UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
Issuance of Senior Secured Notes
On August 20, 2026, Universal Health Services, Inc. (the “Issuer”), completed the public offering of (i) $600,000,000 aggregate principal amount of its 5.500% Senior Secured Notes due 2031 (the “2031 Notes”), and (ii) $500,000,000 aggregate principal amount of its 6.000% Senior Secured Notes due 2036 (the “2036 Notes “and, together with the 2031 Notes, the “Notes”), each guaranteed on a senior secured basis by all of the Issuer’s existing and future direct and indirect subsidiaries that guarantee the Issuer’s senior secured credit facility or the Issuer’s other first lien obligations or any junior lien obligations (the “Subsidiary Guarantors”). The Notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Issuer’s and the Subsidiary Guarantors’ registration statement on Form S-3 (File No. 333-282135), as amended by the Post-Effective Amendment No. 1 thereto as filed with the Securities and Exchange Commission (the “SEC”) on August 7, 2026, including the prospectus dated September 16, 2024, and a related prospectus supplement dated August 11, 2026 (the “Prospectus Supplement”) as filed with the SEC on August 13, 2026.
On August 20, 2026, the Notes were issued pursuant to an indenture dated as of September 26, 2024 (the “Base Indenture”), among the Issuer, the Subsidiary Guarantors, U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and JPMorgan Chase Bank, N.A., as collateral agent (the “Collateral Agent”), as amended and supplemented by the Second Supplemental Indenture, dated as of April 22, 2026, and the Third Supplemental Indenture, dated as of August 20, 2026, among the Issuer, the Subsidiary Guarantors, the Trustee and the Collateral Agent (the “Third Supplemental Indenture”, and the Base Indenture as amended and supplemented, the “Indenture”).
Indenture and Notes
Maturity and Interest Payment Dates
The 2031 Notes will mature on September 1, 2031 and the 2036 Notes will mature on September 1, 2036. Interest on the 2031 Notes will be payable semi-annually, on March 1 and September 1 of each year, commencing on March 1, 2027, to the person in whose name such Note is registered at the close of business on February 15 and August 15, as the case may be. Interest on the 2036 Notes will be payable semi-annually, on March 1 and September 1 of each year, commencing on March 1, 2027, to the person in whose name such Note is registered at the close of business on February 15 and August 15, as the case may be.
Note Guarantees
The Notes will be guaranteed on a senior secured basis by the Subsidiary Guarantors, which include all of the Issuer’s existing and future direct and indirect subsidiaries that guarantee the Issuer’s senior secured credit facility or the Issuer’s other first lien obligations or any junior lien obligations (the “Note Guarantees”). Under certain circumstances, the Subsidiary Guarantors may be released from their Note Guarantees without the consent of the holders of the Notes, including if the Notes then have investment grade ratings, no default has occurred and is continuing, the guarantees of other first lien and any junior lien obligations have been released and liens on the collateral securing all first lien obligations and any junior lien obligations have been released. Any Note Guarantee will also be released if that Subsidiary Guarantor’s guarantees of the senior credit facility, other first lien obligations and any junior lien obligations are released.
Collateral
The Notes and the Note Guarantees are secured by first-priority liens, subject to permitted liens, on certain of the Issuer’s assets and certain assets of those Subsidiary Guarantors that have pledged those assets to secure certain of the Issuer’s other indebtedness or indebtedness of those Subsidiary Guarantors (the “Secured Guarantors”) now owned or acquired in the future by the Issuer and the Secured Guarantors (other than real property and certain other excluded assets). The Issuer’s obligations with respect to the Notes, the obligations of the Subsidiary Guarantors under the Note Guarantees and the performance of all the Issuer and the Subsidiary Guarantors’ other obligations
under the Indenture are secured equally and ratably with the Issuer’s and the Secured Guarantors’ obligations under the Issuer’s senior secured credit facility, the Issuer’s 1.650% Senior Secured Notes due 2026 (the “Existing 2026 Notes”), 4.625% Senior Secured Notes due 2029 (the “Existing 2029 Notes”), 2.650% Senior Secured Notes due 2030 (the “Existing 2030 Notes”), 2.650% Senior Secured Notes due 2032 (the “Existing 2032 Notes”) and 5.050% Senior Secured Notes due 2034 (the “Existing 2034 Notes”) by a perfected first-priority security interest, subject to permitted liens, in the collateral owned by the Issuer and the Secured Guarantors, whether now owned or hereafter acquired. However, the liens on the collateral securing the Notes and the Note Guarantees of the Secured Guarantors will be released if (i)(x) the Notes then have investment grade ratings, (y) no default has occurred and is continuing and (z) the liens on the collateral securing all first lien obligations (including the senior secured credit facility, the Existing 2026 Notes, the Existing 2029 Notes, the Existing 2030 Notes, the Existing 2032 Notes and the Existing 2034 Notes) and any junior lien obligations have been released or (ii) the collateral under the senior secured credit facility, any other first lien obligations and any junior lien obligations has been released or no longer required to be pledged. The Notes have investment grade ratings from both Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Ratings Services (“S&P”) as of their date of issuance; however, the condition in clause (i)(z) of the preceding sentence has not been met as of the date of issuance because the conditions to the release of the collateral under the senior secured credit facility have not been met as of that date.
Ranking
The Notes and the Note Guarantees are the Issuer’s and the Secured Guarantors’ senior secured obligations and:
| • | rank senior in right of payment to any of the Issuer’s and the Subsidiary Guarantors’ future subordinated indebtedness; |
| • | rank equally in right of payment with all of the Issuer’s and the Subsidiary Guarantors’ existing and future senior indebtedness; |
| • | rank equally in right of payment with the Issuer’s obligations under the Issuer’s senior secured credit facility, the Existing 2026 Notes, the Existing 2029 Notes, the Existing 2030 Notes, Existing 2032 Notes and the Existing 2034 Notes to the extent of the value of the collateral; |
| • | rank effectively senior to the Issuer’s and the Subsidiary Guarantors’ existing and future unsecured debt to the extent of the value of the assets securing the Notes and the Note Guarantees; |
| • | be effectively subordinated to any of the Issuers’ and the Subsidiary Guarantors’ existing and future indebtedness that is secured by assets that do not constitute collateral to the extent of the value of such assets; and |
| • | be structurally subordinated to obligations of the Issuer’s non-guarantor subsidiaries. |
If the Issuer elects to add unsecured guarantors in the future, the Note Guarantees of such guarantors will be senior unsecured obligations of the unsecured guarantors, rank senior in right of payment to any of the unsecured guarantors’ future subordinated indebtedness, rank equally in right of payment with the unsecured guarantors’ existing and future senior indebtedness and rank effectively junior to all existing and future senior secured debt of the unsecured guarantors to the extent of the value of any assets securing such senior debt.
Covenants
The Indenture, among other things, limit the Issuer’s ability and the ability of its subsidiaries to (1) consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; (2) create mortgages on certain of the Issuer’s and its subsidiaries’ principal properties to secure debt; and (3) engage in certain sale and lease-back transactions.
Optional Redemption
The Issuer may redeem some or all of the 2031 Notes at any time prior to August 1, 2031, and some or all of the 2036 Notes at any time prior to June 1, 2036, in each case at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, plus a “make whole” premium. Each of the 2031 Notes and the 2036 Notes may be redeemed on or after the applicable date specified in the preceding sentence at a redemption price equal to 100% of the principal amount of such Notes of such series plus accrued and unpaid interest, if any, thereon to, but excluding, such redemption date.
Change of Control
Upon the occurrence of certain kinds of changes of control, if the Notes have ceased to have investment grade ratings (including as a result of entering into an agreement that would result in such a change of control), holders of the Notes of each series will have the right to cause the Issuer to repurchase the Notes of such series at 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to, but excluding, the repurchase date. Because the Notes have investment grade ratings from both Moody’s and S&P as of the issue date of the Notes, this covenant will initially be suspended.
Events of Default
The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal amount of, premium, if any, and accrued and unpaid interest, if any, on the Notes to become or to be declared due and payable.
In addition, an Additional Authorized Representative Joinder Agreement (the “Additional Authorized Representative Joinder Agreement”), dated as of August 20, 2026, among U.S. Bank Trust Company, National Association, as trustee and additional authorized representative for the holders of the Notes, the Issuer, the Subsidiary Guarantors party thereto, and JPMorgan Chase Bank, N.A., as collateral agent and administrative agent, relating to the guarantees and collateral described above, is filed with this Current Report on Form 8-K as Exhibit 4.6.
The foregoing descriptions of the Notes, the Note Guarantees, the Indenture (including the forms of the Notes) and the Additional Authorized Representative Joinder Agreement are qualified in their entirety by the terms of such agreements, which are incorporated herein by reference and attached hereto as Exhibits 4.1 through 4.6.
Relationships
As more fully described under the caption “Underwriting” in the Prospectus Supplement, certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the Issuer and to persons and entities with relationships with the Issuer, for which they have received or will receive customary fees and expenses. In particular, JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, acts as a joint lead arranger and acts as administrative agent under the Issuer’s senior secured credit facility, and affiliates of certain of the other underwriters, including J.P. Morgan Securities LLC, BofA Securities, Inc., Truist Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, act as lenders and, in some cases, as joint lead arrangers and agents, under the Issuer’s revolving credit facility and tranche A term loan facilities. In addition, J.P. Morgan Securities LLC acted as the Issuer’s financial advisor in connection with the Issuer’s recent acquisition of Talkspace, Inc. The affiliates of certain underwriters will receive a portion of the proceeds of the transactions as a result of the repayment of the outstanding borrowings under the Issuer’s revolving credit facility. Additionally, certain of the underwriters and/or their respective affiliates may hold some of the Existing 2026 Notes and may receive a portion of the proceeds from the transactions as a result.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in response to Item 1.01 under the headings “Issuance of Senior Secured Notes” and “Indenture and Notes” is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Universal Health Services, Inc. | ||||||
| Date: August 21, 2026 | By: | /s/ Steve Filton | ||||
| Name: | Steve Filton | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||