Item 1.01 Entry into a Material Definitive Agreement.
Issuance of $5,000,000,000 aggregate principal amount of senior secured notes
Overview
On June 12, 2019, HCA Inc. (the
Issuer), a direct, wholly owned subsidiary of HCA Healthcare, Inc. (the Parent Guarantor), completed the public offering of $5,000,000,000 aggregate principal amount of its senior secured notes, consisting of
(i) $2,000,000,000 aggregate principal amount of 4
1
⁄
8
% Senior Secured Notes due 2029 (the 2029 Notes), (ii) $1,000,000,000 aggregate principal
amount of 5
1
⁄
8
% Senior Secured Notes due 2039 (the 2039 Notes) and (iii) $2,000,000,000 aggregate principal amount of 5
1
⁄
4
% Senior Secured Notes due 2049 (the 2049 Notes and, together with the 2029 Notes and the 2039 Notes, the Notes), each guaranteed on a senior
unsecured basis by the Parent Guarantor and on a senior secured basis by certain of the Issuers subsidiaries (together with the Parent Guarantor, the Guarantors). The Notes have been registered under the Securities Act of 1933, as
amended (the Securities Act), pursuant to the Issuers and the Guarantors shelf registration statement on
Form S-3,
filed on August 9, 2018 (File
No. 333-226709)
(the Registration Statement), as supplemented by the prospectus supplement dated June 5, 2019, previously filed with the Securities and Exchange Commission under the
Securities Act.
On June 12, 2019, the Notes were issued pursuant to an Indenture, dated as of August 1, 2011 (the Base Indenture),
among the Issuer, the Parent Guarantor, Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as trustee (the Trustee), and Deutsche Bank Trust Company Americas, as registrar, paying agent and transfer agent
(the Registrar), as amended and supplemented by (i) the Supplemental Indenture No. 23, dated as of June 12, 2019, among the Issuer, the Guarantors, the Trustee and the Registrar, relating to the 2029 Notes (together with
the Base Indenture, the 2029 Notes Indenture), (ii) the Supplemental Indenture No. 24, dated as of June 12, 2019, among the Issuer, the Guarantors, the Trustee and the Registrar, relating to the 2039 Notes (together with
the Base Indenture, the 2039 Notes Indenture), and (iii) the Supplemental Indenture No. 25, dated as of June 12, 2019, among the Issuer, the Guarantors, the Trustee and the Registrar, relating to the 2049 Notes (together
with the Base Indenture, the 2049 Notes Indenture and, together with the 2029 Notes Indenture and the 2039 Notes Indenture, the Indentures).
Net proceeds from the offering of the Notes, after deducting underwriter discounts and estimated offering expenses, are estimated to be approximately
$4.905 billion. The Issuer intends to use the net proceeds from the offering of the Notes for general corporate purposes and the redemption of all $600 million outstanding aggregate principal amount of the Issuers existing 4.25%
Senior Secured Notes due 2019, all $3.000 billion outstanding aggregate principal amount of the Issuers existing 6.50% Senior Secured Notes due 2020 and all $1.350 billion outstanding aggregate principal amount of the Issuers
existing 5.875% Senior Secured Notes due 2022.
The following is a brief description of the terms of the Notes and the Indentures.
Maturity and Interest Payment Dates
The 2029 Notes will
mature on June 15, 2029, the 2039 Notes will mature on June 15, 2039 and the 2049 Notes will mature on June 15, 2049. Interest on the Notes will be payable semi-annually, on June 15 and December 15 of each year, commencing
on December 15, 2019, to holders of record on the preceding June 1 and December 1, as the case may be.
Ranking
The Notes are the Issuers senior secured obligations and: (i) rank senior in right of payment to any of its existing and future subordinated
indebtedness, (ii) rank equally in right of payment with any of its existing and future senior indebtedness, (iii) are effectively senior in right of payment to any unsecured indebtedness to the extent of the collateral securing the Notes,
(iv) are effectively equal in right of payment with indebtedness under its cash flow credit facility and the existing first lien notes to the extent of the collateral securing such indebtedness, (v) are effectively subordinated in right of
payment to all indebtedness under its asset-based revolving credit facility to the extent of the shared collateral securing such indebtedness, and (vi) are structurally subordinated in right of payment to all existing and future indebtedness
and other liabilities of its
non-guarantor
subsidiaries (other than indebtedness and liabilities owed to it or one of its subsidiary guarantors).