Summary
This 8-K filing from HCA Healthcare, Inc. (HCA) on July 24, 2006, announces a significant definitive agreement to be acquired. HCA has entered into a Merger Agreement with Hercules Holding II, LLC, a holding company owned by private investment funds affiliated with Bain Capital Partners, Kohlberg Kravis Roberts & Co. L.P., and Merrill Lynch Global Private Equity. The transaction will be structured as a merger where HCA will become a wholly-owned subsidiary of the acquiring entity. Under the terms of the agreement, HCA shareholders will receive $51.00 in cash for each share of common stock. The deal has been unanimously approved by HCA's Board of Directors, following the recommendation of a Special Committee of disinterested directors. The filing also outlines a "go-shop" period, allowing HCA to solicit competing proposals until September 12, 2006, with specific provisions for "Excluded Parties" thereafter. The parties anticipate closing the transaction in the fourth quarter of 2006, with financing commitments in place.
Key Highlights
- 1HCA Healthcare, Inc. has entered into a definitive agreement to be acquired by Hercules Holding II, LLC, a consortium of private equity firms.
- 2The acquisition price is $51.00 per share in cash for all outstanding common stock.
- 3The transaction is structured as a merger, making HCA a wholly-owned subsidiary of the acquiring entity.
- 4The deal was approved by HCA's Board of Directors based on the recommendation of a Special Committee of independent directors.
- 5HCA has a "go-shop" period until September 12, 2006, to solicit superior competing offers.
- 6Financing for the transaction is fully committed and not subject to a financing condition.
- 7The expected closing date for the merger is the fourth quarter of 2006.