Obligation Tenet Healthcare 5.5% ( US88033GCJ76 ) en USD

Tenet Healthcare

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US88033GCJ76 ( en USD )

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01/03/2019 - Obligation échue

Prospectus brochure de l'obligation Tenet Healthcare US88033GCJ76 en USD 5.5%, échue

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498 000 000 USD

88033GCJ7

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L'Obligation émise par Tenet Healthcare ( Etas-Unis ) , en USD, avec le code ISIN US88033GCJ76, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/03/2019

424B3
424B3 1 d22529d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-205567
PROSPECTUS
$3,500,000,000
TENET HEALTHCARE CORPORATION

Offer to exchange our (i) 5.00% Senior Notes due 2019, which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and
all of our outstanding unregistered 5.00% Senior Notes due 2019 issued on March 10, 2014 and June 25, 2014, (ii) 5.50% Senior Notes due 2019, which have been
registered under the Securities Act, for any and all of our outstanding unregistered 5.50% Senior Notes due 2019 issued on September 29, 2014, and (iii) 6.75% Senior
Notes due 2023, which have been registered under the Securities Act, for any and all of our outstanding unregistered 6.75% Senior Notes due 2023 issued by TCH Escrow
Corporation II on June 16, 2015, and assumed by us on June 16, 2015.
The exchange offer and withdrawal rights will expire at 11:59 P.M., Eastern Time, on August 17, 2015 (the 20th business day following the date of this
prospectus), unless extended.

We are offering to exchange up to $1,100,000,000 aggregate principal amount of our new 5.00% Senior Notes due 2019, which have been registered under the
Securities Act and are referred to in this prospectus as the "5% new notes," for any and all of our outstanding 5.00% Senior Notes due 2019 issued on March 10, 2014 and
June 25, 2014 and referred to in this prospectus as the "5% old notes."
We are also offering to exchange up to $500,000,000 aggregate principal amount of our new 5.50% Senior Notes due 2019, which have been registered under the
Securities Act and are referred to in this prospectus as the "5.5% new notes," for any and all of our outstanding 5.50% Senior Notes due 2019 issued on September 29,
2014 and referred to in this prospectus as the "5.5% old notes."
Finally, we are offering to exchange up to $1,900,000,000 aggregate principal amount of our new 6.75% Senior Notes due 2023, which have been registered under the
Securities Act and are referred to in this prospectus as the "6.75% new notes," for any and all of our outstanding 6.75% Senior Notes due 2023 issued by THC Escrow
Corporation II on June 16, 2015, and assumed by us on June 16, 2015, and referred to in this prospectus as the "6.75% old notes."
The 5% new notes, the 5.5% new notes and the 6.75% new notes are referred to in this prospectus as the "new notes." The 5% old notes, the 5.5% old notes and the
6.75% old notes are referred to in this prospectus as the "old notes." The new notes and the old notes are collectively referred to in this prospectus as the "notes."
We are offering you new notes, with terms substantially identical to those of the respective series of old notes, in exchange for such old notes in order to satisfy our
registration obligations from the respective transactions under which the respective old notes were issued. If you fail to tender your old notes, you will continue to hold
unregistered notes that you will not be able to transfer freely.

See "Risk Factors" starting on page 8 of this prospectus for a discussion of risks associated with the exchange of old notes for the new
notes offered hereby.
We will exchange new notes for all old notes that are validly tendered and not withdrawn before expiration of the exchange offer. You may withdraw tenders of old
notes at any time prior to the expiration of the exchange offer. The exchange procedure is more fully described in "The Exchange Offer--Procedures for Tendering."
The terms of the 5% new notes are identical in all material respects to those of the 5% old notes, except that the transfer restrictions and registration rights applicable
to the 5% old notes do not apply to the 5% new notes. The terms of the 5.5% new notes are identical in all material respects to those of the 5.5% old notes, except that
the transfer restrictions and registration rights applicable to the 5.5% old notes do not apply to the 5.5% new notes. The terms of the 6.75% new notes are identical in all
material respects to those of the 6.75% old notes, except that the transfer restrictions and registration rights applicable to the 6.75% old notes do not apply to the 6.75%
new notes. See "Description of the 5% New Notes and the 5.5% New Notes" and "Description of the 6.75% New Notes" for more details on the terms of the new notes.
We will not receive any proceeds from the exchange offer.
There is no established trading market for the new notes or the old notes.
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it may be a statutory underwriter and that it
will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such
broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the expiration time, it will
make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."
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The exchange of old notes for new notes should not be a taxable event for United States federal income tax purposes. See "Certain United States Federal Income Tax
Considerations."
All broker-dealers must comply with the registration and prospectus delivery requirements of the Securities Act. See "Plan of Distribution."

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
July 21, 2015
Table of Contents
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this
prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the notes
offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus
is current only as of its date.
TABLE OF CONTENTS

SUMMARY
1
RISK FACTORS
8
FORWARD-LOOKING STATEMENTS
10
USE OF PROCEEDS
11
SELECTED FINANCIAL DATA OF TENET HEALTHCARE CORPORATION
12
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
14
THE EXCHANGE OFFER
15
DESCRIPTION OF THE 5% NEW NOTES AND THE 5.5% NEW NOTES
24
DESCRIPTION OF THE 6.75% NEW NOTES
36
DESCRIPTION OF THE OLD NOTES
48
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
49
PLAN OF DISTRIBUTION
50
VALIDITY OF THE NOTES
51
EXPERTS
51
WHERE YOU CAN FIND MORE INFORMATION
52
This prospectus contains summaries of material terms of certain documents and refers you to certain documents that we have filed with the
Securities and Exchange Commission.
You can obtain copies of documents incorporated by reference in this prospectus, without charge, by requesting them in writing or
by telephone from us at Tenet Healthcare Corporation, Corporate Secretary, 1445 Ross Avenue, Suite 1400, Dallas, Texas 75202,
telephone (469) 893-2200.
Each broker-dealer that receives new notes for its own account in connection with the exchange offer must acknowledge that it may be a
statutory underwriter and that it will deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended
or supplemented from time to time, may be used by such broker-dealers in connection with resales of new notes received in exchange for old
notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of
180 days after the expiration date of the exchange offer, we will make this prospectus, as it may be amended or supplemented from time to time,
available to such broker-dealers for use in connection with any such resales of new notes, or, if earlier, when all new notes subject to the exchange
offer have been disposed of by such broker-dealers.
In order to obtain timely delivery of such materials, you must request information from us no later than five business days prior to the
expiration of the exchange offer.
Table of Contents
SUMMARY
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This summary highlights selected information from this prospectus and is therefore qualified in its entirety by the more detailed
information appearing elsewhere in, or incorporated by reference into, this prospectus. It may not contain all the information that is important
to you. We urge you to read carefully this entire prospectus and the other documents to which it refers to understand fully the terms of the
notes. References in this prospectus to "Tenet," "the Company," "we," "us," "our" and "ours" refer to Tenet Healthcare Corporation and
its consolidated subsidiaries unless the context otherwise requires.
Our Company
Tenet Healthcare Corporation is a national, diversified healthcare services company. We operate regionally focused, integrated healthcare
delivery networks in large urban and suburban markets. At the core of our networks are acute care and specialty hospitals that, together with
our strategically aligned outpatient facilities and related businesses, allow us to provide a comprehensive range of healthcare services in the
communities we serve. As of March 31, 2015, we operated 80 hospitals (one of which is temporarily closed), 215 outpatient centers, six health
plans and Conifer Health Solutions LLC ("Conifer"), which provides healthcare business process services in the areas of revenue cycle
management, value-based care and patient communications. On October 1, 2013, we acquired Vanguard Health Systems, Inc. ("Vanguard"),
an investor-owned hospital company whose operations complemented our existing business. Through this acquisition, we significantly
increased our scale, became more geographically diverse and expanded the services we offer. On June 16, 2015, we acquired a 50.1% stake in
USPI Holding Company, Inc., a joint venture that combines the short-stay surgery and imaging center assets of Tenet and United Surgical
Partners International ("USPI"). The new joint venture has ownership interests in 249 ambulatory surgery centers, 18 short-stay surgical
hospitals and 20 imaging centers in 29 states. Also on June 16, 2015, we acquired European Surgical Partners Limited ("Aspen"). Aspen is
engaged in the business of operating private acute healthcare services in the United Kingdom.
We were incorporated in the state of Nevada in 1975. Our executive offices are located at 1445 Ross Avenue, Suite 1400, Dallas, Texas
75202. Our telephone number is (469) 893-2200. We can be found on the World Wide Web at www.tenethealth.com. Information on our
website is not part of this prospectus.
The Exchange Offer
On March 10, 2014, we completed a private offering of $600,000,000 aggregate principal amount of 5.00% Senior Notes due 2019. On
June 25, 2014, we completed a private offering of $500,000,000 aggregate principal amount of 5.00% Senior Notes due 2019, which were
issued as "additional notes" under the indenture dated as of March 10, 2014 and thus form a single, fungible series with the 5% old notes
issued on March 10, 2014. On September 29, 2014, we completed a private offering of $500,000,000 aggregate principal amount of 5.50%
Senior Notes due 2019. On June 16, 2015, THC Escrow Corporation II completed a private offering of $1,900,000,000 aggregate principal
amount of 6.75% Senior Notes due 2023, which we assumed on June 16, 2015. As part of such offerings and assumption, as applicable, we
entered into exchange and registration rights agreements with the applicable initial purchasers of the old notes in which we agreed, among
other things, to deliver this prospectus to you and to complete an exchange offer for the applicable series of old notes. Below is a summary of
the exchange offer.

Old notes
5.00% Senior Notes due 2019 originally issued on March 10, 2014 and June 25, 2014.

5.50% Senior Notes due 2019 originally issued on September 29, 2014.

6.75% Senior Notes due 2023 originally issued on June 16, 2015.

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New notes
Notes of the same respective series, the issuance of which has been registered under the
Securities Act. The terms of the 5% new notes are identical in all material respects to
those of the 5% old notes, except that the transfer restrictions and registration rights
applicable to the 5% old notes do not apply to the 5% new notes. The terms of the 5.5%
new notes are identical in all material respects to those of the 5.5% old notes, except that
the transfer restrictions and registration rights applicable to the 5.5% old notes do not
apply to the 5.5% new notes. The terms of the 6.75% new notes are identical in all
material respects to those of the 6.75% old notes, except that the transfer restrictions and
registration rights applicable to the 6.75% old notes do not apply to the 6.75% new
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notes.

Terms of the offer
We are offering to exchange a like amount of new notes for the respective series of our
old notes in denominations of $2,000 in principal amount and integral multiples of
$1,000 in excess thereof. In order to be exchanged, an old note must be properly
tendered and accepted. All old notes that are validly tendered and not withdrawn will be
exchanged. As of the date of this prospectus, there are $1,100,000,000 aggregate
principal amount of 5% old notes outstanding, $500,000,000 aggregate principal amount
of 5.5% old notes outstanding and $1,900,000,000 aggregate principal amount of 6.75%
old notes outstanding. We will issue the new notes promptly after the expiration of the
exchange offer.

Expiration time
The exchange offer will expire at 11:59 P.M., Eastern time, on August 17, 2015 (the
20th business day following the date of this prospectus), unless extended.

Procedures for tendering
To tender old notes, you must complete and sign a letter of transmittal in accordance
with the instructions contained in it and forward it by mail, facsimile or hand delivery,
together with any other documents required by the letter of transmittal, to the exchange
agent, either with the old notes to be tendered or in compliance with the specified
procedures for guaranteed delivery of old notes. Certain brokers, dealers, commercial
banks, trust companies and other nominees may also effect tenders by book-entry
transfer. Holders of old notes registered in the name of a broker, dealer, commercial
bank, trust company or other nominee are urged to contact such person promptly if they
wish to tender old notes pursuant to the exchange offer. See "The Exchange Offer--
Procedures for Tendering."

Letters of transmittal and certificates representing old notes should not be sent to us.
Such documents should be sent only to the exchange agent. Questions regarding how to

tender and requests for information should be directed to the exchange agent. See "The
Exchange Offer--Exchange Agent."

Acceptance of old notes for exchange; issuance of
Subject to the conditions stated in "The Exchange Offer--Conditions to the Exchange
new notes
Offer," we will accept for exchange any and all old

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notes that are properly tendered in the exchange offer before the expiration time. The

new notes will be delivered promptly after the expiration time.

Interest payments on the new notes
The 5% new notes will bear interest from the most recent date through which interest
has been paid on the 5% old notes. If your 5% old notes are accepted for exchange, then
you will receive interest on the 5% new notes and not on the 5% old notes.

The 5.5% new notes will bear interest from the most recent date through which interest

has been paid on the 5.5% old notes. If your 5.5% old notes are accepted for exchange,
then you will receive interest on the 5.5% new notes and not on the 5.5% old notes.

The 6.75% new notes will bear interest from the date of the initial issuance of the 6.75%

old notes. If your 6.75% old notes are accepted for exchange, then you will receive
interest on the 6.75% new notes and not on the 6.75% old notes.

Withdrawal rights
You may withdraw your tender at any time before the expiration time.

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Conditions to the exchange offer
The exchange offer is subject to customary conditions. We may assert or waive these
conditions in our sole discretion. If we materially change the terms of the exchange
offer, we will resolicit tenders of the old notes. See "The Exchange Offer--Conditions
to the Exchange Offer" for more information.

Resales of new notes
Based on interpretations by the staff of the Securities and Exchange Commission, or the
SEC, as detailed in a series of no-action letters issued by the SEC to third parties, we
believe that the new notes issued in the exchange offer may be offered for resale, resold
or otherwise transferred by you without compliance with the registration and prospectus
delivery requirements of the Securities Act as long as:

· you are acquiring the new notes in the ordinary course of your business;

· you are not participating, do not intend to participate and have no arrangement or

understanding with any person to participate in a distribution of the new notes;

· you are not an "affiliate" of ours; and

· you are not a broker-dealer that acquired any of its old notes directly from us.

If you fail to satisfy any of the foregoing conditions, you will not be permitted to tender
your old notes in the exchange offer and you must comply with the registration and

prospectus delivery requirements of the Securities Act in connection with any sale or
other transfer of your old notes unless such sale is made pursuant to an exemption from
such requirements.

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Each broker or dealer that receives new notes for its own account in exchange for old
notes that were acquired as a result of market-making or other trading activities must
acknowledge that it will comply with the registration and prospectus delivery

requirements of the Securities Act in connection with any offer to resell, resale or other
transfer of the new notes issued in the exchange offer, including the delivery of a
prospectus that contains information with respect to any selling holder required by the
Securities Act in connection with any resale of the new notes.

See "The Exchange Offer--Resales of New Notes."

Exchange agent
The Bank of New York Mellon Trust Company, N.A. is serving as the exchange agent
in connection with the exchange offer. The address and telephone and facsimile
numbers of the exchange agent are listed under the heading "The Exchange Offer--
Exchange Agent."

Use of proceeds
We will not receive any proceeds from the issuance of new notes in the exchange offer.
We will pay all expenses incident to the exchange offer. See "Use of Proceeds" and
"The Exchange Offer--Fees and Expenses."

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The New Notes
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The terms of each series of new notes are identical in all material respects to those of the applicable series of old notes, except that the
transfer restrictions and registration rights applicable to the old notes do not apply to the new notes. The new notes will evidence the same debt
as the respective series of old notes and will be governed by the same indenture under which the applicable series of old notes were issued.
Where we refer to "new notes" in this prospectus, we are referring, collectively, to the 5% new notes, the 5.5% new notes and the 6.75% new
notes. Where we refer to "old notes" in this prospectus, we are referring, collectively, to the 5% old notes, 5.5% old notes and 6.75% old
notes. Where we refer to "notes" in this prospectus, we are referring to both the old notes and the new notes.

Notes offered
Up to $1,100,000,000 aggregate principal amount of 5% Senior Notes due 2019, which
have been registered under the Securities Act.

Up to $500,000,000 aggregate principal amount of 5.5% Senior Notes due 2019, which

have been registered under the Securities Act.

Up to $1,900,000,000 aggregate principal amount of 6.75% Senior Notes due 2023,

which have been registered under the Securities Act.

Maturity date
With respect to the 5% new notes and the 5.5% new notes, March 1, 2019.

With respect to the 6.75% new notes, June 15, 2023.

Listing
We do not intend to apply for listing of the new notes on any securities exchange or for
inclusion of the notes in any automated quotation system.

Interest
Interest on the 5% new notes will accrue at the rate of 5.00% per annum, accruing from
the most recent date to which interest has been paid on the 5% old notes. Interest on the
5.5% new notes will accrue at the rate of 5.50% per annum, accruing from the most
recent date to which interest has been paid on the 5.5% old notes. Interest on the 6.75%
new notes will accrue at the rate of 6.75% per annum, accruing from the date of the
initial issuance of the 6.75% old notes.

Interest on the 5% new notes and the 5.5% new notes will be payable semi-annually in
arrears on March 1 and September 1 of each year, commencing on September 1, 2014

(in respect of the 5% new notes) and commencing on March 1, 2015 (in respect of the
5.5% new notes), to holders of record on the immediately preceding February 15 and
August 15.

Interest on the 6.75% new notes will be payable semi-annually in arrears on June 15 and

December 15 of each year, commencing on December 15, 2015, to holders of record on
the immediately preceding June 1 and December 1.

Guarantees
None.

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Ranking
The notes will be our unsecured senior obligations and will rank equally in right of
payment with all of our existing and future unsecured senior debt, will rank senior in
right of payment to all of our existing and future unsecured subordinated debt, will be
subordinated to our senior secured obligations to the extent of the value of the collateral
securing our senior secured obligations, and will be effectively subordinated to our
obligations under our credit agreement and will be structurally subordinated to the
obligations of our subsidiaries that guarantee our senior secured obligations to the extent
of the value of the collateral securing borrowings thereunder. See "Description of the
5% New Notes and the 5.5% New Notes" and "Description of the 6.75% New Notes."
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Change of Control
Upon the occurrence of a "change of control" (as specified in "Description of the 5%
New Notes and the 5.5% New Notes--Repurchase at the Option of Holders" and
"Description of the 6.75% New Notes--Repurchase at the Option of Holders"), we may
be required to purchase all or any part of the notes at 101% of the aggregate principal
amount of notes repurchased, plus accrued and unpaid interest.

Redemption
We may redeem the notes, in whole or in part, at any time, at a redemption price equal
to 100% of the principal amount of the notes and any accrued but unpaid interest
thereon, plus an applicable make-whole payment. See "Description of the 5% New
Notes and the 5.5% New Notes--Make-Whole Redemption" and "Description of the
6.75% New Notes--Make-Whole Redemption."

Certain Covenants
The indentures governing the new notes will contain covenants that, among other things,
will restrict our ability and the ability of our subsidiaries to:

· incur liens;

· enter into sale and lease-back transactions; or

· consolidate, merge or sell all or substantially all of our assets, other than in certain

transactions between one or more of our wholly owned subsidiaries and us.

These restrictions are subject to a number of important exceptions and qualifications. In
particular, there are no restrictions on our ability or the ability of our 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). See "Risk Factors--Risks Related to the New Notes--The
protections provided in the new notes are limited, and we may take actions that could
adversely affect the new notes."

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Form and denominations
We will issue the new notes in fully registered form, in minimum denominations of
$2,000 and integral multiples of $1,000 in excess thereof. Each of the new notes will be
represented by one or more global notes registered in the name of a nominee of The
Depository Trust Company, or DTC. You will hold a beneficial interest in one or more
of the notes through DTC, and DTC and its direct and indirect participants will record
your beneficial interest in their books. Except under limited circumstances, we will not
issue certificated new notes.

Trustee
The Bank of New York Mellon Trust Company, N.A.

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RISK FACTORS
Before tendering the old notes, prospective participants in the exchange offer should carefully consider the discussions of cautionary factors
describing risks relating to our business and an investment in our securities in our Annual Report on Form 10-K for the year ended December 31,
2014 ("Annual Report"), incorporated by reference into this prospectus, and in our Quarterly Report on Form 10-Q for the fiscal quarter ended
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March 31, 2015 ("Quarterly Report"), incorporated by reference into this prospectus. See "Where You Can Find More Information" for an
explanation of how to get a copy of our Annual Report and Quarterly Report. Other risks related to the new notes include the following:

· The protections provided in the new notes are limited, and we may take actions that could adversely affect the new notes.

· We depend on funds from our subsidiaries, which affects our ability to obtain funds to meet our debt service obligations.

· We may be unable to purchase the new notes upon a change of control.

· Although the new notes are referred to as "senior notes," they will be effectively subordinated to any secured debt we may incur and

structurally subordinated to indebtedness of our subsidiaries.

· There is no public market for the new notes, and you cannot be sure that an active trading market will develop for the new notes.
The risks and uncertainties described below and in such incorporated documents are not the only risks and uncertainties that we face. Our
subsequent filings with the SEC may contain amended and updated discussions of significant risks. We cannot predict future risks or estimate the
extent to which they may affect our financial performance.
Risks Related to the Exchange Offer
You may have difficulty selling the old notes you do not exchange.
If you do not exchange your old notes for new notes in the exchange offer, you will continue to be subject to the restrictions on transfer of
your old notes as described in the legend on the global notes representing the old notes. There are restrictions on transfer of your old notes because
we issued the old notes under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and
applicable state securities laws. In general, you may offer or sell the old notes only if they are registered under the Securities Act and applicable
state securities laws or offered and sold under an exemption from, or in a transaction not subject to, these requirements. We do not intend to
register any old notes not tendered in the exchange offer and, upon consummation of the exchange offer, you will not be entitled to any rights to
have your untendered old notes registered under the Securities Act. In addition, the trading market, if any, for the remaining old notes will be
adversely affected depending on the extent to which old notes are tendered and accepted in the exchange offer.
Broker-dealers may need to comply with the registration and prospectus delivery requirements of the Securities Act.
Any broker-dealer that (1) exchanges its old notes in the exchange offer for the purpose of participating in a distribution of the new notes or
(2) resells new notes that were received by it for its own account in the exchange offer may be deemed to have received restricted securities and
will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale
transaction by that broker-dealer. Any profit on the resale of the new notes and any commission or concessions received by a broker-dealer may be
deemed to be underwriting compensation under the Securities Act.

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You may not receive new notes in the exchange offer if the exchange offer procedure is not followed.
We will issue the new notes in exchange for your old notes only if you tender the old notes and deliver a properly completed and duly
executed letter of transmittal and other required documents before expiration of the exchange offer. You should allow sufficient time to ensure
timely delivery of the necessary documents. Neither the exchange agent nor we are under any duty to give notification of defects or irregularities
with respect to the tenders of old notes for exchange. If you are the beneficial holder of old notes that are registered in the name of your broker,
dealer, commercial bank, trust company or other nominee, and you wish to tender in the exchange offer, you should promptly contact the person in
whose name your old notes are registered and instruct that person to tender on your behalf.

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FORWARD-LOOKING STATEMENTS
Certain statements contained in, or incorporated by reference into, this prospectus constitute "forward-looking statements." Such forward-
looking statements are based on our management's current expectations and involve known and unknown risks, uncertainties and other factors that
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may cause our actual results to be materially different from those expressed or implied by such forward-looking statements. Such factors include,
but are not limited to, the following:

·
Our ability to fully realize the anticipated benefits and synergies of our acquisitions and to successfully complete the integration of

businesses we acquire;

·
The future impact of the Affordable Care Act on our business and the enactment of, or changes in, laws and regulations affecting the

healthcare industry generally;

·
The effect that adverse economic conditions have on our volumes and our ability to collect outstanding receivables on a timely basis,

among other things;

·
Adverse litigation or regulatory developments;

·
Our ability to enter into managed care provider arrangements on acceptable terms;

·
Cuts to Medicare and Medicaid payment rates or changes in reimbursement practices;

·
Competition;

·
Our success in implementing our business development plans, including growing our outpatient business;

·
Our ability to hire and retain qualified personnel, especially healthcare professionals;

·
The availability and terms of capital to fund the expansion of our business, including the acquisition of additional facilities;

·
Our success in marketing Conifer's revenue cycle management, healthcare information management, management services, and patient

communications and engagement services;

·
Our ability to identify and execute on measures designed to save or control costs or streamline operations;

·
The impact of our significant indebtedness;

·
Our success in operating our health plans and accountable care networks; and

·
Other factors and risks referenced in our Annual Report, Quarterly Report and our other public filings.
Also included among the foregoing factors are the positive and negative effects of health reform legislation on reimbursement and utilization,
as well as the future design of provider networks and insurance plans, including pricing, provider participation, coverage, and co-pays and
deductibles.
These and other risks and uncertainties are described in the "Risk Factors" section of this prospectus, "Risk Factors" under Item 1A of Part I
of our Annual Report, "Forward-Looking Statements" under Item 1 of Part I of our Annual Report, "Risk Factors" under Item 1A of Part II of our
Quarterly Report, and "Forward-Looking Statements" under Item 2 of Part I of our Quarterly Report.
When considering forward-looking statements, a reader should keep in mind the risk factors and other cautionary statements included and
incorporated by reference in this prospectus. Should one or more of the risks and uncertainties described or incorporated by reference in this
prospectus occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in
any forward-looking statements. We specifically disclaim any obligation to update any information contained in a forward-looking statement or
any forward-looking statement in its entirety and, therefore, disclaim any resulting liability for potentially related damages. All forward-looking
statements attributable to us are expressly qualified in their entirety by this cautionary statement.

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USE OF PROCEEDS
We will not receive proceeds from the issuance of the new notes offered hereby. In consideration for issuing the new notes in exchange for
old notes as described in this prospectus, we will receive old notes of like principal amount. The old notes surrendered in exchange for the new
notes will be retired and canceled.

11
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SELECTED FINANCIAL DATA OF TENET HEALTHCARE CORPORATION
The following tables present selected consolidated financial data for Tenet Healthcare Corporation and its wholly owned and majority-owned
subsidiaries for the years ended December 31, 2010 through 2014 and for the three months ended March 31, 2014 and 2015. Because we acquired
Vanguard on October 1, 2013, the 2013 columns in the tables below include results of operations for Vanguard and its consolidated subsidiaries for
the three months ended December 31, 2013 only. All amounts related to shares, share prices and earnings per share for periods ending prior to
October 11, 2012 have been restated to give retrospective presentation for the reverse stock split described in Note 2 to our Consolidated Financial
Statements. The tables should be read in conjunction with Item 7 in our Annual Report, Management's Discussion and Analysis of Financial
Condition and Results of Operations, Item 2 in our Quarterly Report, Management's Discussion and Analysis of Financial Condition and Results
of Operations, and our Consolidated Financial Statements and notes thereto included in our Annual Report and Quarterly Report.
OPERATING RESULTS

For the Three
Months Ended

March 31,

December 31,

2015
2014
2014

2013

2012
2011
2010

(In Millions, Except Per Share Amounts)

Net operating revenues:

Net operating revenues before provision for doubtful accounts
$4,791 $4,306 $17,920 $12,074 $9,904 $9,371 $8,992
Less: Provision for doubtful accounts

363
380 1,305
972
785
717
727

Net operating revenues
4,428 3,926 16,615 11,102 9,119 8,654 8,265
Operating expenses:
Salaries, wages and benefits
2,125 1,921 8,023 5,371 4,257 4,015 3,830
Supplies

687
628 2,630 1,784 1,552 1,548 1,542
Other operating expenses, net
1,093
999 4,114 2,701 2,147 2,020 1,857
Electronic health record incentives

(6)
(9)
(104)
(96)
(40)
(55)
--
Depreciation and amortization

207
193
849
545
430
398
380
Impairment and restructuring charges, and acquisition-related costs

29
21
153
103
19
20
10
Litigation and investigation costs, net of insurance recoveries

3
3
25
31
5
55
12

Operating income

290
170
925
663
749
653
634
Interest expense
(199) (182)
(754)
(474) (412) (375) (424)
Loss from early extinguishment of debt

--
--
(24)
(348)
(4) (117)
(57)
Investment earnings

--
--
--
1
1
3
5

Income (loss) from continuing operations, before income taxes

91
(12)
147
(158)
334
164
158
Income tax benefit (expense)

(16)
1
(49)
65 (125)
(61)
977

Income (loss) from continuing operations, before discontinued
operations and cumulative effect of change in accounting principle
$
75 $
(11) $
98 $
(93) $ 209 $ 103 $1,135

Basic earnings (loss) per share attributable to Tenet Healthcare
Corporation common shareholders from continuing operations
$ 0.47 $ (0.28) $
0.35 $ (1.21) $ 1.77 $ 0.58 $ 9.09

Diluted earnings (loss) per share attributable to Tenet Healthcare
Corporation common shareholders from continuing operations
$ 0.46 $ (0.28) $
0.34 $ (1.21) $ 1.70 $ 0.56 $ 8.03

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The operating results presented above are not necessarily indicative of our future results of operations. Reasons for this include, but are not
limited to: overall revenue and cost trends, particularly the timing and magnitude of price changes; fluctuations in contractual allowances and cost
report settlements and valuation allowances; managed care contract negotiations, settlements or terminations and payer consolidations; changes in
Medicare and Medicaid regulations; Medicaid and other supplemental funding levels set by the states in which we operate; the timing of approval
by the Centers for Medicare and Medicaid Services of Medicaid provider fee revenue programs; trends in patient accounts receivable collectability
and associated provisions for doubtful accounts; fluctuations in interest rates; levels of malpractice insurance expense and settlement trends; the
number of covered lives managed by our health plans and the plans' ability to effectively manage medical costs; the timing of when we meet the
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