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): May 20, 2015 (May 20, 2015)
HCA HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-11239 | 27-3865930 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
One Park Plaza, Nashville, Tennessee |
37203 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (615) 344-9551
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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. |
Issuance of $1,600,000,000 aggregate principal amount of senior notes
Overview
On May 20, 2015, HCA Inc. (the “Issuer”), a wholly owned subsidiary of HCA Holdings, Inc. (the “Parent Guarantor”), completed the public offering of $1,600,000,000 aggregate principal amount of its 5.375% Senior Notes due 2025 (the “Notes”), guaranteed on a senior unsecured basis by the Parent Guarantor. The Notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Issuer’s and the Parent Guarantor’s shelf registration statement on Form S-3, filed on January 13, 2015 (File No. 333-201463) (the “Registration Statement”), as supplemented by the prospectus supplement dated May 6, 2015, previously filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act. The Notes represent a further issuance of the Issuer’s 5.375% Senior Notes due 2025, of which $1,000,000,000 aggregate principal amount was issued on January 16, 2015 (the “Existing Notes”).
On May 20, 2015, the Notes were issued pursuant to an Indenture, dated as of August 1, 2011 (the “Base Indenture”), among the Issuer, the Parent Guarantor, Law Debenture Trust Company of New York, as trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, as registrar, paying agent and transfer agent (the “Registrar”), as amended and supplemented by the Supplemental Indenture No. 11, dated as of January 16, 2015, and the Supplemental Indenture No. 12, dated as of May 20, 2015, each among the Issuer, the Parent Guarantor, the Trustee and the Registrar, relating to the Notes (together with the Base Indenture, the “Indenture”). The Notes have identical terms with the Existing Notes, other than their issue date and public offering price. The Notes and the Existing Notes will be treated as a single series for all purposes under the Indenture, including notices, consents, waivers, amendments, redemptions and any other action permitted under the Indenture. The Notes have the same CUSIP and ISIN numbers as, and will vote together and are fungible with, the Existing Notes immediately upon issuance.
Net proceeds from the offering of the Notes, after deducting underwriter discounts and commissions and estimated offering expenses, are estimated to be approximately $1.631 billion. The Issuer intends to use the net proceeds from the offering of the Notes to redeem all of the Parent Guarantor’s $1.525 billion aggregate principal amount outstanding of existing 7 3 ⁄ 4 % Senior Notes due 2021 and for general corporate purposes.
The following is a brief description of the terms of the Notes and the Indenture.
Maturity and Interest Payment Dates
The Notes will mature on February 1, 2025. Interest on the Notes will be payable semi-annually on February 1 and August 1 of each year, commencing on August 1, 2015, to holders of record on the preceding January 15 and July 15, as the case may be. Interest will accrue on the Notes from January 16, 2015, the date of the original issuance of the Existing Notes.
Ranking
The Notes are the Issuer’s senior unsecured obligations and: (i) rank senior in right of payment to any of its existing and future subordinated indebtedness, (ii) rank equally in right of payment with any of its existing and future senior indebtedness, (iii) are effectively subordinated in right of payment to any of its existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness, and (iv) are structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of its subsidiaries.
Guarantees
The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Parent Guarantor.
Covenants
The Indenture contains covenants limiting the Issuer’s and certain of its subsidiaries’ ability to: (i) create liens on certain assets to secure debt, (ii) engage in certain sale and lease-back transactions and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of its assets. These covenants are subject to a number of important limitations and exceptions.
Optional Redemption
The Indenture permits the Issuer to redeem some or all of the Notes at any time at “make whole” redemption prices set forth in the Indenture.
Change of Control
Upon the occurrence of a change of control, as defined in the Indenture, each holder of the Notes has the right to require the Issuer to repurchase some or all of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.
Events of Default
The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.
The foregoing descriptions of the Notes and the Indenture (including the form of the Notes) are qualified in their entirety by the terms of such agreements. Please refer to such agreements, which are incorporated herein by reference and attached hereto as Exhibits 4.1 through 4.4.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this report is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit No. |
Description |
|
| 4.1 | Form of Indenture of HCA Inc. (filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3 (File No. 333-175791) and incorporated herein by reference) | |
| 4.2 | Supplemental Indenture No. 11, dated as of January 16, 2015, among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Registrant’s Form 8-K filed January 16, 2015 and incorporated herein by reference) | |
| 4.3 | Form of Global Note representing the Notes (included in Exhibit 4.2) | |
| 4.4 | Supplemental Indenture No. 12, dated as of May 20, 2015, among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP | |
| 23.1 | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1) | |
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/ David G. Anderson |
|
|
David G. Anderson |
||
| Senior Vice President – Finance | ||
Date: May 20, 2015
INDEX TO EXHIBITS
|
Exhibit No. |
Description |
|
| 4.1 | Form of Indenture of HCA Inc. (filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3 (File No. 333-175791) and incorporated herein by reference) | |
| 4.2 | Supplemental Indenture No. 11, dated as of January 16, 2015, among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Registrant’s Form 8-K filed January 16, 2015 and incorporated herein by reference) | |
| 4.3 | Form of Global Note representing the Notes (included in Exhibit 4.2) | |
| 4.4 | Supplemental Indenture No. 12, dated as of May 20, 2015, among HCA Inc., HCA Holdings, Inc., Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP | |
| 23.1 | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1) | |
Exhibit 4.4
HCA INC.,
as Issuer,
HCA HOLDINGS, INC.,
as Parent Guarantor,
LAW DEBENTURE TRUST COMPANY OF NEW YORK,
as Trustee,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Paying Agent, Registrar and Transfer Agent
5.375% Senior Secured Notes due 2025
SUPPLEMENTAL INDENTURE NO. 12
Dated as of May 20, 2015
To BASE INDENTURE
Dated as of August 1, 2011
SUPPLEMENTAL INDENTURE NO. 12 (the “Twelfth Supplemental Indenture ”), dated as of May 20, 2015, among HCA Inc., a Delaware corporation (the “ Issuer ”), HCA Holdings, Inc. (the “ Parent Guarantor ”), Law Debenture Trust Company of New York, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar and Transfer Agent.
W I T N E S S E T H
WHEREAS, the Issuer, the Parent Guarantor and the Trustee have executed and delivered a base indenture, dated as of August 1, 2011 (as amended, supplemented or otherwise modified from time to time, the “ Base Indenture ”) to provide for the future issuance of the Issuer’s senior debt securities to be issued from time to time in one or more series;
WHEREAS, the Issuer and the Parent Guarantor have heretofore executed and delivered to the Trustee a supplemental indenture, dated as of January 16, 2015 (together with the Base Indenture, the “ Eleventh Supplemental Indenture ”), providing for the issuance of $1,000,000,000 aggregate principal amount of 5.375% Senior Notes due 2025 (the “ Initial Notes ”);
WHEREAS, pursuant to Section 2.01 of the Eleventh Supplemental Indenture, the Issuer may create and issue, from time to time without notice to or consent of any holder of the Initial Notes, additional notes that are subject to the provisions of the Eleventh Supplemental Indenture upon written order of the Issuer to the Trustee in the form of an Authentication Order specifying the amount and series of such notes to be authenticated and the date on which the notes are to be authenticated by the Trustee;
WHEREAS, the Issuer is issuing an additional $1,600,000,000 aggregate principal amount of its 5.375% Senior Notes due 2025 (the “ Additional Notes ”) with the same terms as the Initial Notes;
WHEREAS, pursuant to Section 9.01 of the Eleventh Supplemental Indenture, the Issuer, the Parent Guarantor and the Trustee are authorized to execute and deliver this Twelfth Supplemental Indenture without the consent of the holders, and the conditions set forth in the Eleventh Supplemental Indenture for the execution and delivery of this Twelfth Supplemental Indenture have been complied with; and
WHEREAS, all other actions necessary to make this Twelfth Supplemental Indenture a legal, valid and binding agreement of the Issuer, the Parent Guarantor and the Trustee, in accordance with its terms, and a supplement to, the Eleventh Supplemental Indenture, have been performed;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1) Definitions . Capitalized terms used herein without definition shall have the meanings assigned to them in the Eleventh Supplemental Indenture.
(2) Provisions of the Eleventh Supplemental Indenture . The provisions of the Eleventh Supplemental Indenture shall apply to the Additional Notes and any certificated Additional Notes in definitive form issued in exchange therefor in the exact same manner as they apply to the Initial Notes and any certificated Initial Notes in definitive form issued in exchange therefor. The Additional Notes and the Initial Notes will be treated as a single series for all purposes under the Eleventh Supplemental Indenture and will have identical terms, other than their issue date and issue price. The Additional Notes will accrue interest from January 16, 2015 and have a first Interest Payment Date of August 1, 2015.
(3) Effect of Twelfth Supplemental Indenture .
(a) This Twelfth Supplemental Indenture is a supplemental indenture within the meaning of Section 9.01 of the Eleventh Supplemental Indenture, and the Eleventh Supplemental Indenture shall be read together with this Twelfth Supplemental Indenture and shall have the same effect over the Additional Notes, in the same manner as if the provisions of the Eleventh Supplemental Indenture and this Twelfth Supplemental Indenture were contained in the same instrument.
(b) In all other respects, the Eleventh Supplemental Indenture is ratified and confirmed by the parties as supplemented by the terms of this Twelfth Supplemental Indenture.
(4) Note Forms . The Additional Notes issued by the Issuer pursuant to this Twelfth Supplemental Indenture shall be substantially in the form of Exhibit A to the Eleventh Supplemental Indenture giving effect to the provisions of Section (2) above.
The Additional Notes may have notations, legends or endorsements required by law, stock exchange rule or usage in addition to those set forth in Exhibit A to the Eleventh Supplemental Indenture.
(5) Governing Law . THIS TWELFTH SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(6) Counterparts . The parties may sign any number of copies of this Twelfth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
(7) Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.
(8) The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Twelfth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer.
(9) Severability Clause . In case any provision in this Twelfth Supplemental Indenture or in the Additional Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(10) Successors . All agreements of the Issuer and the Parent Guarantor in this Twelfth Supplemental Indenture shall bind their successors. All agreements of the Trustee and the Paying Agent, Registrar and Transfer Agent in this Twelfth Supplemental Indenture shall bind its successors.
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Twelfth Supplemental Indenture to be duly executed, all as of the date first above written.
| HCA INC. | ||
| By: |
/s/ David G. Anderson |
|
| Name: | David G. Anderson | |
| Title: | Senior Vice President – Finance | |
| HCA HOLDINGS, INC., as Parent Guarantor | ||
| By: |
/s/ David G. Anderson |
|
| Name: | David G. Anderson | |
| Title: | Senior Vice President – Finance | |
| LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee | ||
| By: |
/s/ James D. Heaney |
|
| Name: | James D. Heaney | |
| Title: | Managing Director | |
| DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Registrar and Transfer Agent | ||
| By: | Deutsche Bank National Trust Company | |
| By: |
/s/ Debra A. Schwalb |
|
| Name: | Debra A. Schwalb | |
| Title: | Vice President | |
| By: |
/s/ Jeffrey Schoenfeld |
|
| Name: | Jeffrey Schoenfeld | |
| Title: | Vice President | |
Exhibit 5.1
S IMPSON T HACHER & B ARTLETT LLP
425 L EXINGTON A VENUE
N EW Y ORK , N.Y. 10017-3954
(212) 455-2000
F ACSIMILE (212) 455-2502
May 20, 2015
HCA Inc.
One Park Plaza
Nashville, Tennessee 37203
Ladies and Gentlemen:
We have acted as counsel to HCA Inc., a Delaware corporation (the “Company”), and HCA Holdings, Inc., a Delaware corporation and the direct parent of the Company (“Holdings”), in connection with the Registration Statement on Form S-3 (File No. 333-201463) (the “Registration Statement”), filed by the Company and Holdings with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance thereunder by the Company of $1,600,000,000 aggregate principal amount of 5.375% Senior Notes due 2025 (the “Notes”), unconditionally guaranteed (the “Guarantee”) on a senior unsecured basis by Holdings, pursuant to the Underwriting Agreement, dated May 6, 2015 (the “Underwriting Agreement”), among the Company, Holdings and the underwriters named therein. The Notes represent a further issuance of the Company’s 5.375% Senior Notes due 2025, of which $1,000,000,000 aggregate principal amount was issued on January 16, 2015.
We have examined the Registration Statement as it became effective under the Act; the prospectus, dated January 13, 2015 (the “Base Prospectus”), as supplemented by the prospectus supplement, dated May 6, 2015 (together with the Base Prospectus, the “Prospectus”), filed by the Company and Holdings pursuant to Rule 424(b) of the rules and regulations of the
| HCA Inc. | -2- | May 20, 2015 |
Commission under the Act; the Indenture, dated as of August 1, 2011 (the “Base Indenture”), among the Company, Holdings, Law Debenture Trust Company of New York, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, as registrar, paying agent and transfer agent (in each capacity, the “Registrar”), as supplemented by the Supplemental Indenture No. 11, dated as of January 16, 2015 (together with the Base Indenture, the “Eleventh Supplemental Indenture”), and as further supplemented by the Supplemental Indenture No. 12, dated as of May 20, 2015 (together with the Eleventh Supplemental Indenture, the “Indenture”), each among the Company, Holdings, the Trustee and the Registrar, relating to the Notes; duplicates of the global notes representing the Notes; and the Underwriting Agreement.
We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and Holdings.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee and the Registrar.
| HCA Inc. | -3- | May 20, 2015 |
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
| 1. | Assuming due authentication of the Notes by the Trustee, and upon payment and delivery in accordance with the Underwriting Agreement, the Notes will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms. |
| 2. | Assuming due authentication of the Notes by the Trustee, and upon payment and delivery of the Notes in accordance with the Underwriting Agreement, the Guarantee will constitute valid and legally binding obligations of Holdings, enforceable against Holdings in accordance with its terms. |
Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States and the Delaware General Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Current Report on Form 8-K of the Company filed with the Commission in connection with the offer and sale of the Notes and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.
| Very truly yours, |
| /s/ Simpson Thacher & Bartlett LLP |
| SIMPSON THACHER & BARTLETT LLP |