Tenet issues $2.0B of 6.250% senior notes due 2034 to refinance 2027 and 2028 debt

Tenet Healthcare Corporation said that on September 22, 2026 it issued $2,000,000,000 aggregate principal amount of 6.250% senior notes due 2034 and intends to use the net proceeds, after fees and expenses, together with cash on hand, to redeem all $1.5 billion of its 5.125% senior secured first lien notes due November 2027 and to partially redeem $500 million of its 6.125% senior notes due October 2028.

Tenet issued $2.0 billion of 6.250% senior notes due 2034 under a forty-third supplemental indenture with BNY Mellon Trust as trustee, and said it intends to use the net proceeds—with cash on hand—to redeem near-dated 2027 first-lien and 2028 notes.

$2.0 billion of 6.250% notes due 2034

On September 22, 2026, Tenet Healthcare Corporation (NYSE: THC) issued $2,000,000,000 in aggregate principal amount of 6.250% senior notes due 2034. The notes were issued under an indenture dated as of November 6, 2001 between the company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York, as supplemented by a forty-third supplemental indenture dated as of September 22, 2026.

Interest accrues at 6.250%. Interest payment dates are March 15 and September 15, with record dates on March 1 and September 1. The first interest payment date is March 15, 2027.

Intended use of proceeds — 2027 first-lien and 2028 notes

Tenet said it intends to use the net proceeds from the sale of the notes, after payment of fees and expenses, together with cash on hand, to finance the redemption of all $1.5 billion outstanding of its 5.125% senior secured first lien notes due November 2027 and the partial redemption of $500 million outstanding of its 6.125% senior notes due October 2028. The Form 8-K states that intention; it does not report that those redemptions have already settled.

Optional redemption and equity claw

Before September 15, 2029, Tenet may redeem the notes in whole or in part at 100% of the principal amount being redeemed plus the Applicable Premium (a make-whole amount defined in the supplemental indenture) as of the redemption date, plus accrued and unpaid interest. On and after September 15, 2029, Tenet may redeem at scheduled percentages of principal plus accrued and unpaid interest: 103.125% for the 12-month period beginning September 15, 2029; 101.563% beginning September 15, 2030; and 100.000% beginning September 15, 2031 and thereafter.

Separately, before September 15, 2029, Tenet may redeem up to 40% of the aggregate principal amount with net cash proceeds of one or more Qualified Equity Offerings at 106.250% of principal plus accrued interest, provided at least 50% of the aggregate principal remains outstanding immediately after the redemption and the redemption occurs within 180 days of the offering's closing.

Covenant package (as summarized in the 8-K)

The indenture, as summarized in the Form 8-K, restricts Tenet and its subsidiaries—subject to important exceptions—from incurring liens, entering into sale-and-leaseback transactions, or consolidating, merging, or selling all or substantially all assets other than in certain wholly owned subsidiary transactions. The same filing states there are no restrictions of the type described on incurring additional indebtedness, making restricted payments, paying dividends or distributions on capital stock, purchasing or redeeming capital stock, entering into affiliate transactions, or making advances to or investing in other entities. The indenture also provides that the notes may become subject to redemption in certain circumstances, including a change of control as defined in the indenture.

Primary sources

The close is documented in Tenet's Form 8-K AccNo 0001193125-26-397901 (Items 1.01, 2.03, and 9.01), with the forty-third supplemental indenture filed as Exhibit 4.2 and the November 6, 2001 base indenture incorporated by reference as Exhibit 4.1. Signatory Thomas Arnst, Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary, dated the report September 22, 2026.