Item 1.01 Entry into a Material Definitive Agreement.
Amendment and Restatement of Cash Flow Credit Agreement
On June 28, 2017, HCA Inc. (the
Company
), a direct wholly-owned subsidiary of HCA Healthcare, Inc., entered into a
Restatement Agreement (the
Cash Flow Restatement Agreement
), by and among the Company, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent, to the Credit
Agreement, dated as of November 17, 2006, as amended and restated as of May 4, 2011 and as further amended and restated as of February 26, 2014 and as further supplemented as of June 10, 2015, March 18, 2016, August 15,
2016, February 15, 2017 and March 20, 2017 (the
Cash Flow Credit Agreement
).
The Cash Flow Restatement
Agreement, among other things, (i) extends the maturity date of the revolving credit commitments made pursuant to the Companys $2.0 billion senior secured revolving credit facility to June 28, 2022 and (ii) amends the
incremental facility provisions to permit the incurrence of additional incremental credit facilities in an aggregate principal amount of $1.5 billion, when taken together with incremental credit facilities incurred under the ABL Credit
Agreement (as defined below). The interest margins and fees for all loans, and maturity date with respect to the term loans under the Cash Flow Credit Agreement, remain unchanged.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Cash Flow Restatement
Agreement, a copy of which is filed as Exhibit 4.1 hereto and incorporated herein by reference.
Amendment and Restatement of ABL Credit Agreement
On June 28, 2017, the Company entered into a Restatement Agreement (the
ABL Restatement Agreement
), by and
among the Company, certain subsidiary borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent, to the Credit Agreement, dated as of September 30, 2011, as amended and restated
as of March 7, 2014 (the
ABL Credit Agreement
).
The ABL Restatement Agreement, among other things,
(i) increases the commitments to make loans pursuant to the Companys senior secured asset based revolving credit facility (the
ABL Facility
) from $3.25 billion to $3.75 billion, (ii) extends the maturity
date of the revolving credit commitments made pursuant to the ABL Facility to June 28, 2022, (iii) amends the incremental facility provisions to permit the incurrence of additional incremental credit facilities in an aggregate principal amount
of $1.5 billion, when taken together with incremental credit facilities incurred under the Cash Flow Credit Agreement and (iv) provides that the commitment fee for unutilized commitments under the ABL Facility shall be 0.250% per annum.
The interest margins with respect to the loans incurred under the ABL Credit Agreement remain unchanged.
The foregoing description does
not purport to be complete and is qualified in its entirety by reference to the ABL Restatement Agreement, a copy of which is filed as Exhibit 4.2 hereto and incorporated herein by reference.