0000905148-18-000135.txt : 20180202 0000905148-18-000135.hdr.sgml : 20180202 20180202081739 ACCESSION NUMBER: 0000905148-18-000135 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20180202 DATE AS OF CHANGE: 20180202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TENET HEALTHCARE CORP CENTRAL INDEX KEY: 0000070318 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 952557091 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10567 FILM NUMBER: 18568747 BUSINESS ADDRESS: STREET 1: 1445 ROSS AVENUE STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 469-893-2200 MAIL ADDRESS: STREET 1: 1445 ROSS AVENUE STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75202 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL MEDICAL ENTERPRISES INC /NV/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLENVIEW CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001138995 IRS NUMBER: 134136746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 44TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2128124700 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 44TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: GLENVIEW CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20010420 SC 13D/A 1 efc18-096_sc13da.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 

 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
TENET HEALTHCARE CORPORATION
 (Name of Issuer)
 
Common Stock, $0.05 par value per share
 (Title of Class of Securities)
 
88033G407
 (CUSIP Number)
 
Mark Horowitz
Co-President
Glenview Capital Management
767 Fifth Avenue, 44th Floor
New York, NY 10153
(212) 812-4700
 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 2, 2018
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [   ]
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
SCHEDULE 13D
 
 
 
 
CUSIP No:  88033G407
 
Page 2 of 5 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
GLENVIEW CAPITAL MANAGEMENT, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
17,942,624 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
17,942,624 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
17,942,624 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
17.77% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
 
(1) Includes 47,310 Shares (as defined herein) payable to Glenview Capital Management, LLC upon settlement of Restricted Stock Units (as defined herein).

(2) Based on a total of 100,984,179 Shares outstanding, which is the sum of (i) the 100,936,869 Shares reported as outstanding as of October 31, 2017 in the Company’s Form 10-Q, filed November 7, 2017, and (ii) the 47,310 Shares issuable by the Company upon settlement of the Restricted Stock Units which have been added to the Shares reported as outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

 
SCHEDULE 13D
 
 
 
 
CUSIP No:  88033G407
 
Page 3 of 5 Pages

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
LARRY ROBBINS
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
17,942,624 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
17,942,624 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
17,942,624 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
17.77% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN, HC
 
 
 
 
 
 
(1) Includes 47,310 Shares (as defined herein) payable to Glenview Capital Management, LLC upon settlement of Restricted Stock Units (as defined herein).

(2) Based on a total of 100,984,179 Shares outstanding, which is the sum of (i) the 100,936,869 Shares reported as outstanding as of October 31, 2017 in the Company’s Form 10-Q, filed November 7, 2017, and (ii) the 47,310 Shares issuable by the Company upon settlement of the Restricted Stock Units which have been added to the Shares reported as outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

 
SCHEDULE 13D
 
 
 
 
 
 
Page 4 of 5 Pages

Item 1.
Security and Issuer
 
This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the “SEC”) on January 19, 2016 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on February 1, 2016, Amendment No. 2 filed on August 18, 2017, Amendment No. 3 filed on September 13, 2017, and Amendment No. 4 filed on January 22, 2018 (collectively the “Schedule 13D”) relating to the Common Stock, par value $0.05 per share (the “Shares”), of Tenet Healthcare Corporation, (the “Issuer” or the “Company”), whose principal executive offices are located at 1445 Ross Avenue, Suite 1400, Dallas, Texas 75202.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.  Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D.
 
Item 4.
Purpose of Transaction 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On February 2, 2018, the Reporting Persons sent a notice to the Issuer (the “Notice”) of their intent to propose an amendment (the “Proposal”) to the Issuer’s Bylaws at the 2018 Annual Stockholders’ Meeting. The Proposal would (1) amend the Bylaws to eliminate the need for the unanimous consent of all the stockholders of the Issuer (the “Stockholders”) to take action by written consent without a meeting, (2) permit the election and/or removal of directors by the Stockholders by written consent without a meeting, (3) provide for the setting of a record date for such consents and certain other procedures and (4) prohibit any future amendment, modification or removal of that provision of the Bylaws by the Board without Stockholder approval. The Reporting Persons believe the Proposal will enhance the Issuer’s governance oversight by the Stockholders, strengthen the Issuer and enhance Stockholder value. A copy of the Notice, which includes the text of the Proposal, is attached hereto as Exhibit G and is incorporated herein by reference.
 
Also on February 2, 2018, the Reporting Persons issued a press release to announce the Proposal, a copy of which is attached hereto as Exhibit H and is incorporated herein by reference.

Additionally, the Reporting Persons may take other action, either alone or in coordination with other shareholders of the Company or other parties. The Reporting Persons may acquire additional shares of the Company or may sell some or all of the shares of the Company currently beneficially owned by the Reporting Persons. Except as described above, the Reporting Persons have no plans or proposals that relate to or would result in any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a, b) As of the date hereof, each of Glenview Capital Management and Mr. Robbins may be deemed to share voting and dispositive power over 17,942,624 Shares, which equates to approximately 17.77% of the total number of Shares outstanding.  The beneficial ownership percentage is based on a total of 100,984,179 Shares outstanding, which is the sum of (i) the 100,936,869 Shares reported as outstanding as of October 31, 2017 in the Company’s Form 10-Q, filed November 7, 2017, and (ii) the 47,310 Shares issuable by the Company upon settlement of the Restricted Stock Units which have been added to the Shares reported as outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act. 

Of the 17,942,624 Shares reported herein: (A) 508,241 Shares are held for the account of Glenview Capital Partners; (B) 6,221,972 Shares are held for the account of Glenview Capital Master Fund; (C) 3,256,510 Shares are held for the account of Glenview Institutional Partners; (D) 4,617,416 Shares are held for the account of Glenview Offshore Opportunity Master Fund; and (E) 3,286,091 Shares are held for the account of Glenview Capital Opportunity Fund.  In addition, Glenview Capital Management is deemed to beneficially own 5,084 Shares and 47,310 Shares issuable upon settlement of Restricted Stock Units.

(c)  As of the date hereof, no transactions in the Shares have been effected by the Reporting Persons within the past 60 days.

(d) Certain funds listed in Item 2 are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.

(e) This Item 5(e) is not applicable.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended and supplemented by the following:

 Exhibit G:                    Notice from the Reporting Persons to the Issuer dated February 2, 2018, including the Proposal as Exhibit A therein.
 
 Exhibit H:                    Press Release, dated February 2, 2018, issued by the Reporting Persons.
 

 
SCHEDULE 13D
 
 
 
 
 
 
Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
GLENVIEW CAPITAL MANAGEMENT, LLC
 
       
 
By:
/s/ Mark J. Horowitz  
    Mark J. Horowitz  
   
Co-President of  Glenview Capital Management, LLC
 
       
 
 
LARRY ROBBINS
 
       
 
By:
/s/ Mark J. Horowitz  
   
Mark J. Horowitz, attorney-in-fact for Larry Robbins
 
     
       


February 2, 2018
 
 

EX-99.G 2 efc18-096_ex99g.htm
EXHIBIT G
 
February 2, 2018

Mr. Paul A. Castanon
Vice President, Deputy General Counsel and Corporate Secretary
Tenet Healthcare Corporation
1445 Ross Ave, Suite 1400
Dallas, Texas 75202
corporatesecretary@tenethealth.com

VIA PERSONAL DELIVERY, EMAIL AND OVERNIGHT DELIVERY

NOTICE TO THE SECRETARY OF TENET HEALTHCARE CORPORATION

Glenview Capital Management, LLC (“Glenview”), on behalf of Glenview Institutional Partners, L.P. (the “Glenview Holder”) hereby notifies you that the Glenview Holder intends to propose an amendment (the “Proposal”) to the Amended and Restated Bylaws (the “Bylaws”) of Tenet Healthcare Corporation (the “Corporation”) at the 2018 Annual Stockholders’ Meeting (the “Meeting”).

Representations

The Glenview Holder represents as follows:
1.
It is a holder of record of stock of the Corporation as of the date of this notice, entitled to vote at the Meeting, and it intends to appear in person or by proxy at the Meeting to make the Proposal; and
2.
It intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the Proposal, or otherwise to solicit proxies from stockholders in support of the Proposal.

Undertaking

The Glenview Holder hereby undertakes to (1) notify the Corporation in writing of the information set forth in clauses (D) and (E) of Section 2.10.1(b)(ii) and Section 2.10.1(b)(iii)(B) of the Bylaws as of the record date for the Meeting promptly (and, in any event, within five business days) following the later of the record date or the day on which the Corporation makes a public announcement of the record date and (2) update such information thereafter within two business days of any change in such information, and in any event, as of the close of business on the day preceding the Meeting date.

Notice

In accordance with Section 2.10.1(b)(ii) of the Bylaws, the Glenview Holder provides the following information:

(A) The Proposal, if adopted by the stockholders of the Corporation (the “Stockholders”) at the Meeting by the affirmative vote of the holders of a majority of all outstanding shares voting together and not by class would (1) amend the Bylaws to eliminate the need for the unanimous consent of all the stockholders of the Corporation (the “Stockholders”) to take action by written consent without a meeting, (2) permit the election and/or removal of directors by the Stockholders by written consent without a meeting, (3) provide for the setting of a record date for such consents and certain other procedures and (4) prohibit any future amendment, modification or removal of that provision of the Bylaws by the Board without Stockholder approval.
 
 
 
Glenview Capital Management, 767 Fifth Avenue, Floor 44, New York, NY 10153 – Tel: 212-812-4700 – Fax: 212-812-4701



(B) Reason for the Proposal: The Proposal will enhance the Corporation’s governance oversight by the Stockholders, strengthen the Corporation and enhance Stockholder value. The Corporation is owned by the Stockholders. The Board acts as agents and fiduciaries of the Stockholders. Accordingly, the Directors should serve at the pleasure of the Stockholders and the Stockholders should be able to remove Directors, with or without cause, by action without a meeting, rather than be required to wait for a meeting of the Stockholders in order to take such action. The ability of the Stockholders to reconstitute, refresh, and/or improve the Board without delay strengthens the accountability of the Board to all Stockholders. Furthermore, a requirement of unanimity of the Stockholders in order to take action by written consent without a meeting is effectively a prohibition of such action, as it is as a practical matter impossible to obtain such unanimity.

On January 18, 2018, Glenview asked the Corporation’s Board to consider amending Section 2.5 of the Bylaws in a manner similar to the Proposal, but the Board declined. Instead, the Board on January 21, 2018 amended the Bylaws to provide that a special meeting shall be called by the Secretary of the Corporation upon the written request of one or more Proposing Persons (as defined in the Bylaws) having Net Long Beneficial Ownership (as defined in the Bylaws) of at least a majority of all outstanding shares of common stock of the Corporation (the “Special Meeting Provision”). The Special Meeting Provision is inadequate and, given its shortcomings, it is not a practical alternative to the Stockholder’s having the right to act by written consent without a meeting. The Special Meeting Provision is inadequate for the following reasons:

1.
Delay. It requires in essence two proxy solicitations before the Stockholders can adopt a proposal or remove a director: one to achieve the majority threshold to call a special meeting, and another to achieve the requisite Stockholder vote at the special meeting. As a result, it inordinately and unfairly delays Stockholder action. We note that the Board has up to 90 days to actually hold the special meeting following receipt of instructions to do so from the requisite Stockholders. Thus, the total time required to use the Board’s new Bylaw to actually take action at a special meeting could easily be six months or longer.

2.
Expense. Because of the need to run two proxy solicitations and the delay discussed above, the expenses that will be incurred by Stockholders using the Special Meeting Provision would be at least double that of Stockholders acting by written consent without a meeting, as would be permitted by our Proposal.

3.
Group Issues: Interpretive issues likely will have a chilling effect on the ability of Stockholders to use the Special Meeting Provision, as many large Stockholders will likely not tolerate any risk of entering into a SEC Regulation 13D “group” thereby assuming certain regulatory burdens and/or possibly triggering the Corporation’s poison pill. Unlike merely granting a proxy, which clearly does not cause a Stockholder to become a member of a “group” for purposes of SEC Regulation 13D or as related to the Corporation’s poison pill, it is not clear whether joining with other Stockholders for purposes of calling a special meeting similarly does not form such “group” under SEC Regulation 13D or as related to the Corporation’s poison pill.

Accordingly, the Special Meeting Provision is not a workable substitute for our Proposal. Given the Proposal’s ability to enhance corporate governance at the Corporation and because the Board was not receptive to effecting the amendment to Section 2.5 of the Bylaws on its own, the Glenview Holder will make the Proposal at the Meeting.

(C) See the Proposal, attached hereto as Exhibit A.


(D) The Proposal is made to enhance corporate governance at the Corporation. Like any other Stockholder, Glenview has an interest in the increased value of the Corporation that enhanced corporate governance should bring.

(E) Neither the Glenview Holder nor any of its affiliates has any agreements, arrangements or understandings with any other person or persons in connection with the Proposal.

In accordance with Section 2.10.1(b)(iii) of the Bylaws, Glenview provides the following information regarding the Proposal to the Secretary of the Corporation.

(A)  The Glenview Holder’s name and address appear on the Corporation’s books as follows:

Glenview Institutional Partners, L.P.
In care of Glenview Capital Management, LLC
767 Fifth Ave, 44th Floor
New York, NY 10153

(B) (1) The Glenview Holder owns of record the following class or series and number of shares of capital stock:
1,000 shares of Common Stock

The Glenview Holder owns beneficially, directly or indirectly, 3,256,510 shares of Common Stock, representing 3.23% of the total outstanding shares of Common Stock as of October 31, 2017 (the latest date for which the Corporation’s SEC Filing 10-Q provides share information).

In addition, Glenview and other funds managed by Glenview own beneficially 14,686,114 shares of Common Stock such that Glenview, the Glenview Holder and other funds, in the aggregate, own beneficially, directly or indirectly approximately 17.8% of the total outstanding shares of Common Stock as of October 31, 2017 (the latest date for which the Corporation’s SEC Filing 10-Q provides share information).

Except that an affiliate of Glenview receives a customary performance-related fee with respect to the Glenview Holder and other funds managed by Glenview, neither Glenview nor the Glenview Holder nor any of their affiliates receives or is entitled to other performance-related fees (other than an asset-based fee) based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments (as defined below), if any, in each case with respect to the information required to be included in the notice pursuant to clauses (1) through (7) of Section 2.10.1(b)(iii)(B) of the Bylaws, as of the date hereof and including, without limitation, any such interests held by members of the immediate family sharing the same household of any members of Glenview or the Glenview Holder.

Neither Glenview nor the Glenview Holder nor any of their affiliates has any of the following:

(2) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of capital stock of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) and any other contract, arrangement, understanding or relationship (including, without limitation, any swap profit interest, hedging transaction,


repurchase agreement or securities lending or borrowing arrangement) to which Glenview or the Glenview Holder is, directly or indirectly, a party as of the date of such notice (x) with respect to shares of stock of the Corporation or (y) the effect or intent of which is to mitigate loss to, manage the potential risk or benefit of share price changes (increases or decreases) for, or increase or decrease the voting power of such stockholder or beneficial owner or any of their affiliates with respect to, securities of the Corporation, or which may have payments based in whole or in part, directly or indirectly, on the price, value or volatility (or change in price, value or volatility) of any class or series of securities of the Corporation;

(3) any proxy, contract, arrangement, understanding, or relationship pursuant to which Glenview or the Glenview Holder has a right to vote any shares of any security of the Corporation;

(4) any short interest in any security of the Corporation (within the meaning of Section 2.10 of the Bylaws);

(5) any right to dividends on the shares of capital stock of the Corporation owned beneficially by which Glenview or the Glenview Holder, which right is separated or separable from the underlying shares; and

(6) other than as disclosed in this notice, any proportionate interest in shares of capital stock of the Corporation or Derivative Instrument held, directly or indirectly, by a general or limited partnership in which Glenview or the Glenview Holder, is a general partner or with respect to which Glenview or the Glenview Holder, directly or indirectly, beneficially owns an interest in a general partner.

(C) The Glenview Holder provides the following information that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitation of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder:

·
Any solicitation will be made by Glenview (acting through its partners and/or employees) on behalf of the Glenview Holder through phone conferences and/or meetings with certain Stockholders. It is also possible that a reputable proxy solicitation firm will be retained. Costs of any solicitation will be borne by funds managed by Glenview and reimbursement may be requested from the Corporation if the Proposal is adopted by the Stockholders.
·
Neither Glenview nor the Glenview Holder nor any of their respective associates has any arrangement or understanding with any person with respect to any future employment by the Corporation or its affiliates or with respect to any future transactions to which the Corporation or any of its affiliates will or may be a party.
·
The funds used for the purchase of shares of the Corporation were derived from general working capital of funds managed by Glenview, which may have included margin account borrowings made in the ordinary course of business. See Glenview’s Schedule 13D filing with the Securities and Exchange Commission with respect to its holdings of the shares of the Corporation for more information.
·
No information beyond that set forth above in this notice is required, other than certain information not yet available, e.g., the date, time and place of the Meeting.



 
  Glenview Institutional Partners, L.P.  
       
  By: GLENVIEW CAPITAL MANAGEMENT, LLC, its Investment Adviser  
       
 
By:
/s/ Larry Robbins  
    Name: Larry Robbins  
    Title:   Manager  
       

 
 

 




Exhibit A

PROPOSAL

AMENDMENT OF THE BYLAWS
OF
TENET HEALTHCARE CORPORATION

WHEREAS it is desirable and in the best interests of this Corporation that the Amended and Restated Bylaws of this Corporation be amended in the manner set forth below.

NOW, THEREFORE, BE IT RESOLVED that Section 2.5 of the Amended and Restated Bylaws of this Corporation be, and it hereby is, amended and restated to read in its entirety as follows:

Section 2.5 Consent by Stockholders.

2.5.1  Any action that may be taken at a meeting of the stockholders may be taken without a meeting if authorized by one or more written consents signed by stockholders holding at least a majority of the voting power of all outstanding shares of the Corporation, except that if a different proportion of voting power is required for such action at a meeting, then that proportion of such voting power is required.

2.5.2  Stockholders may take action by written consent only if consents are solicited by the stockholder or stockholders seeking to take such action in accordance with this Section 2.5 and applicable law from all holders of capital stock of the Corporation entitled to grant consent on the matter.

2.5.3  For the purpose of determining the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than five (5) days after the date on which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent pursuant to this Section 2.5 shall, by written notice to the Secretary, request that the Board fix a record date, which notice shall include the text of any proposed resolutions. If no record date has been fixed by the Board pursuant to this Section 2.5 or otherwise within ten (10) days of receipt of a valid request by a stockholder, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to or mailed to and received by the Secretary of the Corporation.

2.5.4  No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a sufficient number of stockholders to take action are delivered to the Corporation in the manner required by this Section 2.5 within sixty (60) days of the first date on which a written consent is so delivered to the Corporation. Any person executing a consent may provide, whether through instruction to an agent or otherwise, that such  consent will be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is provided to the Corporation. Written Consents shall become effective upon the requisite number (as required by Section 2.5.1) being delivered or mailed to and received by the Secretary of the Corporation.




2.5.5  This Section 2.5 shall not be amended, removed or otherwise modified except by a vote or consent of stockholders holding at least a majority of the voting power of all outstanding shares of the Corporation.

 
 
 
 
 
 
 
 

 


EX-99.H 3 efc18-096_ex99h.htm
EXHIBIT H

FOR IMMEDIATE RELEASE


Glenview Capital Management Submits Proposal to Tenet Healthcare Corporation to Allow All Shareholders to Take Action by Written Consent Without a Meeting

NEW YORK, NY - February 2, 2018 - Glenview Capital Management (“Glenview”) today submitted to Tenet Healthcare Corporation (“Tenet” or the “Company”) (NYSE: THC), a proposal which would amend the Company’s bylaws to allow all shareholders to take action by written consent without a meeting, including for the removal and election of directors. The proposal will be voted on at Tenet’s annual meeting expected to be held in May 2018. Concurrent with its submission to Tenet, Glenview, which presently owns 17.8% of the Company, issued the following open letter and accompanying frequently asked questions to Tenet’s shareholders. Further information, including a thorough presentation detailing Glenview’s rationale and the proposed bylaw amendment, can be found at www.tenetowners.com.

Dear Fellow Shareholders:

Our firm, Glenview Capital Management (“Glenview”), has been a shareholder of Tenet Healthcare Corporation (“Tenet” or the “Company”) for six years, and presently we own 17.8% of the Company. Today we submitted a formal proposal, to be voted on by all shareholders, for Tenet to amend its Bylaws to allow for action by written consent without a meeting by a majority of shareholders on matters including the removal and replacement of directors, in accordance with the Company’s Bylaws (hereby referred to simply as “Action by Written Consent”).1  Currently, this right is enjoyed by shareholders in the majority of public Nevada corporations, where Tenet is incorporated, but is disallowed by Tenet’s current Bylaws.

The vote on this matter will not take place until Tenet convenes its annual meeting, which should occur in May 2018.  However, we are required to submit this proposal by February 3rd according to Tenet’s own rules, and we elected to share with you our reasoning and arguments for adopting this proposal today so that all shareholders may have a reasonable time to consider the issues, and to allow the Board to further consider our request.

We believe Action by Written Consent is necessary and appropriate when a company exhibits long-term underperformance operationally, as well as financially, so that shareholders may both encourage and optimistically trust company-led improvements, while realistically verifying the urgency and veracity of such progress.   Just as a person in worsening health may need more frequent medical attention than a check-up once every 12-18 months, a chronically unhealthy company is likely to return to health quicker and with more certainty if its owners are allowed more frequent Board oversight, and this is effectively accomplished through the ability to take Action by Written Consent.

Supporting the democratic process of Action by Written Consent is the simple act of putting in this access now so it will be available later should owners require it for timely intervention.  Any action
 
 
 

1 As a technical matter, Section 2.5 of Tenet’s Bylaws allows for Action by Written Consent if approved by every shareholder, and even then it cannot be used for the removal or election of directors. We are not aware of any public company ever achieving a unanimous consent, and in order to avoid confusion, we do not refer to this ‘impossible right’ elsewhere in this letter as it does not provide any genuine rights to Tenet’s shareholders.
 
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suggested to be reviewed by shareholders under this format would have a separate vote, which would be open to all shareholders, with significant notice and an opportunity for all perspectives to be heard.  Therefore, shareholders are only gaining additional rights through this measure, and each shareholder retains its voting power to oppose any proposed Action by Written Consent should it so choose.

We believe Action by Written Consent is necessary at Tenet for the following reasons (for additional details, please see the accompanying slide deck available at www.tenetowners.com):

1.
Tenet has been a chronically underperforming company for decades.
a.
Tenet’s stock has performed quite poorly over a 1, 3, 5, 10 and 30-year basis versus the broader markets and an index of comparable medical facilities companies.
b.
Tenet’s earnings have gone backwards over a 1, 3, 5, 10 and 30-year period, while the broader markets and comparable companies have experienced significant growth.
c.
Tenet’s credit profile has deteriorated over a 1, 3, 5, and 10-year period.
d.
Tenet has experienced three compliance breakdowns in the past 30 years that span multiple Management and Board regimes that have thrice required significant government intervention, including meaningful fines and continued intensive monitoring.

2.
The Board of Tenet has been slow to respond independently to these challenges in multiple instances, and in fact has pursued strategies that resulted in Board and Management entrenchment, furthering the need for enhanced shareholder supervision.
a.
Tenet has historically postponed an annual meeting for six months, taking away shareholders’ rights to annually supervise the Board.
b.
Tenet has twice this decade adopted a poison pill, recently citing tax attributes as the primary motivation, despite the fact that such tax attributes have been present for the last 12 years.
c.
Until Glenview’s increased involvement in early 2016, the Tenet Board was static and slow to attract fresh ideas and independent perspectives.
d.
Tenet resisted multiple suggestions from Glenview, and we believe other owners, to prioritize and improve patient quality and satisfaction, strengthen management at the highest levels, generate cost efficiencies to close the margin gap versus comparable companies, disaggregate its inefficient holding company strategy, and narrow its operational focus to promote organic growth and long-term corporate health.
e.
While Glenview added two of its own employees to Tenet’s Board in early 2016 to attempt to avoid adversarial conflict and ensure a smooth transition, Glenview’s Board members were met with general apathy to fresh perspectives backed by concrete evidence.  This culminated in mid-2017 when Glenview’s Board members advocated for five clear actions:
i.
Further prioritizing patient satisfaction and quality;
ii.
Initiating a material cost reduction program to combat weak financial performance;
iii.
Changing CEOs;
iv.
Initiating an unbiased third-party review of the holding company structure, including obtaining market tests of the value of non-core assets; and
v.
Improving financial planning, budgeting and communication through both personnel changes as well as intensified focus.
 

 
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When none of these actions were adopted by the Board in the August 9th-10th meeting, and no progress was made in subsequent conversations, Glenview had no choice but to resign its Board seats to allow us to speak directly to shareholders 15 days later in opposition to the Board’s views (per the terms of our Standstill Agreement).  While change did occur beginning eight hours prior to our Standstill expiration, it has lacked urgency and veracity in general over the past several years.

3.
The right to reconstruct the Board through Action by Written Consent is reasonable, common and we believe highly appropriate for a company with Tenet’s history.
a.
Similar Action by Written Consent rights are present in 30% of S&P 500 companies, and 64% of public Nevada-based corporations, where Tenet is domiciled.2
b.
Tenet’s long-term underperformance over decades and multiple Board and Management regimes establishes the clear need for shareholders to obtain this right and protection.
c.
Tenet recently amended its Bylaws on January 21st to allow for the calling of a special meeting by 50.1% of shareholders.  Such an amendment, while a small step forward, is wholly impractical, clearly off-market, and sends a dangerous signal that the Board may need additional feedback from shareholders to fully appreciate the cultural renaissance for which we mutually strive.  For reference, ISS’s published guidelines for the appropriate threshold to call special meetings is 10%, not 50.1%, and the combination of group issues under the securities rules and the Company’s poison pill, combined with a 50.1% trigger, creates a legal minefield for owners to exercise their basic rights. In addition, Glass Lewis has noted in past recommendations that it “strongly supports the right of shareholders. . . to effect change by written consent.”
d.
Improvements to the terms of a special meeting right will not be sufficient to provide shareholders needed protections, as Tenet’s Board has historically and even recently demonstrated gamesmanship, rather than a true and full commitment to appropriate governance and shareholder rights.
 
4.
In supporting Action by Written Consent, shareholders are gaining an additional right while forfeiting nothing.  Any such Action brought by Glenview or any other shareholder would need to obtain the written consents of a majority to be adopted, and all shareholders retain all of their rights to carefully weigh any such proposed Action and vote according to their independent judgment.
a.
Action by Written Consent is infrequently used. In fact, from 2015 through 2017 there are no Action by Written Consent examples involving S&P 500 companies.3 We believe it is rarely utilized because the presence of Action by Written Consent acts as a powerful deterrent against Board entrenchment and inertia.
b.
Glenview has initiated only one Action by Written Consent in its 18-year history, to protect and promote shareholder value in the case of Health Management Associates.   During this process, the Board determined and then shareholders approved a sale of HMA for a 28% premium to the time we launched our efforts and a 48% premium to the beginning of 2013, the year in which the action took place.
 
 
 
 

2 Source: FactSet
3 Source: FactSet
 
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c.
The Bylaw amendment proposed by Glenview includes many procedural safeguards. For example, all actions must be made through a public solicitation process to allow time for the Company to respond and all shareholders to consider. Further, this public process will allow for proxy advisory services, such as ISS and Glass Lewis, to have information necessary to make recommendations that may help inform their clients’ decisions. While providing these safeguards, our proposal includes efficient timeframes to prevent unreasonable delay and shareholder harm. We believe this balanced approach best represents the interests of Tenet shareholders large and small.
d.
We believe Action by Written Consent is an appropriate long-term insurance policy for Owners to ensure that the Board acts as proper stewards of our shared business and our collective capital.
 
In bringing this action, we do recognize some green shoots that offer a basis for medium and long-term optimism for the direction Tenet has now set forth.  Since the transition from the legacy CEO to the current Chairman and Interim CEO, Ron Rittenmeyer, the Company has greatly intensified its focus on patient outcomes and satisfaction, has taken initial steps to better align management incentives, has stated its intent to continue Board refreshment, began to establish appropriate cost controls that to date are forecast to improve pre-tax profitability by $250 million, and has committed to consider the sale or separation of non-core assets, including Conifer.  Glenview supports responsible measures to reduce Tenet’s leverage in an efficient and orderly fashion, and supports the rights of lenders and bondholders to the principal and interest owed to them under their contractual terms.

Consistent with our approach to optimistically trust but responsibly verify, Glenview is neither proposing an alternate slate of directors at the upcoming annual meeting nor asking for any separate shareholder vote on strategy or direction.  Based upon current information and knowledge, it is our intention to vote for the re-election of eight of the current twelve Directors of Tenet at the next annual meeting:  Chairman and Interim CEO Ron Rittenmeyer, Lead Director and former Senator Bob Kerry, Jim Bierman, John Byrnes, Richard Fisher, Richard Mark, Tammy Romo and Pete Wilver, and we would review any additional Board nominations proposed by the Company with an open mind.  The vote we are initiating covers the singular issue of providing shareholders the ability to trust but verify by having a reasonable method to hold Board members accountable for the goals and objectives.

Finally, the information contained in this letter and the accompanying slide deck is intended to share our views completely and, given the circumstances, minimize distractions to the current leadership of Tenet. Like you, we want the bulk of their attention spent on lifting Tenet to its full potential on an operating and financial basis.  As such, the proxy action we have initiated is not a “campaign” that will be waged daily – we have supplied our views herein and trust the informed judgments of each shareholder to determine our collective course forward.  We, of course, welcome views and feedback from our fellow Owners, respected governance experts, and the Company itself.

Thank you in advance for your time and consideration on this important governance matter.

Respectfully,
Larry Robbins on behalf of Glenview Capital Management


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Frequently Asked Questions:
Q:
Who is Glenview Capital Management?4

Glenview:    Glenview Capital Management (“Glenview”) is an investment management firm with $11.8 billion of assets under management across two hedge funds and one limited life long-only product.  The Tenet ownership exists only at the hedge funds because the market capitalization is too small to qualify for Glenview’s long-only product.  Glenview was founded by Larry Robbins, who remains CEO and portfolio manager, in 2000 and began operations in 2001.  Glenview employs 72 people, including 14 partners, with its principal investments being in US healthcare, industrials, consumer and services and technology companies.  Glenview initiated investments in hospitals in 2011 and Tenet in 2012, and has over $2 billion invested in the public stocks of hospital companies.

Q:
What will Glenview’s role be in this “campaign”?

Glenview:    We believe that Action by Written Consent is a fundamental right that should be granted to shareholders of chronically underperforming companies, and we have set forth our rationale herein.   It is not our intent to be actively “campaigning”, as we believe this information packet, along with information from the Company, is sufficient for shareholders and proxy advisors to make an informed decision.  Questions may be submitted via the website www.tenetowners.com. In an attempt to minimize the potential distraction of Management and the Board’s energies and focus on moving Tenet forward, it is not our intention to be actively engaged in a daily campaign with respect to this request.

Q:
When will the vote occur?

Glenview:   The vote will occur at Tenet’s annual meeting, which should take place in May 2018.  In 2011, Tenet delayed its meeting by six months and has the ability to do so again.  Glenview requested that Tenet waive its right to delay the upcoming annual meeting, and they declined to do so.  In good faith, Tenet indicated to us that it was their intention to have the meeting in May, but we refer to the following Charlie Brown analogy set out below.

Q:
Are there other governance improvements Glenview believes should be pursued beyond Action by Written Consent?

Glenview:    We believe there are four additional issues that could be addressed. However, we believe many of these may narrowly impact large shareholders, and we believe it is most appropriate that we advocate for issues that impact all shareholders.   The following are the additional issues:
1.
We believe in 1 share 1 vote.  In Nevada, shares held above 20% of a company do not get a vote unless the Company waives such provision.  As Glenview is the only shareholder close to 20% and cannot buy any more stock under the terms of the Company’s poison pill, this is a theoretical or narrow point and one we do not wish to pursue at this time.
2.
The poison pill is not primarily for tax reasons and should be eliminated.  Tenet has twice this decade adopted a poison pill, recently citing tax attributes as the primary motivation, despite the fact that such tax attributes have been present for the last 12 years. Rather, the only two times that a pill was adopted was in defense of an unsolicited takeover offer by Community
 
 
 

4 Figures are as of February 1st, 2018.
 
 
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Health Systems, Inc., and upon the expiration of our Standstill Agreement with the Company in August 2017.  In adopting the pill, we believe the Board discouraged otherwise interested investors from purchasing more of the Company and becoming more engaged in the future direction of Tenet.  We remain against the poison pill, but are not taking action to immediately remove it.
3.
We believe Delaware, where two-thirds of S&P 500 corporations are domiciled, is a more favorable shareholder state for incorporation than Nevada, which only represents 1% of those companies.5  Nevada offers more protections and potential entrenchment options for Boards, which we believe are antithetical to the very nature of public stock ownership.  However, because a move from Nevada would address the 1 share 1 vote issue, which narrowly impacts large shareholders such as Glenview, we chose not to pursue the point at this time.
4.
We believe Board refreshment should be thorough and faster.  We believe that the current Chairman and Interim CEO, Ron Rittenmeyer, as well as the current lead independent Director, Senator Bob Kerry, offer adequate institutional knowledge to negate the need for additional duration of service on the Board.  We believe the cultural renaissance is accelerated with a refreshment of all of the remaining long-term directors who presided over extended periods of value impairment.  However, the Company has indicated verbally its intent to move forward with refreshment at a pace that is yet to be determined, and the ability to Act by Written Consent gives shareholders the ability to complete Board refreshment independently should the current Board adopt an unacceptably slow timetable.
 
Q:
What is the process for Actions by Written Consent to be approved under the Bylaws amendment Glenview is proposing?

Glenview:    The terms proposed are an attempt to balance the need of shareholders to react quickly should cause arise with the ability of the Company to offer its own perspectives and for all shareholders to have time to consider and vote. As such, should a shareholder wish to initiate an Action by Written Consent, they would first notify the Company of their proposal, and the Company would have a maximum of 15 days to establish a record date.  Furthermore, under Glenview’s proposal, any shareholder seeking to bring Action by Written Consent must seek written consents from all shareholders in accordance with the SEC’s proxy rules, ensuring that a written consent solicitation statement is publicly filed and giving each shareholder sufficient time to consider and act on any such proposal.
 
Q:
Why is Action by Written Consent so commonplace in public Nevada corporations?

Glenview:    While we cannot be certain, we believe that because Nevada offers lower shareholder protections than other popular states of incorporation, such as Delaware, owners and responsible Directors have deemed it to be a reasonable check and balance to give Boards the authority they need to oversee the Company while giving owners the authority they need to oversee the Board.

Q:
Why do shareholders need Action by Written Consent if on January 21st the Board just granted the right for shareholders to call a special meeting?

Glenview:    As we discussed, we believe the right for shareholders to call a special meeting proposed by Tenet is off-market, unduly cumbersome and inconsistent with principles of good
 
 
 


5 Source: FactSet
 
 
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corporate governance.  Use of the Special Meeting provision to affect a proposal would in effect require a shareholder to run two solicitations: one to get the 50.1% of shareholders needed to request a special meeting, and then another to pass the proposal at that special meeting several months later.  In addition, certain institutions may be dis-incentivized to participate in calling a special meeting while a poison pill is in place for fear of having their shareholdings improperly diluted, and the Company has a history of twice adopting a poison pill, including one that is currently in place. Moreover, the Board at its discretion can delay action on a valid proposal supported by 50.1% of the shareholders for a variety of reasons, in an analogous fashion to its history of delaying regularly scheduled shareholder meetings when they saw fit in 2011.  The Board may also decide that the actions being brought under the special meeting motion are similar in nature to business conducted in the prior annual meeting, and therefore decline to call such a meeting despite at least 50.1% of shareholders requesting one.  Finally, we believe we have made the case that the strongest oversight possible is appropriate for Tenet, and Action by Written Consent offers the strongest Board oversight, while still offering all shareholders the democratic process of voting on important matters impacting the long-term health and value of our shared investment.
 
Q:
Does the relatively concentrated shareholder base of Tenet make Action by Written Consent less appropriate?

Glenview:    We think Action by Written Consent is appropriate here and that shareholder concentration is a non-issue.  The threshold to approve a certain action is the same whether it be approved at an annual meeting, a special meeting, or through Action by Written Consent, thus nothing is changed by shareholder concentration vis-à-vis any other form of vote.  Most importantly, our proposed amendment to the Bylaws requires advanced notice to the Company of the proposed action and requires any solicitation to be made public and to all shareholders in accordance with the SEC’s proxy rules.  These requirements eliminate the possibility that a small group of shareholders can act without an open and public discourse of the merits of any proposed action.

Q:
Why didn’t Glenview attempt to negotiate with Tenet to install an Action by Written Consent provision?

Glenview:    Glenview approached Tenet after market hours on Thursday, January 18th, to suggest the Board consider adopting this pro-shareholder democratic process.  On Sunday, January 21st, Tenet leadership provided a courtesy call thanking Glenview for the suggestion and informing us of their unilateral decision to amend their Bylaws to allow for Special Meetings with a 50.1% trigger.  In Glenview’s opinion, this falls well short of what is reasonable for Owners to optimistically trust but democratically oversee the Board, and thus we bring this amendment directly to our fellow Owners for consideration and vote.

Q:
Glenview used Action by Written Consent to fully replace the Board of Health Management Associates in 2013 – are these situations similar?

Glenview:    In the case of HMA, in the midst of our consent solicitation, HMA was sold for cash and stock to Community Health for a 28% premium to the time we launched our efforts and a 48% premium to the beginning of 2013, the year in which the action took place.  Shareholders overwhelmingly supported the removal and replacement of the full Board of HMA, and the Board was replaced for the remainder of its independence.  In the case of Tenet, we are not proposing a specific Action by Written Consent, but rather that Tenet adopts an amendment to its Bylaws to allow for it.  The provision could
 
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then be used by shareholders for any number of reasons if necessary, but Glenview has no current plans to make any specific proposal through written consent.  Finally, it should be noted in good faith that there is a process to refresh Tenet’s Board and culture already underway, which was absent in the HMA situation, and we are hopeful that a written consent provision would be an insurance policy for shareholders that would ultimately prove unnecessary to use.

Q:
Did Glenview suggest new potential Board members?

Glenview:   According to our Standstill Agreement with Tenet, we had the right to nominate two independent directors in 2016, and accordingly we nominated and the Board ratified the addition of John Byrnes and Pete Wilver, who continue to serve as Directors today.  In addition, at the welcoming of the Chairman and Interim CEO, on October 25th, 2017 we submitted 20 additional names for consideration who represented a diverse set of backgrounds and areas of expertise, and offered to assist in recruitment should it be requested.  To date, we have not received any specific progress report with respect to this list from the Company.

Q:
Why didn’t Glenview nominate a slate of Directors now for the next annual meeting?

Glenview:   We prefer orderly Board refreshment, and we have noted that we will be supporting eight of the current twelve Directors for re-election:  Chairman and Interim CEO Ron Rittenmeyer, Lead Director and former Senator Bob Kerry, Jim Bierman, John Byrnes, Richard Fisher, Richard Mark, Tammy Romo and Pete Wilver.  We did not feel that it was practical or productive for Glenview to solicit Director candidates in competition with, rather than in cooperation with, the Tenet Board.  As we indicated above, on October 25th, 2017 we offered a list of 20 potential Director candidates (none of whom were a Glenview employee) and offered our assistance to the Company in Board recruitment.  Tenet has yet to request that.  Like all shareholders, Glenview will determine its support for future Board nominees based upon the information presented at the time of their nomination, and we are open-minded to the addition of quality Directors beyond the eight we intend to vote for listed above.

Q:
With evidence that Tenet’s intention is to refresh the Board and now follow many of the suggestions made by shareholders including Glenview, should shareholders defer the consideration of Action by Written Consent until subsequent annual meetings in future years?

Glenview:    We believe that companies are strongest when they are led by independent Boards who attract and properly incentivize skilled managers to delight their customers, organically grow their businesses, support and train their employees, manage with focus and efficiency, and generate reliable forecasts that lead to strong financial returns for owners.  In our experience, engaged owners who are willing to discuss key issues with the Board and Management enhance the quality of the discussion and lead to better outcomes for all constituents.  All too often, owners who attempt to engage are given either lip service without action, or a laundry list of excuses as to why constructive reforms are not possible.

In several presentations to Tenet’s legacy CEO and Board, Glenview showed the following famous Peanuts cartoon by the legendary Charles Schultz, where Lucy regularly entices Charlie Brown to attempt to kick the football, only to pull it away from him at the last minute every time.
 
 
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Glenview asked for the Board to prioritize patient satisfaction and quality, yet it took a change at the CEO position for patient outcomes to receive the appropriate level of focus, energy and attention.  Glenview asked for a focus on per-share value metrics, only to have the legacy CEO and Board pursue aggregate growth at any cost.  Glenview asked the Board to review, hold accountable and possibly replace the most senior executives if they fell short of reasonable expectations over the long-term, and yet the Board refused to challenge the status quo until it faced the expiration of Glenview’s Standstill Agreement and the public discourse that was sure to follow.  Glenview asked for a comprehensive strategic alternatives review of the holding company structure at Tenet and an evaluation of the sale of non-core assets, only to have the legacy CEO and Board acquire eight hospitals in the UK where it had no experience, expertise or foothold using cash resources that were at the time in precious supply while no such strategic review was genuinely conducted.  Glenview asked for a cultural renaissance led by Board refreshment, only to be invited on the Board but then treated with suspicion and mistrust rather than partnership and cooperation.  Glenview suggested to the Board that it adopt voluntarily Action by Written Consent, and instead the Board unilaterally announced an impractical and off-market Special Meeting provision.  Time and time again, Glenview, representing shareholders, approached the ball, and each and every time, the legacy CEO and Board pulled the ball from under shareholders’ feet.   We believe Action by Written Consent provides a well needed check and balance to ensure that the Board does not persistently pull the rug out from under the majority of owners, and that the most responsible time for the Company to amend its Bylaws accordingly is now.

Q:                 Did Glenview recommend repurchasing shares at higher levels, and would the Company
                    
be worse off if it did that?

Glenview:   We recommended to the Company that they invest capital in the business to serve current and new customers, and that any additional expenditure be compared on a risk-adjusted basis to the returns on share repurchase.  Since that time, earnings per share at Tenet have declined by 64% while earnings at the closest comparable, HCA Healthcare, Inc., have increased 77%.  We believe this dilution is the combination of poor operating performance and destructive capital allocation including overpriced acquisitions that would not have been pursued under our framework.  As well, Glenview recommended that leverage never exceed 5x, while the legacy CEO and Board made capital commitments that increased leverage to 6x and greater than 7x including the full off-balance sheet obligations of the USPI buy-in.  We believe that opportunistic share repurchase would have been a strong value creation mechanism with lower risk than the acquisition spree pursued by legacy Management and Board, and that Tenet shares would trade at materially higher levels today based upon superior earnings per share and reduced leverage on both an aggregate and ratio basis.

Q:                 Is Glenview pushing for Tenet to be sold?

Glenview:    Our independent analysis suggests that Tenet’s holding company structure, owning three distinct assets in acute hospitals, surgical centers (USPI) and revenue cycle management (Conifer), is inefficient and unnecessary.  In particular, Conifer’s sales proposition to other hospitals is that the
 
9

business of owning and operating hospitals is a separate and distinct expertise unrelated to revenue cycle management, which may be more efficiently outsourced.  Clearly Tenet could follow its own advice to Conifer clients by separating out its Conifer unit via sale, IPO or spin-off.  While Tenet debtholders are not secured by the value of Conifer, we support responsible deleveraging with material cash proceeds utilized to offer up to full principal to lenders or bondholders who wish to sell bonds back to the Company.

Hospitals and surgical centers are local businesses that derive scale benefits that have the potential to reduce cost and enhance best practices for the benefits of customers, payors, and owners.  We believe the appropriate ownership structure of Tenet hospitals and surgical centers can be made based upon a review of a refreshed Board supported by unbiased financial advisors who may assist in evaluating the opportunities and risks of ownership versus asset sales on a case by case basis.  Regardless, we are supportive of the Company’s stated target of 5x Net Debt / EBITDA or less as a more responsible leverage ratio to balance reducing the cost of capital while allowing for reasonable operating flexibility.

Q:                 How can shareholders remain informed prior to the vote?

Glenview:    Please visit the website www.tenetowners.com and also review materials submitted by Tenet that may reflect views contrary to those we set forth.  Then please vote in the way you feel is best for the long-term health of the Company and your investment.




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SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY GLENVIEW CAPITAL PARTNERS, L.P., GLENVIEW INSTITUTIONAL PARTNERS, L.P., GLENVIEW CAPITAL MASTER FUND, LTD., GLENVIEW CAPITAL OPPORTUNITY FUND, L.P., GLENVIEW OFFSHORE OPPORTUNITY MASTER FUND, LTD., GLENVIEW CAPITAL MANAGEMENT, LLC AND LARRY ROBBINS (COLLECTIVELY, “GLENVIEW”) FROM THE STOCKHOLDERS OF TENET HEALTHCARE CORPORATION (“THC” OR THE “COMPANY”) FOR USE AT ITS ANNUAL MEETING WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF THE COMPANY AND WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, GLENVIEW WILL PROVIDE COPIES OF THE PROXY STATEMENT (WHEN AVAILABLE) WITHOUT CHARGE UPON REQUEST MADE TO OKAPI PARTNERS LLC, 1212 AVENUE OF THE AMERICAS, 24TH FLOOR, NEW YORK, NY 10036, (212) 297-0720, TOLL FREE: (877) 869-0171, OR EMAIL: INFO@OKAPIPARTNERS.COM. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION IS PROVIDED BELOW.  INFORMATION INDICATED HEREIN AS HAVING BEEN OBTAINED FROM THIRD PARTIES IS USED WITHOUT ANY EXPRESS CONSENT OF SUCH THIRD PARTIES AND SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF SUCH PERSON FOR THE VIEWS EXPRESSED HEREIN.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS. The content of this document may include “forward-looking statements” that reflect current views of future events. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,” “may,” “would” and similar statements of a future- or forward-looking nature are often used to identify forward-looking statements. Similarly, statements that describe our objectives, plans or goals are forward-looking. Glenview’s forward-looking statements are based on its current intent, belief, expectations, estimates and projections regarding the Company and projections regarding the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to differ materially. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Except to the extent required by applicable law, no person undertakes any obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

PARTICIPANT INFORMATION. The participants in the solicitation of proxies (the “Participants”) include the following: Glenview Capital Partners, L.P., a Delaware limited partnership, Glenview Institutional Partners, L.P., a Delaware limited partnership, Glenview Capital Master Fund, Ltd., a Cayman Islands exempted company, Glenview Capital Opportunity Fund, L.P., a Delaware limited partnership, Glenview Offshore Opportunity Master Fund, Ltd., a Cayman Islands exempted company, (collectively, the “Glenview Funds”), Glenview Capital Management, LLC, a Delaware limited liability company and the investment manager to the Glenview Funds, and Mr. Robbins, a United States citizen and the Chief Executive Officer of Glenview Capital Management, LLC.
 
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The principal business of Glenview Capital Management, LLC is to serve as investment manager to each of the Glenview Funds, the principal business of each of which is to invest in securities and other financial instruments. The primary business of Mr. Robbins is investment management.

Glenview Capital Partners, L.P., Glenview Institutional Partners, L.P., Glenview Capital Master Fund, Ltd., Glenview Capital Opportunity Fund, L.P., Glenview Offshore Opportunity Master Fund, Ltd., Glenview Capital Management, LLC, and Larry Robbins own beneficially, directly or indirectly 17,942,624 shares of THC’s Common Stock, approximately 17.8% of the total outstanding shares of THC’s Common Stock as of October 31, 2017 (the latest date for which the Company’s SEC Filing 10-Q provides share information). Additional information about the Participants’ interests may be found on the Schedule 13D filed with the SEC, as amended on February 2, 2018, and as may be amended thereafter from time to time by Glenview, available at no charge at the SEC’s website at http://www.sec.gov.
The principal business address of Glenview Capital Partners, L.P., Glenview Institutional Partners, L.P., Glenview Capital Opportunity Fund, L.P., Glenview Capital Management, LLC and Mr. Robbins is 767 Fifth Avenue, 44th Floor, New York, New York 10153. The principal business address of Glenview Capital Master Fund, Ltd. and Glenview Offshore Opportunity Master Fund, Ltd. is c/o State Street (Cayman) Trust, Limited, P.O. Box 896GT, Gardenia Court, Suite 3307, 45 Market Street, Camana Bay, Grand Cayman KY1-1103, Cayman Islands.

About Glenview Capital Management

Glenview Capital is an investment management firm with $11.8 billion of assets under management.  Glenview was founded by Larry Robbins, who remains CEO and portfolio manager, in 2000 and began operations in 2001.  Glenview employs 72 people, including 14 partners, with its principal investments being in U.S. healthcare, industrials, consumer and services and technology companies.  Glenview initiated investments in hospitals in 2011 and Tenet in 2012, and has over $2 billion invested in the public stocks of hospital companies.

Media contact:

Prosek Partners
Mike Geller
347.275.3577
mgeller@prosek.com

Investors:

Okapi Partners LLC 
Bruce H. Goldfarb/Lisa Patel 
212.297.0720
info@okapipartners.com


 
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