Item 1.01. Entry into a Material Definitive Agreement.
The information set forth below in Item 2.03 is incorporated by reference into this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
The Notes were issued pursuant to an indenture, dated as of
Tenet intends to use the net proceeds from the sale of the Notes, after payment of fees and expenses, to finance, together with cash on hand, the redemption of all of the Company's outstanding 8.125% Senior Notes due 2022.
The Indenture contains covenants that, among other things, restrict Tenet's ability and the ability of its subsidiaries to: incur liens; enter into sale and lease-back transactions; or consolidate, merge or sell all or substantially all of their assets, other than in certain transactions between one or more of Tenet's wholly owned subsidiaries and Tenet. These restrictions, however, are subject to a number of important exceptions and qualifications. In particular, there are no restrictions on Tenet's ability or the ability of its subsidiaries to incur additional indebtedness, make restricted payments, pay dividends or make distributions in respect of capital stock, purchase or redeem capital stock, enter into transactions with affiliates or make advances to, or invest in, other entities (including unaffiliated entities).
The Indenture also provides that the Notes may become subject to redemption
under certain circumstances, including a change of control (as defined in the
Indenture) of Tenet. Prior to
In connection with the issuance of the Notes, Tenet also entered into an
exchange and registration rights agreement, dated as of
The foregoing is a summary and is qualified by reference to the Base Indenture, the Thirty-Sixth Supplemental Indenture and the Registration Rights Agreement, which are filed herewith as Exhibits 4.1, 4.2 and 10.1, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed as a part of this Report.
Exhibit No. Description 4.1 Indenture dated as ofNovember 6, 2001 , between Tenet and the Bank ofNew York Mellon Trust Company, N.A. , as successor trustee toThe Bank of New York ( incorporated by reference to Exhibit 4.1 to Tenet's Current Report on Form 8-K, datedNovember 6, 2001 and filedNovember 9, 2001 ). 4.2 Thirty-Sixth Supplemental Indenture dated as ofSeptember 16, 2020 , betweenTenet and The Bank of New York Mellon Trust Company, N.A. 10.1 Exchange and Registration Rights Agreement dated as ofSeptember 16, 2020 , betweenTenet andBarclays Capital Inc. as representative of the other initial purchasers of the Notes named therein. 104 Cover page fromTenet Healthcare Corporation's Current Report on Form 8-K, formatted in Inline XBRL.
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