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): May 19, 2016
UNIVERSAL HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 1-10765 | 23-2077891 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| Universal Corporate Center 367 South Gulph Road King of Prussia, Pennsylvania |
19406 | |||
| (Address of principal executive offices) | (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:
| ¨ | 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)) |
Item 7.01 Regulation FD Disclosure.
On May 19, 2016, Universal Health Services, Inc. issued a press release announcing the intention to offer $800 million aggregate principal amount of 4.750% senior secured notes due 2022 (“New 2022 Notes”) and senior secured notes due 2026 (together, the “Notes”). The New 2022 Notes will be issued as additional notes under the indenture governing our existing $300,000,000 aggregate principal amount of 4.750% Senior Secured Notes due 2022 issued in August 2014.
A copy of a press release is attached hereto as Exhibit 99.1.
As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and the exhibit furnished hereunder shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated May 19, 2016, issued by Universal Health Services, Inc. | |
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. | ||
| By: | /s/ STEVE FILTON | |
| Name: | Steve Filton | |
| Title: | Senior Vice President and | |
| Chief Financial Officer | ||
Date: May 19, 2016
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated May 19, 2016, issued by Universal Health Services, Inc. | |
Exhibit 99.1
Universal Health Services, Inc. Announces Offering Of Senior Secured Notes
KING OF PRUSSIA, Pa., May 19, 2016 /PRNewswire/ — Universal Health Services, Inc. (NYSE: UHS) today announced an offering of $800 million aggregate principal amount of 4.750% senior secured notes due 2022 (“New 2022 Notes”) and senior secured notes due 2026 (the “2026 Notes” and, together with the New 2022 Notes, the “Notes”). The New 2022 Notes will be issued as additional notes under the indenture governing our existing $300 million aggregate principal amount of 4.750% Senior Secured Notes due 2022, issued on August 7, 2014 (the “Existing 2022 Notes”). The New 2022 Notes and the Existing 2022 Notes will have identical terms, other than the issue date, the issue price and the first interest payment date, and the New 2022 Notes will constitute part of the same series as the Existing 2022 Notes. The New 2022 Notes will have the same CUSIP numbers as the Existing 2022 Notes, except for the Notes sold pursuant to Regulation S which will, on the 40th day following the issue date of the Notes, have the same CUSIP numbers. The New Notes that have the same CUSIP numbers as the Existing 2022 Notes will be fungible with the Existing 2022. The 2026 Notes will be a new issuance under a separate indenture. The Company intends to use the net proceeds of the offering to refinance existing indebtedness.
The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities law and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable state securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act and outside the United States under Regulation S of the Securities Act.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
Certain statements in this release may constitute forward-looking statements and are subject to various risks and uncertainties as discussed in the Company’s filings with the Securities and Exchange Commission. The Company is not obligated to update these forward-looking statements even if the Company’s assessment of these risks and uncertainties changes.
Universal Health Services, Inc. is one of the nation’s largest hospital companies operating through its subsidiaries, acute care hospitals, behavioral health facilities and ambulatory centers located throughout the United States, the United Kingdom, Puerto Rico and the U.S. Virgin Islands.
Steve Filton, Chief Financial Officer, 610-768-3300