Universal Health Services, Inc. filed an 8-K on August 13, 2026, reporting that on August 11, 2026, it entered into an underwriting agreement for the issuance and sale of $1,100,000,000 aggregate principal amount of senior secured notes in two tranches.

Key Highlights

  • Two-tranche offering: $600,000,000 of 5.500% Senior Secured Notes due 2031 and $500,000,000 of 6.000% Senior Secured Notes due 2036.
  • Total deal size: $1,100,000,000 aggregate principal amount of senior secured notes.
  • Underwriting team: J.P. Morgan Securities LLC, BofA Securities, Inc., Truist Securities, Inc., U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC served as representatives of the underwriters.
  • Subsidiary guarantees: The notes will be guaranteed on a senior secured basis by existing and future direct and indirect subsidiaries that guarantee the company's senior secured credit facility or other first lien or junior lien obligations.
  • Proceeds use: Affiliates of certain underwriters will receive a portion of proceeds from repayment of outstanding borrowings under the company's revolving credit facility; certain underwriters may also hold the company's 1.650% Senior Secured Notes due 2026 and may receive proceeds from the transactions.
  • Talkspace connection: J.P. Morgan Securities LLC is acting as the company's financial advisor in connection with the company's proposed acquisition of Talkspace, Inc., according to the filing.

Universal Health Services Enters $1.1B Notes Underwriting Agreement

According to the 8-K filed with the SEC on August 13, 2026, Universal Health Services, Inc. (NYSE:UHS), headquartered in King of Prussia, Pennsylvania, entered into an underwriting agreement on August 11, 2026, for the issuance and sale of two tranches of senior secured notes. The first tranche consists of $600,000,000 aggregate principal amount of 5.500% Senior Secured Notes due 2031, and the second tranche consists of $500,000,000 aggregate principal amount of 6.000% Senior Secured Notes due 2036.

The filing states that the notes will be issued and sold pursuant to the company's Registration Statement on Form S-3 (File No. 333-282135), as amended by Post-Effective Amendment No. 1 filed with the SEC on August 7, 2026, including the prospectus dated September 16, 2024, and a related prospectus supplement dated August 11, 2026, as filed with the SEC on August 13, 2026. The company disclosed that the underwriting agreement includes "customary representations, warranties and covenants" by the issuer and the subsidiary guarantors, as well as customary indemnification and contribution provisions.

The filing also discloses that JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, acts as a joint lead arranger and administrative agent under the company's senior secured credit facility. Affiliates of certain 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 company's revolving credit facility and tranche A term loan facilities. The 8-K was signed by Steve Filton, Executive Vice President and Chief Financial Officer.

What Was Disclosed

Universal Health Services reported entering into an underwriting agreement for $1.1 billion in senior secured notes across two tranches, with subsidiary guarantees and proceeds earmarked in part for repayment of revolving credit facility borrowings, as described in the August 13, 2026 filing.