Tenet Healthcare to issue $2.0B in 2034 notes
Tenet Healthcare Corporation (THC) announced a private placement of $2.0 billion aggregate principal amount of 6.250% senior notes due September 15, 2034, upsized from a previously announced $1.5 billion offering.
Rhea-AI Filing Summary
Tenet Healthcare Corporation (THC) announced a private placement of $2.0 billion aggregate principal amount of 6.250% senior notes due September 15, 2034, upsized from a previously announced $1.5 billion offering. Completion is expected on September 22, 2026, subject to customary closing conditions.
Tenet plans to use the net proceeds, together with cash on hand, to redeem $1.5 billion of its 5.125% senior secured first lien notes due November 2027 and $0.5 billion of its 6.125% senior notes due October 2028, with redemptions expected on September 23, 2026. The new notes will be unsecured senior obligations, ranking pari passu with other senior unsecured debt, senior to subordinated obligations, effectively subordinated to secured debt to the extent of collateral value, and structurally subordinated to obligations of subsidiaries.
Positive
- $2.0 billion of new senior notes due 2034 are expected to refinance $2.0 billion of 2027–2028 notes, extending Tenet’s debt maturities by several years.
- Refinancing includes redemption of all $1.5 billion of 5.125% senior secured first lien notes due 2027, reducing near-term secured debt obligations.
Negative
- The new 6.250% notes replace existing debt bearing coupons of 5.125% and 6.125%, indicating Tenet will pay a higher stated interest rate on the refinanced portion.
Filing Explained
The priced senior notes remain unregistered and are being offered only to qualified institutional buyers or eligible non-U.S. purchasers, so resale in the United States requires an exemption or another transaction not subject to registration requirements.
8-K Event Classification
3 items: 7.01, 8.01, 9.01
3 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
New senior notes size: $2.0 billion aggregate principal amount
Coupon rate on new notes: 6.250% per annum
Redemption of 2027 Notes: $1.5 billion principal amount
+5 more
8 metrics
New senior notes size
$2.0 billion aggregate principal amount
Senior notes due September 15, 2034 in private offering
Coupon rate on new notes
6.250% per annum
Interest rate on $2.0 billion senior notes due 2034
Redemption of 2027 Notes
$1.5 billion principal amount
5.125% senior secured first lien notes due November 2027 to be fully redeemed
Partial redemption of 2028 Notes
$0.5 billion principal amount
6.125% senior notes due October 2028 to be partially redeemed
Existing 2027 Notes coupon
5.125%
Senior secured first lien notes due November 2027 being refinanced
Existing 2028 Notes coupon
6.125%
Senior notes due October 2028 partially redeemed
Expected closing date
September 22, 2026
Expected completion of the $2.0 billion notes offering
Expected redemption date
September 23, 2026
Expected redemption of 2027 Notes and partial redemption of 2028 Notes
Key Terms
qualified institutional buyers, Rule 144A, Regulation S, senior secured first lien notes, +2 more
6 terms
qualified institutional buyers regulatory
"offered only to persons reasonably believed to be “qualified institutional buyers”"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
Rule 144A regulatory
"“qualified institutional buyers” under Rule 144A of the Securities Act"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"outside the United States, to persons other than “U.S. persons” in compliance with Regulation S"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
senior secured first lien notes financial
"5.125% senior secured first lien notes due November 2027"
Senior secured first lien notes are debt securities that give holders top priority to be repaid and to seize specific collateral if the borrower defaults. Think of them like being first in line and holding the deed to a valuable asset — this higher claim usually means lower risk and lower interest than unsecured or subordinated debt. Investors care because these notes affect expected return, default recovery and relative safety within a company’s capital structure.
structurally subordinated financial
"will be structurally subordinated to all obligations and liabilities of Tenet’s subsidiaries"
A claim or security is structurally subordinated when it sits lower in the legal repayment order because it is issued by a subsidiary rather than the parent company, so its holders are paid only after the parent’s creditors and any creditors of the subsidiary’s parent entities are satisfied. Imagine a line for repayment: structurally subordinated investors stand further back in line, which affects the likelihood and amount they might recover if the company or group faces financial trouble. This matters to investors because it usually implies higher risk and can influence expected return, liquidity, and credit pricing.
forward-looking statements regulatory
"This release contains “forward-looking statements” - that is, statements that relate to future"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
FAQ
What did Tenet Healthcare (THC) announce in this Form 8-K?
Tenet announced a private placement of $2.0 billion aggregate principal amount of 6.250% senior notes due 2034, upsized from $1.5 billion, to refinance portions of its existing 2027 and 2028 notes, subject to pricing and customary closing conditions.
What are the key terms of Tenet Healthcare’s (THC) new senior notes?
The new notes total $2.0 billion in aggregate principal, bear interest at 6.250% per annum, and mature on September 15, 2034. They are unsecured senior obligations ranking equally with Tenet’s other senior unsecured debt and are being sold in a private offering.
How will Tenet Healthcare (THC) use the proceeds from the $2.0 billion notes?
Tenet intends to use the net proceeds, together with cash on hand, to finance the redemption of $1.5 billion of 5.125% senior secured first lien notes due 2027 and $0.5 billion of 6.125% senior notes due 2028.
When are the closing of Tenet’s (THC) notes offering and the redemptions expected?
Closing of the $2.0 billion senior notes offering is expected on September 22, 2026, subject to customary conditions. The redemption of the 2027 Notes and partial redemption of the 2028 Notes are expected on September 23, 2026.
Who can buy Tenet Healthcare’s (THC) new senior notes?
The notes will be offered only to qualified institutional buyers under Rule 144A in the United States and to non-U.S. persons under Regulation S. The notes are not registered under the Securities Act and cannot be sold publicly without an applicable exemption.
How do Tenet’s new notes rank relative to its other obligations?
The new notes are unsecured senior obligations, ranking equally with existing and future senior unsecured debt, senior to unsecured subordinated obligations, effectively subordinated to senior secured debt to the extent of collateral value, and structurally subordinated to obligations of subsidiaries.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
_______________
Date of Report: September 8, 2026
(Date of earliest event reported)
_______________
(Exact name of Registrant as specified in its charter)
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
(Address of principal executive offices, including zip code)
(469 ) 893-2200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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)) | |||||
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 pursuant to Section 13(a) of the Exchange Act. ☐
The information in Item 7.01 of this Current Report on Form 8-K and the press releases attached hereto as Exhibit 99.1 and Exhibit 99.2 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.
Item 7.01. | Regulation FD Disclosure. | ||||
On September 8, 2026 , Tenet Healthcare Corporation (the “Company”) issued a press release announcing the commencement of private placement offering of $1.5 billion in aggregate principal amount of its senior notes due 2034. A copy of the press release is furnished as Exhibit 99.1 attached hereto and is incorporated herein by reference.
Additionally, on September 8, 2026 , the Company issued a press release announcing the upsize and pricing of $2.0 billion in aggregate principal amount of its 6.250% senior notes due 2034 (the “notes”). The closing of the sale of the notes is expected to occur on September 22, 2026, and are subject to customary closing conditions. A copy of the press release is furnished as Exhibit 99.2 attached hereto and is incorporated herein by reference.
The notes will be the Company’s unsecured obligations and will rank equally in right of payment with its existing and future senior unsecured obligations, will rank senior in right of payment to all of the Company’s existing and future unsecured subordinated obligations, will be effectively subordinated to all of the Company’s existing and future senior secured obligations to the extent of the value of the collateral securing the Company’s senior secured obligations and will be structurally subordinated to all obligations and liabilities of the Company’s subsidiaries to the extent of the value of the assets of such subsidiaries.
The Company 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 5.125% senior secured first lien notes due November 2027 (the “2027 Notes”) and the partial redemption of $0.5 billion outstanding of its 6.125% senior notes due October 2028 (the “2028 Notes”).
Item 8.01. | Other Events. | ||||
On September 8, 2026 , the Company issued a notice of conditional full redemption to the holders of its 2027 Notes and a notice of conditional partial redemption to the holders of its 2028 Notes. The 2027 Notes and 2028 Notes are expected to be redeemed on September 23, 2026.
Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits
Exhibit No. | Description | ||||||||||
99.1 | Press Release issued by the Company on September 8, 2026, announcing the commencement of the offering of the notes. | ||||||||||
| 99.2 | Press Release issued by the Company on September 8, 2026, announcing the pricing of the notes. | ||||||||||
104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | ||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TENET HEALTHCARE CORPORATION | |||||||||||
| Date: September 8, 2026 | By: | /s/ THOMAS ARNST | |||||||||
| Name: | Thomas Arnst | ||||||||||
| Title: | Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | ||||||||||
Exhibit 99.1
 | ||
Tenet Announces Private Offering of Senior Notes to Refinance $1.5 Billion in Outstanding Notes
DALLAS – September 8, 2026 – Tenet Healthcare Corporation (NYSE: THC) today announced a private placement offering of $1.5 billion in aggregate principal amount of new senior notes due 2034 (the “notes”) to refinance $1.5 billion of its currently outstanding notes. Completion of the notes offering is subject to, among other things, pricing and customary closing conditions.
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 of the aggregate principal amount outstanding of its 5.125% senior secured first lien notes due November 2027 (the “2027 Notes”).
The notes will be Tenet’s unsecured obligations and will rank equally in right of payment with its 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 Tenet’s senior secured obligations and will be structurally 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 persons reasonably believed to be “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. This news release shall not constitute a notice of redemption of the 2027 Notes.
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 Tenet’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 Tenet’s actual results to be materially different than those expressed in Tenet’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, 2025, subsequent Form 10-Q filings and other filings with the Securities and Exchange Commission.
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 ambulatory surgery centers and surgical hospitals. We also operate a national portfolio of acute care and specialty hospitals, 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.
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Investor Contact: Will McDowell 469-893-2387 william.mcdowell@tenethealth.com | Media Contact: Olivia E. Nadler 469-893-6352 MediaRelations@tenethealth.com | ||||
Exhibit 99.2
| ||
Tenet Announces Upsizing and Pricing of Its $2.0 Billion Private Offering of Senior Notes
DALLAS – September 8, 2026 – Tenet Healthcare Corporation (NYSE: THC) today announced the pricing of the previously announced private placement offering and has agreed to issue and sell $2.0 billion in aggregate principal amount of senior notes due on September 15, 2034, which will bear interest at a rate of 6.250% per annum (the “notes”). The aggregate principal amount of notes to be issued in the offering was increased to $2.0 billion from the previously announced amount of $1.5 billion. Completion of the notes offering is expected to occur on September 22, 2026, and is subject to, among other things, customary closing conditions.
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 5.125% senior secured first lien notes due November 2027 (the “2027 Notes”) and the partial redemption of $0.5 billion outstanding of its 6.125% senior notes due October 2028 (the “2028 Notes” and, together with the 2027 Notes, the “Redemption Notes”).
The notes will be Tenet’s unsecured obligations and will rank equally in right of payment with its 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 Tenet’s senior secured obligations and will be structurally 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 persons reasonably believed to be “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. This news release shall not constitute a notice of redemption of the Redemption Notes.
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 Tenet’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 Tenet’s actual results to be materially different than those expressed in Tenet’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, 2025, subsequent Form 10-Q filings and other filings with the Securities and Exchange Commission.
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 ambulatory surgery centers and surgical hospitals. We also operate a national portfolio of acute care and specialty hospitals, 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.
###
Investor Contact: Will McDowell 469-893-2387 william.mcdowell@tenethealth.com | Media Contact: Olivia E. Nadler 469-893-6352 MediaRelations@tenethealth.com | ||||