8-K

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):  January 22, 2013

TENET HEALTHCARE CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	1-7293	95-2557091
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1445 Ross Avenue, Suite 1400, Dallas, Texas	75202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (469) 893-2200

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01Regulation FD Disclosure

On January 22, 2013, Tenet Healthcare Corporation (the “Company”) issued a press release announcing that it had commenced a tender offer to purchase for cash any and all of its outstanding 10% senior secured notes due 2018 and a solicitation of consent for proposed amendments to the related indenture, on the terms set forth in an offer to purchase and consent solicitation statement dated January 22, 2013, and related letter of transmittal, dated January 22, 2013. The Company refers investors participating in the tender offer and consent solicitation to the tender offer and consent solicitation documents for the complete terms of the tender offer and consent solicitation. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 8.01Other Events

On January 22, 2013, the Company issued a press release announcing that it had commenced a private offering of $850 million in aggregate principal amount of senior secured notes due 2021. A copy of the press release is attached to this report as Exhibit 99.2 and incorporated herein by reference. On January 22, 2013, the Company issued a press release announcing the pricing of its offering of senior secured notes due 2021. A copy of the press release is attached to this report as Exhibit 99.3 and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d)           The following exhibits are filed as a part of this Report.

Exhibit No.	Description
99.1	Press release issued on January 22, 2013
99.2	Press release issued on January 22, 2013
99.3	Press release issued on January 22, 2013

2

SIGNATURE

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.

	TENET HEALTHCARE CORPORATION
Date: January 22, 2013
	By:	/s/ Paul Castanon
		Name:	Paul Castanon
		Title:	Vice President, Deputy General Counsel and Corporate Secretary

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued on January 22, 2013
99.2	Press release issued on January 22, 2013
99.3	Press release issued on January 22, 2013

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EX-99.1

Exhibit 99.1

Tenet Announces Tender Offer for 10.0% Senior Secured Notes due 2018 and Solicitation of Consents for Proposed Amendments to the Related Indenture

DALLAS — January 22, 2013 — Tenet Healthcare Corporation (NYSE: THC) announced today that it commenced a tender offer to purchase for cash (the “Tender Offer”) any and all of the $714 million aggregate principal amount outstanding of its 10.0% Senior Secured Notes due 2018 (the “Notes”) and a solicitation of consents (the “Consent Solicitation”) for proposed amendments to the related indenture.  The Tender Offer and the Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated as of January 22, 2013 (the “Offer to Purchase and Consent Solicitation Statement”), and related consent and letter of transmittal.  The Tender Offer will expire at 12:00 midnight, New York City time, on February 19, 2013.

Holders of Notes that are validly tendered prior to the consent payment deadline of 5:00 p.m., New York City time, on February 4, 2013 and accepted for purchase will receive total consideration of $1,164.50 per $1,000 principal amount of Notes validly tendered and accepted for purchase, which includes a consent payment of $30 per $1,000 principal amount of Notes, plus any accrued and unpaid interest up to, but not including, the initial settlement date, which is expected to be February 5, 2013.

Pursuant to the Consent Solicitation, Tenet is soliciting from holders of the Notes consents to (i) amendments to the indenture governing the Notes that would eliminate most of the covenants, certain events of default applicable to the Notes and amend certain other provisions contained in such indenture and the Notes (the “Majority Consent Amendments”) and (ii) the release of the liens on the assets that secure the Notes and the indenture and make any amendments to the indenture and related security agreements necessary to effect the release of the liens securing the Notes (the “Supermajority Consent Amendments”). Adoption of the Majority Consent Amendments requires the consent of the holders of at least a majority of the outstanding principal amount of the Notes. Adoption of the Supermajority Consent Amendments requires the consent of the holders of at least 75% of the outstanding principal amount of the Notes. Any holder who tenders Notes pursuant to the Tender Offer must consent to both the Majority Consent Amendments and the Supermajority Consent Amendments. A holder may not revoke a consent without withdrawing the previously tendered Notes to which such consent relates.  Notes tendered may only be withdrawn, and related consents revoked, prior to 5:00 p.m., New York City time, on February 4, 2013, unless extended, except in limited circumstances where additional withdrawal rights are required by law.

Holders of Notes that are validly tendered after the consent payment deadline, but prior to the expiration of the Tender Offer, and accepted for purchase will receive the tender offer consideration of $1,134.50 per $1,000 principal amount of Notes, plus any accrued and unpaid interest up to, but not including, the final settlement date, which is expected to be February 20, 2013.  Holders of Notes tendered after the consent payment deadline and accepted for purchase will not receive a consent payment.  Consummation of the Tender Offer and the Consent Solicitation are subject to the satisfaction or waiver of the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, including the financing condition and the supplemental indenture condition described therein.  Tenet may amend, extend or terminate the Tender Offer and the Consent Solicitation in its sole discretion.

This news release is neither an offer to purchase nor a solicitation of an offer to sell any Notes.  The Tender Offer and the Consent Solicitation are being made only pursuant to the Offer to Purchase and Consent Solicitation Statement and related letter of transmittal, copies of which will be delivered to holders of the Notes.  Persons with questions regarding the Tender Offer and the Consent Solicitation should contact one of the following dealer managers — BofA Merrill Lynch at (800) 292-0070 (toll free) or (980) 387-3907 (collect),

Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect),  Citigroup at (800) 558-3745 (toll free) or Wells Fargo Securities at (866) 309-6316 (toll free) or (704) 410-4760 (collect) — or the Information Agent, Global Bondholder Services Corporation, at (866) 540-1500 (toll free) or (212) 430-3774 (collect).

Tenet Healthcare Corporation, a leading health care services company, through its subsidiaries operates 49 hospitals, over 100 free-standing outpatient centers and Conifer Health Solutions, a leader in business process solutions for health care providers serving more than 500 hospital and health care entities nationwide.  Tenet’s hospitals and related health care facilities are committed to providing high quality care to patients in the communities they serve.

Media: Rick Black (469) 893-2647	Investors: Thomas Rice (469) 893-2522
Rick.Black@tenethealth.com	Thomas.Rice@tenethealth.com

# # #

Some of the statements in this release may constitute forward-looking statements. Such statements are based on our current expectations and could be affected by numerous factors and are subject to various risks and uncertainties discussed in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the year ended Dec. 31, 2011, our quarterly reports on Form 10-Q and periodic reports on Form 8-K. Do not rely on any forward-looking statement, as we cannot predict or control many of the factors that ultimately may affect our ability to achieve the results estimated. We make no promise to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise.

2

EX-99.2

Exhibit 99.2

Tenet Announces Private Offering of
Senior Secured Notes

DALLAS — January 22, 2013 — Tenet Healthcare Corporation (NYSE: THC) announced today that it is offering to sell $850 million aggregate principal amount of senior secured notes maturing in 2021 through a private placement.  The senior secured notes will be guaranteed by and secured by a pledge of the capital stock and other ownership interests of certain of Tenet’s subsidiaries.  The proceeds from the offering will be used to purchase Tenet’s 10.0% senior secured notes due 2018 in a tender offer.  Tenet will use any remaining net proceeds for repurchases of its outstanding senior secured notes through publicly or privately negotiated transactions, and for general corporate purposes, including the repayment of indebtedness and drawings under its senior secured revolving credit facility and strategic acquisitions.

The notes being offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any 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 are being offered only to “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 senior secured notes, dated today, will be made available to such eligible persons.  The offering is being conducted in accordance with the terms and subject to the conditions set forth in the offering memorandum.

This news release is neither an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Tenet Healthcare Corporation, a leading health care services company, through its subsidiaries operates 49 hospitals, over 100 free-standing outpatient centers and Conifer Health Solutions, a leader in business process solutions for health care providers serving more than 500 hospital and health care entities nationwide.  Tenet’s hospitals and related health care facilities are committed to providing high quality care to patients in the communities they serve.

Media: Rick Black (469) 893-2647	Investors: Thomas Rice (469) 893-2522
Rick.Black@tenethealth.com	Thomas.Rice@tenethealth.com

# # #

Some of the statements in this release may constitute forward-looking statements. Such statements are based on our current expectations and could be affected by numerous factors and are subject to various risks and uncertainties discussed in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the year ended Dec. 31, 2011, our quarterly reports on Form 10-Q and periodic reports on Form 8-K. Do not rely on any forward-looking statement, as we cannot predict or control many of the factors that ultimately may affect our ability to achieve the results estimated. We make no promise to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise.

EX-99.3

Exhibit 99.3

Tenet Announces Pricing of its Private Offering of
Senior Secured Notes

DALLAS — January 22, 2013 — Tenet Healthcare Corporation (NYSE: THC) announced today the pricing of its previously announced private offering of senior secured notes maturing in 2021.  A total of $850 million aggregate principal amount of senior secured notes, which will bear interest at a rate of 4.5% per annum, will be issued.  The senior secured notes will rank senior to Tenet’s existing and future subordinated indebtedness, be effectively senior to Tenet’s existing and future unsecured indebtedness and other liabilities to the extent of the value of the collateral securing the senior secured notes or guarantees thereon, and will rank pari passu with Tenet’s 6.25% senior secured notes due 2018, which were issued in November 2011 and April 2012, any 10% senior secured notes due 2018 that are not tendered in the tender offered mentioned below, which were issued in March 2009, its 8.875% senior secured notes due 2019, which were issued in June 2009 and its 4.750% senior secured notes due 2020, which were issued in October 2012, and similarly will be guaranteed by and secured by a pledge of the capital stock and other ownership interests of certain of Tenet’s subsidiaries, and will be subordinated to Tenet’s obligations under its senior secured revolving credit facility, and any of its subsidiaries’ secured guarantees thereof, to the extent of the value of the collateral securing borrowings under such facility.  The proceeds from the offering will be used to purchase Tenet’s 10% senior secured notes due 2018 in a tender offer.  Tenet will use any remaining net proceeds for purchases of its outstanding senior secured notes through public or privately negotiated transactions, and for general corporate purposes, including the repayment of indebtedness and drawings under its senior secured revolving credit facility and strategic acquisitions.  The offering of the senior secured notes is expected to close on February 5, 2013, subject to customary closing conditions.

The notes being offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any 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 are being offered only to “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 senior secured notes, dated today, has been made available to such eligible persons.  The offering is being conducted in accordance with the terms and subject to the conditions set forth in the offering memorandum.

This news release is neither an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Tenet Healthcare Corporation, a leading health care services company, through its subsidiaries operates 49 hospitals, over 100 free-standing outpatient centers and Conifer Health Solutions, a leader in business process solutions for health care providers serving more than 500 hospital and health care entities nationwide.  Tenet’s hospitals and related health care facilities are committed to providing high quality care to patients in the communities they serve.

Media: Rick Black (469) 893-2647	Investors: Thomas Rice (469) 893-2522
Rick.Black@tenethealth.com	Thomas.Rice@tenethealth.com

# # #

Some of the statements in this release may constitute forward-looking statements. Such statements are based on our current expectations and could be affected by numerous factors and are subject to various risks and uncertainties discussed in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the year ended Dec. 31, 2011, our quarterly reports on Form 10-Q and periodic reports on Form 8-K. Do not rely on any forward-looking statement, as we cannot predict or control many of the factors that ultimately may affect our ability to achieve the results estimated. We make no promise to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise.