UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 21, 2011 (September 15, 2011)
HCA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
(State or other jurisdiction
of incorporation)
|
|
001-11239
(Commission File Number)
|
|
27-3865930
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
One Park Plaza
Nashville, Tennessee
(Address of principal executive
offices)
|
|
|
|
37203
(Zip Code)
|
(615) 344-9551
Registrants telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
|
|
|
o
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
o
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
o
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
o
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 1.01 Entry into a Material Definitive Agreement
As previously announced, on September 15, 2011, HCA Holdings, Inc. (the
Company
)
entered into an agreement (the
Share Repurchase Agreement
) to repurchase 80,771,143
shares of its common stock beneficially owned by affiliates of Bank of America Corporation (the
Shares
) at a purchase price of $18.61 per share, the closing price of the Companys
common stock on the New York Stock Exchange on September 14, 2011 (the
Share Repurchase
).
The Share Repurchase was completed on September 21, 2011 and was financed using a combination of
cash on hand and borrowings under available credit facilities. The Shares represent approximately
15.6% of the Companys total shares outstanding.
In connection with the Share Repurchase, on September 21, 2011, the Company and certain of its
investors entered into an amendment (the
Amendment
) to the Stockholders Agreement, dated
as of March 9, 2011 (the
Stockholders Agreement
). The Stockholders Agreement generally
provides for certain rights, obligations and agreements of affiliates of, or funds sponsored by,
Bain Capital Partners, LLC (
Bain
), Kohlberg Kravis Roberts & Co. L.P. (
KKR
),
BAML Capital Partners, formerly Merrill Lynch Global Private Equity, and an affiliate of Bank of
America Corporation (
BAML
), and Company founder Dr. Thomas F. Frist, Jr. (the
Frist
Entities
and, together with Bain, KKR and BAML, the
Investors
), as holders of the
Companys common stock through their investment in Hercules Holding II, LLC. Pursuant to the
Amendment, all of the BAML Investors were released and removed as parties to the Stockholders
Agreement and ceased to be entitled to any rights, or be subject to any obligations, thereunder.
The foregoing description of the Share Repurchase Agreement and the Amendment do not purport
to be complete and are qualified in their entirety by reference to the Share Repurchase Agreement
and the Amendment, copies of which are filed, respectively, as Exhibits 10.1 and 10.2 hereto and
are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
On September 21, 2011, effective with the consummation of the Share Repurchase, Messrs.
Birosak, Forbes and Thorne, each of whom served on the Companys board of directors as designees of
BAML pursuant to the Stockholders Agreement, stepped down from the board and from all committees
of which they were members. In connection with these resignations, the Companys board of
directors reduced the number of directors comprising its board from fifteen to twelve.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
|
|
|
Exhibit No.
|
|
Description
|
10.1
|
|
Share Repurchase Agreement, dated September 15, 2011, between
HCA Holdings, Inc. and ML Global Private Equity Fund, L.P. and
ML HCA Co-Invest, L.P.
|
|
|
|
10.2
|
|
Amendment, dated as of September 21, 2011, to the
Stockholders Agreement, dated as of March 9, 2011
|
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
HCA HOLDINGS, INC.
(Registrant)
|
|
|
By:
|
/s/ John M. Franck II
|
|
|
|
John M. Franck II
|
|
|
|
Vice President-Legal & Corporate Secretary
|
|
|
Date: September 21, 2011
4
INDEX TO EXHIBITS
|
|
|
Exhibit No.
|
|
Description
|
10.1
|
|
Share Repurchase Agreement, dated September 15, 2011, between
HCA Holdings, Inc. and ML Global Private Equity Fund, L.P. and
ML HCA Co-Invest, L.P.
|
|
|
|
10.2
|
|
Amendment, dated as of September 21, 2011, to the
Stockholders Agreement, dated as of March 9, 2011
|
5
EXHIBIT 10.1
SHARE REPURCHASE AGREEMENT
THIS SHARE REPURCHASE AGREEMENT (this
Agreement
) is made and entered into as of this
15th day of September, 2011, by and between ML Global Private Equity Fund, L.P. and ML HCA
Co-Invest, L.P. (collectively, the
Sellers
) and HCA Holdings, Inc., a Delaware
corporation (the
Purchaser
).
RECITALS
WHEREAS, after due consideration the board of directors of the Purchaser has approved the
Repurchase Transaction (as defined below) and related transactions that may be required in
connection with the Repurchase Transaction.
WHEREAS, the Sellers desire to sell shares beneficially owned by them of common stock, par
value $0.01 per share, of the Purchaser (
Common Shares
) to the Purchaser and the
Purchaser desires to purchase Common Shares from the Sellers, on the terms and conditions set forth
in this Agreement (the
Repurchase Transaction
).
WHEREAS, at or prior to the Closing Date (as defined below), the Sellers will receive a
distribution of the Common Shares to be sold in the Repurchase Transaction from Hercules Holding
II, LLC, a Delaware limited liability company (
Hercules
), resulting from the Sellers
interests in Hercules (the
Distribution
).
WHEREAS, the Coordination Committee of Hercules has approved the Distribution as required in
accordance with the Amended and Restated Limited Liability Company Agreement of Hercules, dated as
of November 17, 2006, as amended (the
Approval
).
NOW, THEREFORE, in consideration of the premises and the agreements set forth below, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
ARTICLE I
SALE AND PURCHASE OF COMMON SHARES
Section 1.1
Purchase
. Subject to the terms and conditions of this Agreement, on
September 21, 2011 or such date as prescribed in Section 1.2 hereof (in each case, the
Closing
Date
), the Sellers shall sell, assign, transfer, convey and deliver to the Purchaser, and the
Purchaser shall purchase, acquire and accept from the Sellers, 80,771,143 Common Shares (the
Shares
), as shown in further detail in
Schedule A
hereto. The purchase price for
the shares shall be $18.61 per share, resulting in a total purchase price of $1,503,150,971.23 (the
Purchase Price
).
Section 1.2
Closing
. On the Closing Date, the Sellers shall deliver or cause to be
delivered to the Purchaser all of the Sellers right, title and interest in and to the Shares by an
appropriate method reasonably agreed to by the Purchaser and the Sellers, together, in each case,
with all documentation reasonably necessary to transfer to Purchaser right, title and interest in
and to the Shares. On the Closing Date, the Purchaser shall pay to the Sellers the Purchase Price
in cash by wire transfer of immediately available funds in accordance with the wire transfer
instructions provided by the Sellers to the Purchaser. In no case shall the Closing Date occur
prior to the first business day after which the Sellers have received the Shares pursuant to the
Distribution.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Each Seller hereby makes the following representations and warranties to the Purchaser as to
itself, each of which is true and correct on the date hereof and the Closing Date and shall survive
the Closing Date.
Section 2.1
Existence and Power
.
(a) Seller has the power, authority and capacity to execute and deliver this
Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated
hereby.
(b) Subject to receipt of the Approval, the execution and delivery of this Agreement
by Seller and the consummation by the Seller of the transactions contemplated hereby (i) do not
require the consent, approval, authorization, order, registration or qualification of, or (except
for filings pursuant to Section 16 or Regulation 13D under the Securities Exchange Act of 1934)
filing with, any governmental authority or court, or body or arbitrator having jurisdiction over
the Sellers; and (ii) except as would not have an adverse effect on the ability of Seller to
consummate the transactions contemplated by this Agreement, do not and will not constitute or
result in a breach, violation or default under any note, bond, mortgage, deed, indenture, lien,
instrument, contract, agreement, lease or license, whether written or oral, express or implied, to
which such Seller is a party or with the Sellers organizational documents, or any statute, law,
ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court,
administrative or regulatory body, governmental authority, arbitrator, mediator or similar body on
the part of Seller or cause the acceleration or termination of any obligation or right of the
Seller or any other party thereto.
Section 2.2
Valid and Enforceable Agreement; Authorization
. This Agreement has been
duly executed and delivered by Seller and, subject to receipt of the Approval, constitutes a legal,
valid and binding obligation of Seller, enforceable against the Sellers in accordance with its
terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and other similar laws of general application affecting enforcement of
creditors rights generally and general principles of equity.
Section 2.3
Title to Shares
. After giving effect to the Distribution, Seller will
have good and valid title to the Shares beneficially owned by it (as reflected on
Schedule
A
hereto) free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage,
title retention agreement, option, equity or other adverse claim, and has not, in whole or in part,
(a) assigned, transferred, hypothecated, pledged or otherwise disposed of the Shares or its
ownership rights in such Shares, or (b) given any person or entity any transfer order, power of
attorney or other authority of any nature whatsoever with respect to such Shares.
Section 2.4
Sophistication of Seller
. Seller acknowledges and agrees that, except as
set forth in this Agreement, the Purchaser is not making any express or implied warranties in
connection with the Repurchase Transaction. Seller has such knowledge and experience in financial
and business matters and in making investment decisions of this type that it is capable of
evaluating the merits and risks of making their investment decision regarding the Repurchase
Transaction and of making an informed investment decision. Seller and/or Sellers advisor(s) have
had a reasonable opportunity to ask questions of and receive answers from a person or persons
acting on behalf of the Purchaser concerning the Shares and the Purchaser and all such questions
have been answered to the Sellers full satisfaction. Seller is not relying
2
on the Purchaser with respect to the tax and other economic considerations of the Repurchase
Transaction, and Seller has relied on the advice of, or have consulted with, Sellers own advisors.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby makes the following representations and warranties to the Sellers, each
of which is true and correct on the date hereof and the Closing Date and shall survive the Closing
Date.
Section 3.1
Existence and Power
.
(a) The Purchaser is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has the power, authority and capacity to
execute and deliver this Agreement, to perform the Purchasers obligations hereunder, and to
consummate the transactions contemplated hereby.
(b) The execution and delivery of this Agreement by the Purchaser and the
consummation by the Purchaser of the transactions contemplated hereby (i) does not require the
consent, approval, authorization, order, registration or qualification of, or filing with, any
governmental authority or court, or body or arbitrator having jurisdiction over the Purchaser; and
(ii) except as would not have an adverse effect on the ability of Purchaser to consummate the
transactions contemplated by this Agreement, does not and will not constitute or result in a
breach, violation or default under, any note, bond, mortgage, deed, indenture, lien, instrument,
contract, agreement, lease or license, whether written or oral, express or implied, to which
Purchaser is a party, with the Purchasers articles of incorporation or code of regulations, or
any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of
any court, administrative or regulatory body, governmental authority, arbitrator, mediator or
similar body on the part of the Purchaser or cause the acceleration or termination of any
obligation or right of the Purchaser or any other party thereto.
Section 3.2
Valid and Enforceable Agreement; Authorization
. This Agreement has been
duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation
of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as limited
by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other
similar laws of general application affecting enforcement of creditors rights generally and
general principles of equity.
Section 3.3
Sufficient Funds
. Purchaser has as of the date hereof and will have as of
the Closing Date access to fully committed funds sufficient to consummate the transactions
contemplated by this Agreement.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.1
Notice
. Any notice provided for in this Agreement shall be in writing and
shall be either personally delivered, or mailed first class mail (postage prepaid) with return
receipt requested or sent by reputable overnight courier service (charges prepaid) to the address
and to the attention of the person set forth in this Agreement. Notices will be deemed to have been
given hereunder when delivered personally, three business days after deposit in the U.S. mail
postage prepaid with return receipt requested and two business days after deposit postage prepaid
with a reputable overnight courier service for delivery on the next business day.
3
If delivered to the Purchaser, to:
HCA Holdings, Inc.
One Park Plaza
Nashville, TN 37203
Attention: General Counsel
with a copy to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Attention: Joseph Kaufman
Sean Rodgers
if to the Sellers, to:
Merrill Lynch Global Private Equity
767 Fifth Avenue, 7th Floor
New York, NY 10153
Attention: General Counsel
with a copy to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Attention: Nicholas G. Demmo
Section 4.2
Entire Agreement
. This Agreement and the other documents and agreements
executed in connection with the Repurchase Transaction embody the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof and supersede all
prior and contemporaneous oral or written agreements, representations, warranties, contracts,
correspondence, conversations, memoranda and understandings between or among the parties or any of
their agents, representatives or affiliates relative to such subject matter, including, without
limitation, any term sheets, emails or draft documents.
Section 4.3
Assignment; Binding Agreement
. This Agreement and the various rights and
obligations arising hereunder shall inure to the benefit of and be binding upon the parties hereto
and their successors and assigns.
Section 4.4
Counterparts
. This Agreement may be executed in multiple counterparts,
and on separate counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument. Any counterpart or other signature hereupon
delivered by facsimile shall be deemed for all purposes as constituting good and valid execution
and delivery of this Agreement by such party.
Section 4.5
Governing Law
. This Agreement shall in all respects be construed in
accordance with and governed by the substantive laws of the State of Delaware, without giving
effect to principles of conflicts of laws. Each party hereto waives, to the fullest extent
permitted by applicable law, any right it
4
may have to a trial by jury in respect of any action, suit or proceeding arising out of or
relating to this Agreement or any transaction contemplated hereby.
Section 4.6
No Third Party Beneficiaries or Other Rights
. Nothing herein shall grant
to or create in any person not a party hereto, or any such persons dependents or heirs, any right
to any benefits hereunder, and no such party shall be entitled to sue any party to this Agreement
with respect thereto.
Section 4.7
Release
. Except in respect of any claim of a breach of this Agreement,
(i) the Sellers do hereby release the Purchaser, its shareholders, its affiliates and successors,
and all of the Purchasers directors, officers, employees and agents (collectively, the
Company Parties
), and agree to hold them, and each of them, harmless from any and all
claims or causes of action that the Sellers may now have or know about, or hereafter may learn
about, arising out of or in any way connected with the Repurchase Transaction and the Sellers agree
that the Sellers will not file any claim, charge, or lawsuit for the purpose of obtaining any
monetary awards in connection with the Repurchase Transaction, and (ii) Purchaser does hereby
release Sellers, their respective general and limited partners, affiliates and successors, and all
of the Sellers directors, officers, managers, members, employees and agents (collectively, the
Seller Parties
), and agree to hold them, and each of them, harmless from any and all
claims or causes of action that Purchaser may now have or know about, or hereafter may learn about,
arising out of or in any way connected with the Repurchase Transaction and Purchaser agrees that
Purchaser will not file any claim, charge, or lawsuit for the purpose of obtaining any monetary
awards in connection with the Repurchase Transaction. The parties acknowledge that the foregoing
release includes, but is not limited to, any claim arising under any federal, state, or local law,
whether statutory or judicial, or ordinance, or any administrative regulation.
Section 4.8
Waiver; Consent
. This Agreement and its terms may not be changed,
amended, waived, terminated, augmented, rescinded or discharged (other than in accordance with its
terms), in whole or in part, except by a writing executed by the parties hereto.
Section 4.9
No Broker
. Except as previously disclosed to each other party, no party
has engaged any third party as broker or finder or incurred or become obligated to pay any brokers
commission or finders fee in connection with the transactions contemplated by this Agreement.
Section 4.10
Further Assurances
. Each party hereto hereby agrees to execute and
deliver, or cause to be executed and delivered, such other documents, instruments and agreements,
and take such other actions consistent with the terms of this Agreement as may be reasonably
necessary in order to accomplish the transactions contemplated by this Agreement.
Section 4.11
Costs and Expenses
. Each party hereto shall each pay their own
respective costs and expenses, including, without limitation, any commission or finders fee to any
broker or finder, incurred in connection with the negotiation, preparation, execution and
performance of this Agreement.
Section 4.12
Severability
. If any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.
(Signatures appear on the next page.)
5
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of
the date first above written.
|
|
|
|
|
|
THE PURCHASER:
HCA HOLDINGS, INC.
|
|
|
By:
|
/s/ John M. Franck II
|
|
|
|
Name:
|
John M. Franck
|
|
|
|
Title:
|
Vice President and Corporate Secretary
|
|
|
[Signature Page to Share Repurchase Agreement]
|
|
|
|
|
|
AS A SELLER:
ML GLOBAL PRIVATE EQUITY FUND, L.P.
|
|
|
By:
|
MLGPE LTD, its general partner
|
|
|
|
|
|
|
By:
|
/s/ James D. Forbes
|
|
|
|
Name:
|
James D. Forbes
|
|
|
|
Title:
|
President
|
|
|
[Signature Page to Share Repurchase Agreement]
|
|
|
|
|
|
AS A SELLER:
ML HCA CO-INVEST, L.P.
|
|
|
By:
|
ML HCA Co-Invest LTD, its general partner
|
|
|
By:
|
/s/ James D. Forbes
|
|
|
|
Name:
|
James D. Forbes
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
[Signature Page to Share Repurchase Agreement]
Schedule A
|
|
|
|
|
Seller
|
|
Common Shares
|
|
ML Global Private Equity Fund, L.P.
|
|
|
76,272,414
|
|
ML HCA Co-Invest, L.P.
|
|
|
4,498,729
|
|
TOTAL
|
|
|
80,771,143
|
|
EXHIBIT 10.2
AMENDMENT TO THE
STOCKHOLDERS AGREEMENT
OF
HCA HOLDINGS, INC.
This Amendment, dated as of September 21, 2011 (the
Amendment
), to the Stockholders
Agreement of HCA Holdings, Inc., a Delaware corporation (the
Company
), dated as of March
9, 2011 (as has been and as may be amended, supplemented or modified from time to time, the
Stockholders Agreement
), by and among the Company, Hercules Holding II, LLC, a Delaware
limited liability company (
Parent
) and the other signatories thereto, is made by the
Company, Parent and the other signatories hereto. Capitalized terms used herein but not defined
herein shall have the meanings set forth in the Stockholders Agreement.
RECITALS
:
WHEREAS, the Company, Parent and undersigned Investors representing the Requisite Consent
desire to amend the Stockholders Agreement in the manner and as more fully set forth herein
pursuant to Section 3.2 of the Stockholders Agreement.
NOW, THEREFORE, in consideration of the terms and conditions contained in this Amendment and
other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby
acknowledged, the parties hereto hereby agree the Stockholders Agreement shall be amended as
follows:
1.
Removal of Certain Investors
. Each of ML Global Private Equity Fund, L.P., Merrill
Lynch Ventures L.P. 2001 and ML HCA Co-Invest, L.P. is hereby released and removed as a party to
the Stockholders Agreement and shall cease to be entitled to any rights, or be subject to any
obligations, thereunder.
2.
Amendments to Section 1.1
. Section 1.1 of the Stockholders Agreement is hereby
amended by:
(a) deleting the definition of
BAML Group
in its entirety;
(b) deleting the definition of
Requisite Consent
and replacing it in its
entirety with the following:
Requisite Consent
shall mean the consent of the Investor Groups having a
pecuniary interest over a majority of the shares of Common Stock over which the Investor
Groups then have a pecuniary interest, including at all times for so long as each Sponsor
Group has a pecuniary interest in at least 20% of the shares of Common Stock over which such
Sponsor Group has a pecuniary interest as of the date of this Agreement, the consent of each
such Sponsor Group and at any time as there is only one Sponsor Group that has a pecuniary
interest in at least 20% of the shares of Common Stock over which such Sponsor Group has a
pecuniary interest as of the date of this Agreement, the consent of such Sponsor Group.;
and
(c) deleting the definition of
Sponsor Group
and replacing it in its entirety
with the following:
Sponsor Group
shall mean, as applicable, (i) the Bain Group and (ii) the KKR
Group.
3.
Amendment to Section 2.1
. Section 2.1(a) of the Stockholders Agreement is hereby
amended by deleting such section and replacing it in its entirety with the following:
(a) Effective as of the September 21, 2011, the Board shall be comprised of twelve
members (each, a
Director
), of whom (i) three (3) shall be designees of the Bain
Group, (ii) three (3) shall be designees of the KKR Group, (iii) two (2) shall be designees
of the Frist Group, (iv) one (1) shall be the Chief Executive Officer of the Company, (v)
one (1) shall be the Chief Financial Officer of the Company and (vi) two (2) shall be
Independent Directors; provided that within one year of the Closing Date, the Board shall be
expanded to add an additional Independent Director and each Investor Group shall take all
action reasonably necessary to increase the size of board to add such additional Independent
Director.
4.
Amendment to Section 3.1
. Section 3.1 of the Stockholders Agreement is hereby
amended by:
(a) deleting the following from clause (ii) thereof:
c/o:
ML Global Private Equity Fund, L.P.
c/o BAML Capital Partners
Four World Financial Center, Floor 23
New York, NY 10080
Attention: Christopher Birosak
Fax: (212) 449-1119
(b) deleting the following from clause (iii) thereof:
(iv) if to the BAML Group:
ML Global Private Equity Fund, L.P.
c/o BAML Capital Partners
Four World Financial Center, Floor 23
New York, NY 10080
Attention: Christopher Birosak
Fax: (212) 449-1119
5.
No Other Amendments
. Except as expressly amended hereby, the provisions of the
Stockholders Agreement are and shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed. This Amendment shall be effective as of the date hereof.
2
6.
References
. Whenever the Agreement (or similar term) is referred to in the
Stockholders Agreement or in any other agreements, documents or instruments, any such reference
shall be deemed to be the Stockholders Agreement as amended by this Amendment.
7.
Governing Law
. This Amendment shall be governed by and construed in accordance
with the laws of the State of Delaware.
8.
Counterparts
. This Amendment may be signed in any number of counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one agreement.
[
Remainder of Page Intentionally Left Blank
]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.
|
|
|
|
|
|
HCA HOLDINGS, INC.
|
|
|
By:
|
/s/ John M. Franck II
|
|
|
|
Name:
|
John M. Franck II
|
|
|
|
Title:
|
Vice President and Corporate Secretary
|
|
|
|
HERCULES HOLDING II, LLC
|
|
|
By:
|
/s/ Chris Gordon
|
|
|
|
Name:
|
Chris Gordon
|
|
|
|
Title:
|
President
|
|
|
[
Amendment to Stockholders Agreement
]
|
|
|
|
|
|
KKR 2006 FUND L.P.
|
|
|
By:
|
KKR Associates 2006 L.P.,
|
|
|
|
its general partner
|
|
|
|
|
|
|
|
|
|
By:
|
KKR 2006 GP LLC, its general partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ William J. Janetschek
|
|
|
|
Name:
|
William J. Janetschek
|
|
|
|
Title:
|
Director
|
|
|
|
KKR MILLENNIUM FUND L.P.
|
|
|
By:
|
KKR Associates Millennium L.P.,
|
|
|
|
its general partner
|
|
|
|
|
|
|
|
|
|
By:
|
KKR Millennium GP LLC, its general partner
|
|
|
|
|
|
|
By:
|
/s/ William J. Janetschek
|
|
|
|
Name:
|
William J. Janetschek
|
|
|
|
Title:
|
Director
|
|
|
|
KKR PEI INVESTMENTS, L.P.
|
|
|
By:
|
KKR PEI Associates, L.P.,
|
|
|
|
its general partner
|
|
|
|
|
|
|
By:
|
KKR PEI GP Limited, its general partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ William J. Janetschek
|
|
|
|
Name:
|
William J. Janetschek
|
|
|
|
Title:
|
Director
|
|
|
[
Amendment to Stockholders Agreement
]
|
|
|
|
|
|
KKR PARTNERS III, L.P.
|
|
|
By:
|
KKR III GP LLC,
|
|
|
|
its general partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ William J. Janetschek
|
|
|
|
Name:
|
William J. Janetschek
|
|
|
|
Title:
|
Director
|
|
|
|
OPERF CO-INVESTMENT LLC
|
|
|
By:
|
KKR Associates 2006 L.P.,
|
|
|
|
its manager
|
|
|
|
|
|
|
|
|
|
By:
|
KKR 2006 GP LLC, its general partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ William J. Janetschek
|
|
|
|
Name:
|
William J. Janetschek
|
|
|
|
Title:
|
Director
|
|
|
|
8 NORTH AMERICA INVESTOR L.P.
|
|
|
By:
|
KKR Associates 8 NA L.P.,
|
|
|
|
its general partner
|
|
|
|
|
|
|
|
|
|
By:
|
KKR 8 NA Limited, its general partner
|
|
|
|
|
|
By:
|
/s/ William J. Janetschek
|
|
|
|
Name:
|
William J. Janetschek
|
|
|
|
Title:
|
Director
|
|
|
[
Amendment to Stockholders Agreement
]
|
|
|
|
|
|
BAIN CAPITAL INTEGRAL INVESTORS
2006, LLC
|
|
|
By:
|
Bain Capital Investors, LLC,
|
|
|
|
its administrative member
|
|
|
|
|
|
By:
|
/s/ Chris Gordon
|
|
|
|
Name:
|
Chris Gordon
|
|
|
|
Title:
|
Managing Director
|
|
|
|
BCIP TCV, LLC
|
|
|
By:
|
Bain Capital Investors, LLC,
|
|
|
|
its administrative member
|
|
|
|
|
|
By:
|
/s/ Chris Gordon
|
|
|
|
Name:
|
Chris Gordon
|
|
|
|
Title:
|
Managing Director
|
|
|
|
BAIN CAPITAL HERCULES INVESTORS, LLC
|
|
|
By:
|
Bain Capital Investors, LLC,
|
|
|
|
its administrative member
|
|
|
|
|
|
By:
|
/s/ Chris Gordon
|
|
|
|
Name:
|
Chris Gordon
|
|
|
|
Title:
|
Managing Director
|
|
|
[
Amendment to Stockholders Agreement
]
|
|
|
|
|
|
FRISCO INC.
|
|
|
By:
|
/s/ Dr. Thomas F. Frist
|
|
|
|
Name:
|
Dr. Thomas F. Frist
|
|
|
|
Title:
|
Director
|
|
|
[
Amendment to Stockholders Agreement
]