Bond TenetHealth 8.125% ( US88033GCE89 ) in USD

TenetHealth

100 % ▼

United States

US88033GCE89 ( in USD )

8.125% per year ( payment 2 times a year)

31/03/2022 - Bond has expired

Prospectus brochure of the bond Tenet Healthcare US88033GCE89 in USD 8.125%, expired

2 000 USD

2 799 350 000 USD

88033GCE8

CCC+ ( Substantial risks )

Caa1 ( Substantial risks )

Tenet Healthcare is a diversified healthcare services company operating hospitals, outpatient centers, and related healthcare facilities across the United States, offering a range of medical services.

The Bond issued by TenetHealth ( United States ) , in USD, with the ISIN code US88033GCE89, pays a coupon of 8.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/03/2022

The Bond issued by TenetHealth ( United States ) , in USD, with the ISIN code US88033GCE89, was rated Caa1 ( Substantial risks ) by Moody's credit rating agency.

The Bond issued by TenetHealth ( United States ) , in USD, with the ISIN code US88033GCE89, was rated CCC+ ( Substantial risks ) by Standard & Poor's ( S&P ) credit rating agency.

http://www.sec.gov/Archives/edgar/data/70318/000110465913076433/a...
424B3 1 a13-21747_1424b3.htm PROSPECTUS FILED PURSUANT TO RULE 424(B)(3)
Table of Contents

Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-191613

PROSPECTUS

$2,800,000,000

TENET HEALTHCARE CORPORATION

Offer to exchange our 8.125% Senior Notes due 2022, which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for any and all of our outstanding unregistered 8.125% Senior Notes due 2022 issued on September 27, 2013 by
THC Escrow Corporation and assumed by Tenet Healthcare Corporation on October 1, 2013

The exchange offer and withdrawal rights will expire at 5:00 P.M., Eastern time, on November 18, 2013 (the 20th business day
following the date of this prospectus), unless extended.

We are offering to exchange up to $2,800,000,000 aggregate principal amount of our new 8.125% Senior Notes due 2022,
which have been registered under the Securities Act referred to in this prospectus as the "new notes," for any and all of our
outstanding 8.125% Senior Notes due 2022 issued on September 27, 2013 by THC Escrow Corporation and assumed by Tenet
Healthcare Corporation on October 1, 2013, 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."

THC Escrow Corporation issued the old notes on September 27, 2013 in a transaction not requiring registration under the
Securities Act. We assumed the obligations of THC Escrow Corporation under the old notes on October 1, 2013. The old notes were
issued to finance in part our acquisition of Vanguard Health Systems, Inc. ("Vanguard"), including the refinancing of certain of
Vanguard's existing indebtedness. We are offering you new notes, with terms substantially identical to those of the old notes, in
exchange for old notes in order to satisfy our registration obligations from that previous transaction. 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 6 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 new notes are identical in all material respects to those of the old notes, except that the transfer restrictions
and registration rights applicable to the old notes do not apply to the new notes. See "Description of the 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 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."

The exchange of old notes for new notes should not be a taxable event for United States federal income tax purposes. See
1 of 58
10/21/2013 9:02 AM

http://www.sec.gov/Archives/edgar/data/70318/000110465913076433/a...
"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.

October 18, 2013

2 of 58
10/21/2013 9:02 AM

http://www.sec.gov/Archives/edgar/data/70318/000110465913076433/a...
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
6
FORWARD-LOOKING STATEMENTS
8
USE OF PROCEEDS
9
SELECTED FINANCIAL DATA OF TENET HEALTHCARE CORPORATION
10
SELECTED FINANCIAL DATA OF VANGUARD HEALTH SYSTEMS, INC.
12
UNAUDITED PRO FORMA CONDENSED COMBINED SELECTED FINANCIAL DATA
13
RATIO OF EARNINGS TO FIXED CHARGES
14
THE EXCHANGE OFFER
15
DESCRIPTION OF THE NEW NOTES
22
DESCRIPTION OF THE OLD NOTES
33
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
34
PLAN OF DISTRIBUTION
39
VALIDITY OF THE NOTES
40
EXPERTS
40
WHERE YOU CAN FIND MORE INFORMATION
41

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 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.

3 of 58
10/21/2013 9:02 AM

http://www.sec.gov/Archives/edgar/data/70318/000110465913076433/a...
Table of Contents

SUMMARY

This summary highlights selected information from this prospectus and is therefore qualified in its entirety by the more
detailed information appearing elsewhere, or incorporated by reference, in 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.
References to "Vanguard" refer to Vanguard Health Systems, Inc. and its consolidated subsidiaries. References to "Escrow
Corp." refer to THC Escrow Corporation.

Our Company

Tenet Healthcare Corporation is an investor-owned health care services company whose subsidiaries and affiliates, as of
October 1, 2013, primarily operated 77 acute care hospitals, 173 outpatient centers and Conifer Health Solutions LLC ("Conifer"),
which provides business process solutions to more than 600 hospital and other clients nationwide. We operate revenue cycle
management and patient communications services businesses under our Conifer subsidiary. In addition, Conifer operates a
management services business that supports value-based performance through clinical integration, financial risk management and
population health management.

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.

THC Escrow Corporation

THC Escrow Corporation ("Escrow Corp.") is a special purpose entity formed by AMACAR Investments, LLC in the State
of Delaware for the purpose of issuing the old notes. We assumed the obligations of Escrow Corp. under the old notes on October 1,
2013.

Acquisition of Vanguard

The Acquisition

On October 1, 2013, we completed our acquisition of Vanguard (the "acquisition") pursuant to the Agreement and Plan of
Merger dated June 24, 2013, among Tenet, Vanguard and Orange Merger Sub, Inc. ("Merger Sub"). Following the completion of the
acquisition, Vanguard became a wholly-owned subsidiary of Tenet and each share of common stock of Vanguard, par value $0.01 per
share, issued and outstanding immediately prior to the consummation of the acquisition, other than shares for which appraisal rights
were properly demanded and not withdrawn, shares held in treasury and certain shares owned by us, or any subsidiary of ours or of
Vanguard, were automatically converted into the right to receive $21.00 in cash, without interest, and subject to reduction for any
required withholding taxes. The acquisition was valued at $4.3 billion including the assumption or refinancing of $2.5 billion of net
Vanguard debt.

The acquisition expands our total ownership to 77 hospitals and 173 outpatient facilities as well as diversifies our
geographic footprint to 14 states, including two new markets in Texas. The acquisition is also expected to position us to further
benefit from the Patient Protection and Affordable Care Act as amended by the Health Care and Education Reconciliation Act of 2010
("Affordable Care Act") as well as build and expand upon Conifer's position in the fast-growing business services sector.

Financing for the Acquisition

We financed the acquisition, the repayment of Vanguard indebtedness, and related fees and expenses, through the net
proceeds of the old notes offered on September 27, 2013, which we assumed the obligations of on October 1, 2013.

As a result of the borrowings that we incurred to finance the acquisition, the aggregate amount of our indebtedness and
annual debt expense increased substantially following the acquisition. See "Risk Factors."

1
4 of 58
10/21/2013 9:02 AM

http://www.sec.gov/Archives/edgar/data/70318/000110465913076433/a...
Table of Contents

The Exchange Offer

On September 27, 2013, Escrow Corp. completed a private offering of $2,800,000,000 aggregate principal amount of
8.125% Senior Notes due 2022. We assumed the obligations of Escrow Corp. under the related indenture for the old notes on
October 1, 2013. As part of that offering, we entered into an exchange and registration rights agreement with the initial purchaser 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 old
notes. Below is a summary of the exchange offer.

Old notes
8.125% Senior Notes due 2022 originally issued on September 27, 2013 by
THC Escrow Corporation, a Delaware corporation, which were assumed by us
on October 1, 2013.

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

Terms of the offer
We are offering to exchange a like amount of new notes for 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 $2,800,000,000 aggregate
principal amount of old notes outstanding. We will issue new notes promptly
after the expiration of the exchange offer.

Expiration time
The exchange offer will expire at 5:00 P.M., Eastern time, on November 18,
2013 (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
new notes
Exchange Offer," we will accept for exchange any and all old notes that are
properly tendered in the exchange offer before the expiration time. The new
notes will be delivered promptly after the expiration time.

2
5 of 58
10/21/2013 9:02 AM

http://www.sec.gov/Archives/edgar/data/70318/000110465913076433/a...
Table of Contents

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

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

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.

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."

3
6 of 58
10/21/2013 9:02 AM

http://www.sec.gov/Archives/edgar/data/70318/000110465913076433/a...
Table of Contents

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."

The New Notes

The terms of the new notes are identical in all material respects to those of the 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
old notes and will be governed by the same indenture. Where we refer to "notes" in this prospectus, we are referring to both the old
notes and the new notes.

Notes offered
Up to $2,800,000,000 aggregate principal amount of 8.125% Senior Notes due
2022, which have been registered under the Securities Act.

Maturity date
April 1, 2022.

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 new notes will accrue at the rate of 8.125% per annum, accruing
from the most recent date to which interest has been paid on the old notes.
Interest on the new notes will be payable semi-annually in arrears on April 1 and
October 1 of each year, commencing on April 1, 2014, to holders of record on
the immediately preceding March 15 and September 15.

Guarantees
None.

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 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 New Notes."

Change of Control
Upon the occurrence of a "change of control" (as specified in "Description of the
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 a make-whole payment. See "Description of the New
Notes--Make-Whole Redemption."

4
7 of 58
10/21/2013 9:02 AM

http://www.sec.gov/Archives/edgar/data/70318/000110465913076433/a...
Table of Contents

Certain Covenants
The indenture 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."

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.

5
8 of 58
10/21/2013 9:02 AM

http://www.sec.gov/Archives/edgar/data/70318/000110465913076433/a...
Table of Contents

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 the acquisition of Vanguard, our business and an investment in our securities in our
Annual Report on Form 10-K for the year ended December 31, 2012 ("Annual Report") and in our Quarterly Reports on Form 10-Q
for the quarters ended March 31, 2013 and June 30, 2013 and in Vanguard's Annual Report on Form 10-K and Form 10-K/A for the
year ended June 30, 2013 (collectively, the "Vanguard Annual Report"), which are incorporated by reference into this prospectus.
See "Where You Can Find More Information" for an explanation of how to get a copy of this 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 Acquisition

Following the acquisition, we may be unable to successfully integrate Vanguard's business in order to realize the anticipated
benefits of the acquisition or do so within the intended time frame.

The success of the acquisition will depend, in part, on our ability to successfully integrate Vanguard's business and
operations with our business and fully realize the anticipated benefits and synergies from combining our business with Vanguard's
business. The acquisition expands our total ownership to 77 hospitals and 173 outpatient facilities as well as diversifies our
geographic footprint to 14 states, including two new markets in Texas. We will be required to devote significant management
attention and resources to integrating the business practices and operations of Vanguard with ours. Potential difficulties we may
encounter as part of the integration process include the following:

·
The costs of integration and compliance and the possibility that the full benefits anticipated to result from the acquisition

will not be realized;

·
Delays in the integration of strategies, operations, products and services;

·
Diversion of the attention of our management as a result of the acquisition;

·
Differences in business backgrounds, corporate cultures and management philosophies that may delay successful integration;

·
Retaining key executives and other employees;

·
Challenges associated with creating and enforcing uniform standards, controls, procedures, policies and information

systems;

·
Complexities associated with managing Vanguard as a subsidiary of Tenet, including the challenge of integrating complex

systems, technology, networks and other assets of Vanguard into those of Tenet in a manner that minimizes any adverse
impact on customers, suppliers, employees and other constituencies;

·
Potential unknown liabilities and unforeseen increased expenses or delays associated with the acquisition, including

9 of 58
10/21/2013 9:02 AM

http://www.sec.gov/Archives/edgar/data/70318/000110465913076433/a...
one-time cash costs to integrate Vanguard beyond current estimates; and

·
The disruption of, or the loss of momentum in, each company's ongoing businesses or inconsistencies in standards, controls,

procedures and policies.

6
10 of 58
10/21/2013 9:02 AM