Summary
HCA Healthcare, Inc. (HCA) filed an 8-K on February 16, 2012, to report the completion of a public offering of $1.35 billion in 5.875% Senior Secured Notes due 2022. The proceeds from this offering are intended for general corporate purposes, which may include the repayment of existing debt or the financing of a special cash dividend payable to shareholders. These notes are guaranteed by the Parent Guarantor (HCA Holdings, Inc.) and certain subsidiaries. The notes are secured by first-priority liens on specific assets, ranking pari passu with existing first lien notes and cash flow credit facilities, but are effectively subordinated to the asset-based revolving credit facility and senior secured European term loan facility to the extent of shared collateral. Notably, the collateral securing these notes will be released if the notes achieve investment grade ratings from both Moody's and S&P, or if the collateral is released from the senior secured credit facilities.
Key Highlights
- 1Completion of a $1.35 billion public offering of 5.875% Senior Secured Notes due 2022.
- 2Net proceeds estimated at approximately $1.333 billion after expenses.
- 3Proceeds are earmarked for general corporate purposes, including potential debt repayment or financing a special cash dividend.
- 4Notes are guaranteed by HCA Holdings, Inc. and certain subsidiaries.
- 5Notes are secured by first-priority liens on specific assets, ranking pari passu with existing first lien notes and cash flow credit facilities.
- 6Collateral release provisions are tied to investment grade ratings or release from senior secured credit facilities.
- 7The filing details various intercreditor agreements governing the collateral sharing arrangements.