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Universal Health Services, Inc. entered into an underwriting agreement with a syndicate led by J.P. Morgan Securities, BofA Securities, Truist Securities, U.S. Bancorp Investments and Wells Fargo Securities for the issuance and sale of $1,100,000,000 aggregate principal amount of senior secured notes. The notes will be guaranteed on a senior secured basis by subsidiaries that guarantee the company’s senior secured credit facility and other first- or junior-lien obligations, and will be issued under an effective Form S-3 shelf registration and related prospectus supplement. Affiliates of several underwriters are lenders and agents under the company’s revolving credit facility and term loans and will receive a portion of the proceeds through repayment of outstanding borrowings and potential repayment of 1.650% Senior Secured Notes due 2026. J.P. Morgan Securities LLC is also acting as financial advisor on the proposed acquisition of Talkspace, Inc.
Universal Health Services, Inc. plans to issue new senior secured notes under an effective shelf registration. The notes will be first-lien, cash-pay instruments guaranteed by subsidiaries that also guarantee the senior secured credit facility and existing secured notes, and secured on a pari passu basis by substantially the same collateral. Proceeds are expected to be used to repay $700 million of 2026 senior secured notes at maturity, reduce $225 million drawn on the revolving credit facility and support the purchase price for Talkspace, with any remainder for general corporate purposes. UHS is a large acute care and behavioral health operator with $9.13 billion net revenues and $707.1 million net income attributable to UHS for the six months ended June 30 2026, total debt of $4.85 billion, total assets of $15.94 billion and a reported leverage ratio of 1.73x. The filing details extensive risks tied to leverage, collateral structure, subsidiary guarantees, change-of-control provisions, interest-rate exposure and potential releases of guarantees and liens if investment-grade conditions are met.
Universal Health Services, Inc. filed a post-effective amendment to its automatic shelf registration statement on Form S‑3 (Registration No. 333-282135). The amendment adds UHS East End Corporation, UHS East End Sub, LLC and UHS of Kansas City, LLC as subsidiary guarantors of UHS debt securities and as co‑registrants, and registers these New Guarantors’ guarantees of the debt securities already covered.
The filing also reflects the conversion of Cumberland Hospital, LLC from a Virginia limited liability company to a Delaware limited liability company, updates the extensive Table of Additional Registrants, and includes additional exhibits, including detailed state-by-state indemnification descriptions for subsidiaries. The existing base prospectus remains unchanged and is omitted from this amendment.
Universal Health Services reported Q2 2026 net revenues of $4.64 billion, up from $4.28 billion a year earlier. Income from operations was $516.7 million and net income attributable to UHS was $358.4 million, or diluted EPS of $5.98 versus $5.43 in Q2 2025. For the first six months, net revenues were $9.13 billion and net income attributable to UHS was $707.1 million, or diluted EPS of $11.63.
Operating cash flow for the first half was $844.9 million, funding $444.8 million of capital spending and $484.6 million of share repurchases, with period‑end cash and restricted cash of $272.4 million. Total debt was about $4.9 billion; the company expanded its credit agreement to a $1.5 billion revolver and larger term loan A, added a $400 million delayed‑draw term loan, and put in place a $700 million short‑term delayed‑draw facility, leaving $1.27 billion of revolver capacity undrawn.
UHS agreed to acquire virtual behavioral‑health provider Talkspace for approximately $835 million, to be financed under the amended credit facilities. Self‑insured professional and general liability reserves increased to $499 million, including a $28 million pre‑tax reserve build in Q2. The company also described ongoing litigation and regulatory matters, including the Cumberland cases, Medicare termination at Laurel Ridge, and license revocations at Provo Canyon School, noting they could affect future results and insurance coverage depending on outcomes.
First Eagle Investment Management, LLC reports beneficial ownership of Universal Health Services Inc common stock on a passive basis. It is deemed to beneficially own 4,674,801.24 shares, representing 8.77% of the common stock believed to be outstanding, with 4,223,910.24 shares subject to sole voting power and all 4,674,801.24 shares subject to sole dispositive power.
The shares are held by or at the direction of First Eagle Investment Management and its adviser subsidiaries, principally on behalf of investment advisory clients, who have the right to receive dividends and sale proceeds. The First Eagle Global Fund, a registered investment company advised by First Eagle, may be deemed to beneficially own 3,108,317 shares, or 5.83% of Universal Health Services’ common stock.
Universal Health Services reported second‑quarter 2026 net revenues of $4.64 billion, up 8.3% from 2025, and net income attributable to UHS of $358.4 million, or $5.98 per diluted share, versus $5.43 a year earlier. Results reflected a $100 million favorable Florida Medicaid managed care directed payment, partly offset by a $28 million increase in self‑insured liability reserves, with no non‑GAAP adjustments in 2026.
For the first six months of 2026, net revenues rose to $9.13 billion and net income attributable to UHS to $707.1 million, or $11.63 per diluted share. EBITDA net of noncontrolling interests reached $680.2 million in the quarter and $1.33 billion year‑to‑date, while Adjusted EBITDA net of NCI was $677.9 million and $1.33 billion, respectively. Same‑facility acute care and behavioral health revenues increased 8.2% and 7.4%, supported by higher admissions, patient days and revenue per unit.
Net cash provided by operating activities was $844.9 million in the first half, below 2025 primarily due to working‑capital timing. UHS repurchased 1.89 million shares for $320.3 million in the quarter, leaving $977.6 million in remaining authorization. The company revised 2026 guidance to net revenues of $18.501–$18.762 billion, Adjusted EBITDA net of NCI of $2.610–$2.717 billion, and adjusted EPS‑diluted of $22.28–$23.65. The revised midpoints imply a 0.2% increase in expected net revenues but 1.9% and 2.6% reductions in Adjusted EBITDA and adjusted EPS versus the original 2026 forecast.
Universal Health Services, Inc. entered into a Twelfth Amendment to its Credit Agreement, establishing a new incremental delayed draw tranche A term loan facility of up to $700 million under its Senior Secured Credit Facility (the July 2026 Delayed Draw Term Loan). The loan may be drawn from July 20, 2026 through September 30, 2026 and will mature 364 days after the funding date. It does not amortize, with any outstanding principal due in full at maturity, and is subject to mandatory prepayment upon certain new indebtedness or equity issuances, subject to limited exceptions.
The company states that if it draws on this facility, it intends to use the proceeds for general corporate purposes, including refinancing existing indebtedness and paying related fees and expenses. Initial interest margins are 0.125% for ABR Loans and 1.125% for Term Benchmark and RFR Loans, based on its Consolidated Net Leverage Ratio. Obligations under the Senior Secured Credit Facility are secured on an equal and ratable basis with multiple existing series of the company’s senior secured notes pursuant to its Amended and Restated Collateral Agreement.
UNIVERSAL HEALTH SERVICES INC Executive Chairman Alan B. Miller reported internal transfers and trust distributions of Class B Common Stock with no open-market trading. On May 27, 2026, several grantor retained annuity trusts (GRATs) distributed shares to Miller, while he also transferred shares from his direct holdings into new 2026 GRATs.
Footnotes state that distributions such as 13,963, 9,418 and 14,163 Class B shares from various 2024 and 2025 GRATs left his pecuniary interest unchanged, indicating these were structural movements rather than economic purchases or sales. After the reported J-code transactions, Miller’s direct holdings are shown as 1,810,129 Class B shares, alongside multiple indirect positions in family trusts and foundations, some of which he disclaims beneficial ownership of.
Universal Health Services, Inc. reported the results of its 2026 Annual Meeting of Stockholders held virtually on May 20, 2026. Stockholders elected Alan B. Miller as a Class III director with 7,236,288 votes in favor and no votes withheld, and elected Nina Chen-Langenmayr with 31,836,231 votes in favor and 14,129,963 votes withheld.
Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 62,219,230 votes in favor and 228,600 against. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 62,633,332 votes in favor.
A stockholder proposal requesting reporting of votes based on UHS shareholder money at risk was rejected, receiving 2,917,981 votes in favor and 59,513,156 against. A separate workforce diversity disclosure proposal was withdrawn before the meeting and therefore was not voted on.
Chen-Langenmayr Nina reported acquisition or exercise transactions in this Form 4 filing.
UNIVERSAL HEALTH SERVICES INC director Nina Chen-Langenmayr received an equity award of 1,217 shares of Class B Common Stock. The shares were granted as restricted stock units with a grant price of $0.00 per share, bringing her direct holdings to 4,267 shares after the award.
The restricted stock units were granted under the company’s Amended and Restated 2020 Omnibus Stock and Incentive Plan. All units are scheduled to vest on the earlier of May 20, 2027, or the next annual meeting of stockholders that occurs at least 50 weeks after the May 20, 2026 annual meeting.