2026, and $1.5 billion in aggregate principal amount of senior secured first lien notes due November 1, 2027, of the Company. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

The Company intends to use the net proceeds from the Notes Offering, after payment of fees and expenses, together with cash on hand and/or any borrowings under its senior secured revolving credit facility, to fund the redemption and discharge of (i) $500 million aggregate principal amount of the Company’s outstanding 4.750% Senior Secured Notes due 2020; (ii) $1,800 million aggregate principal amount of the Company’s outstanding 6.000% Senior Secured Notes due 2020; (iii) $850 million aggregate principal amount of the Company’s outstanding 4.500% Senior Secured Notes due 2021; and (iv) $1,050 million outstanding aggregate principal amount of the Company’s 4.375% Senior Secured Notes due 2021 (together with the Notes Offering, the “Refinancing”).

Upon completion of the Refinancing, the Company will not have any senior notes maturing until April 1, 2022, but will have approximately $3.8 billion of senior notes that may be redeemed, at the Company’s option, over the following year. Total transaction costs for the Refinancing, including make-whole premiums on the $4.2 billion of notes to be redeemed, are expected to be approximately $200 million and will be funded by cash on hand and/or borrowings under the Company’s senior secured revolving credit facility. During the three months ending September 30, 2019, the Company expects to record a loss on the early extinguishment of debt of approximately $175 million, primarily related to the difference between the redemption prices and the par values of the notes redeemed pursuant to the Refinancing, as well as the write-off of the associated unamortized issuance costs. The annualized cash interest payments associated with the newly issued notes in the Notes Offering are expected to be approximately $9 million lower than the annualized cash interest payments associated with the outstanding notes being redeemed in the Refinancing.