Item 7.01. Regulation FD Disclosure.

On November 8, 2021, Tenet Healthcare Corporation (the "Company") issued a press release announcing that subsidiaries of USPI Holding Company, Inc. ("USPI"), in which the Company owns 95% of the voting common stock, will acquire all of Surgical Center Development #3, LLC's and Surgical Center Development #4, LLC's (collectively, "SCD") ownership interest in a portfolio of 92 ambulatory surgery centers (the "ASCs") and certain other related assets for approximately $1.2 billion. SCD owns a minority interest of approximately 39% on average in 86 of the ASCs and a majority interest of approximately 55% on average in six of the ASCs. Of the 92 ASCs, 16 of them are under development and have not yet opened and 11 have been open less than one year. In addition, the Company announced its intention to pursue the acquisition of a portion of the ownership interests of physician partners in various of these ASCs for incremental consideration of up to $250 million in aggregate in order to acquire a majority ownership interest in many of the ASCs. USPI also entered into a partnership and development agreement with the principals of SCD that gives USPI an exclusive option to invest in new centers for five years. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 8.01. Other Events.

On November 8, 2021, a subsidiary of USPI entered into a definitive agreement (the "Purchase Agreement") for the purchase of all of SCD's ownership interest in the ASCs and certain other related assets for approximately $1.2 billion, subject to customary purchase price adjustments.

The Purchase 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 customary closing conditions and is anticipated to close in the fourth quarter of 2021.




Item 9.01.     Financial Statements and Exhibits.



(d)Exhibits
       Exhibit No.        Description
        99.1                Press Release issued on November 8, 2021.
                          Cover Page Interactive Data File (embedded within the inline XBRL
         104              document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses