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Universal Health Services (NYSE: UHS) inks $1.1B senior secured notes deal

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Filing Explained

The August 11 filing places Universal Health Services’ $1.1 billion senior-secured note transaction at the signed-underwriting-agreement stage: it reports a planned sale and related debt repayments, rather than an issuance or receipt of proceeds.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior secured notes issuance $1,100,000,000 aggregate principal amount New notes to be issued and sold under the underwriting agreement
Existing notes coupon 1.650% Senior Secured Notes due 2026 Certain underwriter affiliates may hold these notes and receive proceeds if repaid
Shelf registration number Form S-3 File No. 333-282135 Registration statement used for the senior secured notes offering
senior secured notes financial
"issuance and sale by the Issuer of $1,100,000,000 aggregate principal amount of senior secured notes"
Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.
underwriting agreement financial
"entered into an underwriting agreement with J.P. Morgan Securities LLC, BofA Securities, Inc."
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
revolving credit facility financial
"affiliates of certain of the other Underwriters... act as lenders... under the Issuer’s revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
tranche A term loan facilities financial
"act as lenders and, in some cases, as joint lead arrangers and agents, under the Issuer’s revolving credit facility and tranche A term loan facilities"
prospectus supplement regulatory
"including the prospectus dated September 16, 2024, and a related prospectus supplement dated August 11, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

FAQ

What did Universal Health Services (UHS) announce regarding new debt financing?
Universal Health Services entered an underwriting agreement to issue $1,100,000,000 of senior secured notes. The notes are guaranteed by subsidiaries that also guarantee its senior secured credit facility and other first- or junior-lien obligations.

How large is the senior secured notes offering by UHS (UHS)?
The company agreed to issue $1,100,000,000 aggregate principal amount of senior secured notes. These securities are being sold through a syndicate of underwriters under an effective Form S-3 shelf registration and related prospectus supplement.

Who are the underwriters for Universal Health Services’ (UHS) senior secured notes?
J.P. Morgan Securities, BofA Securities, Truist Securities, U.S. Bancorp Investments and Wells Fargo Securities act as representatives of the underwriters. Their affiliates also serve as lenders and agents under UHS’s revolving credit facility and term loan facilities.

How will affiliates of the underwriters benefit from UHS’s (UHS) notes issuance?
Affiliates of certain underwriters will receive a portion of the transaction proceeds through repayment of outstanding borrowings under UHS’s revolving credit facility. They may also receive proceeds if they hold the company’s 1.650% Senior Secured Notes due 2026 that are repaid.

How is J.P. Morgan Securities involved beyond underwriting for UHS (UHS)?
JPMorgan Chase Bank, N.A., an affiliate, acts as joint lead arranger and administrative agent under UHS’s senior secured credit facility. J.P. Morgan Securities LLC is also serving as financial advisor in UHS’s proposed acquisition of Talkspace, Inc.

Under which registration statement is UHS (UHS) issuing the new notes?
The senior secured notes will be issued under UHS’s and its guarantor subsidiaries’ Form S-3 Registration Statement No. 333-282135, as amended by Post-Effective Amendment No. 1, using a base prospectus and an August 11, 2026 prospectus supplement.

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Understanding 8-K Material Events →
UNIVERSAL HEALTH SERVICES INC false 0000352915 0000352915 2026-08-11 2026-08-11
 
 

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 (Date of earliest event reported): August 11, 2026

 

 

UNIVERSAL HEALTH SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-10765   23-2077891

(State or other jurisdiction of

Incorporation or Organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

UNIVERSAL CORPORATE CENTER

367 SOUTH GULPH ROAD

KING OF PRUSSIA, Pennsylvania 19406

(Address of principal executive office) (Zip Code)

Registrant’s telephone number, including area code (610) 768-3300

Not Applicable

(Former name or former address, if changed since last report)

 

 

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 (see General Instructions A.2. below):

 

☐

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

Class B Common Stock   UHS   New York Stock Exchange

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 1.01

Entry into a Material Definitive Agreement

On August 11, 2026, Universal Health Services, Inc. (the “Issuer”) and certain of its subsidiaries entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc., Truist Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC as representatives of the several underwriters named therein (the “Underwriters”), for the issuance and sale by the Issuer of $1,100,000,000 aggregate principal amount of senior secured notes (collectively, the “Notes”) in the following tranches:

 

  •  

$600,000,000 aggregate principal amount of 5.500% Senior Secured Notes due 2031; and

 

  •  

$500,000,000 aggregate principal amount of 6.000% Senior Secured Notes due 2036.

The Notes will be guaranteed on a senior secured basis by all of the Issuer’s existing and future direct and indirect subsidiaries that guarantee the Issuer’s senior secured credit facility or the Issuer’s other first lien obligations or any junior lien obligations (the “Subsidiary Guarantors”), and will be issued and sold pursuant to the Issuer’s and the Subsidiary Guarantors’ Registration Statement on Form S-3 (File No. 333-282135), as amended by the Post-Effective Amendment No. 1 thereto as filed with the Securities and Exchange Commission (the “SEC”) on August 7, 2026, including the prospectus dated September 16, 2024, and a related prospectus supplement dated August 11, 2026 as filed with the SEC on August 13, 2026 (the “Prospectus Supplement”).

The Underwriting Agreement includes customary representations, warranties and covenants by the Issuer and the Subsidiary Guarantors. It also provides for customary indemnification by the Issuer and the Subsidiary Guarantors, on the one hand, and the Underwriters, on the other hand, against certain liabilities arising out of or in connection with the sale of the Notes and for customary contribution provisions in respect of those liabilities.

As more fully described under the caption “Underwriting” in the Prospectus Supplement, certain of the Underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the Issuer and to persons and entities with relationships with the Issuer, for which they have received or will receive customary fees and expenses. In particular, JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, acts as a joint lead arranger and acts as administrative agent under the Issuer’s senior secured credit facility, and affiliates of certain of the other Underwriters, including J.P. Morgan Securities LLC, BofA Securities, Inc., Truist Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, act as lenders and, in some cases, as joint lead arrangers and agents, under the Issuer’s revolving credit facility and tranche A term loan facilities. In addition, J.P. Morgan Securities LLC is acting as the Issuer’s financial advisor in connection with the Issuer’s proposed acquisition of Talkspace, Inc. The affiliates of certain Underwriters will receive a portion of the proceeds of the transactions as a result of the repayment of the outstanding borrowings under the Issuer’s revolving credit facility. Additionally, certain of the Underwriters and/or their respective affiliates may hold some of the Issuer’s 1.650% Senior Secured Notes due 2026 and may receive a portion of the proceeds from the transactions as a result.

The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit

No.

    Exhibit Description
1.1    Underwriting Agreement, dated as of August 11, 2026, among Universal Health Services, Inc., the subsidiary guarantors named therein, and J.P. Morgan Securities LLC, BofA Securities, Inc., Truist Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC as representatives of the other several underwriters named therein.
23.1*    Consent of PricewaterhouseCoopers LLP.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*

Previously filed as an exhibit to the Issuer’s and the Subsidiary Guarantors’ Registration Statement on Form S-3 (File No. 333-282135), originally filed with the SEC on September 16, 2024 (the “Registration Statement”), and included herein solely to correct an incorrect hyperlink in the Exhibit Index to the Post-Effective Amendment No. 1 to the Registration Statement, as filed with the SEC on August 7, 2026.

 

SIGNATURES

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.

 

    Universal Health Services, Inc.
Date: August 13, 2026     By:  

/s/ Steve Filton

    Name:   Steve Filton
    Title:   Executive Vice President and Chief Financial
Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

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