Tenet Healthcare Files 8-K on Financial Condition, Operations

TL;DR

**Tenet Healthcare filed an 8-K on Feb 1, signaling a material event related to its financial condition.**

AI Summary

Tenet Healthcare Corp. filed an 8-K on February 1, 2024, to report an event related to its financial condition and operations. This filing specifically mentions its Common Stock ($0.05 par value, trading symbol THC) and 6.875% Senior Notes due 2031 (trading symbol THC31), both registered on the New York Stock Exchange. While the filing itself doesn't detail specific financial results, it signals that important financial information or events occurred on February 1, 2024, which could impact the company's valuation and future prospects for investors.

Why It Matters

This 8-K indicates that Tenet Healthcare Corp. had a significant event on February 1, 2024, related to its financial performance or condition, which could influence investor sentiment and stock price.

Risk Assessment

Risk Level: medium — The filing itself is administrative, but the underlying event it refers to (Results of Operations and Financial Condition) could carry significant financial risk or opportunity.

Analyst Insight

A smart investor would monitor Tenet Healthcare Corp.'s news releases and subsequent filings closely for the specific financial results or events that triggered this 8-K, as these details will determine the actual impact on the stock and notes.

Key Numbers

• $0.05 — Common Stock Par Value (The stated par value for Tenet Healthcare Corp.'s common stock.)
• 6.875% — Senior Notes Interest Rate (The annual interest rate for Tenet Healthcare Corp.'s Senior Notes due 2031.)
• 2031 — Senior Notes Maturity Year (The year Tenet Healthcare Corp.'s Senior Notes are due.)

Key Players & Entities

• TENET HEALTHCARE CORP (company) — the registrant filing the 8-K
• New York Stock Exchange (company) — where Tenet's common stock and senior notes are registered
• $0.05 (dollar_amount) — par value of Tenet's common stock
• 6.875% (dollar_amount) — interest rate of Tenet's Senior Notes due 2031
• February 1, 2024 (date) — date of the earliest event reported in the 8-K

Forward-Looking Statements

• Tenet Healthcare Corp. will release detailed financial results for the period ending December 31, 2023, shortly after this 8-K filing. (TENET HEALTHCARE CORP) — high confidence, target: 2024-02-15
• The stock price of THC will experience volatility as investors await or react to the specific financial details hinted at by this 8-K. (THC) — medium confidence, target: 2024-02-08

FAQ

Key Financial Figures

• $0.05 — nge on which registered Common stock, $0.05 par value THC New York Stock Exchange
• $52 million — fter normalizing for the recognition of $52 million aggregate pre-tax income in the fourth
• $975 million — ons (the "Divested Facilities") for (1) $975 million in cash (after-tax proceeds of approxim
• $800 million — sh (after-tax proceeds of approximately $800 million) and (ii) the retention of net working
• $130 million — acilities estimated to be approximately $130 million (the "Transaction"). A copy of the pres
• $29 million — llion , pre-tax income of approximately $29 million and Adjusted EBITDA of approximately $
• $3 m — uding interest expense of approximately $3 million, and depreciation and amortizatio
• $39 million — d amortization expense of approximately $39 million. The Company estimates recording a pre-
• $500 million — ng a pre-tax book gain of approximately $500 million as a result of this anticipated transac
• $40 million — rably impacted in 2024 by approximately $40 million due to a reduction in interest expense

Filing Documents

• thc-20240201.htm (8-K) — 41KB
• thc-20240201bexh991.htm (EX-99.1) — 13KB
• tenethealthrgba.jpg (GRAPHIC) — 109KB
• 0000070318-24-000006.txt ( ) — 385KB
• thc-20240201.xsd (EX-101.SCH) — 2KB
• thc-20240201_def.xml (EX-101.DEF) — 17KB
• thc-20240201_lab.xml (EX-101.LAB) — 32KB
• thc-20240201_pre.xml (EX-101.PRE) — 18KB
• thc-20240201_htm.xml (XML) — 4KB

02

Item 2.02. Results of Operations and Financial Condition. On February 1, 2024, Tenet Healthcare Corporation (the "Company"), announced that, although the Company's financial statement close process is not yet fully completed, the Company currently estimates that its Adjusted EBITDA for the year ended December 31, 2023, will be above the high end of its current Adjusted EBITDA guidance range after normalizing for the recognition of $52 million aggregate pre-tax income in the fourth quarter associated with Medicaid supplemental revenue program adjustments in California and Texas. The Company's actual results for the year ended December 31, 2023 may differ from such preliminary estimates and additional developments and adjustments may arise between now and the time the financial information for this period is finalized. The Company currently expects to report complete results for the year ended December 31, 2023 on February 8, 2024. The Company has not finalized all the data to be able to reconcile certain forward-looking non-GAAP financial measures to the most comparable U.S. GAAP financial measures without unreasonable efforts due to uncertainty in predicting certain items. Reconciliations of non-GAAP measures, such as Adjusted EBITDA, to the most comparable GAAP measures and management's reasoning for using them are included in the Company's earnings press release dated October 30, 2023, which is available on the investor relations section of the Company's website at www.tenethealth.com/investors. Investors are encouraged to read these detailed financial disclosures and reconciliations. The information contained in this Item 2.02 is being furnished pursuant to Item 2.02 of Form 8-K. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific

01

Item 7.01. Regulation FD Disclosure. On February 1, 2024, the Company issued a press release announcing the anticipated sale of four hospitals located in California (Fountain Valley Regional Hospital and Medical Center, Lakewood Regional Medical Center, Los Alamitos Medical Center and Placentia Linda Hospital) and certain related operations (the "Divested Facilities") for (1) $975 million in cash (after-tax proceeds of approximately $800 million) and (ii) the retention of net working capital related to the pre-closing operations of the Divested Facilities estimated to be approximately $130 million (the "Transaction"). A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference. For the year ended December 31, 2023, the four hospitals and related operations included in the sale generated revenues of approximately $ 1 billion , pre-tax income of approximately $29 million and Adjusted EBITDA of approximately $ 71 million , excluding interest expense of approximately $3 million, and depreciation and amortization expense of approximately $39 million. The Company estimates recording a pre-tax book gain of approximately $500 million as a result of this anticipated transaction. In addition, the Company estimates that as a result of the pre-tax book gain, the Company's income tax expense would be favorably impacted in 2024 by approximately $40 million due to a reduction in interest expense limitations. The information contained in this Item 7.01 and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K. This information shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01

Item 8.01. Other Events. On February 1, 2024, the Company and certain of its subsidiaries announced entering into a definitive agreement (the "Asset Sale Agreement") for the sale of four hospitals located in California (Fountain Valley Regional Hospital and Medical Center, Lakewood Regional Medical Center, Los Alamitos Medical Center and Placentia Linda Hospital) and certain related operations to UCI Health ("Purchaser"). Subject to the terms and conditions in the Asset Sale Agreement, the Company has agreed to sell these assets for (1) $975 million in cash (subject to customary purchase price adjustments) and (ii) the retention of net working capital related to the pre-closing operations of the Divested Facilities. The Transaction is not subject to a financing contingency. 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 closing conditions, including but not limited to 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. This transaction is anticipated to close in the spring of 2024. Cautionary Statement This report contains "forward-looking statements" - that is, statements that relate to future, not past, events. In this context, forward-looking statements often address the Company's 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 the Company's actual results to

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release issued on February 1, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL) 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: February 1, 2024 By: /s/ T HOMAS A RNST Name: Thomas Arnst Title: Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR