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

Confidentiality Agreement

Also on January 18, 2016, the Glenview Parties and the Company entered into a Confidentiality Agreement, pursuant to which the Company agreed that the Glenview Designees, upon their appointment to the Board and subject to their fiduciary duties, may confidentially disclose information they obtain while serving as members of the Board to the Glenview Parties and employees thereof involved in monitoring the investment in the Shares, on the condition that they treat such information in accordance with the terms of the Confidentiality Agreement, including keeping the information strictly confidential and not disclosing the information in any manner whatsoever without the prior written consent of the Company.

The summaries contained herein of the Support Agreement and the Confidentiality Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are included as Exhibits C and D, respectively, to this Schedule 13D and are incorporated herein by reference.

On January 19, 2016, the Company issued a press release to announce the Support Agreement and Confidentiality Agreement, a copy of which is attached hereto as Exhibit E and is incorporated herein by reference.

The Reporting Persons expect to review from time to time their investment in the Company and may, depending on the market and other conditions and subject to the terms of the Support Agreement and Confidentiality Agreement:  (i) purchase additional Shares, options or related derivatives in the open market, in privately negotiated transactions or otherwise; (ii) sell all or a portion of the Shares, options or related derivatives now beneficially owned or hereafter acquired by them; and (iii) engage in other proposals as the Reporting Persons may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. Subject to the terms of the Support Agreement and Confidentiality Agreement, the Reporting Persons intend to engage in communications with the Glenview Designees and may engage in communications with, among others, other members of the Board, the Company’s management, shareholders and other potential investors, potential strategic partners, financial advisors and other industry participants, regarding such matters.

Except as set forth above, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time and subject to the terms of the Support Agreement and Confidentiality Agreement, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5.

Interest in Securities of the Issuer

(a, b) Each of Glenview Capital Management and Mr. Robbins may be deemed to share voting and dispositive power over 17,890,230 Shares, which equates to approximately 17.95% of the total number of Shares outstanding.  (There were 99,669,208 Shares outstanding as of October 29, 2015, based on information in the Company’s Form 10-Q, filed November 02, 2015.)  These Shares are held for the following accounts: (A) 508,241 Shares held for the account of Glenview Capital Partners; (B) 6,221,972 Shares held for the account of Glenview Capital Master Fund; (C) 3,256,510 Shares held for the account of Glenview Institutional Partners; (D) 4,617,416 Shares held for the account of Glenview Offshore Opportunity Master Fund; and (E) 3,286,091 Shares held for the account of Glenview Capital Opportunity Fund.