Item 1.01 Entry into a Material Definitive Agreement.
Issuance of $500,000,000 aggregate principal amount of senior notes
Overview
On January 22, 2019, HCA Inc. (the
Issuer), a direct, wholly owned subsidiary of HCA Healthcare, Inc. (the Parent Guarantor), completed the public offering of $500,000,000 aggregate principal amount of its 5.625% Senior Notes due 2028 (the New 2028
Notes), guaranteed on a senior unsecured basis by the Parent Guarantor. The New 2028 Notes have been registered under the Securities Act of 1933, as amended (the Securities Act), pursuant to the Issuers and the Parent
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 January 17, 2019, previously filed with the Securities and Exchange Commission under the Securities Act.
On January 22, 2019, the New 2028 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 the Supplemental Indenture No. 20 (the Twentieth Supplemental Indenture), dated as of August 23, 2018, among the Issuer, the Parent Guarantor, the Trustee and the
Registrar, and as further supplemented by the Supplemental Indenture No. 21, dated as of January 22, 2019, among the Issuer, the Parent Guarantor, the Trustee and the Registrar (together with the Base Indenture and the Twentieth
Supplemental Indenture, the Indenture).
The New 2028 Notes represent a further issuance of the Issuers 5.625% Senior Notes due 2028, of
which $1,000,000,000 aggregate principal amount was issued on August 23, 2018 (the Existing 2028 Notes). The New 2028 Notes have identical terms with the Existing 2028 Notes, other than their issue date and public offering price.
The New 2028 Notes and the Existing 2028 Notes are treated as a single series for all purposes under the Indenture, including notices, consents, waivers, amendments, redemptions and any other action permitted under the Indenture. The New 2028 Notes
have the same CUSIP and ISIN numbers as, and vote together and are fungible with, the Existing 2028 Notes.
The following is a brief description of the
terms of the New 2028 Notes and the Indenture.
Maturity and Interest Payment Dates
The New 2028 Notes will mature on September 1, 2028. Interest on the New 2028 Notes will be payable semi-annually, on March 1 and September 1 of
each year, commencing on March 1, 2019, to holders of record on the preceding February 15 or August 15, as the case may be. Interest will accrue on the New 2028 Notes from August 23, 2018, the date of the original issuance of the
Existing 2028 Notes.