What is the company issuing and on what terms?

Tenet Healthcare Corporation priced $2.0 billion aggregate principal amount of 6.250% senior notes due September 15, 2034. The offering was increased from the previously announced $1.5 billion. The notes are unregistered and offered privately.

Why is Tenet issuing these notes?

The company intends to use net proceeds, after fees and expenses, together with cash on hand, to redeem all $1.5 billion of its 5.125% senior secured first lien notes due November 2027 and to partially redeem $0.5 billion of its 6.125% senior notes due October 2028.

How do the new notes rank relative to Tenet's other debt?

The notes are unsecured and rank equally in right of payment with existing and future senior unsecured obligations and senior to existing and future unsecured subordinated obligations. They are effectively subordinated to senior secured obligations to the extent of collateral value and structurally subordinated to subsidiary obligations to the extent of subsidiary asset values.

When are the closing and the redemptions expected to occur?

Closing of the notes sale is expected on September 22, 2026, subject to customary closing conditions. The 2027 Notes and 2028 Notes are expected to be redeemed on September 23, 2026, under conditional redemption notices issued on September 8, 2026.

THC 8-K: Regulation FD

01—Abstract

Summary

Summary of the 8-K filed September 8, 2026. Cited figures are marked; the original filing is the authoritative source.

On September 8, 2026, Tenet Healthcare Corporation (NYSE: THC) announced a private placement of senior notes to refinance existing debt.

The company initially launched a $1.5 billion^a offering of new senior notes due 2034, then upsized and priced the offering at $2.0 billion of 6.250% senior notes due September 15, 2034. The notes are unsecured obligations that rank equally with existing and future senior unsecured obligations, and are effectively and structurally subordinated to secured obligations and subsidiary liabilities, respectively, to the extent of collateral and subsidiary asset values. Closing is expected on September 22, 2026, subject to customary conditions.

Net proceeds, after fees and expenses, together with cash on hand, will fund the redemption of all $1.5 billion^b outstanding of the 5.125% senior secured first lien notes due November 2027 and a partial redemption of $0.5 billion of the 6.125% senior notes due October 2028. On the same date, the company issued conditional notices of full redemption for the 2027 Notes and conditional partial redemption for the 2028 Notes, with redemptions expected on September 23, 2026.

For investors, the transaction is primarily a refinancing that replaces $2.0 billion^c of higher-coupon debt maturing in 2027 and 2028 with new notes maturing in 2034, and the upsizing to $2.0 billion from $1.5 billion indicates the offering was increased in size. The filing does not describe changes to the company's overall debt amount beyond these redemptions and the new issuance.

02—Key points

Key Highlights

Tenet priced $2.0 billion aggregate principal amount of 6.250% senior notes due September 15, 2034, upsized from the initially announced $1.5 billion.
Net proceeds, with cash on hand, will fund redemption of all $1.5 billion of 5.125% senior secured first lien notes due November 2027.
Net proceeds, with cash on hand, will also fund a partial redemption of $0.5 billion of 6.125% senior notes due October 2028.
The new notes are unsecured and rank equally with existing and future senior unsecured obligations, but are effectively subordinated to senior secured obligations and structurally subordinated to subsidiary obligations.
Closing is expected on September 22, 2026, subject to customary closing conditions.
Conditional redemption notices were issued on September 8, 2026, with redemptions expected on September 23, 2026.
The notes were offered privately to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and are not registered under the Securities Act.

03—Questions

Frequently Asked Questions

What is the company issuing and on what terms?
Tenet Healthcare Corporation priced $2.0 billion aggregate principal amount of 6.250% senior notes due September 15, 2034. The offering was increased from the previously announced $1.5 billion. The notes are unregistered and offered privately.
Why is Tenet issuing these notes?
The company intends to use net proceeds, after fees and expenses, together with cash on hand, to redeem all $1.5 billion of its 5.125% senior secured first lien notes due November 2027 and to partially redeem $0.5 billion of its 6.125% senior notes due October 2028.
How do the new notes rank relative to Tenet's other debt?
The notes are unsecured and rank equally in right of payment with existing and future senior unsecured obligations and senior to existing and future unsecured subordinated obligations. They are effectively subordinated to senior secured obligations to the extent of collateral value and structurally subordinated to subsidiary obligations to the extent of subsidiary asset values.
When are the closing and the redemptions expected to occur?
Closing of the notes sale is expected on September 22, 2026, subject to customary closing conditions. The 2027 Notes and 2028 Notes are expected to be redeemed on September 23, 2026, under conditional redemption notices issued on September 8, 2026.

04—Continue

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