8-KMaterial AgreementsFinancial EventsExhibits & Filings

HCA Healthcare, Inc. 8-K Report, Material Agreement (Feb 8, 2006)

Filed February 8, 2006For Securities:HCA

Summary

HCA Healthcare, Inc. (HCA) filed an 8-K on February 7, 2006, to report the closing of a significant debt offering. The company successfully issued $1 billion in aggregate principal amount of 6.500% Notes due 2016. The net proceeds from this offering, estimated at approximately $984 million after underwriting discounts and expenses, are earmarked for repaying outstanding amounts under its existing $1 billion short-term loan facility and reducing borrowings under its $2.5 billion revolving credit facility. This move indicates HCA's strategy to refinance short-term debt with longer-term obligations and manage its leverage. The issuance of these senior unsecured notes, maturing in 10 years, signifies a material definitive agreement and the creation of a direct financial obligation for the company. The notes are registered under a previously filed Form S-3 shelf registration statement. Investors should note that affiliates of some underwriters are also lenders under HCA's existing credit facilities, a common practice in such transactions.

Key Highlights

  • 1HCA Healthcare, Inc. completed a public offering of $1 billion in 6.500% Notes due 2016.
  • 2The offering closed on February 8, 2006.
  • 3Net proceeds of approximately $984 million will be used to repay outstanding amounts under a $1 billion short-term loan facility.
  • 4A portion of the proceeds will also be used to pay down amounts advanced under the company's $2.5 billion revolving credit facility.
  • 5The Notes are senior unsecured obligations and rank equally with other unsecured senior indebtedness.
  • 6The Notes mature on February 15, 2016, with interest paid semi-annually.
  • 7The offering was conducted under a previously filed shelf registration statement on Form S-3.

Frequently Asked Questions

This 8-K filing announces the successful closing of HCA Healthcare's $1 billion debt offering, specifically the issuance of 6.500% Notes due 2016, and details the use of the net proceeds.

HCA intends to use the net proceeds of approximately $984 million to repay outstanding amounts under its existing $1 billion short-term loan facility and to reduce borrowings under its $2.5 billion revolving credit facility.

The notes carry a 6.500% interest rate and mature on February 15, 2016. They are senior unsecured obligations of HCA and will not have a sinking fund. Interest payments are scheduled for February 15 and August 15 of each year.

The filing notes that certain underwriters and their affiliates have provided, and may continue to provide, financial services to HCA. Additionally, affiliates of some underwriters are lenders under HCA's existing credit facilities. These relationships are described as being in the ordinary course of business and receiving customary compensation.