EX-99.3 8 d391216dex993.htm EX-99.3

Exhibit 99.3

UNIVERSAL HEALTH SERVICES, INC.

OFFER TO EXCHANGE ITS

$700,000,000 Principal Amount of its 1.650% Senior Secured Notes due 2026

(CUSIP No. 913903AZ3),

$800,000,000 Principal Amount of its 2.650% Senior Secured Notes due 2030

(CUSIP No. 913903AW0), and

$500,000,000 Principal Amount of its 2.650% Senior Secured Notes due 2032

(CUSIP No. 913903BA7)

that have been registered under the Securities Act of 1933, as amended (the “Securities Act”),

FOR AN EQUAL PRINCIPAL AMOUNT OF ITS

1.650% Senior Secured Notes due 2026 (CUSIP Nos. 913903 AX8 and U91477 AF3),

2.650% Senior Secured Notes due 2030 (CUSIP Nos. 913903 AV2 and U91477 AE6), and

2.650% Senior Secured Notes due 2032 (CUSIP Nos. 913903 AY6 and U91477 AG1)

that were issued and sold in transactions exempt from registration under the Securities Act

The exchange offer and withdrawal rights will expire at 5:00 p.m., New York City time, on (the “Expiration Date”) unless extended.

To Our Clients:

Enclosed for your consideration is a prospectus dated and the related letter of transmittal and instructions thereto in connection with the offer (the “Exchange Offer”) of Universal Health Services, Inc., a Delaware corporation (“UHS”), to exchange the above-referenced notes registered under the Securities Act (the “Exchange Notes”) for a like principal amount the above-referenced outstanding unregistered notes (the “Original Notes”), upon the terms and subject to the conditions set forth in the prospectus and the letter of transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the prospectus.

We are the registered holder of Original Notes held by us for your account. A tender of any such Original Notes can be made only by us as the registered holder and pursuant to your instructions. The letter of transmittal is furnished to you for your information only and cannot be used by you to tender Original Notes held by us for your account.

Accordingly, we request instructions as to whether you wish us to tender any or all such Original Notes held by us for your account pursuant to the terms and conditions set forth in the prospectus and the letter of transmittal. We urge you to read the prospectus and the letter of transmittal carefully before instructing us to tender your Original Notes.

Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Original Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on , unless extended. Original Notes tendered pursuant to the Exchange Offer may be withdrawn only under the circumstances described in the prospectus and the letter of transmittal.

Your attention is directed to the following:

1. The Exchange Offer is for the entire aggregate principal amount of Original Notes.

2. Consummation of the Exchange Offer is conditioned upon the terms and conditions set forth in the prospectus under the captions “The Exchange Offer—Terms of the Exchange Offer” and “The Exchange Offer—Conditions to the Exchange Offer.”

3. Tendering holders may withdraw their tender at any time until 5:00 p.m., New York City time, on the Expiration Date.

4. Any transfer taxes incident to the transfer of Original Notes from the tendering holder to UHS will be paid by UHS, except as provided in the prospectus and the instructions to the letter of transmittal.

5. The Exchange Offer is not being made to, nor will the surrender of Original Notes for exchange be accepted from or on behalf of, holders of Original Notes in any jurisdiction in which the Exchange Offer or acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

6. The acceptance for exchange of Original Notes validly tendered and not withdrawn and the issuance of Exchange Notes will be made as soon as practicable after the Expiration Date.

7. UHS expressly reserves the right, in its reasonable discretion and in accordance with applicable law, (a) to delay accepting any Original Notes, (b) to terminate the Exchange Offer and not accept any Original Notes for exchange if it determines that any of the conditions to the Exchange Offer, as set forth in the prospectus, have not occurred or been satisfied, (c) to extend the Expiration Date of the Exchange Offer and retain all Original Notes tendered in the Exchange Offer other than those notes properly withdrawn, or (iv) to waive any condition or to amend the terms of the Exchange Offer in any manner. In the event of any extension, delay, non-acceptance, termination, waiver or amendment, UHS will as promptly as practicable give oral or written notice of the action to the exchange agent and make a public announcement of such action. In the case of an extension, such announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

8. Consummation of the Exchange Offer may have adverse consequences to non-tendering Original Note holders, including that the reduced amount of Original Notes as a result of the Exchange Offer may adversely affect the trading market, liquidity and market price of the Original Notes.

9. If you wish to have us tender any or all of the Original Notes held by us for your account, please so instruct us by completing, executing and returning to us the instruction form that follows.

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UNIVERSAL HEALTH SERVICES, INC.

OFFER TO EXCHANGE ITS

$700,000,000 Principal Amount of its 1.650% Senior Secured Notes due 2026

(CUSIP No. 913903AZ3),

$800,000,000 Principal Amount of its 2.650% Senior Secured Notes due 2030

(CUSIP No. 913903AW0), and

$500,000,000 Principal Amount of its 2.650% Senior Secured Notes due 2032

(CUSIP No. 913903BA7)

that have been registered under the Securities Act of 1933, as amended (the “Securities Act”),

FOR AN EQUAL PRINCIPAL AMOUNT OF ITS

1.650% Senior Secured Notes due 2026 (CUSIP Nos. 913903 AX8 and U91477 AF3),

2.650% Senior Secured Notes due 2030 (CUSIP Nos. 913903 AV2 and U91477 AE6), and

2.650% Senior Secured Notes due 2032 (CUSIP Nos. 913903 AY6 and U91477 AG1)

that were issued and sold in transactions exempt from registration under the Securities Act

THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF YOUR LETTER AND THE ENCLOSED DOCUMENTS REFERRED TO THEREIN RELATING TO THE EXCHANGE OFFER OF UNIVERSAL HEALTH SERVICES, INC. WITH RESPECT TO THE ORIGINAL NOTES.

THIS WILL INSTRUCT YOU WHETHER TO TENDER THE PRINCIPAL AMOUNT OF ORIGINAL NOTES INDICATED BELOW HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED PURSUANT TO THE TERMS OF AND CONDITIONS SET FORTH IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.

| ☐ | Please tender the Original Notes held by you for my account, as indicated below.

| ☐ | Please do not tender any Outstanding Notes held by you for my account.

Type |  | Aggregate Principal Amount Held for Account of Holder(s) |  |  | Principal Amount to be Tendered* |
1.650% Senior Secured Notes due 2026 |  |  |  |  |  |  |  |
2.650% Senior Secured Notes due 2030 |  |  |  |  |  |  |  |
2.650% Senior Secured Notes due 2032 |  |  |  |  |  |  |  |

* | UNLESS OTHERWISE INDICATED, SIGNATURE(S) HEREON BY BENEFICIAL OWNER(S) SHALL CONSTITUTE AN INSTRUCTION TO THE NOMINEE TO TENDER ALL OUTSTANDING NOTES OF SUCH BENEFICIAL OWNER(S).

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|  | SIGN HERE |  |
|  | Signature(s): |  |
|  | Please print name(s): |  |
|  | Address: |  |
|  | Area Code and Telephone Number: |  |
|  | Tax Identification or Social Security Number: |  |
|  | My Account Number with You: |  |
|  | Date: |  |

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