8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 _______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 _______________

Date of Report:  December 12, 2019

(Date of earliest event reported)

 _______________

TENET HEALTHCARE CORPORATION

(Exact name of Registrant as specified in its charter)

Nevada	1-7293	95-2557091
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1445 Ross Avenue, Suite 1400

Dallas, Texas 75202

(Address of principal executive offices, including zip code)

(469) 893-2200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.05 par value	THC	New York Stock Exchange
6.875% Senior Notes due 2031	THC31	New York Stock Exchange

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))

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 pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01. Regulation FD Disclosure.

On December 13, 2019, Tenet Healthcare Corporation (the “Company”) issued a press release regarding the sale of its Memphis-area hospitals and related operations. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 8.01. Other Events.

On December 12, 2019, certain subsidiaries of the Company entered into a definitive agreement (the “Asset Sale Agreement”) for the sale of the Company’s two Memphis-area hospitals and certain related facilities to Methodist Le Bonheur Healthcare, a non-profit healthcare system. Subject to the terms and conditions in the Asset Sale Agreement, the Company has agreed to sell the Memphis assets to the purchaser for $350 million in cash, subject to customary purchase price adjustments, including working capital and other items. In connection with the transaction, the Company expects to record an estimated non-cash impairment charge of approximately $30 million pre-tax (approximately $29 million after-tax) within continuing operations in the quarter ending December 31, 2019 related to an allocation of balance sheet goodwill that will be written off as part of the transaction.

The Asset Sale Agreement includes customary representations, warranties, covenants, and termination provisions for each of the parties as well as certain indemnities. The completion of the transaction is subject to certain closing conditions, including but not limited to (i) certain regulatory or governmental filings and approvals having been made or obtained, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (ii) receipt of certain third-party consents.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release issued on December 13, 2019

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			TENET HEALTHCARE CORPORATION
Date:	December 13, 2019	By:	/s/ Anthony Shoemaker
			Anthony Shoemaker
			Vice President, Assistant General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

Tenet Announces Definitive Agreement to Divest Memphis-Area Hospitals and Operations

DALLAS – Dec. 13, 2019 – Tenet Healthcare (NYSE: THC) has entered into a definitive agreement with Methodist Le Bonheur Healthcare to divest Tenet’s hospitals and other operations in the Memphis area. The agreement includes the sale of Saint Francis Hospital – Memphis and Saint Francis Hospital – Bartlett, the physician practices associated with both hospitals, and six MedPost urgent care centers.

The agreement provides that Tenet’s Conifer Health Solutions subsidiary will continue to provide revenue cycle management services to the hospitals following completion of the transaction. The transaction is expected to be completed in 2020, subject to regulatory approvals and customary closing conditions.

About Tenet Healthcare

Tenet Healthcare Corporation (NYSE: THC) is a diversified healthcare services company headquartered in Dallas with 110,000 employees. Through an expansive care network that includes United Surgical Partners International, we operate 65 hospitals and approximately 500 other healthcare facilities, including surgical hospitals, ambulatory surgery centers, urgent care and imaging centers and other care sites and clinics. We also operate Conifer Health Solutions, which provides revenue cycle management and value-based care services to hospitals, health systems, physician practices, employers and other customers. Across the Tenet enterprise, we are united by our mission to deliver quality, compassionate care in the communities we serve. For more information, please visit www.tenethealth.com.

This release contains “forward-looking statements” - that is, statements that relate to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “assume,” “believe,” “budget,” “estimate,” “forecast,” “intend,” “plan,” “predict,” “project,” “seek,” “see,” “target,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, but are not limited to, the factors disclosed under “Forward-Looking Statements” and “Risk Factors” in our Form 10-K for the year ended December 31, 2018, and subsequent Form 10-Q filings and other filings with the Securities and Exchange Commission.

# # #

Investor Contact

Regina Nethery

469-893-6992

investorrelations@tenethealth.com

Media Contact

Lesley Bogdanow

469-893-2640

mediarelations@tenethealth.com

XML

Document and Entity Information Document	Dec. 12, 2019
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 12, 2019
Entity Registrant Name	TENET HEALTHCARE CORP
Entity Incorporation, State or Country Code	NV
Entity File Number	1-7293
Entity Tax Identification Number	95-2557091
Entity Address, Address Line One	1445 Ross Avenue
Entity Address, Address Line Two	Suite 1400
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75202
City Area Code	469
Local Phone Number	893-2200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000070318
Amendment Flag	false
New York Stock Exchange | Common stock, $0.05 par value
Entity Information [Line Items]
Title of 12(b) Security	Common stock, $0.05 par value
Trading Symbol	THC
Security Exchange Name	NYSE
New York Stock Exchange | 6.875% Senior Notes due 2031
Entity Information [Line Items]
Title of 12(b) Security	6.875% Senior Notes due 2031
Trading Symbol	THC31
Security Exchange Name	NYSE