Summary
This 8-K filing by HCA Healthcare, Inc. (HCA) on December 8, 2014, primarily announces a significant share repurchase agreement and a related change in its board of directors. The company entered into an agreement to repurchase approximately 7.6 million shares of its common stock from affiliates of Bain Capital Investors, LLC, at a price of $73.26 per share. This transaction is funded under the company's existing $1.0 billion share repurchase program, leaving $917.0 million available for future repurchases. The repurchase also triggers a consequence of the company's Stockholders' Agreement, leading to the resignation of Mr. Stephen G. Pagliuca from HCA's board of directors and its Patient Safety and Quality of Care Committee, effective December 31, 2014. Mr. Pagliuca was a designee of Bain Capital. These events indicate a shift in the relationship and ownership influence between HCA and Bain Capital.
Key Highlights
- 1HCA Holdings, Inc. entered into a Share Repurchase Agreement on December 5, 2014, to buy back 7,612,921 shares of common stock.
- 2The shares are being repurchased from affiliates of Bain Capital Investors, LLC.
- 3The purchase price per share is $73.26, representing the closing price on December 5, 2014, less a 1% discount.
- 4This repurchase is part of HCA's previously authorized $1.0 billion share repurchase program, with $917.0 million remaining under the program after this transaction.
- 5As a result of the share repurchase and existing agreements, Stephen G. Pagliuca will resign from HCA's Board of Directors and its Patient Safety and Quality of Care Committee, effective December 31, 2014.
- 6Mr. Pagliuca's departure is due to him being a designee of Bain Capital, as stipulated in the Stockholders' Agreement.