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

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

On March 23, 2018, 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 amend its Bylaws as follows:  (1) revising the special meeting Bylaw so that it can be amended only by a vote from shareholders representing a majority of the outstanding Shares; (2) requiring the holding of its annual meeting at least every 13 months, consistent with the standard applicable under Delaware law, under a Bylaw that can be amended only by a vote from shareholders representing a majority of the outstanding Shares; and (3) adding a shareholder rights plan Bylaw with provisions including that approval from 75% of the members of the Board is required to adopt any future shareholder rights plan, and that the term of the rights plan must be limited to a maximum duration of one year plus a 90 day period to solicit shareholder approval of any longer duration, if applicable.  As part of the Support Agreement, the Glenview Parties agreed to: (1) withdraw the Notice of their intent to make the Proposal to the Issuer’s Bylaws at the 2018 Annual Stockholders’ Meeting (the “Proposal); (2) not acquire beneficial ownership in excess of 20% until the first anniversary of the date of the Support Agreement (the “Standstill Period”); and (3) vote their Shares for all directors nominated by the Board for election at the 2018 Annual Stockholders’ Meeting, as listed in the draft Company Proxy Statement furnished to the Glenview Parties on behalf of the Company on March 19, 2018 (the “Draft Proxy Statement”), and in accordance with the recommendation of the Board on certain other proposals to be to be presented at the 2018 Annual Stockholders’ Meeting, as listed in the Draft Proxy Statement.  In addition, under the Support Agreement, the Company agreed to reimburse up to $500,000 in fees and expenses incurred by Glenview in connection with the Proposal and the negotiation, execution and performance of the Support Agreement.  This summary of the Support Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Support Agreement, which is filed as Exhibit I to the Schedule 13D.