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 29, 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 29, 2024, the Company issued a press release announcing the anticipated sale of two hospitals located in California (Sierra Vista Regional Medical Center and Twin Cities Community Hospital) and certain related operations (the “Divested Facilities”) for $550 million in cash (after-tax proceeds of approximately $450 million) (the “Transaction”). A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

For the year ended December 31, 2023, the two hospitals and related operations included in the sale generated revenues of approximately $337 million, pre-tax income of approximately $25 million and Adjusted EBITDA of approximately $38 million, excluding depreciation and amortization expense of approximately $13 million. The Company estimates recording a pre-tax book gain of approximately $275 million as a result of this anticipated transaction.

The information contained in this Item 7.01 and Exhibit 99.1 is 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 (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 8.01.			Other Events.

On February 29, 2024, the Company and certain of its subsidiaries announced entering into a definitive agreement (the “Purchase Agreement”) for the sale of two hospitals located in California (Sierra Vista Regional Medical Center and Twin Cities Community Hospital) and certain related operations to Adventist Health (“Purchaser”). Subject to the terms and conditions in the Purchase Agreement, the Company has agreed to sell these hospitals for $550 million in cash (subject to customary purchase price adjustments, including working capital and other items). The Transaction is not subject to a financing contingency.

Under the Purchase Agreement, the Company's Conifer Health Solutions subsidiary will enter into a contract to provide revenue cycle services for Adventist Health.

The Purchase Agreement includes customary representations, warranties, covenants and termination provisions for each of the parties, as well as certain indemnities. The completion of the Transaction is subject to closing conditions, including but not limited to certain regulatory or governmental filings and approvals having been made or obtained, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. This transaction is anticipated to close in the spring of 2024.

Cautionary Statement

This report contains “forward-looking statements” - that is, statements that relate to future, not past, events. In this context, forward-looking statements often address the Company’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, especially with regards to developments related to COVID-19. Particular uncertainties that could cause the Company’s actual results to be materially different than those expressed in the Company’s forward-looking statements include, but are not limited to, the impact of the COVID-19 pandemic, and other factors disclosed under “Forward-Looking Statements” and “Risk Factors” in our Form 10-K for the year ended December 31, 2023 and other filings with the Securities and Exchange Commission.


Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
99.1						Press release issued on February 29, 2024
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 29, 2024	By:	/s/ THOMAS ARNST
		Name: Thomas Arnst
		Title: Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

Exhibit 99.1

Tenet to Sell Two Hospitals and Enter into a Revenue Cycle Services Partnership with Adventist Health

Tenet announces agreement to sell San Luis Obispo County hospitals and related operations as well as a new health system partnership for Conifer Health Solutions

DALLAS—February 29, 2024 —Tenet Healthcare Corporation (NYSE: THC) has entered into a definitive agreement with Adventist Health for the sale of two Tenet hospitals and related operations in San Luis Obispo County. Tenet also announced its Conifer Health Solutions subsidiary will enter into an agreement to provide revenue cycle services for Adventist Health.

The transaction will include Sierra Vista Regional Medical Center and Twin Cities Community Hospital, as well as affiliated physician practices and other related operations. The agreement is for approximately $550 million (after-tax proceeds of approximately $450 million).

For the year ended December 31, 2023, the two hospitals and related operations included in the sale generated revenues of approximately $337 million, pre-tax income of approximately $25 million and Adjusted EBITDA of approximately $38 million, excluding depreciation and amortization expense of approximately $13 million. The company estimates recording a pre-tax book gain of approximately $275 million as a result of this anticipated transaction.

The transaction is expected to be completed in the spring of 2024, subject to customary regulatory approvals, clearances, and closing conditions.

Additionally, Conifer Health Solutions will enter into a strategic partnership with Adventist Health to provide hospital and physician revenue cycle services. Conifer to provide services for over $3.5 billion in net revenue and deliver its best-in-class revenue cycle capabilities to enable Adventist Health to optimize cashflow performance and enhance patient engagement. Conifer looks forward to delivering its advanced technologies and AI-driven workflows to support Adventist Health’s revenue cycle strategies and performance.

“Adventist Health is a prominent healthcare system with a commitment to compassionate care and serving the communities of San Luis Obispo County,” said Saum Sutaria, M.D., Chairman and CEO, Tenet Healthcare. “Furthermore, our revenue cycle services partnership will enable our organizations to apply new innovations to optimize the patient experience.”

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.

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 the Company’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 the Company’s actual results to be materially different than those expressed in the Company’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 for the year ended December 31, 2023, and other filings with the Securities and Exchange Commission.

###


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. 29, 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. 29, 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