dfan14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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þ Soliciting Material Pursuant to §. 240.14a-12
TENET HEALTHCARE CORPORATION
(Name of Registrant as Specified in its Charter)
COMMUNITY HEALTH SYSTEMS, INC.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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FORWARD-LOOKING STATEMENTS
Any statements made in this presentation that are not statements of historical fact, including
statements about our beliefs and expectations, including any benefits of the proposed acquisition
of Tenet Healthcare Corporation (Tenet), are forward-looking statements within the meaning of the
federal securities laws and should be evaluated as such. Forward-looking statements include
statements that may relate to our plans, objectives, strategies, goals, future events, future
revenues or performance, and other information that is not historical information. These
forward-looking statements may be identified by words such as anticipate, expect, suggest,
plan, believe, intend, estimate, target, project, could, should, may, will,
would, continue, forecast, and other similar expressions.
These forward-looking statements involve risks and uncertainties, and you should be aware that many
factors could cause actual results or events to differ materially from those expressed in the
forward-looking statements. Factors that may materially affect such forward-looking statements
include: our ability to successfully complete any proposed transaction or realize the anticipated
benefits of a transaction, our ability to obtain stockholder, antitrust, regulatory and other
approvals for any proposed transaction, or an inability to obtain them on the terms proposed or on
the anticipated schedule, uncertainty of our expected financial performance following completion of
any proposed transaction and other risks and uncertainties referenced in our filings with the
Securities and Exchange Commission (the SEC). Forward-looking statements, like all statements in
this presentation, speak only as of the date of this presentation (unless another date is
indicated). We do not undertake any obligation to publicly update any forward-looking statements,
whether as a result of new information, future events, or otherwise.
ADDITIONAL INFORMATION
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. This communication relates to a business
combination transaction with Tenet proposed by Community Health Systems, Inc. (CHS or the
Company), which may become the subject of a registration statement filed with the SEC. This
material is not a substitute for any prospectus, proxy statement or any other document which CHS
may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Such documents would be available free of charge through
the web site maintained by the SEC at www.sec.gov or by directing a request to Community Health
Systems, Inc. at 4000 Meridian Boulevard, Franklin, TN 37067, Attn: Investor Relations.
PARTICIPANT INFORMATION
CHS, its directors and executive officers and other persons may be deemed to be participants in the
solicitation of proxies in connection with Tenets 2011 annual meeting of shareholders. The names
of the directors of CHS are: Wayne T. Smith, W. Larry Cash, John A. Clerico, James S. Ely III,
John A. Fry, William N. Jennings, M.D., Julia B. North and H. Mitchell Watson, Jr. The
names of
the executive officers of CHS are: Wayne T. Smith, W. Larry Cash, William S. Hussey, David L.
Miller, Thomas D. Miller, Michael T. Portacci, Martin D. Smith, Rachel A. Seifert and T. Mark
Buford. CHS and its subsidiaries beneficially owned approximately 420,000 shares of Tenet common stock
as of January 7, 2011. Additional information regarding CHSs directors and executive officers is
available in its proxy statement for its 2010 annual meeting of stockholders, which was filed with
the SEC on April 9, 2010. Other information regarding potential participants in such proxy
solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in any proxy statement filed in connection with Tenets 2011 annual
meeting of shareholders.
FINAL TRANSCRIPT
CYH Community Health Systems, Inc. at JP Morgan HealthCare Conference
Event Date/Time: Jan. 11. 2011 / 9:30PM GMT
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FINAL TRANSCRIPT
Jan. 11. 2011 / 9:30PM, CYH Community Health Systems, Inc. at JP Morgan HealthCare Conference
CORPORATE PARTICIPANTS
Wayne Smith
Community Health Systems Chairman, President and CEO
CONFERENCE
CALL PARTICIPANTS
John Rex
JP Morgan Analyst
PRESENTATION
John Rex JP Morgan Analyst
Thanks for joining us. So, next up we have Community Health Systems will be presenting up on this
stand here. We have Wayne Smith and Larry Cash, the CFO. A Company that has been not at all
mentioned in the news over the past few weeks. Certainly high profile in terms of some of the
things that Company has been looking at strategically here over the past month, plenty of focus on
that. I think today Wayne will probably focus on some of the core components of the Company, more
the operating story. I am sure there will also be plenty of time for Q&A and follow up in the
breakout session that will happen in the Sussex Room afterwards. So, Id like to go ahead and turn
the time over to Wayne now.
Wayne Smith Community Health Systems Chairman, President and CEO
Thank you, John. Obviously youve been working on an introduction that was much better than you did
last year. Thank you.
The issue that everyone is interested in, I would just tell you that last night, I was at BCS Game,
Im an Auburn graduate. It was a long hard fight, but we ultimately prevailed. I heard a duck back
there somewhere. Just quickly you can read that, Tom Scully is here, he got that really fast.
As you all probably know, were the leading provider in terms of the largest hospital group as far
as large urban and non-urban facilities. We have 126 facilities in 29 states. This is about 65% of
ours or still we are still the sole provider. We had a good third quarter. We finished the third
quarter, our EPS was up 16.9% year-to-date, were up 16.5%, our EBITDA is up 6.5%, and our margins
up 30 basis points. Today, we want to reconfirm our 2010 guidance. As you know, weve already put
out 2011 guidance and we will talk more about that when we provide our when we do our earnings
call in February.
Let me just quickly, a lot of you all know a lot about this, but its always good to have a
tutorial on healthcare and healthcare reform. You know that healthcare is about $2.6 trillion and
expected grow 6.3% through 2019. The hospital component of that is about $800 billion or 31%. The
opportunities and the challenges here are about as great as theyve ever been in terms of the economy.
The unemployment rate continues to be 9% or so, uninsured, the 32 million people that we do have
some visibility around bad debt and the uninsured kind of going forward, healthcare reform, which
is now regulatory reform as we think about the future and what might happen, and of course we have
the baby boomers moving forward at a clip of about 10,000 per day now. The significance of the baby
boomers, as you probably know, is the fact that 55 to 65 admissions per thousand is about 150
admissions per thousand. When you go over 65, that number goes up to about 230 admissions per thousand. So, its very significant to the baby boomers who are moving
along pretty rapidly as we kind of think about the future.
You all have seen this slide before, in terms of the number of facilities that we have, we have 80
out of our 126 that were sole provider, we have geographic diversity, we have less exposure in
terms of Medicaid programs, which is a major challenge now, that well talk a little bit more about
in a minute, across the country because of the fact that some go up and some go down, and we dont
have any one hospital or any one state that we have a disproportionate share of our revenues or
earnings. This is the most exciting, most high-tech part of this presentation. We actually manage
another 150 hospitals, QHR across the country. So, in the markets that we are operate in, the
unemployment rate is about 0.5% less than the national average.
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1
FINAL TRANSCRIPT
Jan. 11. 2011 / 9:30PM, CYH Community Health Systems, Inc. at JP Morgan HealthCare Conference
This is an important slide, weve talked about this a lot through the years in terms of organic
growth opportunities. As you probably know, our strategy is very straightforward, its improving
hospital operations, recruiting physicians, expanding services, renovating facilities and
implementing our standardized centralized approach to our business practices and our clinical
practices. Our markets represent about $28 billion worth of hospital business every year, our run
rate is about $13 billion, so its about 40% in terms of our market share. There are about 16
million people within our markets and if you do the work on the number of admissions per thousand
and the number of surgeries per thousand, we have a lot of room for improvement as we think about
the future.
The other
thing thats important is our case mix, its about 137, if you look at historically
across the country, most companies have a higher case mix, which means we have a lot of opportunity
in terms of intensity as we think about the future.
Strategically, a couple of things that we think are important as we think about healthcare reform,
and I purposely didnt say a lot about healthcare reform so far is that we have 32 million people
more that are going to be insured. When you think about that for a second, you know that means that
the insurance companies have 32 million more people that they have the ability to negotiate
contracts for, so we think about this, this way and that we need to have more infrastructure in
place, need to have broader and deeper and wider networks. A good example of this is in Spokane,
where we own two facilities, we just recently, this past year, acquired a physician practice that
had 130 physicians in 32 different locations with every outpatient service known to man. The
objective here is not to get left out of any particular product as we think about the future.
Clearly, as and theres a number of managed care people in the audience here, as we look at the
future, managed care companies are going to be looking for ways to narrow their networks to improve
their pricing advantage. The other part of this that we think is very important is demonstrating
quality and were making a lot of progress. Weve had 14 or 15 straight quarters in terms of our
HCAHPS moving forward in terms of improvement. If you cannot demonstrate quality at the highest
level, you are also a candidate for being left out of a particular product. So, keep that in mind,
as I talk about this going forward, youll understand a little bit about our strategy around this
other opportunity that we have.
As you know, weve been very successful in physician recruiting. You just look at this chart over
the years, for this year, were going to recruit about 1,700 physicians, they are absolutely
important driver of volume and growth and demonstrating quality. We currently have about 15,000
physicians on our medical staffs. We employ about 2,000 physicians currently. This has been a very
successful part of our strategy. When you think about the acquisition that we made back in 2007, in
terms of Triad, we have now recruited about 2,400 new physicians to Triad over the last three
years, a substantial improvement in terms of physicians in the markets.
Another important part of our strategy has been our ER strategy in terms of how we develop and work
in our ERs. Weve had very good success in terms of growing our ER visits and if you look at our ER
admission rate has gone up from about 11% in 1997 up to now its 15%, a huge improvement. And we do
this the same way that we do everything in terms of thinking about standardized, centralized
approach to our clinical and business practices and improving and renovating facilities, the way we
deal with the staffing in emergency rooms.
We have a system called ProMed that tells us everything demographically and clinically that we need
to know about those patients. But the latest thing that weve done in the last year or two years
has been discharge callbacks. We are now calling back over 1 million people a year, these are
patients who come through our emergency rooms and within 24 hours we call them back and ask them if
they got the appropriate medications, if they had an issue of any kind, do they need to come back,
whatever it might be, its probably the best marketing program that we developed through the years.
This is sort of the backbone of the company, this is a thing that we receive a lot of praise about,
but we also are often criticized about how we think about standardizing and centralizing our
approaches to business and how we manage. This is a very straightforward way of thinking about
this. We dont think that you can manage 126 facilities if you dont do it this way. This is all
about consistency of performance process improvement, regulatory compliance and good governance and
weve had a lot of success as you might expect in terms of how we do this. This is the reason
the main reason that weve been able to assimilate
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FINAL TRANSCRIPT
Jan. 11. 2011 / 9:30PM, CYH Community Health Systems, Inc. at JP Morgan HealthCare Conference
very large acquisitions. We bought 53 facilities over 10-year period and we bought 54
facilities in July of 2007 without much problem or difficulty.
So, when I talk about acquisitions, we had another good year this year. We bought three facilities
in terms of Marion, South Carolina, Bluefield, West Virginia. As you probably know we bought Forum
Health in Youngstown. If you go back and if you think about the organic growth opportunities that
we have when I talk about market share opportunity, intensity opportunities, thats without
saying anything about our acquisition opportunities that we have going forward. Ive said a little
bit about the $1.2 billion that we acquired in the past.
Pipeline is very deep, the opportunities are very good. Over the last two years, weve been paying
about $0.40 on the dollar in terms of acquisitions. So, why do we want to pay more for a larger
Ill get to that in a minute. This is a strategically weve had great success in terms of
acquiring, but if we dont acquire one more facility this next year, we are well positioned to be
successful as we kind of go forward. This is not a strategy that and as you probably know, this is
not a strategy that you try to buy, you get yourself in a position you try to buy one or two, three
facilities and move the needle, this is a continuous process in terms of weve been buying three or
four facilities over a long period of time, they all keep moving forward in terms of the class of
this, that and the other, but it all incrementally improves. Youll see the result of that over our
last 10 or 12 years in terms of our earnings and revenues. This is how this has worked.
You can see that weve had good success since 1997 through 2008. Weve taken trailing EBITDA of
about 9% turned it into 14%. I wont spend a lot of time on this, but weve had good success in
terms of our acquisitions. We do have one other acquisition opportunity that weve been working on.
Some people say that we are opportunistic and we are. This is a very compelling, strategic
opportunity for us in terms of acquiring Tenet. Its a very good fit. If you remember just I
just said that in a way we think about our network being broad and deep, how important it is for us
to continue to develop our networks. Networks by the way in terms of when you think about how you
do this, its not only just a local network in a particular community for example we own a very
large facility, the Number One heart hospital in Birmingham, Alabama. We have a big orthopedic
network throughout the state. So, it can be all kinds of different combinations, it can be by
community, but it can also be statewide. This opportunity for us is that we have currently have
18 facilities in Texas. We would now have 28 for example. There is a lot of those kinds of
opportunities as we think about the future in terms of the Tenet acquisition.
There obviously is all kinds of opportunities in physician recruiting, all the things that we do
routinely, weve been doing, that weve proven that we can do it day in and day out over and over
again. We see all the opportunities here in terms of this acquisition. We think this is a very
attractive offer that we made. We had a 40% premium. Im not sure what was wrong with it, but we
were soundly rejected I think would be the way you would put that. That was the first letter. The
second letter hurt my feelings, but it has not discouraged me at all in terms of this; so were in
for the long haul, were here to stay.
Obviously, the market has spoken a lot about what the market thinks about this, very favorable,
its very unusual for a company that is trying to acquire another company for their stock to go up
as much as ours has. All the above, the Tenet shareholders should be happy. Matter of fact, Ive
gotten all these love letters from all across the country about from everybody in the industry
about thank you so much for getting the multiples up in the industry. Im probably the most
favorite son at HCA right now. So, there are a lot of those good positive things. But this is about
our shareholders and Tenet shareholders and the opportunity for both of us to create extraordinary
value over a long period of time. And this does it, and this is a real opportunity and for us when
you put it together, size is important. This would be a $22 billion company, 176 facilities. This
makes a difference as we think about the future in terms of healthcare reform.
By the way, healthcare reform, we obviously think that rational minds will prevail and that things
will not be as we see it today, but will be different as we kind of go forward. But still even with
or without healthcare reform, this is the right idea and this is the right opportunity kind of
going forward. And theres a number of states that we could go through that talk about all this.
I wont spend a lot of time on this, but this is actually a smaller acquisition when you look at it
in terms of percentage of revenue than the Triad acquisition. We feel very comfortable in terms of
our ability to manage this. We get a lot of questions around
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FINAL TRANSCRIPT
Jan. 11. 2011 / 9:30PM, CYH Community Health Systems, Inc. at JP Morgan HealthCare Conference
synergies and about all we can tell you is and this is what we always tell you is what we
have done in the past and how we performed. But if you look at what happened, the Triad facilities,
weve improved the margin about 280 basis points and we got about $275 million of synergies out of
those facilities. We think there is clear opportunity both in margin improvement and there is clear
opportunity for synergies in this acquisition going forward.
Ill be glad to talk more in detail about this at the breakout session. Ive not spoken with Tenet.
It seems like everybody in America thinks this is a good idea except Trevor and the Tenet Board.
But we have not had any conversation with them. So, if you get frustrated about this, you should
talk to them in terms of about whether or not they are interested in having a conversation. I said
this on our conference call. We announced, this is very unfortunate that we had to do this, this is
why Im apologetic for, it is not our way of doing business. But we feel so strong about this
opportunity that we couldnt get there any other way, we couldnt get to the we still havent
gotten to the table. But we couldnt get to the table any other way. Were very hopeful that sooner
or later again, rational minds will prevail and that well get an opportunity to have conversation
with them.
Im getting a lot of questions about price. The price is $6. We may be overpaying, who knows? We
have not done a due diligence on this company whatsoever. But we would love to have the opportunity
to have a conversation, maybe there is something golden here that we dont know about. But on the
other hand, maybe after someone listens to the strategic advantages and the opportunity to really
increase shareholder value here for both groups of shareholders that it might make a lot of sense
when its all said and done. So, anyway, one of the reasons that we have the ability to do this is
the fact that we have a very strong management team, we used to put specific numbers up here, we
started using pluses when I went over 29, but this is a group thats been together for a very long
time, over 30 years. Weve only lost one executive as you probably know over the last few years and
were proud of the fact that we lost this executive to HMA and that he became the CEO of HMA
because we think its good for the industry to have good sound solid operators within the industry
and hes doing a great job and were appreciative for that.
We do have a very strong Board and a very determined Board by the way that are absolutely 100%
behind the opportunity in terms of Tenet and are determined to see this out to the end. By the way,
just in case some of you who cant get into the breakout session, we will propose a slate of
officers here very shortly and were determined to take this to the end in terms of their vote.
Maybe the Tenet directors might be more interested in having conversation if they think theres any
possibility that theres a vote on this anytime in the future.
So, anyway, just quickly and Im running out of time of course, as usual, but again, we obviously
and just to demonstrate the fact that we have consistent earnings, our admissions have been up 20%
compounded annually, 3.6% year-over-year in 2009. Our consolidated admissions for the
year-to-date September decreased about 0.5 percentage point, is pretty consistent in terms of the
industry. Consolidated adjusted admissions were up 1.7%. If you look at year-to-date in terms of
our net revenues up 6.3%, consolidated revenue per adjusted admissions up 4.5%, net revenue
year-to-date, as I said earlier, is up about 6.3%.
Weve had 37 out of the last 41 quarters that weve had double-digit revenue growth, which is
pretty consistent with our performance and the way that we do business. The other thing I guess is
that over the last ten years weve had ten straight years of double-digit revenue growth, and in
90% of our quarters, weve improved our same store margins. So, we have a very sound operating
strategy. It works, it continues to works, it will continue to work.
Just in terms of our payor mix, its a very favorable payor mix as you can see. Weve had good
success in terms of the way we think about our payor mix and the work that weve done on this. We
are getting about 5% to 7% in terms of our rate increases now, thats about what weve gotten
through the years for some reason, but it has to do strategically in terms of having an extra
element in the formula here that we have. A number of hospitals, where we are the sole provider. If
you want to contract with us in a particular State, you have to contract with us throughout the
State if thats the particular issue. Weve really not had any issues in terms of contracting at
all. We have over 5,500 contracts, we deal with it very standardized, centralized. We negotiate
wherever and whatever way we think is strategic to our advantage.
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FINAL TRANSCRIPT
Jan. 11. 2011 / 9:30PM, CYH Community Health Systems, Inc. at JP Morgan HealthCare
Conference
Again, you can see very quickly in terms of revenue growth, the same store results over the
last number of years. Our AR days are at 47. Our bad debt is about 12.1%. Weve had good success in
terms of how we manage our front-end collections. All these processes have worked extremely well
for us. Again, this is the reason that we think that we have a very broad and strong platform and a
huge number of well experienced operators to manage whatever their opportunity might be as we
cannot think about the future. I dont want to bore you with bad debt.
I want to get to the balance sheet real quickly because wed like to think of ourselves as people
who are risk adverse, thats how weve built this platform by being in 29 states and having revenue
spread out across the states, but when you say youve got $9 billion worth of debt, its hard for
people to understand that you are risk adverse. But we dont have any calls on our debt to 2014 or
2015. We just did an amend and extend. We currently have $576 million or $568 million worth of cash on hand
at the end of the third quarter. We have a $600 million revolver or another if we were to do an
AR securitization, another $300 million. We got plenty of cushion. Our debt-to-cap is in the right
area in terms of its 80.7%. Our debt-to-EBITDA is 5.
So, we think we are very comfortable with where we are in terms of our debt, but can we take on
more debt and do we have the opportunity to do that and does that help us? Even believe it or not
in terms of this opportunity helps us deleverage as well because the cash that is generated through
this even makes it easier after the first year or two to pay down more debt going forward. We have
experience obviously, this is our deleveraging chart that weve had in place for a long, long time.
We have been more levered than we are today. Weve been less levered than we are today and we have
gotten through this by doing all kinds of things as you might expect, but the best way is for us to
operate and continue to perform, but we can also use all the financial tools that we need in terms
of converts and equity and all those constants if necessary, as we think about deleveraging.
One of the things that we are pretty proud of is the fact that we do have over $1 billion worth of
cash flow. Thats our guidance for the years, right around $1 billion, $1.1 billion. We continue to
improve in terms of our cash flow, so this is a strong operating company as you can see. And this
is probably the most important slide when its all said and done. Weve had 13 years, not quarters,
years of topline growth of over 26%, EBITDA over 23%. We have a very strong operating platform. We
have performed, as I said earlier, we have had a huge number of quarters. We have not missed the
last four out of nine quarters or anything like that if you heard of companies that have done that.
We have not been one of those when its all said and done. We put out our guidance for 2011, which
takes us from on an EPS basis $2.90 to $3.00 up to $3.15 to $3.25. And again, well talk more in
detail about that when we put out our fourth quarter earnings in February.
So when you think about us, we think we have a very clear executable strategy, is predictable, is
sustainable, as weve proven over the last ten years. We are in great markets, we are in very good
markets as we think about attractive markets. We have strong organic growth opportunities as we
look to the future. There is opportunity to expand within our markets both from a market share
standpoint and from an intensity standpoint. We have not had 26 straight quarters of losing a
commercial insurance admissions either by the way, in case I forget to say that. We have a strong
asset base that we still dont think is matured as you think about our if you look at our
acquisitions over the last number of years we still have a huge opportunity in improving those and
definitely we have a proven operating formula and strategy that works with consistent financial
performance and margin improvement. So, as we think about the future, we think primarily around
strategically how we improve and enhance the opportunity for us in terms of market share
opportunity, intensity opportunity, acquisition opportunities and we have a platform that works for
us to be able to assimilate more and do more.
So, with that I very much appreciate your attention this afternoon and well see you at the
breakout session. And I made it right on time. Thank you very much.
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FINAL TRANSCRIPT
Jan. 11. 2011 / 9:30PM, CYH Community Health Systems, Inc. at JP Morgan HealthCare
Conference
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