On November 18, 2025, Tenet Healthcare Corporation (?Tenet?) issued $1,500,000,000 in aggregate principal amount of 5.500% senior secured first lien notes due 2032 (the ?First Lien Notes?) and $750,000,000 in aggregate principal amount of 6.000% senior notes due 2033. The First Lien Notes were issued pursuant to an indenture, dated as of November 6, 2001, between Tenet and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York as trustee, as supplemented by the forty-first supplemental indenture, dated as of November 18, 2025 among Tenet, the guarantors party thereto, and the Trustee and the Senior Notes were issued pursuant to the Base Indenture, as supplemented by the forty-second supplemental indenture, dated as of November 18, 2025 between Tenet and the Trustee. Tenet intends to use the net proceeds from the sale of the Notes, after payment of fees and expenses, to finance, together with cash on hand, the redemption of all $1.5 billion outstanding of its 6.250% senior secured second lien notes due February 2027 and the partial redemption of $0.75 billion outstanding of its 6.125% senior notes due October 2028.
The First Lien Notes Indenture contains covenants that, among other things, restrict Tenet?s ability and the ability of its subsidiaries to: incur liens; provide subsidiary guarantees; consummate asset sales; enter into sale and lease-back transactions; or consolidate, merge or sell all or substantially all of their assets, other than in certain transactions between one or more of Tenet?s wholly owned subsidiaries and Tenet. The Senior Notes Indenture contains covenants that, among other things, restrict Tenet?s ability and the ability of its subsidiaries to: incur liens; enter into sale and lease-back transactions; or consolidate, merge or sell all or substantially all of their assets, other than in certain transactions between one or more of Tenet?s wholly owned subsidiaries and Tenet. These restrictions, however, are subject to a number of important exceptions and qualifications.
In particular, there are no restrictions on Tenet?s ability or the ability of its subsidiaries to incur additional indebtedness, make restricted payments, pay dividends or make distributions in respect of capital stock, purchase or redeem capital stock, enter into transactions with affiliates or make advances to, or invest in, other entities. The Indentures also provide that the Notes may become subject to redemption under certain circumstances, including a change of control of Tenet. Prior to November 15, 2028, Tenet may, at its option, redeem the First Lien Notes in whole or in part, at a redemption price equal to 100% of the principal amount of the First Lien Notes being redeemed plus the make-whole premium set forth in the First Lien Notes Indenture, together with accrued and unpaid interest.
On and after November 15, 2028, Tenet may, at its option, redeem the First Lien Notes in whole or in part, at certain redemption prices set forth in the First Lien Notes Indenture, together with accrued and unpaid interest. Prior to November 15, 2028, Tenet may, at its option, redeem the Senior Notes in whole or in part, at a redemption price equal to 100% of the principal amount of the Senior Notes being redeemed plus the make-whole premium set forth in the Senior Notes Indenture, together with accrued and unpaid interest. On and after November 15, 2028, Tenet may, at its option, redeem the Senior Notes in whole or in part, at certain redemption prices set forth in the Senior Notes Indenture, together with accrued and unpaid interest.
