Tenet Healthcare Corporation (NYSE: THC) announced today that it commenced a tender offer to purchase for cash (the “Tender Offer”) any and all of the $714 million aggregate principal amount outstanding of its 10.0% Senior Secured Notes due 2018 (the “Notes”) and a solicitation of consents (the “Consent Solicitation”) for proposed amendments to the related indenture. The Tender Offer and the Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated as of January 22, 2013 (the “Offer to Purchase and Consent Solicitation Statement”), and related consent and letter of transmittal. The Tender Offer will expire at 12:00 midnight, New York City time, on February 19, 2013.
Holders of Notes that are validly tendered prior to the consent payment deadline of 5:00 p.m., New York City time, on February 4, 2013 and accepted for purchase will receive total consideration of $1,164.50 per $1,000 principal amount of Notes validly tendered and accepted for purchase, which includes a consent payment of $30 per $1,000 principal amount of Notes, plus any accrued and unpaid interest up to, but not including, the initial settlement date, which is expected to be February 5, 2013.
Pursuant to the Consent Solicitation, Tenet is soliciting from holders of the Notes consents to (i) amendments to the indenture governing the Notes that would eliminate most of the covenants, certain events of default applicable to the Notes and amend certain other provisions contained in such indenture and the Notes (the "Majority Consent Amendments") and (ii) the release of the liens on the assets that secure the Notes and the indenture and make any amendments to the indenture and related security agreements necessary to effect the release of the liens securing the Notes (the "Supermajority Consent Amendments"). Adoption of the Majority Consent Amendments requires the consent of the holders of at least a majority of the outstanding principal amount of the Notes. Adoption of the Supermajority Consent Amendments requires the consent of the holders of at least 75% of the outstanding principal amount of the Notes. Any holder who tenders Notes pursuant to the Tender Offer must consent to both the Majority Consent Amendments and the Supermajority Consent Amendments. A holder may not revoke a consent without withdrawing the previously tendered Notes to which such consent relates. Notes tendered may only be withdrawn, and related consents revoked, prior to 5:00 p.m., New York City time, on February 4, 2013, unless extended, except in limited circumstances where additional withdrawal rights are required by law.
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