13D Filing: Glenview Capital and Tenet Healthcare Corp (THC)

The Reporting Persons acquired the Shares for investment purposes, and such purchases have been made in the Reporting Persons’ ordinary course of business.  On January 18, 2016, Glenview Capital Management and the Glenview Funds (collectively, the “Glenview Parties”) entered into a Support Agreement with the Company, pursuant to which, among other things, the Company agreed to increase the size of its Board by two directors and appoint two senior employees of Glenview Capital Management, Matthew Ripperger and Randy Simpson (together with Mr. Ripperger, the “Glenview Designees”), to fill the newly-created vacancies, effective as of the date of Support Agreement.  The Support Agreement was previously summarized in, and filed as an exhibit to, this Statement.

Resignations of Glenview Designees

                                The Glenview Designees resigned from the Company’s Board of Directors, effective as of August 17, 2017, due to irreconcilable differences regarding significant matters impacting the Company and its stakeholders.  A copy of the resignation letter is attached hereto as Exhibit F.  Pursuant to the Support Agreement, the Standstill Period (as defined in the Support Agreement) expired 15 days after the date that the Glenview Designees ceased to serve as directors.  After the expiration of the Standstill Period, the Reporting Persons have engaged in and may continue to engage in communications with shareholders of the Company and other relevant parties regarding the Company in an effort to further explore ways to strengthen the Company and enhance shareholder value.  The Reporting Persons may determine to take any or all customary steps to pursue opportunities, which could include consideration of the following:

i)

alternatives for strengthening patient satisfaction and operating efficiency at the Company;

Post-Resignation Developments

Following the resignation of the Glenview Designees, on August 31, 2017, the Company announced that (i) Chairman and CEO Trevor Fetter will step down from his roles as director and chief executive officer at the earlier of March 15, 2018 or when a successor is appointed, (ii) current independent lead director Ronald A. Rittenmeyer became executive chairman effective August 31, 2017, (iii) the Board has hired Russell Reynolds Associates to conduct a search for a new Chief Executive Officer (the “CEO Search”) and (iv) the Company has commenced a process to refresh the composition of its Board (the “Board Refreshment”).

In response to this announcement, the Reporting Persons have determined from time to time to engage with the Board and other relevant parties in connection with (i) the CEO transition and search, including a clarification of the separation of duties between the Executive Chairman and the current CEO, (ii) Board Refreshment, (iii) timing of the Company’s 2018 annual meeting of shareholders, (iv) the recently adopted “Poison Pill” Shareholder Rights Plan, (v) the selection of or appointment of fresh independent financial advisors, and (vi) strategic alternatives for the Company, including the possible sale of one or more of the Company’s assets or divisions or the Company as a whole including the creation of an independent committee within the Board to supervise and oversee such a review.

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.