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  4. [8-K] UNIVERSAL HEALTH SERVICES INC Reports Material Event

Universal Health Services (NYSE: UHS) arranges $700M delayed draw term loan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
July 2026 Delayed Draw Term Loan capacity $700 million Aggregate principal amount available under the new incremental delayed draw tranche A term loan facility
Draw period for delayed draw term loan July 20, 2026 to September 30, 2026 Window during which the company may draw the July 2026 Delayed Draw Term Loan
Loan maturity tenor 364 days Period after funding when the July 2026 Delayed Draw Term Loan matures
Initial ABR Loan margin 0.125% Initial applicable margin on ABR Loans under the July 2026 Delayed Draw Term Loan
Initial Term Benchmark/RFR margin 1.125% Initial applicable margin on Term Benchmark Loans and RFR Loans under the facility
Senior Secured Notes coupon and maturity 1.650% due 2026 One of several series of senior secured notes sharing collateral on an equal and ratable basis
Twelfth Amendment financial
"entered into a Twelfth Amendment and Increased Facility Activation Notice"
Senior Secured Credit Facility financial
"as so amended, the “Senior Secured Credit Facility” to add a new facility"
A senior secured credit facility is a loan or revolving line of credit where lenders have first legal claim on specific company assets (collateral) and the debt ranks above other obligations for repayment. For investors it signals where a lender sits in the repayment pecking order and how much protection creditors have if the company struggles, affecting credit costs, the company’s ability to borrow more, and potential recoveries in a default — like a mortgage taking priority over other claims on a house.
delayed draw tranche A term loan facility financial
"a new incremental delayed draw tranche A term loan facility of up to $700 million"
Consolidated Net Leverage Ratio financial
"margin for borrowings ... will be based upon the Company’s Consolidated Net Leverage Ratio"
The consolidated net leverage ratio measures how much debt a company carries compared with the cash it generates from core operations, calculated by taking total borrowings minus cash and dividing by annual operating profit. Like comparing a household’s mortgage balance to its yearly income, it tells investors how many years of operating profit would be needed to pay off net debt and thus gauges financial risk, flexibility to invest, and capacity to weather downturns.
Amended and Restated Collateral Agreement financial
"pursuant to the Company’s Amended and Restated Collateral Agreement, as amended"

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FAQ

What new borrowing capacity did Universal Health Services (UHS) obtain in July 2026?
Universal Health Services added an incremental delayed draw term loan facility of up to $700 million under its Senior Secured Credit Facility. This July 2026 Delayed Draw Term Loan gives the company additional potential borrowing capacity for general corporate purposes and debt refinancing.

When can UHS draw on the new $700 million delayed draw term loan?
UHS can draw on the July 2026 Delayed Draw Term Loan from July 20, 2026 through September 30, 2026. Any borrowing made during this window will then mature 364 days after the specific funding date, rather than on a fixed calendar date.

What are the interest margins on UHS’s July 2026 Delayed Draw Term Loan?
Initial interest margins on the July 2026 Delayed Draw Term Loan are 0.125% for ABR Loans and 1.125% for Term Benchmark and RFR Loans. These margins are determined under the Credit Agreement based on the company’s Consolidated Net Leverage Ratio.

How will Universal Health Services (UHS) use proceeds if it draws this new loan?
If UHS draws on the July 2026 Delayed Draw Term Loan, it intends to use proceeds for general corporate purposes. These include refinancing existing indebtedness and paying related fees and expenses connected with those refinancing activities and the credit facility.

Is the new UHS delayed draw term loan amortizing or bullet maturity?
The July 2026 Delayed Draw Term Loan does not amortize; it is a bullet facility. Any outstanding principal will be payable in full on the maturity date, which falls 364 days after the loan funding date for each borrowing.

How is UHS’s new delayed draw term loan secured relative to its existing notes?
Obligations under the Senior Secured Credit Facility, including the new delayed draw term loan, are secured on an equal and ratable basis with UHS’s 1.650%, 4.625%, 2.650%, 2.650%, and 5.050% Senior Secured Notes due 2026–2034, under an Amended and Restated Collateral Agreement.
false000035291500003529152026-07-202026-07-20

 

 

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): July 20, 2026

 

UNIVERSAL HEALTH SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-10765

23-2077891

(State or other jurisdiction of

(Commission

(I.R.S. Employer

Incorporation or Organization)

File Number)

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

Senior Secured Credit Facility

On July 20, 2026, Universal Health Services, Inc. (the “Company”) entered into a Twelfth Amendment and Increased Facility Activation Notice (the “Twelfth Amendment”) to its Credit Agreement, dated as of November 15, 2010 (as amended by the First Amendment dated as of March 15, 2011, the Second Amendment dated as of September 21, 2012, the Third Amendment dated as of May 16, 2013, the Fourth Amendment dated as of August 7, 2014, the Fifth Amendment dated as of June 7, 2016, the Sixth Amendment dated as of October 23, 2018, the Seventh Amendment dated as of August 24, 2021, the Eighth Amendment dated as of September 10, 2021, the Ninth Amendment dated as of June 23, 2022, the Tenth Amendment dated as of September 26, 2024, and the Eleventh Amendment, dated April 22, 2026, the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by the Twelfth Amendment, the “Credit Agreement”), among the Company, the several banks and other financial institutions or entities from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent. The Twelfth Amendment provides for the amendment of the Existing Credit Facility as of July 20, 2026 (as so amended, the “Senior Secured Credit Facility”) to add under the Senior Secured Credit Facility a new incremental delayed draw tranche A term loan facility of up to $700 million (the “July 2026 Delayed Draw Term Loan”).

The July 2026 Delayed Draw Term Loan, in an aggregate principal amount of up to $700 million, is available to be drawn down by the Company during the period from July 20, 2026 through September 30, 2026, and will mature on the date that is 364 days after the date of funding of the July 2026 Delayed Draw Term Loan (the “Maturity Date”). The July 2026 Delayed Draw Term Loan shall not amortize, and any outstanding amounts thereunder shall be payable in full on the Maturity Date; provided, however, that the Company is required to prepay the July 2026 Delayed Draw Term Loan prior to the Maturity Date upon the incurrence of certain indebtedness for borrowed money or the issuance of capital stock by the Company or its subsidiaries, subject to limited exceptions set forth in the Credit Agreement. If the Company draws upon the July 2026 Delayed Draw Term Loan, it intends to use the proceeds for general corporate purposes, including the refinancing of existing indebtedness and the payment of fees and expenses in connection therewith.

The applicable margin for borrowings under the July 2026 Delayed Draw Term Loan under the Credit Agreement, will be based upon the Company’s Consolidated Net Leverage Ratio (as defined in the Credit Agreement) and initially be 0.125% in the case of ABR Loans and 1.125% in the case of Term Benchmark Loans and RFR Loans (each as defined in the Credit Agreement).

The obligations of the Company and certain of the Company’s existing and future direct and indirect subsidiaries under the Senior Secured Credit Facility are secured, on an equal ratable basis with the holders of the Company’s 1.650% Senior Secured Notes due 2026, 4.625% Senior Secured Notes due 2029, 2.650% Senior Secured Notes due 2030, 2.650% Senior Secured Notes due 2032 and 5.050% Senior Secured Notes due 2034 pursuant to the Company’s Amended and Restated Collateral Agreement, as amended and supplemented to date.

The foregoing description of the Twelfth Amendment and the Senior Secured Credit Facility is a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Twelfth Amendment, including the Senior Secured Credit Facility attached as Exhibit A to the Twelfth Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in response to Item 1.01 under the heading “Senior Secured Credit Facility” is incorporated by reference into this Item 2.03.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

 

 

 

10.1

 

Twelfth Amendment and Increased Facility Activation Notice dated as of July 20, 2026, to Credit Agreement, dated as of November 15, 2010 and as amended and restated as of September 21, 2012, August 7, 2014, October 23, 2018, August 21, 2021, September 10, 2021, June 23, 2022, September 26, 2024 and April 22, 2026, among the Company, JP Morgan Chase Bank, N.A., as administrative agent and other financial institutions or entities from time to time parties thereto, including the amendment and restatement thereof, effective as of July 20, 2026, attached as Exhibit A thereto and referred to herein as the Senior Secured Credit Facility.

 

 

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

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.

 

By:

/s/ Steve Filton

Name: Steve Filton

Title: Executive Vice President and

            Chief Financial Officer

Date: July 21, 2026

 

Source: View Original Filing on SEC EDGAR

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