Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 10, 2020, Tenet Healthcare Corporation (the "Company") announced
that subsidiaries of USPI Holding Company, Inc. ("USPI"), in which the Company
owns 95% of the voting common stock, will acquire majority ownership interests
in a portfolio of up to 45 ambulatory surgical centers located in Arizona,
Florida, Indiana, Louisiana, Maryland, Ohio, New Hampshire, Texas and Wisconsin
(the "Centers") except for two Centers in which USPI will own a minority
interest. USPI has completed the acquisition of a majority of the 45 Centers and
expects to complete the acquisition of the remainder of the portfolio by the end
of 2020, pending the finalization of documentation and the receipt of certain
state approvals. Under the terms of the acquisition purchase agreements,
subsidiaries of USPI acquire all of Surgical Center Development #3, LLC's
ownership interest in the Centers, as well as a portion of the ownership
interest of certain physician partners in each of the applicable Centers. The
aggregate purchase price for the ownership interests in the Centers is
approximately $1.1 billion, funded with cash on hand, and the assumption of
approximately $18 million of Center-level debt. The acquisition purchase
agreements contain customary representations, warranties, covenants and
indemnities by each party. USPI will provide management services to each of the
Centers pursuant to the terms of a management services agreement.
The Company received permission from the Securities and Exchange Commission to
omit separate audited financial statements for each of the Centers under
Rule 3-05 of Regulation S-X, and the related pro forma information.
Item 7.01. Regulation FD Disclosure.
On December 10, 2020, the Company issued a press release announcing the
acquisition. The press release is furnished as Exhibit 99.1 hereto.
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Item 9.01. Financial Statements and Exhibits.
Exhibit
No. Description
99.1 Press Release, dated December 10, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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