Washington, D.C. 20549
(Amendment No. )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
* 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 Reporting Persons initially reported their beneficial ownership of the shares of Common Stock of Tenet Healthcare Corporation on Schedule 13G, and then switched to Schedule 13D on January 7, 2016. Pursuant to Rule 13d-1(h), the Reporting Persons are again reporting their beneficial ownership on Schedule 13G.
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).
(1)
Based on a total of 106,471,229 Shares outstanding as of March 12, 2021, based on the Company’s annual proxy statement on Schedule 14A, filed on March 26, 2021.
| Item 1(a). | Name of Issuer: |
Tenet Healthcare Corporation (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
14201 Dallas Parkway, Dallas, TX 75254
| Item 2(a). | Name of Person Filing |
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
i) Glenview Capital Management, LLC (“Glenview Capital Management”); and
ii) Larry Robbins (“Mr. Robbins”).
This Statement relates to Shares (as defined herein) held for the accounts of Glenview Capital Partners, L.P., a Delaware limited partnership (“Glenview Capital Partners”), Glenview Capital Master Fund, Ltd., a Cayman Islands exempted company (“Glenview Capital Master Fund”), Glenview Institutional Partners, L.P., a Delaware limited partnership (“Glenview Institutional Partners”), Glenview Offshore Opportunity Master Fund, Ltd., a Cayman Islands exempted company (“Glenview Offshore Opportunity Master Fund”), and Glenview Capital Opportunity Fund, L.P., a Delaware limited partnership (“Glenview Capital Opportunity Fund” and collectively, the “Glenview Funds”).
Glenview Capital Management serves as investment manager to each of the Glenview Funds. Mr. Robbins is the Chief Executive Officer of Glenview Capital Management.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of Glenview Capital Management and Mr. Robbins is 767 Fifth Avenue, 44th Floor, New York, New York 10153.
i) Glenview Capital Management is a Delaware limited liability company;
ii) Mr. Robbins is a citizen of the United States of America.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.05 per share (the “Shares”)
88033G407
| Item 3. | If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
This Item 3 is not applicable.
| Item 4(a) | Amount Beneficially Owned: |
As of April 22, 2021, Glenview Capital Management and Mr. Robbins may be deemed the beneficial owner of
10,645,320 Shares. This amount consists of: (A)
407,826 Shares held for the account of Glenview Capital Partners; (B)
2,338,955 Shares held for the account of Glenview Capital Master Fund; (C)
980,693 Shares held for the account of Glenview Institutional Partners; (D)
3,198,185 Shares held for the account of Glenview Offshore Opportunity Master Fund;
and (E)
3,719,661 Shares held for the account of Glenview Capital Opportunity
Fund.
| Item 4(b) | Percent of Class: |
As of April 22, 2021, each of the Reporting Persons may be deemed the beneficial owner of approximately 9.99% of Shares outstanding. (There were 106,471,229 Shares outstanding as of March 12, 2021, based on the Company’s annual proxy statement on Schedule 14A, filed on March 26, 2021.)
| Item 4(c) | Number of Shares as to which such person has: |
| (i) Sole power to vote or direct the vote: | 0 |
| (ii) Shared power to vote or direct the vote: | |
| (iii) Sole power to dispose or direct the disposition of: | 0 |
| (iv) Shared power to dispose or direct the disposition of: | |
| Item 5. | Ownership of Five Percent or Less of a Class: |
This Item 5 is not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
See disclosure in Items 2 and 4 hereof. Certain funds listed in Item 2(a) 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.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
See disclosure in Item 2 hereof.
| Item 8. | Identification and Classification of Members of the Group: |
This Item 8 is not applicable.
| Item 9. | Notice of Dissolution of Group: |
This Item 9 is not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
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 | |
| | | | |
| April 22, 2021 | | | |
EXHIBIT INDEX
| Joint Filing Agreement | 8 |
| Power of Attorney | 9 |
