Tenet Completes Merger, Refinancings Tenet Healthcare Ramps Up Momentum With Merger of OrNda HealthCorp.SANTA BARBARA Santa Barbara (săn'tə bär`brə, –bərə), city (1990 pop. 85,571), seat of Santa Barbara co., S Calif., on the Pacific Ocean; inc. 1850. , Calif.--(BUSINESS WIRE)--Jan. 30, 1997--
$2 Billion Available for New Acquisitions
Tenet Healthcare Tenet Healthcare Corporation (THC) is an operating company that owns and operates 57 hospitals in the United States . It is based in Dallas, Texas. Its stock ticker symbol on the New York Stock Exchange is NYSE: THC. Corporation (THC THC tetrahydrocannabinol.
Tetrahydrocannabinol; a compound that is obtained from cannabis or is made synthetically; it is the primary intoxicant in marijuana and hashish. : NYSE NYSE
See: New York Stock Exchange , PSE PSE
1. pale soft exudative pork.
2. portosystemic encephalopathy. ) Thursday completed its merger with OrNda HealthCorp and finalized two financial transactions that will enhance Tenet's ability to fund additional strategic acquisitions that create or expand its healthcare delivery networks. The completed financial transactions include the issuance of $2 billion of public debt and closure of a $2.8 billion revolving credit Revolving Credit
A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. facility.
"Today we are celebrating not only the joining of two premiere companies but the next step toward exciting new affiliations with hospitals and health systems that share our vision of providing community based healthcare," said Jeffrey C. Barbakow, chairman and chief executive officer of Tenet. "This merger clearly strengthens our position as a driving force in the healthcare industry.
"The ability to provide quality healthcare efficiently across broader geographic areas will make us more attractive to managed care plans and other healthcare providers looking for Looking for
In the context of general equities, this describing a buy interest in which a dealer is asked to offer stock, often involving a capital commitment. Antithesis of in touch with. strategic alliances," he said. "It also will make us more valuable to the physicians and patients who have placed their trust in Tenet hospitals."
A portion of the new $2.8 billion credit facility, as well as proceeds from public offerings of $2 billion in notes, were used to repurchase substantially all of OrNda's public debt and to repay outstanding bank debt under the previous credit facilities credit facilities npl → facilidades fpl de crédito
credit facilities npl → facilités fpl de paiement
credit facilities of both companies. The previous debt and credit facilities were refinanced by Tenet at lower rates. With these refinancings completed, Tenet now has in excess of $2 billion in available credit with which to fund additional acquisitions and for general corporate purposes.
Barbakow added: "We are pleased to have significant new borrowing capability, but we will continue to be very selective and prudent about future acquisitions and partnerships."
The merger with OrNda creates a company with 127 acute care hospitals and numerous ancillary facilities serving communities in 22 states. Of OrNda's 50 acute care hospitals, 32 complement and strengthen Tenet's existing networks, making Tenet an even stronger healthcare provider in its existing key markets and providing entree to new ones.
The combined company's pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts.
The phrase pro forma revenues for the 12 months ended November 30, 1996 totaled almost $9 billion. Tenet expects OrNda to add more than $420 million in earnings before income tax, depreciation and amortization (EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become ).
OrNda now becomes a wholly owned subsidiary Wholly Owned Subsidiary
A subsidiary whose parent company owns 100% of its common stock.
In other words, the parent company owns the company outright and there are no minority owners. of Tenet. Each share of OrNda common stock outstanding immediately prior to the merger has been converted into the right to receive 1.35 shares of Tenet's common stock. In connection with the transaction, Tenet will issue approximately 85.9 million common shares with a total value of about $2 billion.
Charles I Charles I, duke of Lower Lorraine
Charles I, 953–992?, duke of Lower Lorraine (977–91); younger son of King Louis IV of France. He claimed the French throne when his nephew, Louis V of France, died (987) without issue, but he was set aside in . Martin, OrNda's former chairman and chief executive officer, said: "The merger creates economies of scale and operating efficiencies which ultimately mean better service to patients because they allow Tenet to improve its investment in the people, buildings, equipment and on the front lines of healthcare."
Michael H. Focht Sr., Tenet's president and chief operating officer Chief Operating Officer (COO)
The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. , noted that the merger supports a major strategic objective by reinforcing Tenet's position in important markets such as Southern California Southern California, also colloquially known as SoCal, is the southern portion of the U.S. state of California. Centered on the cities of Los Angeles and San Diego, Southern California is home to nearly 24 million people and is the nation's second most populated region, and South Florida. The merger also opens attractive new markets for Tenet in Arizona and Massachusetts.
Focht emphasized, however, that Tenet will maintain its emphasis on locally directed healthcare, a cornerstone in the ability of Tenet hospitals to serve their communities professionally and compassionately. Tenet's operating culture emphasizes the importance of local governing boards comprised of physicians and community leaders who direct how Tenet hospitals address the healthcare needs of their own communities.
"Healthcare is and always will be a community endeavor," Focht said. "Our hospital boards have the authority and flexibility to respond quickly to local healthcare issues. At the same time, the corporation provides access to capital, management expertise, quality indicators, information systems and the ability to negotiate with payors and providers. It's really the best of both worlds: local care backed by national resources."
The merger accomplishes a number of strategic goals for Tenet, including:
- improving Tenet's ability to pursue strategic
acquisitions and partnerships;
- providing more comprehensive coverage to group
- enhancing Tenet's ability to negotiate contracts with
- achieving cost savings;
- creating a combined company with greater financial
resources and flexibility; and
- providing accretive earnings in fiscal 1998 and beyond,
after giving effect to cost savings.
Although OrNda is Tenet's largest recent acquisition, it is only one of several transactions that underscore Tenet's growing success in acquiring and partnering with other hospitals and healthcare systems. Within the past two months, Tenet has:
- entered exclusive negotiations to acquire Deaconess dea·con·ess
1. A Protestant woman who assists the minister in various functions.
2. Used as a title prefixed to the surname of such a woman: Deaconess Brown.
a. Invested with bodily nature and form: an incarnate spirit.
b. Embodied in human form; personified: a villain who is evil incarnate. Word Health System in St. Louis, increasing
Tenet's hospitals there to four from one;
- formed a 50/50 joint venture with 759-bed Baptist
Hospital in Nashville, Tenn., to develop healthcare
services in Middle Tennessee;
- completed the acquisition of 357-bed North Shore
Medical Center in Miami;
- finalized an agreement to lease Brookside Hospital, a
326-bed hospital in San Pablo, Calif.;
- acquired Eye, Ear, Nose and Throat Hospital (EENT EENT eye-ear-nose-throat.
eye, ear, nose, and throat
eye-ear-nose-throat. ) in
New Orleans; and
- entered negotiations for the acquisition of Georgia
Baptist Medical Center in Atlanta as well as a
partnership to create a stronger healthcare network in
Donaldson, Lufkin & Jenrette Securities Corporation acted as lead managing underwriter Managing underwriter
The leading firm in an underwriting group, which originates the deal and acts as an agent for the group.
See lead underwriter. in the debt offerings and Goldman, Sachs & Co., Merrill Lynch & Co., J.P. Morgan & Co., and Smith Barney Inc. acted as co-managers.
The arranging banks for the new credit facility are Morgan Guaranty Trust Company of New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , Bank of America
Bank of America (NYSE: BAC TYO: 8648 ) is the largest commercial bank in the United States in terms of deposits, and the largest company of its kind in the world. NT&SA, The Bank of New York The Bank of New York, abbrieviated to BNY, was a global financial services company that existed until its merger with the Mellon Financial Corporation on July 2, 2007. The bank now continues under the new name of The Bank of New York Mellon Corporation. and the Bank of Nova Scotia.
Tenet, based in Santa Barbara, Calif., owns and operates 127 acute care hospitals as well as numerous related facilities. As the nation's second-largest investor-owned healthcare company, Tenet employs 97,000 people serving communities in 22 states. The company's name reflects its core business philosophy: the importance of shared values between partners, including employees, patients, insurers and communities, in providing a full spectrum of healthcare.
(fact sheet and table of combined hospitals follows) -0-
Tenet Healthcare Corporation-OrNda HealthCorp Merger
Combined Company Highlights - 127 acute care hospitals with 27,920 beds - 97,000 employees serving communities in 22 states - Almost $9 billion in pro forma revenues (Based on the
combined revenues for the 12 months ended November 30, 1996) - $1.5 billion pro forma EBITDA (Earnings before income taxes,
depreciation and amortization; same period as above)
Terms of the Merger - Transaction valued at $3.5 billion in stock and debt - Tenet has issued approximately 85.9M shares in connection
with the merger - Each share of OrNda common stock was converted into the
right to receive 1.35 shares of Tenet's common stock - Tax-free stock-for-stock transaction, accounted for as a
pooling of interests Pooling of Interests
An accounting method, used in mergers and acquisitions, where the balance sheet items of the two companies are simply added together.
The opposite of pooling of interests is the purchase acquisition method. - 306 million shares outstanding after the merger
Summary of Refinancings - Tenet raised $4.8 billion in the week beginning January 27,
1997 through public debt offerings and a new revolving
- $2 billion raised through public debt offerings
- $2.8 billion revolving credit facility established - Portion of proceeds from both debt offering and credit
facility were used to repurchase substantially all of OrNda's
public debt and to repay Tenet's and OrNda's previously
outstanding bank debt - Tenet is left with more than $2 billion in preapproved
borrowing ability - In the public debt offerings on Jan. 27, Tenet offered three
series of notes as follows:
- $400 million principal amount of 7.875% Senior
- Notes due 2003 priced at 99.924% to yield 7.89%;
- $900 million principal amount of 8.000% Senior
- Notes due 2005 priced at 99.358% to yield 8.11%;
- $700 million principal amount of 8.625% Senior
Subordinated Notes due 2007 priced at 99.894% to
yield 8.64%. -0-
127 GENERAL HOSPITALS WITH 27,920 BEDS
The following table lists the 127 general hospitals owed or operated by Tenet through its subsidiaries at January 30, 1997. Hospitals formerly operated by OrNda appear in italicized type.
Facility Location Licensed
Beds Southern California
Alvarado Hospital Medical Center San Diego 231
Century City Hospital Los Angeles 190
Encino-Tarzana Regional Medical
Center (Encino Campus) Encino 151
Encino-Tarzana Regional Medical
Center (Tarzana Campus) Tarzana 231
Garden Grove Hospital and Medical Center Garden Grove 167
Garfield Medical Center Monterey Park 211
Irvine Medical Center Irvine 176
John F. Kennedy "John Kennedy" and "JFK" redirect here. For other uses, see John Kennedy (disambiguation) and JFK (disambiguation).
John Fitzgerald Kennedy (May 29, 1917–November 22, 1963), was the thirty-fifth President of the United States, serving from 1961 until his assassination in Memorial Hospital Indio 130
Lakewood Regional Medical Center Lakewood 161
Los Alamitos Medical Center Los Alamitos 173
North Hollywood Medical Center The North Hollywood Medical Center, (), was a hospital in the city of North Hollywood, CA. The now decommissioned hospital, which is at 12699 Riverside Drive in the North Hollywood neighborhood of Los Angeles, California, is the location North Hollywood 160
Placentia Linda Hospital Placentia 114
San Dimas Community Hospital San Dimas 93
South Bay Medical Center Redondo Beach 201
USC An abbreviation for U.S. Code. University Hospital Los Angeles 286
Brotman Medical Center Brotman Medical Center (BMC) is a hospital in Culver City, California, USA. History
The hospital was founded in 1924.. On September 1, 2005, Brotman Medical Center changed owners. The new owners are a group led by Prospect Medical Holdings, Inc. Culver City 438
Centinela Hospital Medical Center Inglewood 400
Chapman Medical Center Orange 135
Coastal Communities Hospital Santa Ana 177
Community Hospital of Huntington Park Huntington Park 99
Fountain Valley Regional Hospital
and Medical Center Fountain Valley 413
Greater El Monte Community Hospital South El Monte South El Monte, city (1990 pop. 20,850), Los Angeles co., S Calif., in the San Gabriel Valley; inc. 1958. Manufactures include transportation equipment, electrical and plastic products, clothing, textiles, machinery, and furniture. There is poultry processing. 113
Harbor View Medical Center San Diego 156
Midway Hospital Medical Center Los Angeles 225
Mission Hospital of Huntington Park Huntington Park 127
Monterey Park Hospital Monterey Park 102
Santa Ana Hospital Medical Center Santa Ana 90
St. Luke Medical Center Pasadena 162
Suburban Medical Center Paramount 184
Western Medical Center Santa Ana 288
Western Medical Center-Anaheim Anaheim 193
Whittier Hospital Medical Center Whittier 15
Woodruff Community Hospital Long Beach 96 Other California
Brookside Hospital San Pablo 326
Community Hospital of Los Gatos Los Gatos 164
Doctors Hospital of Manteca Manteca 73
Doctors Hospital of Pinole Pinole (pĭnōl`), city (1990 pop. 17,460), Contra Costa co., W Calif., on San Pablo Bay; inc. 1903. Primarily residential, it manufactures concrete and chemicals. Pinole 137
Doctors Medical Center of Modesto Modesto 433
Redding Redding, city (1990 pop. 66,462), seat of Shasta co., N central Calif., on the Sacramento River; inc. 1872. A principal tourist center for a mountain and lake region, it also has lumbering, food-processing, and diverse manufacturing. Medical Center Redding 185
San Ramon Regional Medical Center San Ramon 123
Sierra Vista Regional Medical Center San Luis Obispo San Luis Obispo (săn l`ĭs ōbĭs`pō), city (1990 pop. 41,958), seat of San Luis Obispo co., S Calif., near San Luis Obispo Bay; inc. 1856. 199
Twin Cities Community Hospital Templeton 84
French Hospital Medical Center San Luis Obispo 147
Valley Community Hospital Santa Maria 70 South Florida
Delray Medical Center Delray Beach 211
Hialeah Hospital Hialeah 378
Hollywood Medical Center Hollywood 324
North Ridge Medical Center Ft. Lauderdale 391
North Shore Medical Center Miami 357
Palm Beach Gardens Medical Center Palm Beach Gardens 204
Palmetto General Hospital Hialeah 360
West Boca Medical Center Boca Raton 185
Coral Gables Hospital Coral Gables 273
Florida Medical Center Ft. Lauderdale 459
Florida Medical Center, South Plantation 202
Parkway Regional Medical Center North Miami 699 Tampa/St. Petersburg, Florida Area
Memorial Hospital of Tampa Tampa 174
Palms of Pasadena Hospital St. Petersburg 310
Seven Rivers Community Hospital Crystal River 128
Town & Country Hospital Tampa 201
North Bay Medical Center New Port Richey 122 New Orleans, Louisiana Area
Doctors Hospital of Jefferson Metairie 138
Kenner Regional Medical Center Kenner 300
Meadowcrest Hospital Gretna 200
Memorial Medical Center (Baptist Campus) New Orleans 487
Memorial Medical Center (Mercy Campus) New Orleans 272
NorthShore Regional Medical Center Slidell 174
St. Charles General Hospital New Orleans 173 Other Louisiana
Minden Medical Center Minden 121 Phoenix/Tucson, Arizona
Community Hospital Medical Center Phoenix 59
Mesa General Hospital Medical Center Mesa 138
St. Luke's Medical Center Phoenix 276
Tempe St. Luke's Hospital Tempe 90
Tucson General Hospital Tucson 146 Dallas, Texas Area
Doctors Hospital of Dallas Dallas 268
RHD Noun 1. RHD - a paramilitary group of Protestants in Northern Ireland that tries to prevent any political settlement with the Irish Republic; attacks interests of Catholic civilians in Northern Ireland; responsible for arson and bombing and murder Memorial Medical Center Dallas 190
Trinity Medical Center Trinity Medical Center is a group of medical facilities based out of the Quad Cities of Illinois and Iowa. Its parent company is Trinity Regional Health System. The main "West Campus" is in Rock Island, Illinois, with the 7th Street Campus in Moline, Illinois and Trinity at Carrollton 149
Garland Community Hospital Garland 113
Lake Point Medical Center Rowlett 92 Houston, Texas Area
Park Plaza Hospital Houston 468
Twelve Oaks Hospital Houston 336
Cypress Fairbanks Medical Center Houston 149
Houston Northwest Medical Center Houston 498
Sharpstown General Hospital Houston 190 Other Texas
Brownsville Medical Center Brownsville 177
Mid-Jefferson Hospital Nederland 138
Nacogdoches Medical Center Nacogdoches 150
Odessa Regional Hospital Odessa 100
Park Place Hospital Port Arthur 236
Providence Memorial Hospital El Paso 471
Sierra Medical Center El Paso 365
South Park Hospital & Medical Center Lubbock 101
Southwest General Hospital San Antonio 286
Trinity Valley Medical Center Palestine 150 Alabama
Brookwood Medical Center Birmingham 586
Lloyd Noland Hospital Birmingham 319 Arkansas
Central Arkansas Hospital Searcy 193
Methodist Hospital of Jonesboro Jonesboro 104
National Park Medical Center Hot Springs 166
Saint Mary's Regional Medical Center Russellville 170 Georgia
North Fulton Regional Hospital Roswell 167
Spalding Regional Hospital Griffin 160 Indiana
Culver Union Hospital Crawfordsville 120
Winona Memorial Hospital Indianapolis 317 Missouri
Columbia Regional Hospital Columbia Regional Hospital, is one of five hospitals operated by University of Missouri Health Care in Columbia, Missouri. Originally founded as community hospital, it was assimilated into the University of Missouri Health Care system in the nineties. Columbia 265
Lucy Lee Hospital Poplar Bluff 201
Lutheran Medical Center St. Louis 408
Twin Rivers Regional Medical Center Kennett 126 North Carolina North Carolina, state in the SE United States. It is bordered by the Atlantic Ocean (E), South Carolina and Georgia (S), Tennessee (W), and Virginia (N). Facts and Figures
Area, 52,586 sq mi (136,198 sq km). Pop.
Central Carolina Hospital Sanford 137
Frye Regional Medical Center Hickory 355 Oregon
Eastmoreland Hospital Portland 100
Woodland Park Hospital Woodland Park Hospital was a medical facility in Portland, Oregon, United States. The for profit hospital was known for its cosmetic surgery. Towards the end of its run the facility received national scrutiny over the handling of patients when the hospital was forced Portland 209 South Carolina South Carolina, state of the SE United States. It is bordered by North Carolina (N), the Atlantic Ocean (SE), and Georgia (SW). Facts and Figures
Area, 31,055 sq mi (80,432 sq km). Pop. (2000) 4,012,012, a 15.
East Cooper Regional Medical Center Mount Pleasant 100
Hilton Head Hospital Hilton Head 64
Piedmont Medical Center Piedmont Medical Center (PMC) is a 288 bed acute care facility located in Rock Hill, South Carolina. The hospital began life as York County General Hospital on Ebenezer Road. Rock Hill 268 Tennessee
Harton Regional Medical Center Tullahoma 137
Medical Center of Manchester Manchester 49
Saint Francis Hospital Memphis 890
University Medical Center Lebanon 261 Eight Additional States
Saint Joseph Hospital Omaha, NE 374
Davenport Medical Center Davenport, IA 150
Saint Vincent Hospital Worcester, MA 432
Gulf Coast Medical Center Biloxi, MI 189
Lake Meade Hospital Medical Center N. Las Vegas, NV 198
Puget Sound Hospital Tacoma, WA 160
Plateau Medical Center Oak Hill, WV 91
Lander Valley Medical Center Lander, WY 102
CONTACT: Tenet Healthcare Corp.
Investor Contact: Paul Russell, 805/563-7188
Media Contact: Lance Ignon, 805/563-6975