0001140361-11-046364.txt : 20110919
0001140361-11-046364.hdr.sgml : 20110919
20110919172756
ACCESSION NUMBER: 0001140361-11-046364
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20110915
FILED AS OF DATE: 20110919
DATE AS OF CHANGE: 20110919
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: HCA Holdings, Inc.
CENTRAL INDEX KEY: 0000860730
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062]
IRS NUMBER: 273865930
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: ONE PARK PLZ
CITY: NASHVILLE
STATE: TN
ZIP: 37203
BUSINESS PHONE: 6153449551
MAIL ADDRESS:
STREET 1: ONE PARK PLAZA
CITY: NASHVILLE
STATE: TN
ZIP: 37203
FORMER COMPANY:
FORMER CONFORMED NAME: HCA INC/TN
DATE OF NAME CHANGE: 20010627
FORMER COMPANY:
FORMER CONFORMED NAME: HCA THE HEALTHCARE CO
DATE OF NAME CHANGE: 20010419
FORMER COMPANY:
FORMER CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP
DATE OF NAME CHANGE: 20000502
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BANK OF AMERICA CORP /DE/
CENTRAL INDEX KEY: 0000070858
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11239
FILM NUMBER: 111098009
BUSINESS ADDRESS:
STREET 1: BANK OF AMERICA CORPORATE CENTER
STREET 2: 100 N TRYON ST
CITY: CHARLOTTE
STATE: NC
ZIP: 28255
BUSINESS PHONE: 7043868486
MAIL ADDRESS:
STREET 1: BANK OF AMERICA CORPORATE CENTER
STREET 2: 100 N TRYON ST
CITY: CHARLOTTE
STATE: NC
ZIP: 28255
FORMER NAME:
FORMER CONFORMED NAME: BANKAMERICA CORP/DE/
DATE OF NAME CHANGE: 19981022
FORMER NAME:
FORMER CONFORMED NAME: NATIONSBANK CORP
DATE OF NAME CHANGE: 19920703
FORMER NAME:
FORMER CONFORMED NAME: NCNB CORP
DATE OF NAME CHANGE: 19920107
4
1
doc1.xml
FORM 4
X0304
4
2011-09-15
0
0000860730
HCA Holdings, Inc.
HCA
0000070858
BANK OF AMERICA CORP /DE/
BANK OF AMERICA CORPORATE CENTER
100 N TRYON ST
CHARLOTTE
NC
28255
1
0
1
0
Common Stock
2011-09-15
4
D
0
80771143
18.61
D
3536264
I
By Subsidiary
This Form 4 is being filed by Bank of America Corporation ("BAC"), a Delaware corporation and bank holding company registered under the Bank Holding Company Act of 1956, on behalf of its subsidiaries. BAC is an indirect beneficial owner of the shares of common stock of HCA Holdings, Inc. (the "Issuer"), held indirectly through its affiliates as described in footnote 3 below.
Transaction executed pursuant to the Share Repurchase Agreement, by and among ML Global Private Equity Fund, L.P. ("MLGPELP Fund"), ML HCA Co-Invest, L.P. ("ML HCA Co-Invest") and HCA Holdings, Inc. dated as of September 15, 2011 (the "Share Repurchase Agreement"). Pursuant to the Share Repurchase Agreement, the Issuer has agreed to repurchase 76,272,414 shares of its common stock from MLGPELP Fund and 4,498,729 shares of its common stock from ML HCA Co-Invest. As a result, neither MLGPELP Fund nor ML HCA Co-Invest will own, directly or indirectly, any shares of common stock of the Issuer following closing of the transactions contemplated by the Share Repurchase Agreement. Such transactions are expected to close on September 21, 2011.
Merrill Lynch Ventures L.P. 2001 ("ML Ventures LP") may be deemed to indirectly own these shares of the Issuer's common stock by virtue of the membership interests it holds in Hercules Holding II, LLC ("Hercules"). Merrill Lynch Ventures, LLC ("ML Ventures LLC"), is the general partner of ML Ventures LP and a wholly owned subsidiary of Merrill Lynch Group, Inc. ("ML Group"), which is a wholly owned subsidiary of Merrill Lynch & Co., Inc. ("ML&Co."), which is a wholly owned subsidiary of BAC.
Hercules directly holds all the shares of the Issuer's common stock reported herein. The membership interests of Hercules are held by a private investor group, including ML Ventures LP, affiliates of Bain Capital Partners, LLC, Kohlberg Kravis Roberts & Co. L.P. and affiliates of the Issuer's founder Dr. Thomas F. Frist, Jr. Following the closing of the transactions contemplated by the Share Repurchase Agreement, neither MLGPELP Fund nor ML HCA Co-Invest will hold any membership interests in Hercules.
BAC, through its affiliates, may be deemed to be a member of a group exercising voting and investment control over the shares of the Issuer's common stock held by Hercules. However, each of BAC and its affiliates disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, BAC is the beneficial owner of the securities covered by this statement except to the extent of its pecuniary interest therein.
MLGPELP Fund, ML Ventures LP, ML HCA Co-Invest and certain of their permitted transferees collectively have the right under Hercules's limited liability company agreement to nominate up to three directors of the Issuer. Effective upon closing of the transactions contemplated by the Share Repurchase Agreement, all three of the designees nominated by MLGPELP Fund, ML Ventures LP and ML HCA Co-Invest that are currently on the board of the Issuer will resign and none of MLGPELP Fund, ML Ventures LP, ML HCA Co-Invest or any of their affiliates will have the right thereafter to nominate a director of the Issuer. Each of BAC and its other affiliates hereby disclaims its possible status as a director of the Issuer.
/s/ Margaret E. Nelson, Authorized Signatory for Bank of America
2011-09-19