Tenet Announces Upsizing and Pricing of Its $2.0 Billion Private Offering of Senior Notes

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.

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