TENET HEALTHCARE CORPTHC
TENET HEALTHCARE CORP Debt Disclosure
LONG-TERM DEBT
The table below presents our long‑term debt included in the accompanying Consolidated Balance Sheets:
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Senior unsecured notes: | |||||||||||
6.125% due 2028 | $ | 1,750 | $ | 2,500 | |||||||
6.875% due 2031 | 362 | 362 | |||||||||
6.000% due 2033 | 750 | — | |||||||||
| Senior secured first lien notes: | |||||||||||
5.125% due 2027 | 1,500 | 1,500 | |||||||||
4.625% due 2028 | 600 | 600 | |||||||||
4.250% due 2029 | 1,400 | 1,400 | |||||||||
4.375% due 2030 | 1,450 | 1,450 | |||||||||
6.125% due 2030 | 2,000 | 2,000 | |||||||||
6.750% due 2031 | 1,350 | 1,350 | |||||||||
5.500% due 2032 | 1,500 | — | |||||||||
| Senior secured second lien notes: | |||||||||||
6.250% due 2027 | — | 1,500 | |||||||||
| Finance leases, mortgages and other notes | 603 | 605 | |||||||||
| Unamortized issue costs and note discounts | (94) | (94) | |||||||||
| Total long-term debt | 13,171 | 13,173 | |||||||||
| Less: Current portion | 79 | 92 | |||||||||
| Long-term debt, net of current portion | $ | 13,092 | $ | 13,081 | |||||||
Senior Unsecured Notes and Senior Secured Notes
At December 31, 2025, we had senior unsecured notes and senior secured notes with aggregate principal amounts outstanding of $12.662 billion. These notes have fixed interest rates ranging from 4.250% to 6.875% and require semi‑annual interest payments in arrears. A payment of the principal and any accrued but unpaid interest is due upon the maturity date of the respective notes, which dates are staggered from November 2027 through November 2033. We completed the following transactions during the year ended December 31, 2025, all of which occurred in November:
•We issued $1.500 billion aggregate principal amount of our 5.500% senior secured first lien notes due on November 15, 2032 (the “2032 Senior Secured First Lien Notes”). We will pay interest on the 2032 Senior Secured First Lien Notes on May 15 and November 15 of each year, which payments will commence on May 15, 2026.
•In addition, we issued $750 million aggregate principal amount of our 6.000% senior notes due on November 15, 2033 (the “2033 Senior Unsecured Notes”). We will pay interest on the 2033 Senior Unsecured Notes on May 15 and November 15 of each year, which payments will commence on May 15, 2026.
•We used the net proceeds from the issuance of the 2032 Senior Secured First Lien Notes and 2033 Senior Unsecured Notes, together with cash on hand, to finance the redemption of all $1.500 billion aggregate principal amount outstanding of our 6.250% senior secured second lien notes due February 2027 (the “February 2027 Senior Secured Second Lien Notes”) and the redemption of $750 million aggregate principal amount of the then $2.500 billion aggregate principal amount outstanding of our 6.125% senior notes due October 2028 (the “October 2028 Senior Unsecured Notes”), in each case in advance of their maturity dates.
In March 2024, we redeemed all $2.100 billion aggregate principal amount outstanding of our 4.875% senior secured first lien notes due 2026 in advance of their maturity date. We paid $2.100 billion using cash on hand to redeem the notes.
We recorded losses from the early extinguishment of debt of $7 million and $8 million in connection with the aforementioned redemptions during the years ended December 31, 2025 and 2024, respectively. These losses were primarily related to the write-off of associated unamortized issuance costs.
All of our senior secured notes are guaranteed by certain of our wholly owned domestic hospital company subsidiaries and secured by a pledge of the capital stock and other ownership interests of those subsidiaries on a first lien basis. All of our senior secured notes and the related subsidiary guarantees are our and the subsidiary guarantors’ senior secured obligations. All
of our senior secured notes rank equally in right of payment with all of our other senior secured indebtedness. Our senior secured notes rank senior to any subordinated indebtedness that we or such subsidiary guarantors may incur; they are effectively senior to our and such subsidiary guarantors’ existing and future unsecured indebtedness and other liabilities to the extent of the value of the collateral securing the notes and the subsidiary guarantees; they are effectively subordinated to our and such subsidiary guarantors’ obligations under our senior secured revolving credit facility, as discussed below, to the extent of the value of the collateral securing borrowings thereunder; and they are structurally subordinated to all obligations of our non‑guarantor subsidiaries.
The indentures setting forth the terms of our senior secured notes contain provisions governing our ability to redeem the notes and the terms by which we may do so. On or after the call dates specified in the indentures and at our option, we may redeem our senior secured notes, in whole or in part, at the specified redemption prices set forth in the applicable indenture, together with accrued and unpaid interest. In addition, we may be required to purchase for cash all or any part of each series of our senior secured notes upon the occurrence of a change of control (as defined in the applicable indentures) for a cash purchase price of 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest.
All of our senior unsecured notes are general unsecured senior debt obligations that rank equally in right of payment with all of our other unsecured senior indebtedness, but are effectively subordinated to our senior secured notes described above, the obligations of our subsidiaries and any obligations under our senior secured revolving credit facility to the extent of the value of the collateral. We may redeem either series of our senior unsecured notes, in whole or in part, at any time at the specified redemption prices (plus, in the case of one series of notes, a make-whole premium) set forth in the applicable indenture, together with accrued and unpaid interest.
Credit Agreement
In November 2025, we executed a new senior secured revolving credit facility (the “2025 Credit Agreement”) and concurrently terminated our then-existing senior secured revolving credit facility, which we originally entered into in November 2006 (the “2006 Credit Agreement”), prior to its scheduled maturity date. The 2025 Credit Agreement provides for, subject to borrowing availability, revolving loans in an aggregate principal amount of up to $1.900 billion with a $200 million subfacility for standby letters of credit. Our borrowing availability under the 2025 Credit Agreement is calculated by reference to a borrowing base that is determined by specified percentages of eligible accounts receivable, eligible inventory and Medicaid supplemental payments.
Outstanding revolving loans under the 2025 Credit Agreement accrue interest at either (1) a base rate plus an applicable margin ranging from 0.25% to 0.50% per annum or (2) the Term Secured Overnight Financing Rate (“SOFR”), Daily Simple SOFR or the Euro Interbank Offered Rate (“EURIBOR”) (each as defined in the 2025 Credit Agreement) plus an applicable margin ranging from 1.25% to 1.50% per annum, in each case based upon average quarterly available credit. The undrawn portions of the commitments are subject to a commitment fee at a rate equal to 0.25% per annum. Obligations under the 2025 Credit Agreement are guaranteed by certain of our domestic wholly owned subsidiaries (“Subsidiary Guarantors”) and are secured by a first-priority lien on the accounts receivable and inventory owned by us and the Subsidiary Guarantors.
The 2025 Credit Agreement will terminate on the earlier of (1) November 4, 2030 (the “Scheduled Maturity Date”) or (2) 45 business days prior to the maturity date of (a) any series of our senior notes due in 2028 or (b) any series of our senior secured notes due between 2027 and 2030, but solely to the extent that the principal amount of such series exceeds $2.500 billion (each, a “Springing Maturity Date”), unless (i) prior to each Springing Maturity Date, with respect to at least 80% of the aggregate principal amount of the applicable series of notes, the maturity date is extended to a date no earlier than one year after the Scheduled Maturity Date or such amount is repaid, defeased, discharged or refinanced, or (ii) on each such Springing Maturity Date, the Excess Availability Condition (as defined in the 2025 Credit Agreement), determined on a pro forma basis, after giving effect to the full repayment of the applicable series of the notes, is satisfied.
As of December 31, 2025, our borrowing availability under the 2025 Credit Agreement was $1.900 billion. On that date, we had no cash borrowings and less than $1 million of standby letters of credit outstanding under the 2025 Credit Agreement.
Prior to its termination, our 2006 Credit Agreement provided for revolving loans in an aggregate principal amount of up to $1.500 billion with a $200 million subfacility for standby letters of credit and had a scheduled maturity date of March 16, 2027. Outstanding revolving loans accrued interest depending on the type of loan at either (1) a base rate plus an applicable margin ranging from 0.25% to 0.75% per annum or (2) Term SOFR, Daily Simple SOFR or EURIBOR (each, as defined in the 2006 Credit Agreement) plus an applicable margin ranging from 1.25% to 1.75% per annum and (in the case of Term SOFR and Daily Simple SOFR only) a credit spread adjustment of 0.10%, in each case based on available credit. An
unused commitment fee payable on the undrawn portion of the revolving loans ranged from 0.25% to 0.375% per annum based on available credit.
Letter of Credit Facility
We have a letter of credit facility (as amended to date, the “LC Facility”) that provides for the issuance, from time to time, of standby and documentary letters of credit in an aggregate principal amount of up to $200 million. We amended the LC Facility in November 2025 (the “LC Facility Amendment”) to, among other things, extend the scheduled maturity date from March 16, 2027 to November 4, 2030 and revise certain pricing terms under the LC Facility.
Drawings under any letter of credit issued under the LC Facility that we have not reimbursed within three business days after notice thereof accrue interest at a base rate, as defined in the LC Facility, plus a fixed margin stipulated in the LC Facility. The LC Facility Amendment revised the margin applicable to the drawings under these letters of credit from 0.50% per annum to 0.25% per annum. The LC Facility Amendment also reduced the fee on the aggregate outstanding amount of issued but undrawn letters of credit from 1.50% per annum under the prior agreement to 1.25% per annum. An unused commitment fee at a rate of 0.25% per annum is payable with respect to the uncommitted portion of the aggregate principal available, and an issuance fee equal to 0.125% per annum of the aggregate face amount of each outstanding letter of credit is payable to the account of the issuer of the related letter of credit.
The LC Facility is subject to an effective maximum secured debt covenant of 4.25 to 1.00. Obligations under the LC Facility are guaranteed and secured by a first‑priority pledge of the capital stock and other ownership interests of certain of our wholly owned domestic hospital subsidiaries on an equal‑ranking basis with our senior secured first lien notes. At December 31, 2025, we had $104 million of standby letters of credit outstanding under the LC Facility.
Covenants
Senior Secured Notes—The indentures governing our senior secured notes contain covenants that, among other things, restrict our ability and the ability of our subsidiaries to incur liens, consummate asset sales, enter into sale and lease‑back transactions or consolidate, merge or sell all or substantially all of our or their assets, other than in certain transactions between one or more of our wholly owned subsidiaries. These restrictions, however, are subject to a number of 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). In addition, the indentures governing our senior secured notes contain a covenant that neither we nor any of our subsidiaries will incur secured debt, unless at the time of and after giving effect to the incurrence of such debt, the aggregate amount of all such secured debt (including the aggregate principal amount of senior secured notes outstanding and any outstanding borrowings under our 2025 Credit Agreement at such time) does not exceed the amount that would cause the secured debt ratio (as defined in the indentures) to exceed 4.00 to 1.00.
Senior Unsecured Notes—The indentures governing our senior unsecured notes contain covenants and conditions that have, among other requirements, limitations on (1) liens on “principal properties” and (2) sale and lease‑back transactions with respect to principal properties. A principal property is defined in the senior unsecured notes indentures as a hospital that has an asset value on our books in excess of 5% of our consolidated net tangible assets, as defined in such indentures. The above limitations do not apply, however, to (1) debt that is not secured by principal properties or (2) debt that is secured by principal properties if the aggregate of such secured debt does not exceed 15% of our consolidated net tangible assets, as further described in the indentures. The senior unsecured notes indentures also prohibit the consolidation, merger or sale of all or substantially all assets unless no event of default would result after giving effect to such transaction.
Credit Agreement—Our 2025 Credit Agreement contains customary covenants for an asset‑backed facility, including a minimum fixed charge coverage ratio to be met if the designated excess availability under the revolving credit facility falls below $150 million, as well as limits on debt, asset sales and prepayments of certain other debt. The 2025 Credit Agreement also includes a provision, which we believe is customary in receivables‑backed credit facilities, that gives our lenders the right to require that proceeds of collections of substantially all of our consolidated accounts receivable be applied directly to repay outstanding loans and other amounts that are due and payable under the 2025 Credit Agreement at any time that unused borrowing availability under the revolving credit facility is less than $200 million for consecutive business days or if an event of default has occurred and is continuing thereunder. In that event, we would seek to re‑borrow under the 2025 Credit Agreement to satisfy our operating cash requirements. Our ability to borrow under the 2025 Credit Agreement is subject to conditions that we believe are customary in revolving credit facilities, including that no events of default then exist.
At December 31, 2025, we were in compliance with all applicable covenants and conditions.
Future Maturities
Future long‑term debt maturities, including finance lease obligations, were as follows as of December 31, 2025:
| Years Ending December 31, | Later Years | ||||||||||||||||||||||||||||||||||||||||
| Total | 2026 | 2027 | 2028 | 2029 | 2030 | ||||||||||||||||||||||||||||||||||||
| Long-term debt, including finance lease obligations | $ | 13,265 | $ | 79 | $ | 1,628 | $ | 2,402 | $ | 1,438 | $ | 3,465 | $ | 4,253 | |||||||||||||||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 17, 2026 | Showing above |
| 2024 | Feb 18, 2025 | |
| 2023 | Feb 16, 2024 | |
| 2022 | Feb 21, 2023 | |
| 2021 | Feb 18, 2022 | |
| 2020 | Feb 19, 2021 | |
| 2019 | Feb 24, 2020 | |
| 2018 | Feb 25, 2019 | |
| 2017 | Feb 26, 2018 | |
| 2016 | Feb 27, 2017 | |
| 2015 | Feb 22, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.