0001193125-18-243478.txt : 20180809 0001193125-18-243478.hdr.sgml : 20180809 20180809073741 ACCESSION NUMBER: 0001193125-18-243478 CONFORMED SUBMISSION TYPE: S-3ASR PUBLIC DOCUMENT COUNT: 58 FILED AS OF DATE: 20180809 DATE AS OF CHANGE: 20180809 EFFECTIVENESS DATE: 20180809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA Healthcare, Inc. CENTRAL INDEX KEY: 0000860730 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 273865930 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709 FILM NUMBER: 181003430 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 Holdings, Inc. DATE OF NAME CHANGE: 20101126 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIVERSIDE HOSPITAL INC CENTRAL INDEX KEY: 0000887120 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 742600687 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-01 FILM NUMBER: 181003201 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Samaritan, LLC CENTRAL INDEX KEY: 0001392752 IRS NUMBER: 621762605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-02 FILM NUMBER: 181003202 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: San Jose Healthcare System, LP CENTRAL INDEX KEY: 0001392810 IRS NUMBER: 770408674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-03 FILM NUMBER: 181003203 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: San Jose Hospital, L.P. CENTRAL INDEX KEY: 0001392863 IRS NUMBER: 621763091 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-04 FILM NUMBER: 181003204 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: San Jose Medical Center, LLC CENTRAL INDEX KEY: 0001392753 IRS NUMBER: 621762609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-05 FILM NUMBER: 181003205 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAN JOSE, LLC CENTRAL INDEX KEY: 0001392837 IRS NUMBER: 621756992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-06 FILM NUMBER: 181003206 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sarasota Doctors Hospital, Inc. CENTRAL INDEX KEY: 0001392843 IRS NUMBER: 611258724 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-07 FILM NUMBER: 181003207 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SJMC, LLC CENTRAL INDEX KEY: 0001392754 IRS NUMBER: 621762613 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-08 FILM NUMBER: 181003208 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Southern Hills Medical Center, LLC CENTRAL INDEX KEY: 0001392712 IRS NUMBER: 743048428 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-09 FILM NUMBER: 181003209 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spalding Rehabilitation L.L.C. CENTRAL INDEX KEY: 0001541585 IRS NUMBER: 841321505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-10 FILM NUMBER: 181003210 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sarah Cannon Research Institute, LLC CENTRAL INDEX KEY: 0001630087 IRS NUMBER: 201557751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-100 FILM NUMBER: 181003300 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCRI Holdings, LLC CENTRAL INDEX KEY: 0001630085 IRS NUMBER: 593830450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-101 FILM NUMBER: 181003301 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mountain Division CVH, LLC CENTRAL INDEX KEY: 0001630076 IRS NUMBER: 471210615 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-102 FILM NUMBER: 181003302 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA Pearland GP, Inc. CENTRAL INDEX KEY: 0001630074 IRS NUMBER: 113767030 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-103 FILM NUMBER: 181003303 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Columbia Healthcare System of Louisiana, Inc. CENTRAL INDEX KEY: 0001630073 IRS NUMBER: 621622840 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-104 FILM NUMBER: 181003304 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Citrus Memorial Property Management, Inc. CENTRAL INDEX KEY: 0001630072 IRS NUMBER: 471521048 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-105 FILM NUMBER: 181003305 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Citrus Memorial Hospital, Inc. CENTRAL INDEX KEY: 0001630067 IRS NUMBER: 471455535 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-106 FILM NUMBER: 181003306 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCP Properties, LLC CENTRAL INDEX KEY: 0001630143 IRS NUMBER: 901018963 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-107 FILM NUMBER: 181003307 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Primary Health, Inc. CENTRAL INDEX KEY: 0001630271 IRS NUMBER: 752473418 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-108 FILM NUMBER: 181003308 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHCA Pearland, L.P. CENTRAL INDEX KEY: 0001630127 IRS NUMBER: 050631189 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-109 FILM NUMBER: 181003309 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spotsylvania Medical Center, Inc. CENTRAL INDEX KEY: 0001392807 IRS NUMBER: 061760818 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-11 FILM NUMBER: 181003211 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pearland Partner, LLC CENTRAL INDEX KEY: 0001630137 IRS NUMBER: 331130044 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-110 FILM NUMBER: 181003310 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Southpoint, LLC CENTRAL INDEX KEY: 0001630125 IRS NUMBER: 901021429 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-111 FILM NUMBER: 181003311 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vision Holdings, LLC CENTRAL INDEX KEY: 0001630146 IRS NUMBER: 800780794 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-112 FILM NUMBER: 181003312 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vision Consulting Group, LLC CENTRAL INDEX KEY: 0001630150 IRS NUMBER: 211137639 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-113 FILM NUMBER: 181003313 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA Inc./DE CENTRAL INDEX KEY: 0001526688 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 752497104 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-114 FILM NUMBER: 181003314 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Chippenham & Johnston-Willis Hospitals, Inc. CENTRAL INDEX KEY: 0001392764 IRS NUMBER: 541779911 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-115 FILM NUMBER: 181003315 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Medicorp Development Co. CENTRAL INDEX KEY: 0001463892 IRS NUMBER: 231696018 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-116 FILM NUMBER: 181003316 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615) 344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bay Hospital, Inc. CENTRAL INDEX KEY: 0001392862 IRS NUMBER: 620976863 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-117 FILM NUMBER: 181003317 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRIGHAM CITY COMMUNITY HOSPITAL, INC. CENTRAL INDEX KEY: 0001392737 IRS NUMBER: 870318837 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-118 FILM NUMBER: 181003318 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROOKWOOD MEDICAL CENTER OF GULFPORT INC CENTRAL INDEX KEY: 0000841985 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 630751470 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-119 FILM NUMBER: 181003319 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPRING BRANCH MEDICAL CENTER, INC. CENTRAL INDEX KEY: 0001392805 IRS NUMBER: 611261492 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-12 FILM NUMBER: 181003212 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Capital Division, Inc. CENTRAL INDEX KEY: 0001392762 IRS NUMBER: 621668319 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-120 FILM NUMBER: 181003320 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Centerpoint Medical Center of Independence, LLC CENTRAL INDEX KEY: 0001392763 IRS NUMBER: 450503121 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-121 FILM NUMBER: 181003321 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Central Florida Regional Hospital, Inc. CENTRAL INDEX KEY: 0001392861 IRS NUMBER: 591978725 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-122 FILM NUMBER: 181003322 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Central Shared Services, LLC CENTRAL INDEX KEY: 0001392769 IRS NUMBER: 760771216 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-123 FILM NUMBER: 181003323 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL TENNESSEE HOSPITAL CORP CENTRAL INDEX KEY: 0001392718 IRS NUMBER: 621620866 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-124 FILM NUMBER: 181003324 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PATIENTKEEPER INC CENTRAL INDEX KEY: 0001293701 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-125 FILM NUMBER: 181003325 BUSINESS ADDRESS: STREET 1: 275 WASHINGTON STREET STREET 2: SUITE 200 CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 6179870300 MAIL ADDRESS: STREET 1: 275 WASHINGTON STREET STREET 2: SUITE 200 CITY: NEWTON STATE: MA ZIP: 02458 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHCA Bayshore, L.P. CENTRAL INDEX KEY: 0001392757 IRS NUMBER: 621801359 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-126 FILM NUMBER: 181003326 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHCA Conroe, L.P. CENTRAL INDEX KEY: 0001392758 IRS NUMBER: 621801361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-127 FILM NUMBER: 181003327 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHCA Mainland, L.P. CENTRAL INDEX KEY: 0001392760 IRS NUMBER: 621801362 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-128 FILM NUMBER: 181003328 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: El Paso Surgicenter, Inc. CENTRAL INDEX KEY: 0001392857 IRS NUMBER: 742361005 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-129 FILM NUMBER: 181003329 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spring Hill Hospital, Inc. CENTRAL INDEX KEY: 0001392806 IRS NUMBER: 841706716 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-13 FILM NUMBER: 181003213 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Encino Hospital Corporation, Inc. CENTRAL INDEX KEY: 0001392699 IRS NUMBER: 954113862 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-130 FILM NUMBER: 181003330 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EP Health, LLC CENTRAL INDEX KEY: 0001392742 IRS NUMBER: 621769682 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-131 FILM NUMBER: 181003331 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAIRVIEW PARK GP, LLC. CENTRAL INDEX KEY: 0001392774 IRS NUMBER: 621815913 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-132 FILM NUMBER: 181003332 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fairview Park, Limited Partnership CENTRAL INDEX KEY: 0001392819 IRS NUMBER: 621817469 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-133 FILM NUMBER: 181003333 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Frankfort Hospital, Inc. CENTRAL INDEX KEY: 0001392825 IRS NUMBER: 610859329 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-134 FILM NUMBER: 181003334 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Galen Property, LLC CENTRAL INDEX KEY: 0001392776 IRS NUMBER: 352260545 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-135 FILM NUMBER: 181003335 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOOD SAMARITAN HOSPITAL, L.P. CENTRAL INDEX KEY: 0001395058 IRS NUMBER: 621763090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-136 FILM NUMBER: 181003336 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL PATIENT ACCOUNT SERVICES, INC. CENTRAL INDEX KEY: 0001392798 IRS NUMBER: 621645596 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-137 FILM NUMBER: 181003337 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOPPERT-TRINITY FAMILY CARE, LLC CENTRAL INDEX KEY: 0001392775 IRS NUMBER: 760726651 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-138 FILM NUMBER: 181003338 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GPCH-GP, Inc. CENTRAL INDEX KEY: 0001394492 IRS NUMBER: 640805500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-139 FILM NUMBER: 181003339 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUN CITY HOSPITAL, INC. CENTRAL INDEX KEY: 0001392860 IRS NUMBER: 592822337 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-14 FILM NUMBER: 181003214 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAND STRAND REGIONAL MEDICAL CENTER, LLC CENTRAL INDEX KEY: 0001394499 IRS NUMBER: 621768105 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-140 FILM NUMBER: 181003340 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREEN OAKS HOSPITAL SUBSIDIARY, L.P. CENTRAL INDEX KEY: 0001392736 IRS NUMBER: 621797829 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-141 FILM NUMBER: 181003341 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREENVIEW HOSPITAL, INC. CENTRAL INDEX KEY: 0001392818 IRS NUMBER: 610724492 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-142 FILM NUMBER: 181003342 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA American Finance LLC CENTRAL INDEX KEY: 0001562275 IRS NUMBER: 900898925 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-143 FILM NUMBER: 181003343 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA-HealthONE LLC CENTRAL INDEX KEY: 0001541565 IRS NUMBER: 841321373 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-144 FILM NUMBER: 181003344 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA - IT&S Field Operations, Inc. CENTRAL INDEX KEY: 0001463897 IRS NUMBER: 061795732 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-145 FILM NUMBER: 181003345 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615) 344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA - IT&S Inventory Management, Inc. CENTRAL INDEX KEY: 0001463896 IRS NUMBER: 061796286 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-146 FILM NUMBER: 181003346 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615) 344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA Central Group, Inc. CENTRAL INDEX KEY: 0001392721 IRS NUMBER: 020762180 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-147 FILM NUMBER: 181003347 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA Health Services of Florida, Inc. CENTRAL INDEX KEY: 0001392856 IRS NUMBER: 621113740 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-148 FILM NUMBER: 181003348 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA Health Services of Louisiana, Inc. CENTRAL INDEX KEY: 0001392687 IRS NUMBER: 621113736 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-149 FILM NUMBER: 181003349 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sunrise Mountainview Hospital, Inc. CENTRAL INDEX KEY: 0001392706 IRS NUMBER: 621600397 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-15 FILM NUMBER: 181003215 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA HEALTH SERVICES OF TENNESSEE, INC. CENTRAL INDEX KEY: 0001392722 IRS NUMBER: 621113737 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-150 FILM NUMBER: 181003350 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA HEALTH SERVICES OF VIRGINIA, INC. CENTRAL INDEX KEY: 0001392777 IRS NUMBER: 621113733 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-151 FILM NUMBER: 181003351 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA Management Services, L.P. CENTRAL INDEX KEY: 0001392833 IRS NUMBER: 621778108 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-152 FILM NUMBER: 181003352 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA Realty, Inc. CENTRAL INDEX KEY: 0001463894 IRS NUMBER: 621106160 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-153 FILM NUMBER: 181003353 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615) 344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA SFB 1 LLC CENTRAL INDEX KEY: 0001575536 IRS NUMBER: 800915691 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-154 FILM NUMBER: 181003354 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HD&S Corp. Successor, Inc. CENTRAL INDEX KEY: 0001392855 IRS NUMBER: 621657694 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-155 FILM NUMBER: 181003355 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Health Midwest Office Facilities CORP CENTRAL INDEX KEY: 0001392690 IRS NUMBER: 431175071 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-156 FILM NUMBER: 181003356 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Health Midwest Ventures Group, Inc. CENTRAL INDEX KEY: 0001392695 IRS NUMBER: 431315348 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-157 FILM NUMBER: 181003357 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hendersonville Hospital CORP CENTRAL INDEX KEY: 0001392723 IRS NUMBER: 621321255 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-158 FILM NUMBER: 181003358 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOSPITAL CORP OF TENNESSEE CENTRAL INDEX KEY: 0001392725 IRS NUMBER: 621124446 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-159 FILM NUMBER: 181003359 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SURGICARE OF BRANDON, INC. CENTRAL INDEX KEY: 0001392858 IRS NUMBER: 581819994 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-16 FILM NUMBER: 181003216 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOSPITAL CORP OF UTAH CENTRAL INDEX KEY: 0001392739 IRS NUMBER: 870322019 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-160 FILM NUMBER: 181003360 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hospital Development Properties, Inc. CENTRAL INDEX KEY: 0001392714 IRS NUMBER: 621321246 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-161 FILM NUMBER: 181003361 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HPG ENTERPRISES, LLC CENTRAL INDEX KEY: 0001392727 IRS NUMBER: 621778113 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-162 FILM NUMBER: 181003362 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA 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: CMS GP, LLC DATE OF NAME CHANGE: 20070312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HSS Holdco, LLC CENTRAL INDEX KEY: 0001392745 IRS NUMBER: 621839825 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-163 FILM NUMBER: 181003363 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HSS Systems, LLC CENTRAL INDEX KEY: 0001392747 IRS NUMBER: 621804834 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-164 FILM NUMBER: 181003364 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HSS VIRGINIA, L.P. CENTRAL INDEX KEY: 0001392779 IRS NUMBER: 621848294 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-165 FILM NUMBER: 181003365 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HTI MEMORIAL HOSPITAL CORP CENTRAL INDEX KEY: 0001392726 IRS NUMBER: 621560757 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-166 FILM NUMBER: 181003366 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HTI MOB, LLC CENTRAL INDEX KEY: 0001392744 IRS NUMBER: 621824860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-167 FILM NUMBER: 181003367 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA 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: Healthtrust MOB, LLC DATE OF NAME CHANGE: 20070312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Integrated Regional Lab, LLC CENTRAL INDEX KEY: 0001392842 IRS NUMBER: 364576441 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-168 FILM NUMBER: 181003368 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Integrated Regional Laboratories, LLP CENTRAL INDEX KEY: 0001392685 IRS NUMBER: 621687140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-169 FILM NUMBER: 181003369 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SURGICARE OF FLORIDA, INC. CENTRAL INDEX KEY: 0001392823 IRS NUMBER: 953947578 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-17 FILM NUMBER: 181003217 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JFK Medical Center Limited Partnership CENTRAL INDEX KEY: 0001392684 IRS NUMBER: 621694180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-170 FILM NUMBER: 181003370 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KPH-CONSOLIDATION, INC. CENTRAL INDEX KEY: 0001392781 IRS NUMBER: 621619857 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-171 FILM NUMBER: 181003371 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lakeview Medical Center, LLC CENTRAL INDEX KEY: 0001392948 IRS NUMBER: 621762416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-172 FILM NUMBER: 181003372 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Largo Medical Center, Inc. CENTRAL INDEX KEY: 0001392854 IRS NUMBER: 621026428 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-173 FILM NUMBER: 181003373 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Las Vegas Surgicare, Inc. CENTRAL INDEX KEY: 0001392705 IRS NUMBER: 751890731 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-174 FILM NUMBER: 181003374 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lawnwood Medical Center, Inc. CENTRAL INDEX KEY: 0001392853 IRS NUMBER: 591764486 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-175 FILM NUMBER: 181003375 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEWIS-GALE HOSPITAL, INC CENTRAL INDEX KEY: 0001392782 IRS NUMBER: 540218835 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-176 FILM NUMBER: 181003376 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lewis-Gale Medical Center, LLC CENTRAL INDEX KEY: 0001392748 IRS NUMBER: 621760148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-177 FILM NUMBER: 181003377 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lewis-Gale Physicians, LLC CENTRAL INDEX KEY: 0001392783 IRS NUMBER: 061755234 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-178 FILM NUMBER: 181003378 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lone Peak Hospital, Inc. CENTRAL INDEX KEY: 0001392808 IRS NUMBER: 251925376 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-179 FILM NUMBER: 181003379 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA 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: St. Mark's Lone Peak Hospital, Inc. DATE OF NAME CHANGE: 20070323 FORMER COMPANY: FORMER CONFORMED NAME: St. Mark's Loan Peak Hospital, Inc. DATE OF NAME CHANGE: 20070312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SURGICARE OF HOUSTON WOMEN'S, INC. CENTRAL INDEX KEY: 0001392811 IRS NUMBER: 721563673 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-18 FILM NUMBER: 181003218 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOS ROBLES REGIONAL MEDICAL CENTER CENTRAL INDEX KEY: 0001392784 IRS NUMBER: 952321136 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-180 FILM NUMBER: 181003380 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Management Services Holdings, Inc. CENTRAL INDEX KEY: 0001392711 IRS NUMBER: 621874287 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-181 FILM NUMBER: 181003381 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARIETTA SURGICAL CENTER, INC. CENTRAL INDEX KEY: 0001392821 IRS NUMBER: 581539547 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-182 FILM NUMBER: 181003382 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Marion Community Hospital, Inc. CENTRAL INDEX KEY: 0001392852 IRS NUMBER: 591479652 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-183 FILM NUMBER: 181003383 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCA Investment CO CENTRAL INDEX KEY: 0001392700 IRS NUMBER: 330539836 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-184 FILM NUMBER: 181003384 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Medical Centers of Oklahoma, LLC CENTRAL INDEX KEY: 0001392785 IRS NUMBER: 621771846 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-185 FILM NUMBER: 181003385 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Medical Office Buildings of Kansas, LLC CENTRAL INDEX KEY: 0001392749 IRS NUMBER: 621789791 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-186 FILM NUMBER: 181003386 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Memorial Healthcare Group, Inc. CENTRAL INDEX KEY: 0001392851 IRS NUMBER: 593283127 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-187 FILM NUMBER: 181003387 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDWEST DIVISION - ACH, LLC CENTRAL INDEX KEY: 0001392786 IRS NUMBER: 481301811 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-188 FILM NUMBER: 181003388 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDWEST DIVISION - LRHC, LLC CENTRAL INDEX KEY: 0001392787 IRS NUMBER: 481301817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-189 FILM NUMBER: 181003389 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SURGICARE OF MANATEE, INC. CENTRAL INDEX KEY: 0001392847 IRS NUMBER: 752364410 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-19 FILM NUMBER: 181003219 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDWEST DIVISION - LSH, LLC CENTRAL INDEX KEY: 0001392788 IRS NUMBER: 450503141 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-190 FILM NUMBER: 181003390 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Plaza Specialty Hospital, LLC CENTRAL INDEX KEY: 0001748508 IRS NUMBER: 821629253 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-191 FILM NUMBER: 181003391 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615)344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDWEST DIVISION - MCI, LLC CENTRAL INDEX KEY: 0001392789 IRS NUMBER: 450503127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-192 FILM NUMBER: 181003392 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDWEST DIVISION - MMC, LLC CENTRAL INDEX KEY: 0001392790 IRS NUMBER: 481301826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-193 FILM NUMBER: 181003393 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: North Houston-TRMC, LLC CENTRAL INDEX KEY: 0001748506 IRS NUMBER: 821349955 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-194 FILM NUMBER: 181003394 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615)344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDWEST DIVISION - OPRMC, LLC CENTRAL INDEX KEY: 0001392791 IRS NUMBER: 450503116 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-195 FILM NUMBER: 181003395 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDWEST DIVISION - PFC, LLC CENTRAL INDEX KEY: 0001392792 IRS NUMBER: 481302330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-196 FILM NUMBER: 181003396 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: New Iberia Healthcare, LLC CENTRAL INDEX KEY: 0001392824 IRS NUMBER: 581741846 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-197 FILM NUMBER: 181003397 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA 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: New Iberia Healthcare Corp DATE OF NAME CHANGE: 20140306 FORMER COMPANY: FORMER CONFORMED NAME: Dauterive Hospital CORP DATE OF NAME CHANGE: 20070312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Midwest Division - RBH, LLC CENTRAL INDEX KEY: 0001392696 IRS NUMBER: 200851062 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-198 FILM NUMBER: 181003398 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDWEST DIVISION - RMC, LLC CENTRAL INDEX KEY: 0001392793 IRS NUMBER: 542092552 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-199 FILM NUMBER: 181003399 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SURGICARE OF NEWPORT RICHEY, INC. CENTRAL INDEX KEY: 0001392846 IRS NUMBER: 752243308 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-20 FILM NUMBER: 181003220 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Midwest Holdings, Inc. CENTRAL INDEX KEY: 0001392713 IRS NUMBER: 113676736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-200 FILM NUMBER: 181003400 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONTGOMERY REGIONAL HOSPITAL, INC. CENTRAL INDEX KEY: 0001394490 IRS NUMBER: 540889154 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-201 FILM NUMBER: 181003401 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOUNTAIN VIEW HOSPITAL, INC. CENTRAL INDEX KEY: 0001392795 IRS NUMBER: 870333048 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-202 FILM NUMBER: 181003402 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nashville Shared Services General Partnership CENTRAL INDEX KEY: 0001392724 IRS NUMBER: 621841237 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-203 FILM NUMBER: 181003403 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Plantation General Hospital, L.P. CENTRAL INDEX KEY: 0001392801 IRS NUMBER: 621372389 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-204 FILM NUMBER: 181003404 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Poinciana Medical Center, Inc. CENTRAL INDEX KEY: 0001600562 IRS NUMBER: 900811360 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-205 FILM NUMBER: 181003405 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULASKI COMMUNITY HOSPITAL, INC. CENTRAL INDEX KEY: 0001392802 IRS NUMBER: 540941129 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-206 FILM NUMBER: 181003406 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Redmond Park Hospital, LLC CENTRAL INDEX KEY: 0001392832 IRS NUMBER: 581123037 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-207 FILM NUMBER: 181003407 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Redmond Physician Practice CO CENTRAL INDEX KEY: 0001392836 IRS NUMBER: 810598767 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-208 FILM NUMBER: 181003408 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Reston Hospital Center, LLC CENTRAL INDEX KEY: 0001392751 IRS NUMBER: 621777534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-209 FILM NUMBER: 181003409 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Surgicare of Palms West, LLC CENTRAL INDEX KEY: 0001392841 IRS NUMBER: 201008436 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-21 FILM NUMBER: 181003221 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Retreat Hospital, LLC CENTRAL INDEX KEY: 0001392803 IRS NUMBER: 611272890 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-210 FILM NUMBER: 181003410 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA 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: Retreat Hospital, Inc. DATE OF NAME CHANGE: 20070312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIO GRANDE REGIONAL HOSPITAL, INC. CENTRAL INDEX KEY: 0001392804 IRS NUMBER: 611276564 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-211 FILM NUMBER: 181003411 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Riverside Healthcare System, L.P. CENTRAL INDEX KEY: 0001392697 IRS NUMBER: 330751869 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-212 FILM NUMBER: 181003412 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SSHR Holdco, LLC CENTRAL INDEX KEY: 0001707906 IRS NUMBER: 814663524 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-213 FILM NUMBER: 181003413 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615) 344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Oviedo Medical Center, LLC CENTRAL INDEX KEY: 0001707927 IRS NUMBER: 464660005 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-214 FILM NUMBER: 181003414 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615) 344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Outsource Group, Inc. CENTRAL INDEX KEY: 0001707576 IRS NUMBER: 431123539 STATE OF INCORPORATION: MO FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-215 FILM NUMBER: 181003415 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615) 344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Outpatient Service Holdings, Inc. CENTRAL INDEX KEY: 0001707584 IRS NUMBER: 200629512 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-216 FILM NUMBER: 181003416 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615) 344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: East Florida - DMC, Inc. CENTRAL INDEX KEY: 0001707926 IRS NUMBER: 474597688 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-217 FILM NUMBER: 181003417 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615) 344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MediCredit, Inc. CENTRAL INDEX KEY: 0001707928 IRS NUMBER: 431123539 STATE OF INCORPORATION: MO FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-218 FILM NUMBER: 181003418 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615) 344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JPM AA Housing, LLC CENTRAL INDEX KEY: 0001707907 IRS NUMBER: 814786450 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-219 FILM NUMBER: 181003419 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615) 344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SURGICARE OF RIVERSIDE, LLC CENTRAL INDEX KEY: 0001392812 IRS NUMBER: 260047096 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-22 FILM NUMBER: 181003222 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: H2U Wellness Centers, LLC CENTRAL INDEX KEY: 0001707904 IRS NUMBER: 800183159 STATE OF INCORPORATION: TN FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-220 FILM NUMBER: 181003420 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615) 344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Oklahoma Holding Company, LLC CENTRAL INDEX KEY: 0001707905 IRS NUMBER: 814288717 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-221 FILM NUMBER: 181003421 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615) 344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Weatherford Health Services, LLC CENTRAL INDEX KEY: 0001748436 IRS NUMBER: 822073410 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-222 FILM NUMBER: 181003422 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615)344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Houston-PPH,LLC CENTRAL INDEX KEY: 0001748445 IRS NUMBER: 821635538 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-223 FILM NUMBER: 181003423 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615)344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sebring Health Services, LLC CENTRAL INDEX KEY: 0001748467 IRS NUMBER: 822084329 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-224 FILM NUMBER: 181003424 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615)344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Southeast Georgia Health Services, LLC CENTRAL INDEX KEY: 0001748469 IRS NUMBER: 824223395 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-225 FILM NUMBER: 181003425 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615)344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Houston NW Manager, LLC CENTRAL INDEX KEY: 0001748474 IRS NUMBER: 821384069 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-226 FILM NUMBER: 181003426 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615)344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Savannah Health Services, LLC CENTRAL INDEX KEY: 0001748507 IRS NUMBER: 821969974 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-227 FILM NUMBER: 181003427 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615)344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Parallon Technology Solutions, LLC CENTRAL INDEX KEY: 0001541575 IRS NUMBER: 300705195 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-228 FILM NUMBER: 181003428 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FORMER COMPANY: FORMER CONFORMED NAME: Parallon Technology Solutions DATE OF NAME CHANGE: 20160301 FORMER COMPANY: FORMER CONFORMED NAME: Parallon Credentialing Solutions, LLC DATE OF NAME CHANGE: 20120207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cy-Fair Medical Center Hospital, LLC CENTRAL INDEX KEY: 0001748568 IRS NUMBER: 821412000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-229 FILM NUMBER: 181003429 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615)344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TALLAHASSEE MEDICAL CENTER, INC. CENTRAL INDEX KEY: 0001392844 IRS NUMBER: 621091430 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-23 FILM NUMBER: 181003223 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TCMC Madison - Portland, Inc. CENTRAL INDEX KEY: 0001392813 IRS NUMBER: 760811731 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-24 FILM NUMBER: 181003224 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Terre Haute Hospital GP, Inc. CENTRAL INDEX KEY: 0001392717 IRS NUMBER: 621861156 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-25 FILM NUMBER: 181003225 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Terre Haute Hospital Holdings, Inc. CENTRAL INDEX KEY: 0001392720 IRS NUMBER: 621861158 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-26 FILM NUMBER: 181003226 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Terre Haute MOB, L.P. CENTRAL INDEX KEY: 0001392826 IRS NUMBER: 760775694 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-27 FILM NUMBER: 181003228 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Terre Haute Regional Hospital, L.P. CENTRAL INDEX KEY: 0001392814 IRS NUMBER: 351461805 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-28 FILM NUMBER: 181003229 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Regional Health System of Acadiana, LLC CENTRAL INDEX KEY: 0001392864 IRS NUMBER: 581741727 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-29 FILM NUMBER: 181003230 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA 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: Hamilton Medical Center, Inc. DATE OF NAME CHANGE: 20070312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Timpanogos Regional Medical Services, Inc. CENTRAL INDEX KEY: 0001392815 IRS NUMBER: 621831495 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-30 FILM NUMBER: 181003231 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: W & C HOSPITAL, INC. CENTRAL INDEX KEY: 0001392817 IRS NUMBER: 611259838 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-31 FILM NUMBER: 181003232 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIDENT MEDICAL CENTER, LLC CENTRAL INDEX KEY: 0001392835 IRS NUMBER: 621768106 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-32 FILM NUMBER: 181003233 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U.S. Collections, Inc. CENTRAL INDEX KEY: 0001600560 IRS NUMBER: 113736607 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-33 FILM NUMBER: 181003234 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Utah Medco, LLC CENTRAL INDEX KEY: 0001392755 IRS NUMBER: 621769672 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-34 FILM NUMBER: 181003235 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VH Holdco, Inc. CENTRAL INDEX KEY: 0001392708 IRS NUMBER: 621749073 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-35 FILM NUMBER: 181003236 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VH Holdings, Inc CENTRAL INDEX KEY: 0001392709 IRS NUMBER: 621720399 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-36 FILM NUMBER: 181003237 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIRGINIA PSYCHIATRIC COMPANY, INC. CENTRAL INDEX KEY: 0001392816 IRS NUMBER: 621410313 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-37 FILM NUMBER: 181003238 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WALTERBORO COMMUNITY HOSPITAL, INC. CENTRAL INDEX KEY: 0001392716 IRS NUMBER: 570712623 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-38 FILM NUMBER: 181003239 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wesley Medical Center, LLC CENTRAL INDEX KEY: 0001392756 IRS NUMBER: 621762545 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-39 FILM NUMBER: 181003240 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: West Florida - MHT, LLC CENTRAL INDEX KEY: 0001600561 IRS NUMBER: 364764806 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-40 FILM NUMBER: 181003241 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: West Florida - PPH, LLC CENTRAL INDEX KEY: 0001600563 IRS NUMBER: 800935610 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-41 FILM NUMBER: 181003242 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: West Florida - TCH, LLC CENTRAL INDEX KEY: 0001600564 IRS NUMBER: 800935908 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-42 FILM NUMBER: 181003243 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: West Florida Regional Medical Center, Inc. CENTRAL INDEX KEY: 0001392822 IRS NUMBER: 591525468 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-43 FILM NUMBER: 181003244 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: North Texas - MCA, LLC CENTRAL INDEX KEY: 0001600565 IRS NUMBER: 464027347 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-44 FILM NUMBER: 181003245 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEST VALLEY MEDICAL CENTER, INC. CENTRAL INDEX KEY: 0001392828 IRS NUMBER: 363525049 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-45 FILM NUMBER: 181003246 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Western Plains Capital, Inc. CENTRAL INDEX KEY: 0001392710 IRS NUMBER: 621727347 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-46 FILM NUMBER: 181003247 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHMC, INC. CENTRAL INDEX KEY: 0001392728 IRS NUMBER: 611261485 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-47 FILM NUMBER: 181003248 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Woman's Hospital of Texas, INC CENTRAL INDEX KEY: 0001392688 IRS NUMBER: 741991484 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-48 FILM NUMBER: 181003249 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHCA West Houston, L.P. CENTRAL INDEX KEY: 0001392761 IRS NUMBER: 621801363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-49 FILM NUMBER: 181003250 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: New Port Richey Hospital, Inc. CENTRAL INDEX KEY: 0001392850 IRS NUMBER: 592047041 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-50 FILM NUMBER: 181003251 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHCA Woman's Hospital, L.P. CENTRAL INDEX KEY: 0001392946 IRS NUMBER: 621810381 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-51 FILM NUMBER: 181003252 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLORADO HEALTH SYSTEMS, INC. CENTRAL INDEX KEY: 0001392768 IRS NUMBER: 621593008 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-52 FILM NUMBER: 181003253 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA ASC MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001392771 IRS NUMBER: 330539838 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-53 FILM NUMBER: 181003254 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Columbia Jacksonville Healthcare System, Inc. CENTRAL INDEX KEY: 0001392859 IRS NUMBER: 611272241 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-54 FILM NUMBER: 181003255 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA MEDICAL CENTER OF ARLINGTON SUBSIDIARY, L.P. CENTRAL INDEX KEY: 0001392729 IRS NUMBER: 621682201 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-55 FILM NUMBER: 181003256 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA MEDICAL CENTER OF DENTON SUBSIDIARY, L.P. CENTRAL INDEX KEY: 0001392730 IRS NUMBER: 621682213 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-56 FILM NUMBER: 181003257 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA MEDICAL CENTER OF LAS COLINAS, INC. CENTRAL INDEX KEY: 0001392770 IRS NUMBER: 621650582 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-57 FILM NUMBER: 181003258 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA MEDICAL CENTER OF LEWISVILLE SUBSIDIARY, L.P. CENTRAL INDEX KEY: 0001392731 IRS NUMBER: 621682210 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-58 FILM NUMBER: 181003259 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA MEDICAL CENTER OF MCKINNEY SUBSIDIARY, L.P. CENTRAL INDEX KEY: 0001392732 IRS NUMBER: 621682207 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-59 FILM NUMBER: 181003260 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA MEDICAL CENTER OF PLANO SUBSIDIARY, L.P. CENTRAL INDEX KEY: 0001392733 IRS NUMBER: 621682203 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-60 FILM NUMBER: 181003261 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA NORTH HILLS HOSPITAL SUBSIDIARY, L.P. CENTRAL INDEX KEY: 0001392734 IRS NUMBER: 621682205 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-61 FILM NUMBER: 181003262 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA OGDEN MEDICAL CENTER, INC. CENTRAL INDEX KEY: 0001392738 IRS NUMBER: 621650578 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-62 FILM NUMBER: 181003263 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA PARKERSBURG HEALTHCARE SYSTEM, LLC CENTRAL INDEX KEY: 0001392767 IRS NUMBER: 621634494 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-63 FILM NUMBER: 181003264 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA PLAZA MEDICAL CENTER OF FORT WORTH SUBSIDIARY, L.P. CENTRAL INDEX KEY: 0001392735 IRS NUMBER: 621682202 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-64 FILM NUMBER: 181003265 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Columbia Rio Grande Healthcare, L.P. CENTRAL INDEX KEY: 0001392686 IRS NUMBER: 621656022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-65 FILM NUMBER: 181003266 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Columbia Riverside, Inc. CENTRAL INDEX KEY: 0001392698 IRS NUMBER: 621664328 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-66 FILM NUMBER: 181003267 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Columbia Valley Healthcare System, L.P. CENTRAL INDEX KEY: 0001033652 IRS NUMBER: 621669572 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-67 FILM NUMBER: 181003268 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA 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: COLUMBIA VALLEY HEALTHCARE SYSTEMS L P DATE OF NAME CHANGE: 19970213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Columbia/Alleghany Regional Hospital INC CENTRAL INDEX KEY: 0001392765 IRS NUMBER: 541761046 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-68 FILM NUMBER: 181003269 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA 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: Columbia/ Alleghany Regional Hospital INC DATE OF NAME CHANGE: 20070312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA/HCA JOHN RANDOLPH, INC. CENTRAL INDEX KEY: 0001392766 IRS NUMBER: 611272888 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-69 FILM NUMBER: 181003270 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Columbine Psychiatric Center, Inc. CENTRAL INDEX KEY: 0001392702 IRS NUMBER: 841042212 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-70 FILM NUMBER: 181003271 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBUS CARDIOLOGY, INC. CENTRAL INDEX KEY: 0001392839 IRS NUMBER: 581941109 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-71 FILM NUMBER: 181003272 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONROE HOSPITAL CORP CENTRAL INDEX KEY: 0001392772 IRS NUMBER: 742467524 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-72 FILM NUMBER: 181003273 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dallas/Ft. Worth Physician, LLC CENTRAL INDEX KEY: 0001392740 IRS NUMBER: 621769694 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-73 FILM NUMBER: 181003274 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUBLIN COMMUNITY HOSPITAL, LLC CENTRAL INDEX KEY: 0001392834 IRS NUMBER: 581431023 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-74 FILM NUMBER: 181003275 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTERN IDAHO HEALTH SERVICES, INC. CENTRAL INDEX KEY: 0001392829 IRS NUMBER: 820436622 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-75 FILM NUMBER: 181003276 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDWARD WHITE HOSPITAL, INC. CENTRAL INDEX KEY: 0001392773 IRS NUMBER: 593089836 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-76 FILM NUMBER: 181003277 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ROSE HOLDING COMPANY, INC. CENTRAL INDEX KEY: 0001392796 IRS NUMBER: 621617432 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-77 FILM NUMBER: 181003278 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: North Florida Immediate Care Center, Inc. CENTRAL INDEX KEY: 0001392849 IRS NUMBER: 582075775 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-78 FILM NUMBER: 181003279 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: North Florida Regional Medical Center, Inc. CENTRAL INDEX KEY: 0001392848 IRS NUMBER: 611269294 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-79 FILM NUMBER: 181003280 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Northern Utah Healthcare CORP CENTRAL INDEX KEY: 0001392797 IRS NUMBER: 621650573 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-80 FILM NUMBER: 181003281 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Northern Virginia Community Hospital, LLC CENTRAL INDEX KEY: 0001392799 IRS NUMBER: 043665595 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-81 FILM NUMBER: 181003282 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHLAKE MEDICAL CENTER, LLC CENTRAL INDEX KEY: 0001392820 IRS NUMBER: 582433434 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-82 FILM NUMBER: 181003283 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Notami Hospitals, LLC CENTRAL INDEX KEY: 0001392949 IRS NUMBER: 621761993 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-83 FILM NUMBER: 181003284 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Okaloosa Hospital, Inc. CENTRAL INDEX KEY: 0001392845 IRS NUMBER: 591836808 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-84 FILM NUMBER: 181003285 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Okeechobee Hospital, Inc. CENTRAL INDEX KEY: 0001392831 IRS NUMBER: 591833934 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-85 FILM NUMBER: 181003286 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Outpatient Cardiovascular Center of Central Florida, LLC CENTRAL INDEX KEY: 0001392750 IRS NUMBER: 522448149 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-86 FILM NUMBER: 181003287 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PALMS WEST HOSPITAL LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0001392800 IRS NUMBER: 621694178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-87 FILM NUMBER: 181003288 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Parallon Business Solutions, LLC CENTRAL INDEX KEY: 0001541573 IRS NUMBER: 900734008 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-88 FILM NUMBER: 181003289 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Parallon Enterprises, LLC CENTRAL INDEX KEY: 0001541576 IRS NUMBER: 300705198 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-89 FILM NUMBER: 181003290 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FORMER COMPANY: FORMER CONFORMED NAME: Parallon Employer, LLC DATE OF NAME CHANGE: 20120207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Parallon Health Information Solutions, LLC CENTRAL INDEX KEY: 0001541577 IRS NUMBER: 611664600 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-90 FILM NUMBER: 181003291 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARALLON HOLDINGS, LLC CENTRAL INDEX KEY: 0001392746 IRS NUMBER: 621804832 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-91 FILM NUMBER: 181003292 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA 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: HSS Systems VA, LLC DATE OF NAME CHANGE: 20070312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Parallon Payroll Solutions, LLC CENTRAL INDEX KEY: 0001541578 IRS NUMBER: 364713969 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-92 FILM NUMBER: 181003293 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Putnam Community Medical Center of North Florida, LLC CENTRAL INDEX KEY: 0001659721 IRS NUMBER: 472762362 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-93 FILM NUMBER: 181003294 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Parallon Physician Services, LLC CENTRAL INDEX KEY: 0001541579 IRS NUMBER: 352426398 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-94 FILM NUMBER: 181003295 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HealthTrust Workforce Solutions, LLC CENTRAL INDEX KEY: 0001541580 IRS NUMBER: 383856554 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-95 FILM NUMBER: 181003296 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FORMER COMPANY: FORMER CONFORMED NAME: Parallon Workforce Management Solutions, LLC DATE OF NAME CHANGE: 20120207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pasadena Bayshore Hospital, Inc. CENTRAL INDEX KEY: 0001463895 IRS NUMBER: 741616679 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-96 FILM NUMBER: 181003297 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615) 344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Columbia LaGrange Hospital, LLC CENTRAL INDEX KEY: 0001392827 IRS NUMBER: 611276162 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-97 FILM NUMBER: 181003298 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA 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: Columbia LaGrange Hospital, Inc. DATE OF NAME CHANGE: 20070312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOTAMI HOSPITALS OF LOUISIANA INC CENTRAL INDEX KEY: 0000841994 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 954176923 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-226709-98 FILM NUMBER: 181003299 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 S-3ASR 1 d572895ds3asr.htm FORM S-3ASR Form S-3ASR
Table of Contents

As filed with the Securities and Exchange Commission on August 9, 2018

Registration No. 333-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

HCA Healthcare, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   8062   27-3865930

(State or other jurisdiction of

incorporation or organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification Number)

 

 

HCA Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   8062   75-2497104

(State or other jurisdiction of

incorporation or organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification Number)

 

 

SEE TABLE OF ADDITIONAL REGISTRANTS

 

 

One Park Plaza

Nashville, Tennessee 37203

(615) 344-9551

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

John M. Franck II, Esq.

HCA Healthcare, Inc.

Vice President and Corporate Secretary

One Park Plaza

Nashville, Tennessee 37203

Telephone: (615) 344-9551

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

 

David Lopez, Esq.   J. Allen Overby, Esq.
Cleary Gottlieb Steen & Hamilton LLP   Michael R. Kuffner, Esq.
One Liberty Plaza   Bass, Berry & Sims PLC
New York, New York 10006   150 Third Avenue South, Suite 2800
Telephone: (212) 225-2000   Nashville, Tennessee 37201-2017
  Telephone: (615) 742-6200

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☒

If this Form is a post-effective amendment to a registration statement pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company   ☐
     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

Title of Each Class of

Securities to be Registered

  

Amount

to be

Registered

  

Proposed

Maximum

Offering Price

per Unit

  

Proposed

Maximum

Aggregate

Offering Price

  

Amount of

Registration Fee

Common Stock

   (1)   (1)   (1)   (2)

Preferred Stock

   (1)   (1)   (1)   (2)

Debt Securities

   (1)   (1)   (1)   (2)

Guarantees of Debt Securities

   (3)   (3)   (3)   (3)

 

 

(1)

Omitted pursuant to General Instructions II.E. of Form S-3. An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices.

(2)

In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee.

(3)

No separate consideration will be received for the guarantees. Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the guarantees.

 

 

 

Table of Contents

Table of Additional Registrant Guarantors

 

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

  

State or Other
Jurisdiction of
Incorporation or
Organization

  

I.R.S.
Employer
Identification
Number

  

Address,
Including Zip Code,
and Telephone
Number, Including
Area Code,
of Registrant
Guarantor’s Principal
Executive Offices

American Medicorp Development Co.

   Delaware   23-1696018  

One Park Plaza Nashville, TN 37203

(615) 344-9551

Bay Hospital, Inc.

   Florida   62-0976863  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Brigham City Community Hospital, Inc.

   Utah   87-0318837  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Brookwood Medical Center of Gulfport, Inc.

   Mississippi   63-0751470  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Capital Division, Inc.

   Virginia   62-1668319  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Centerpoint Medical Center of Independence, LLC

   Delaware   45-0503121  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Central Florida Regional Hospital, Inc.

   Florida   59-1978725  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Central Shared Services, LLC

   Virginia   76-0771216  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Central Tennessee Hospital Corporation

   Tennessee   62-1620866  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

CHCA Bayshore, L.P.

   Delaware   62-1801359  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

CHCA Conroe, L.P.

   Delaware   62-1801361  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

CHCA Mainland, L.P.

   Delaware   62-1801362  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

CHCA Pearland, L.P.

   Texas   05-0631189  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

CHCA West Houston, L.P.

   Delaware   62-1801363  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

CHCA Woman’s Hospital, L.P.

   Delaware   62-1810381  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Chippenham & Johnston-Willis Hospitals, Inc.

   Virginia   54-1779911  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Table of Contents

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

  

State or Other
Jurisdiction of
Incorporation or
Organization

  

I.R.S.
Employer
Identification
Number

  

Address,
Including Zip Code,
and Telephone
Number, Including
Area Code,
of Registrant
Guarantor’s Principal
Executive Offices

Citrus Memorial Hospital, Inc.

   Florida   47-1455535  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Citrus Memorial Property Management, Inc.

   Florida   47-1521048  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Colorado Health Systems, Inc.

   Colorado   62-1593008  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia ASC Management, L.P.

   California   33-0539838  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Healthcare System of Louisiana, Inc.

   Louisiana   62-1622840  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Jacksonville Healthcare System, Inc.

   Florida   61-1272241   One Park Plaza
Nashville, TN 37203 (615) 344-9551

Columbia LaGrange Hospital, LLC

   Illinois   61-1276162  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Medical Center of Arlington Subsidiary, L.P.

   Texas   62-1682201  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Medical Center of Denton Subsidiary, L.P.

   Texas   62-1682213  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Medical Center of Las Colinas, Inc.

   Texas   62-1650582  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Medical Center of Lewisville Subsidiary, L.P.

   Texas   62-1682210  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Medical Center of McKinney Subsidiary, L.P.

   Texas   62-1682207  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Medical Center of Plano Subsidiary, L.P.

   Texas   62-1682203  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia North Hills Hospital Subsidiary, L.P.

   Texas   62-1682205  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Ogden Medical Center, Inc.

   Utah   62-1650578  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Parkersburg Healthcare System, LLC

   West Virginia   62-1634494  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P.

   Texas   62-1682202  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Table of Contents

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

  

State or Other
Jurisdiction of
Incorporation or
Organization

  

I.R.S.
Employer
Identification
Number

  

Address,
Including Zip Code,
and Telephone
Number, Including
Area Code,
of Registrant
Guarantor’s Principal
Executive Offices

Columbia Rio Grande Healthcare, L.P.

   Delaware   62-1656022  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Riverside, Inc.

   California   62-1664328  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Valley Healthcare System, L.P.

   Delaware   62-1669572  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia/Alleghany Regional Hospital, Incorporated

   Virginia   54-1761046  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia/HCA John Randolph, Inc.

   Virginia   61-1272888  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbine Psychiatric Center, Inc.

   Colorado   84-1042212  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbus Cardiology, Inc.

   Georgia   58-1941109  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Conroe Hospital Corporation

   Texas   74-2467524  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Cy-Fair Medical Center Hospital, LLC

   Delaware   82-1412000  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Dallas/Ft. Worth Physician, LLC

   Delaware   62-1769694  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Dublin Community Hospital, LLC

   Georgia   58-1431023  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

East Florida — DMC, Inc.

   Florida   47-4597688  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Eastern Idaho Health Services, Inc.

   Idaho   82-0436622  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Edward White Hospital, Inc.

   Florida   59-3089836  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

El Paso Surgicenter, Inc.

   Texas   74-2361005  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Encino Hospital Corporation, Inc.

   California   95-4113862  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

EP Health, LLC

   Delaware   62-1769682  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Table of Contents

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

  

State or Other
Jurisdiction of
Incorporation or
Organization

  

I.R.S.
Employer
Identification
Number

  

Address,
Including Zip Code,
and Telephone
Number, Including
Area Code,
of Registrant
Guarantor’s Principal
Executive Offices

Fairview Park GP, LLC

   Delaware   62-1815913  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Fairview Park, Limited Partnership

   Georgia   62-1817469  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Frankfort Hospital, Inc.

   Kentucky   61-0859329  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Galen Property, LLC

   Virginia   35-2260545  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Good Samaritan Hospital, L.P.

   Delaware   62-1763090  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Goppert-Trinity Family Care, LLC

   Delaware   76-0726651  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

GPCH-GP, Inc.

   Delaware   64-0805500  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Grand Strand Regional Medical Center, LLC

   Delaware   62-1768105  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Green Oaks Hospital Subsidiary, L.P.

   Texas   62-1797829  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Greenview Hospital, Inc.

   Kentucky   61-0724492  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

H2U Wellness Centers, LLC

   Tennessee   80-0183159  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA American Finance LLC

   Delaware   90-0898925  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA — HealthONE LLC

   Colorado   84-1321373  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA — IT&S Field Operations, Inc.

   Delaware   06-1795732  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA — IT&S Inventory Management, Inc.

   Delaware   06-1796286  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA Central Group, Inc.

   Tennessee   02-0762180  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA Health Services of Florida, Inc.

   Florida   62-1113740  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Table of Contents

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

  

State or Other
Jurisdiction of
Incorporation or
Organization

  

I.R.S.
Employer
Identification
Number

  

Address,
Including Zip Code,
and Telephone
Number, Including
Area Code,
of Registrant
Guarantor’s Principal
Executive Offices

HCA Health Services of Louisiana, Inc.

   Louisiana   62-1113736  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA Health Services of Tennessee, Inc.

   Tennessee   62-1113737  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA Health Services of Virginia, Inc.

   Virginia   62-1113733  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA Management Services, L.P.

   Delaware   62-1778108  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA Pearland GP, Inc.

   Texas   11-3767030  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA Realty, Inc.

   Tennessee   62-1106160  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA SFB 1 LLC

   Delaware   80-0915691  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HD&S Corp. Successor, Inc.

   Florida   62-1657694  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Health Midwest Office Facilities Corporation

   Missouri   43-1175071  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Health Midwest Ventures Group, Inc.

   Missouri   43-1315348  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HealthTrust Workforce Solutions, LLC

   Tennessee   38-3856554  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Hendersonville Hospital Corporation

   Tennessee   62-1321255  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Hospital Corporation of Tennessee

   Tennessee   62-1124446  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Hospital Corporation of Utah

   Utah   87-0322019  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Hospital Development Properties, Inc.

   Delaware   62-1321246  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Houston NW Manager, LLC

   Delaware   82-1384069  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Houston — PPH, LLC

   Delaware   82-1635538  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Table of Contents

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

  

State or Other
Jurisdiction of
Incorporation or
Organization

  

I.R.S.
Employer
Identification
Number

  

Address,
Including Zip Code,
and Telephone
Number, Including
Area Code,
of Registrant
Guarantor’s Principal
Executive Offices

HPG Enterprises, LLC

   Delaware   62-1778113  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HSS Holdco, LLC

   Delaware   62-1839825  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HSS Systems, LLC

   Delaware   62-1804834  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HSS Virginia, L.P.

   Virginia   62-1848294  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HTI Memorial Hospital Corporation

   Tennessee   62-1560757  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HTI MOB, LLC

   Delaware   62-1824860  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Integrated Regional Lab, LLC

   Florida   36-4576441  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Integrated Regional Laboratories, LLP

   Delaware   62-1687140  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

JFK Medical Center Limited Partnership

   Delaware   62-1694180  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

JPM AA Housing, LLC

   Florida   81-4786450  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

KPH-Consolidation, Inc.

   Texas   62-1619857  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Lakeview Medical Center, LLC

   Delaware   62-1762416  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Largo Medical Center, Inc.

   Florida   62-1026428  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Las Vegas Surgicare, Inc.

   Nevada   75-1890731  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Lawnwood Medical Center, Inc.

   Florida   59-1764486  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Lewis-Gale Hospital, Incorporated

   Virginia   54-0218835  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Lewis-Gale Medical Center, LLC

   Delaware   62-1760148  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Table of Contents

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

  

State or Other
Jurisdiction of
Incorporation or
Organization

  

I.R.S.
Employer
Identification
Number

  

Address,
Including Zip Code,
and Telephone
Number, Including
Area Code,
of Registrant
Guarantor’s Principal
Executive Offices

Lewis-Gale Physicians, LLC

   Virginia   06-1755234  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Lone Peak Hospital, Inc.

   Utah   25-1925376  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Los Robles Regional Medical Center

   California   95-2321136  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Management Services Holdings, Inc.

   Delaware   62-1874287  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Marietta Surgical Center, Inc.

   Georgia   58-1539547  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Marion Community Hospital, Inc.

   Florida   59-1479652  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

MCA Investment Company

   California   33-0539836  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Medical Centers of Oklahoma, LLC

   Delaware   62-1771846  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Medical Office Buildings of Kansas, LLC

   Delaware   62-1789791  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

MediCredit, Inc.

   Missouri   43-1123539  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Memorial Healthcare Group, Inc.

   Florida   59-3283127  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Midwest Division — ACH, LLC

   Delaware   48-1301811  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Midwest Division — LRHC, LLC

   Delaware   48-1301817  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Midwest Division — LSH, LLC

   Delaware   45-0503141  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Midwest Division — MCI, LLC

   Delaware   45-0503127  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Midwest Division — MMC, LLC

   Delaware   48-1301826  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Midwest Division — OPRMC, LLC

   Delaware   45-0503116  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Table of Contents

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

  

State or Other
Jurisdiction of
Incorporation or
Organization

  

I.R.S.
Employer
Identification
Number

  

Address,
Including Zip Code,
and Telephone
Number, Including
Area Code,
of Registrant
Guarantor’s Principal
Executive Offices

Midwest Division — PFC, LLC

   Delaware   48-1302330  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Midwest Division — RBH, LLC

   Missouri   20-0851062  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Midwest Division — RMC, LLC

   Delaware   54-2092552  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Midwest Holdings, Inc.

   Delaware   11-3676736  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Montgomery Regional Hospital, Inc.

   Virginia   54-0889154  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Mountain Division — CVH, LLC

   Utah   47-1210615  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Mountain View Hospital, Inc.

   Utah   87-0333048  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Nashville Shared Services General Partnership

   Delaware   62-1841237  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

National Patient Account Services, Inc.

   Texas   62-1645596  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

New Iberia Healthcare, LLC

   Louisiana   58-1741846  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

New Port Richey Hospital, Inc.

   Florida   59-2047041  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

New Rose Holding Company, Inc.

   Colorado   62-1617432  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

North Florida Immediate Care Center, Inc.

   Florida   58-2075775  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

North Florida Regional Medical Center, Inc.

   Florida   61-1269294  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

North Houston — TRMC, LLC

   Delaware   82-1349955  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

North Texas — MCA, LLC

   Texas   46-4027347  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Northern Utah Healthcare Corporation

   Utah   62-1650573  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Table of Contents

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

  

State or Other
Jurisdiction of
Incorporation or
Organization

  

I.R.S.
Employer
Identification
Number

  

Address,
Including Zip Code,
and Telephone
Number, Including
Area Code,
of Registrant
Guarantor’s Principal
Executive Offices

Northern Virginia Community Hospital, LLC

   Virginia   04-3665595  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Northlake Medical Center, LLC

   Georgia   58-2433434  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Notami Hospitals of Louisiana, Inc.

   Louisiana   95-4176923  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Notami Hospitals, LLC

   Delaware   62-1761993  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Okaloosa Hospital, Inc.

   Florida   59-1836808  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Okeechobee Hospital, Inc.

   Florida   59-1833934  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Oklahoma Holding Company, LLC

   Delaware   81-4288717  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Outpatient Cardiovascular Center of Central Florida, LLC

   Delaware   52-2448149  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Outpatient Services Holdings, Inc.

   Delaware   20-0629512  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Oviedo Medical Center, LLC

   Florida   46-4660005  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Palms West Hospital Limited Partnership

   Delaware   62-1694178  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Parallon Business Solutions, LLC

   Tennessee   90-0734008  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Parallon Enterprises, LLC

   Tennessee   30-0705198  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Parallon Health Information Solutions, LLC

   Tennessee   61-1664600  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Parallon Holdings, LLC

   Delaware   62-1804832  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Parallon Payroll Solutions, LLC

   Tennessee   36-4713969  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Parallon Physician Services, LLC

   Tennessee   35-2426398  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Table of Contents

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

  

State or Other
Jurisdiction of
Incorporation or
Organization

  

I.R.S.
Employer
Identification
Number

  

Address,
Including Zip Code,
and Telephone
Number, Including
Area Code,
of Registrant
Guarantor’s Principal
Executive Offices

Pasadena Bayshore Hospital, Inc.

   Texas   74-1616679  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

PatientKeeper, Inc.

   Delaware   04-3377393  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Pearland Partner, LLC

   Delaware   33-1130044  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Plantation General Hospital, L.P.

   Delaware   62-1372389  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Plaza Specialty Hospital, LLC

   Delaware   82-1629253  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Poinciana Medical Center, Inc.

   Florida   90-0811360  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Primary Health, Inc.

   Texas   75-2473418  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

PTS Solutions, LLC

   Tennessee   30-0705195  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Pulaski Community Hospital, Inc.

   Virginia   54-0941129  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Putnam Community Medical Center of North Florida, LLC

   Florida   47-2762362  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Redmond Park Hospital, LLC

   Georgia   58-1123037  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Redmond Physician Practice Company

   Georgia   62-1662134  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Reston Hospital Center, LLC

   Delaware   62-1777534  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Retreat Hospital, LLC

   Virginia   61-1272890  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Rio Grande Regional Hospital, Inc.

   Texas   61-1276564  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Riverside Healthcare System, L.P.

   California   33-0751869  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Riverside Hospital, Inc.

   Delaware   74-2600687  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Table of Contents

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

  

State or Other
Jurisdiction of
Incorporation or
Organization

  

I.R.S.
Employer
Identification
Number

  

Address,
Including Zip Code,
and Telephone
Number, Including
Area Code,
of Registrant
Guarantor’s Principal
Executive Offices

Samaritan, LLC

   Delaware   62-1762605  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

San Jose Healthcare System, LP

   Delaware   77-0498674  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

San Jose Hospital, L.P.

   Delaware   62-1763091  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

San Jose Medical Center, LLC

   Delaware   62-1762609  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

San Jose, LLC

   Delaware   62-1756992  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Sarah Cannon Research Institute, LLC

   Delaware   20-1557751  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Sarasota Doctors Hospital, Inc.

   Florida   61-1258724  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Savannah Health Services, LLC

   Delaware   82-1969974  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

SCRI Holdings, LLC

   Delaware   59-3830450  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Sebring Health Services, LLC

   Delaware   82-2084329  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

SJMC, LLC

   Delaware   62-1762613  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Southeast Georgia Health Services, LLC

   Delaware   81-4223395  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Southern Hills Medical Center, LLC

   Nevada   74-3048428  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Southpoint, LLC

   Tennessee   90-1021429  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Spalding Rehabilitation L.L.C

   Delaware   84-1321505  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Spotsylvania Medical Center, Inc.

   Virginia   06-1760818  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Spring Branch Medical Center, Inc.

   Texas   61-1261492  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Table of Contents

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

  

State or Other
Jurisdiction of
Incorporation or
Organization

  

I.R.S.
Employer
Identification
Number

  

Address,
Including Zip Code,
and Telephone
Number, Including
Area Code,
of Registrant
Guarantor’s Principal
Executive Offices

Spring Hill Hospital, Inc.

   Tennessee   84-1706716  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

SSHR Holdco, LLC

   Delaware   81-4663524  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Sun City Hospital, Inc.

   Florida   59-2822337  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Sunrise Mountainview Hospital, Inc.

   Nevada   62-1600397  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Surgicare of Brandon, Inc.

   Florida   58-1819994  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Surgicare of Florida, Inc.

   Florida   95-3947578  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Surgicare of Houston Women’s, Inc.

   Texas   72-1563673  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Surgicare of Manatee, Inc.

   Florida   75-2364410  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Surgicare of Newport Richey, Inc.

   Florida   75-2243308  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Surgicare of Palms West, LLC

   Florida   20-1008436  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Surgicare of Riverside, LLC

   California   26-0047096  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Tallahassee Medical Center, Inc.

   Florida   62-1091430  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

TCMC Madison-Portland, Inc.

   Tennessee   76-0811731  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Terre Haute Hospital GP, Inc.

   Delaware   62-1861156  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Terre Haute Hospital Holdings, Inc.

   Delaware   62-1861158  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Terre Haute MOB, L.P.

   Indiana   76-0775694  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Terre Haute Regional Hospital, L.P.

   Delaware   35-1461805  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Table of Contents

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

  

State or Other
Jurisdiction of
Incorporation or
Organization

  

I.R.S.
Employer
Identification
Number

  

Address,
Including Zip Code,
and Telephone
Number, Including
Area Code,
of Registrant
Guarantor’s Principal
Executive Offices

The Outsource Group, Inc.

   Missouri   43-1749862  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

The Regional Health System of Acadiana, LLC

   Louisiana   58-1741727  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Timpanogos Regional Medical Services, Inc.

   Utah   62-1831495  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Trident Medical Center, LLC

   Delaware   62-1768106  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

U.S. Collections, Inc.

   Delaware   11-3736607  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Utah Medco, LLC

   Delaware   62-1769672  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

VH Holdco, Inc.

   Nevada   62-1749073  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

VH Holdings, Inc.

   Nevada   62-1720399  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Virginia Psychiatric Company, Inc.

   Virginia   62-1410313  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Vision Consulting Group, LLC

   Delaware   27-1137639  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Vision Holdings, LLC

   Tennessee   80-0780794  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

W & C Hospital, Inc.

   Texas   61-1259838  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Walterboro Community Hospital, Inc.

   South Carolina   57-0712623  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

WCP Properties, LLC

   Tennessee   90-1018963  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Weatherford Health Services, LLC

   Delaware   82-2073410  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Wesley Medical Center, LLC

   Delaware   62-1762545  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

West Florida — MHT, LLC

   Florida   36-4764806  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Table of Contents

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

  

State or Other
Jurisdiction of
Incorporation or
Organization

  

I.R.S.
Employer
Identification
Number

  

Address,
Including Zip Code,
and Telephone
Number, Including
Area Code,
of Registrant
Guarantor’s Principal
Executive Offices

West Florida — PPH, LLC

   Florida   80-0935610  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

West Florida — TCH, LLC

   Florida   80-0935908  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

West Florida Regional Medical Center, Inc.

   Florida   59-1525468  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

West Valley Medical Center, Inc.

   Idaho   36-3525049  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Western Plains Capital, Inc.

   Nevada   62-1727347  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

WHMC, Inc.

   Texas   61-1261485  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Woman’s Hospital of Texas, Incorporated

   Texas   74-1991424  

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Table of Contents

Prospectus

 

LOGO

HCA Healthcare, Inc.

HCA Inc.

Common Stock

Preferred Stock

Debt Securities

 

 

HCA Healthcare, Inc. and/or one or more selling stockholders may offer and sell shares of our common stock from time to time in amounts, at prices and on terms that will be determined at the time of any such offering.

HCA Healthcare, Inc. may, from time to time, offer to sell preferred stock in amounts, at prices and on terms that will be determined at the time of any such offering.

HCA Healthcare, Inc. may, from time to time, offer to sell debt securities, which may or may not be guaranteed by one or more of the subsidiaries identified in this prospectus.

HCA Inc. may, from time to time, offer to sell debt securities, which will be guaranteed by HCA Healthcare, Inc. and may or may not be guaranteed by one or more of the subsidiaries identified in this prospectus.

This prospectus describes some of the general terms that may apply to these securities. We will provide the specific terms of these securities, including their offering prices, in prospectus supplements to this prospectus. The prospectus supplements may also add, update or change information contained in this prospectus. You should carefully read both this prospectus and any prospectus supplement before you invest.

HCA Healthcare, Inc. common stock is listed on the New York Stock Exchange under the symbol “HCA.” On August 8, 2018, the reported last sale price on the New York Stock Exchange for our common stock was $128.31 per share.

These securities may be offered and sold to or through one or more underwriters, dealers and agents or directly to purchasers or through a combination of these methods, on a continuous or delayed basis. You can find additional information about our plan of distribution for the securities under the heading “Plan of Distribution” beginning on page 32 of this prospectus. We will also describe the plan of distribution for any particular offering of these securities in the prospectus supplement. This prospectus may not be used to sell our securities unless it is accompanied by a prospectus supplement.

Investing in our securities involves risks. You should consider the risk factors described in any accompanying prospectus supplement or any documents we incorporate by reference.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

This prospectus is dated August 9, 2018

Table of Contents

You should rely only on the information contained or incorporated by reference in this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us with the Securities and Exchange Commission (the “SEC”). We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information contained or incorporated by reference in this prospectus and any prospectus supplement or in any such free writing prospectus is accurate as of any date other than the respective dates thereof. Our business, financial condition, results of operations and prospects may have changed since those dates.

 

 

TABLE OF CONTENTS

 

 

 

ABOUT THIS PROSPECTUS

      1  

INCORPORATION BY REFERENCE

      2  

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

      4  

OUR COMPANY

      5  

RISK FACTORS

      6  

USE OF PROCEEDS

      7  

RATIO OF EARNINGS TO FIXED CHARGES

      8  

DESCRIPTION OF CAPITAL STOCK

      9  

DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

      15  

PLAN OF DISTRIBUTION

      32  

LEGAL MATTERS

      33  

EXPERTS

      33  

Table of Contents

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC under the Securities Act of 1933, as amended (the “Securities Act”), utilizing a “shelf” registration process. Under this shelf registration process, we and/or one or more selling stockholders may, from time to time, sell in one or more offerings any of our securities described in this prospectus.

This prospectus provides you with a general description of the securities that we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering, including the specific amounts, prices and terms of the securities offered. The prospectus supplement may also add, update or change information contained in this prospectus.

You should carefully read both this prospectus and any prospectus supplement, together with additional information described under the heading “Where You Can Find More Information” and “Incorporation By Reference.”

As used herein, unless otherwise stated or indicated by context, references to “HCA Healthcare, Inc.,” the “Company,” “HCA,” “we,” “our” or “us” refer to HCA Healthcare, Inc., parent of HCA Inc., and its affiliates. The term “affiliates” means direct and indirect subsidiaries and partnerships and joint ventures in which such subsidiaries are partners. The terms “facilities” or “hospitals” refer to entities owned and operated by affiliates of HCA and the term “employees” refers to employees of affiliates of HCA. With respect to debt securities, the term “issuer” means either HCA Healthcare, Inc. or HCA Inc. depending on which registrant is offering the debt securities. The term “issuers” is a collective reference to HCA Healthcare, Inc. and HCA Inc.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet web site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file electronically with the SEC at http://www.sec.gov.

We also make available, free of charge, on or through our Internet web site (http://www.hcahealthcare.com) our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements on Schedule 14A and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Please note, however, that we have not incorporated any other information by reference from our Internet web site, other than the documents listed under the heading “Incorporation by Reference.”

We have filed with the SEC a registration statement on Form S-3 relating to the securities covered by this prospectus. This prospectus is a part of the registration statement and does not contain all the information in the registration statement. Whenever a reference is made in this prospectus to a contract or other document of ours, the reference is only a summary and you should refer to the exhibits that are a part of the registration statement for a copy of the contract or other document. You may review a copy of the registration statement and the documents incorporated by reference herein at the SEC’s Public Reference Room in Washington, D.C., as well as through the SEC’s Internet web site referenced above.

 

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INCORPORATION BY REFERENCE

The SEC allows us to incorporate by reference information into this prospectus. This means that we can disclose important information to you by referring you to another document. Any information referred to in this way is considered part of this prospectus from the date we file that document. Any reports filed by us with the SEC after the date of this prospectus and before the date that the offering of the securities by means of this prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus.

This prospectus incorporates by reference the documents listed below that HCA Healthcare, Inc. has previously filed with the SEC. These documents contain important information about us. Any information referred to in this way is considered part of this prospectus from the date HCA Healthcare, Inc. filed that document.

We incorporate by reference the documents listed below:

 

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HCA Healthcare, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017 (SEC File No. 001-11239);

 

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HCA Healthcare, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2018 (SEC File No. 001-11239);

 

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HCA Healthcare, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2018 (SEC File No. 001-11239);

 

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HCA Healthcare, Inc.’s Current Reports on Form 8-K, filed on January 17, 2018, January 30, 2018, March 13, 2018, April 5, 2018, May 1, 2018, May 2, 2018 and July 25, 2018 (other than information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless expressly stated otherwise therein);

 

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The description of HCA Healthcare, Inc.’s common stock, par value $0.01 per share, contained in HCA Healthcare, Inc.’s Registration Statement on Form 8-A, filed on March 7, 2011, and including all other amendments and reports filed for the purpose of updating such description; and

 

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All documents filed by HCA Healthcare, Inc. under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the termination of any offering to which this prospectus relates (other than information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless expressly stated otherwise therein).

In reviewing any agreements incorporated by reference, please remember that they are included to provide you with information regarding the terms of such agreements and are not intended to provide any other factual or disclosure information about HCA Inc. or HCA Healthcare, Inc. The agreements may contain representations and warranties by HCA Inc. or HCA Healthcare, Inc. which should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate. The representations and warranties were made only as of the date of the relevant agreement or such other date or dates as may be specified in such agreement and are subject to more recent developments. Accordingly, these representations and warranties alone may not describe the actual state of affairs as of the date they were made or at any other time.

We will provide without charge to each person to whom this prospectus is delivered, upon his or her written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this prospectus, excluding exhibits to those documents unless they are specifically incorporated by

 

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reference into those documents. You may request copies of those documents, at no cost, by writing or calling us at the following address or telephone number:

Corporate Secretary

HCA Healthcare, Inc.

One Park Plaza

Nashville, Tennessee 37203

(615) 344-9551

 

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FORWARD-LOOKING AND CAUTIONARY STATEMENTS

Some of the information included or incorporated by reference in this prospectus and the applicable prospectus supplement contain and incorporate by reference “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include statements regarding expected share-based compensation expense, expected capital expenditures and expected net claim payments and all other statements that do not relate solely to historical or current facts, and can be identified by the use of words like “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “initiative” or “continue.” These forward-looking statements are based on our current plans and expectations and are subject to a number of known and unknown uncertainties and risks, many of which are beyond our control, which could significantly affect current plans and expectations and our future financial position and results of operations. These factors include, but are not limited to, (1) the impact of our substantial indebtedness and the ability to refinance such indebtedness on acceptable terms, (2) the impact of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Reform Law”), including the effects of any repeal of, or changes to, the Health Reform Law or changes to its implementation, the possible enactment of additional federal or state health care reforms and possible changes to other federal, state or local laws or regulations affecting the health care industry, (3) the effects related to the continued implementation of the sequestration spending reductions required under the Budget Control Act of 2011, and related legislation extending these reductions, and the potential for future deficit reduction legislation that may alter these spending reductions, which include cuts to Medicare payments, or create additional spending reductions, (4) increases in the amount and risk of collectability of uninsured accounts and deductibles and copayment amounts for insured accounts, (5) the ability to achieve operating and financial targets, and attain expected levels of patient volumes and control the costs of providing services, (6) possible changes in Medicare, Medicaid and other state programs, including Medicaid supplemental payment programs or Medicaid waiver programs, that may impact reimbursements to health care providers and insurers and the size of the uninsured or underinsured population, (7) the highly competitive nature of the health care business, (8) changes in service mix, revenue mix and surgical volumes, including potential declines in the population covered under third party payer agreements, the ability to enter into and renew third-party payer provider agreements on acceptable terms and the impact of consumer-driven health plans and physician utilization trends and practices, (9) the efforts of health insurers, health care providers, large employer groups and others to contain health care costs, (10) the outcome of our continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures, (11) increases in wages and the ability to attract and retain qualified management and personnel, including affiliated physicians, nurses and medical and technical support personnel, (12) the availability and terms of capital to fund the expansion of our business and improvements to our existing facilities, (13) changes in accounting practices, (14) changes in general economic conditions nationally and regionally in our markets, (15) the emergence and effects related to infectious diseases, (16) future divestitures which may result in charges and possible impairments of long-lived assets, (17) changes in business strategy or development plans, (18) delays in receiving payments for services provided, (19) the outcome of pending and any future tax audits, disputes and litigation associated with our tax positions, (20) potential adverse impact of known and unknown government investigations, litigation and other claims that may be made against us, (21) the impact of potential cybersecurity incidents or security breaches, (22) our ongoing ability to demonstrate meaningful use of certified electronic health record (“EHR”) technology, (23) the impact of natural disasters, such as hurricanes and floods, or similar events beyond our control, (24) changes in interpretations, assumptions and expectations regarding the 2017 Tax Cuts and Jobs Act, including additional guidance that may be issued by federal and state taxing authorities or other standard setting bodies, and (25) other risk factors disclosed under “Risk Factors” and elsewhere in or incorporated by reference in this prospectus and the applicable prospectus supplement. As a consequence, current plans, anticipated actions and future financial position and results of operations may differ from those expressed in any forward-looking statements made by us or on our behalf. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this prospectus and the applicable prospectus supplement, which forward-looking statements reflect management’s views only as of the date of this prospectus. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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OUR COMPANY

We are the largest non-governmental hospital operator in the United States and a leading comprehensive, integrated provider of health care and related services. We provide these services through a network of acute care hospitals, outpatient facilities, clinics and other patient care delivery settings. As of June 30, 2018, we operated a diversified portfolio of 178 hospitals (with approximately 46,700 beds) and 122 freestanding surgery centers across 20 states throughout the United States and in England. As a result of our growth agenda, we have the first or second market share in many of our markets. Our portfolio consists of many large and growing urban markets with attractive demographic and economic profiles. We currently maintain a presence in 16 of the top 25 markets with the strongest Economic Health Index in the United States, based on the American City Business Journal’s 2017 Economic Health Index, a ranking of the relative economic viability of the top 100 market statistical areas in the United States. We believe our ability to successfully position and grow our assets in attractive markets and execute our operating plan has contributed to the strength of our financial performance over the last several years. For the year ended December 31, 2017, we generated revenues of $43.614 billion and net income attributable to HCA Healthcare, Inc. of $2.216 billion. For the six months ended June 30, 2018, we generated revenues of $22.952 billion and net income attributable to HCA Healthcare, Inc. of $1.964 billion.

Our patient-first strategy is to provide high quality health care services in a cost-efficient manner. We intend to build upon our history of profitable growth by maintaining our dedication to quality care, increasing our presence in key markets through organic expansion and strategic acquisitions and joint ventures, leveraging our scale and infrastructure, and further developing our physician and employee relationships. We believe pursuing these core elements of our strategy helps us develop a faster-growing, more stable and more profitable business and increases our relevance to patients, physicians, payers and employers.

Using our scale, significant resources and 50 years of operating experience, we have developed a significant management and support infrastructure. Some of the key components of our support infrastructure include a revenue cycle management organization, a health care group purchasing organization (“GPO”), an information technology and services provider, a nurse staffing agency and a medical malpractice insurance underwriter. These shared services have helped us to maximize our cash collection efficiency, achieve savings in purchasing through our scale, more rapidly deploy information technology upgrades, more effectively manage our labor pool and achieve greater stability in malpractice insurance premiums. Collectively, these components have helped us to further enhance our operating effectiveness, cost efficiency and overall financial results. Our Parallon subsidiary group also offers certain of these component services to other health care organizations.

Since the founding of our business in 1968 as a single-facility hospital company, we have demonstrated an ability to consistently innovate and sustain growth during varying economic and regulatory climates. Under the leadership of an experienced senior management team, whose tenure at HCA averages approximately 22 years, we have established an extensive record of providing high quality care, profitably growing our business, making and integrating strategic acquisitions and efficiently and strategically allocating capital spending.

 

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RISK FACTORS

Our business is subject to numerous risks, including those that are generally associated with operating in the health care industry. You should carefully consider and evaluate all of the information included and incorporated by reference in this prospectus, including the risk factors incorporated by reference to our Annual Report on Form 10-K for the year ended December 31, 2017, as well as any risk factors we may describe in any subsequent periodic reports or information we file with the SEC. It is possible that our business, financial condition, liquidity or results of operations could be materially adversely affected by any of these risks.

 

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USE OF PROCEEDS

Except as otherwise set forth in a prospectus supplement, we intend to use the net proceeds from sales of the securities for general corporate purposes, which may include the following: refunding, repurchasing, retiring upon maturity or redeeming existing debt; funding for working capital; capital expenditures; repurchases of our capital stock; and strategic investments and acquisitions. We will not receive any proceeds from sales of securities by selling stockholders.

 

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our historical ratios of earnings available for fixed charges to fixed charges for the periods indicated. This information should be read in conjunction with the consolidated financial statements and the accompanying notes incorporated by reference in this prospectus.

 

     Six Months Ended      Year Ended December 31,  
     June 30,
2018		      June 30,
2017		      2017      2016      2015      2014      2013  

Ratio of earnings to fixed charges(1)

      3.71        3.29        3.21        3.42        3.05        2.76        2.41  

 

(1)

For purposes of calculating the ratio of earnings to fixed charges, earnings represents earnings before income tax expense, and net income attributable to noncontrolling interests, plus fixed charges; and fixed charges include: (a) interest expense; (b) amortization of capitalized expenses related to debt; and (c) the portion of rental expense which management believes is representative of the interest component of rent expense.

 

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DESCRIPTION OF CAPITAL STOCK

The following is a description of the material terms of our Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws as currently in effect. We also refer you to our Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part.

Authorized Capital

As of July 31, 2018 our authorized capital stock consisted of 1,800,000,000 shares of common stock, par value $.01 per share, of which 346,046,000 shares were issued and outstanding, and 200,000,000 shares of preferred stock, of which no shares were issued and outstanding. As of June 30, 2018, there were 49 holders of record of our common stock.

Common Stock

Voting Rights. Under the terms of the Amended and Restated Certificate of Incorporation, each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Our stockholders do not have cumulative voting rights. Because of this, the holders of a majority of the shares of common stock entitled to vote and present in person or by proxy at any annual meeting of stockholders are able to elect all of the directors standing for election, if they should so choose.

Dividends. Subject to preferences that may be applicable to any then outstanding preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the Board of Directors out of legally available assets or funds.

Liquidation. In the event of our liquidation, dissolution, or winding up, holders of common stock are entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock.

Rights and Preferences. Holders of common stock have no preemptive or conversion rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences, and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock, which we may designate in the future.

Preferred Stock

The Amended and Restated Certificate of Incorporation authorizes our Board of Directors, without further action by the stockholders, to issue up to 200,000,000 shares of preferred stock, par value $.01 per share, in one or more classes or series, to establish from time to time the number of shares to be included in each such class or series, to fix the rights, powers and preferences of the shares of each such class or series and any qualifications, limitations, or restrictions thereon.

Board of Directors

The Amended and Restated Certificate of Incorporation provides for a Board of Directors of not less than three members, the exact number to be determined from time to time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office. The Amended and Restated Certificate of Incorporation provides that directors will be elected to hold office for a term expiring at the next annual meeting of stockholders and until a successor is duly elected and qualified or until his or her earlier death, resignation,

 

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disqualification or removal. In uncontested director elections each director is elected by the vote of the majority of the votes cast. An incumbent nominee not receiving a majority of the votes cast in an uncontested election shall continue to serve until (i) the director’s successor is elected and qualifies or (ii) the Board of Directors accepts the director’s resignation. Newly created directorships and vacancies may be filled, so long as there is at least one remaining director, only by the Board of Directors.

Amendment to Bylaws

The Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws provide that the Board of Directors is expressly authorized to make, alter, amend, change, add to or repeal the Bylaws of the Company by the affirmative vote of a majority of the total number of directors then in office. Any amendment, alteration, change, addition or repeal of the Bylaws of the Company by the stockholders of the Company shall require the affirmative vote of the holders of at least seventy-five percent (75%) of the outstanding shares of the Company, voting together as a class, entitled to vote on such amendment, alteration, change, addition or repeal.

Special Meetings of Stockholders

The Amended and Restated Certificate of Incorporation provides that special meetings of stockholders of the Company may be called only by either the Board of Directors, pursuant to a resolution adopted by the affirmative vote of the majority of the total number of directors then in office, or by the Chairman of the Board or the Chief Executive Officer of the Company.

Action on Written Consent

Pursuant to the Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws, any action required or permitted to be taken at an annual or special meeting of stockholders of the Company may be taken only upon the vote of the stockholders at an annual or special meeting duly called and may not be taken by written consent of the stockholders.

Corporate Opportunities

The Amended and Restated Certificate of Incorporation provides that we renounce any interest or expectancy of the Company in the business opportunities of certain of our current and prior investors and of their officers, directors, agents, shareholders, members, partners, affiliates and subsidiaries and each such party shall not have any obligation to offer us those opportunities unless presented to a director or officer of the Company in his or her capacity as a director or officer of the Company.

Amendment to Amended and Restated Certificate of Incorporation

The Amended and Restated Certificate of Incorporation provides that the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power of all outstanding shares of the Company entitled to vote generally in the election of directors, voting together in a single class, is required to adopt any provision inconsistent with, to amend or repeal any provision of, or to adopt a bylaw inconsistent with certain specified provisions of the Amended and Restated Certificate of Incorporation.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our Second Amended and Restated Bylaws provide that stockholders seeking to nominate candidates for election as directors or to bring business before an annual or special meeting of stockholders must provide timely notice of their proposal in writing to the secretary of the Company. Generally, to be timely, a stockholder’s

 

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notice must be delivered to, mailed or received at our principal executive offices, addressed to the secretary of the Company, and within the following time periods:

 

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in the case of an annual meeting, no earlier than 120 days and no later than 90 days prior to the first anniversary of the date of the preceding year’s annual meeting; provided, however, that if (A) the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the preceding year’s annual meeting, or (B) no annual meeting was held during the preceding year, to be timely the stockholder notice must be received no earlier than 120 days before such annual meeting and no later than the later of 90 days before such annual meeting or the tenth day after the day on which public disclosure of the date of such meeting is first made; and

 

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in the case of a nomination of a person or persons for election to the Board of Directors at a special meeting of the stockholders called for the purpose of electing directors, no earlier than 120 days before such special meeting and no later than the later of 90 days before such annual or special meeting or the tenth day after the day on which public disclosure of the date of such meeting is first made.

In no event shall an adjournment, postponement or deferral, or public disclosure of an adjournment, postponement or deferral, of a meeting of the stockholders commence a new time period (or extend any time period) for the giving of the stockholder’s notice.

We have also adopted a proxy access right that permits a stockholder, or a group of up to 20 stockholders, owning continuously for at least three years shares of our stock representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors, to nominate and include in our proxy materials director nominees, provided that the stockholder(s) and the nominee(s) satisfy the requirements in our Second Amended and Restated Bylaws. Under our Second Amended and Restated Bylaws, to be considered timely, compliant notice of proxy access director nominations for next year’s proxy statement and form of proxy must be submitted to the Corporate Secretary at the address specified in our proxy statement no earlier than 150 days and no later than 120 days prior to the first anniversary of the date the Company mailed its proxy statement for the preceding year’s annual meeting; provided, however, that if (A) the annual meeting is not within 30 days before or after the anniversary date of the preceding year’s annual meeting, or (B) no annual meeting was held during the preceding year, to be timely the stockholder notice must be received no later than 90 days prior to such annual meeting or, if later, the tenth day after the day on which notice of the date of the meeting was mailed or public disclosure of the date of such meeting is first made, whichever occurs first.

Authorized but Unissued Capital Stock

Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the New York Stock Exchange, which would apply as long as our common stock is listed on the New York Stock Exchange, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of common stock. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.

One of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable our Board of Directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholder of opportunities to sell their shares of common stock at prices higher than prevailing market prices.

Limitation on Directors’ Liability and Indemnification

Section 145(a) of the General Corporation Law of the State of Delaware (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who was or is a party or is threatened to be

 

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made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement that were actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

Section 145(b) of the DGCL grants each corporation organized thereunder the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made pursuant to Section 145(b) of the DGCL in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145(c) of the DGCL provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 145(a) and (b) of the DGCL, as described in the preceding paragraphs, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 145(g) of the DGCL provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against the person in any such capacity, or arising out of the person’s status as such, regardless of whether the corporation would have the power to indemnify the person against such liability under the provisions of the DGCL. We maintain a directors’ and officers’ insurance policy that insures our directors and officers against liabilities incurred in their capacity as such for which they are not otherwise indemnified, subject to certain exclusions.

Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation, or an amendment thereto, to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care as a director, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for director liability in the event of unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

Our Amended and Restated Certificate of Incorporation indemnifies the directors and officers to the full extent of the DGCL and also allows the Board of Directors to indemnify all other employees. Such right of

 

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indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates, heirs, executors and administrators of such persons.

We maintain a directors’ and officers’ insurance policy. The policy insures directors and officers against unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and reimburses us for those losses for which we have lawfully indemnified the directors and officers. The policy contains various exclusions that are normal and customary for policies of this type.

Our employment agreements with certain of our officers provide indemnification for adverse tax consequences they may suffer pursuant to their employment agreements.

We have entered into an indemnification priority and information sharing agreement with certain of our current and prior investors and certain of their affiliated funds to clarify the priority of advancement and indemnification obligations among us and any of our directors appointed by such investors and other related matters.

The foregoing summaries are subject to the complete text of our Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws and the DGCL and are qualified in their entirety by reference thereto.

We believe that our Amended and Restated Certificate of Incorporation, Second Amended and Restated Bylaws and insurance policies are necessary to attract and retain qualified persons to serve as directors and officers of the Company.

The limitation of liability and indemnification provisions in our Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and other stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers as required or allowed by these indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions or any other provisions described in this prospectus, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Delaware Anti-Takeover Statutes

Certain Delaware law provisions may make it more difficult for someone to acquire us through a tender offer, proxy contest or otherwise.

Section 203 of the DGCL provides that, subject to certain stated exceptions, an “interested stockholder” is any person (other than the corporation and any direct or indirect majority-owned subsidiary) who owns 15% or more of the outstanding voting stock of the corporation or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date of determination, and the affiliates and associates of such person. A corporation may not engage in a business combination with any interested stockholder for a period of three years following the time that such stockholder became an interested stockholder unless:

 

  •  

prior to such time the board of directors of the corporation approved either the business combination or transaction which resulted in the stockholder becoming an interested stockholder;

 

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upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation

 

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outstanding at the time the transaction commenced, excluding shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

 

  •  

at or subsequent to such time, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

The effect of these provisions may make a change in control of our business more difficult by delaying, deferring or preventing a tender offer or other takeover attempt that a stockholder might consider in its best interest. This includes attempts that might result in the payment of a premium to stockholders over the market price for their shares. These provisions also may promote the continuity of our management by making it more difficult for a person to remove or change the incumbent members of the board of directors.

Transfer Agent and Registrar

EQ Shareowner Services is the transfer agent and registrar for our common stock.

Listing

Our common stock is listed on the New York Stock Exchange under the symbol “HCA.”

 

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DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

Please note that in this section entitled “Description of Debt Securities and Guarantees,” references to HCA Healthcare, Inc. refer only to HCA Healthcare, Inc. and not to any of its subsidiaries. References to HCA Inc. refer only to HCA Inc. and not to any of its subsidiaries. The term “issuer” means either HCA Healthcare, Inc. or HCA Inc., depending on which registrant is offering the debt securities and the term “issuers” is a collective reference to HCA Healthcare, Inc. and HCA Inc.

HCA Healthcare, Inc. may issue debt securities. The debt securities will be HCA Healthcare, Inc.’s unsubordinated and, unless otherwise expressly stated in the applicable prospectus supplement, unsecured obligations and may be issued in one or more series. HCA Inc. may also issue debt securities. The debt securities will be HCA Inc.’s unsubordinated and, unless otherwise expressly stated in the applicable prospectus supplement, unsecured obligations and may be issued in one or more series. The debt securities of any series of the applicable issuer may have the benefit of guarantees (each, a “Guarantee”), by one or more of its subsidiaries (each, a “Guarantor”). In the case of HCA Inc., the debt securities will be guaranteed by HCA Healthcare, Inc., its direct parent. The Guarantees will be the unsubordinated and, unless otherwise expressly stated in the applicable prospectus supplement, unsecured obligations of the respective Guarantors. If so indicated in the applicable prospectus supplement, the issuers may issue debt securities that are secured by specified collateral or that have the benefit of one or more Guarantees that are secured by specified collateral. Unless otherwise expressly stated or the context otherwise requires, as used in this section, the term “guaranteed debt securities” means any debt securities that, as described in the prospectus supplement relating thereto, are guaranteed by one or more Guarantors pursuant to the applicable indenture (as defined below); the term “secured debt securities” means any debt securities that, as described in the prospectus supplement relating thereto, are secured by collateral; the term “unsecured debt securities” means any debt securities that are not secured debt securities; and the term “debt securities” includes both unsecured debt securities and secured debt securities and both guaranteed and unguaranteed debt securities.

The debt securities issued by HCA Healthcare, Inc. may be issued under an indenture dated as of December 6, 2012 (the “2012 Indenture”), among HCA Healthcare, Inc., Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as trustee, and Deutsche Bank Trust Company Americas, as registrar, paying agent and transfer agent, as supplemented from time to time, and one or more supplemental indentures thereto, to be entered into by HCA Healthcare, Inc., one or more Guarantors, a trustee, registrar, paying agent and transfer agent and/or a collateral agent, as applicable. The debt securities issued by HCA Inc. may be issued under an indenture dated as of August 1, 2011 (the “2011 Indenture”), among HCA Inc., HCA Healthcare, Inc. and Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as trustee and Deutsche Bank Trust Company Americas, as registrar, paying agent and transfer agent, as supplemented from time to time, and one or more supplemental indentures thereto, to be entered into by HCA Inc., HCA Healthcare, Inc., one or more Guarantors, a trustee, registrar, paying agent and transfer agent and/or a collateral agent, as applicable. The 2011 Indenture and the 2012 Indenture are incorporated by reference as exhibits to the registration statement of which this prospectus is a part. If a different trustee, registrar, paying agent, transfer agent or a different indenture for a series of debt securities is used, those details will be provided in a prospectus supplement and the forms of any other indentures will be filed with the SEC at the time they are used. The collateral agent, calculation agent and/or foreign currency agent (together with any applicable trustee, registrar, paying agent and transfer agent, collectively, the “agents”), as applicable, shall be named in the applicable prospectus supplement. Unless otherwise expressly stated or the context otherwise requires, references in this section to the “indenture” and the “trustee” refer to the applicable indenture pursuant to which any particular series of debt securities is issued and to the trustee under that indenture. Unless otherwise expressly stated in the applicable prospectus supplement, the issuers may issue both secured and unsecured debt securities under their respective indentures. The terms of any series of debt securities and, if applicable, any Guarantees of the debt securities of such series will be those specified in or pursuant to the applicable indenture and in the certificates evidencing that series of debt securities and those made part of the indenture by the Trust Indenture Act of 1939, as amended, or the “Trust Indenture Act of 1939.”

 

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The following summary of selected provisions of the indentures, the debt securities and the Guarantees is not complete, and the summary of selected terms of a particular series of debt securities and, if applicable, the Guarantees of the debt securities of that series included in the applicable prospectus supplement also will not be complete. You should review the applicable indenture, any applicable supplemental indenture and the certificates evidencing the applicable debt securities. To obtain a copy of any applicable indenture, any applicable supplemental indenture or the certificates for any debt securities, see “Where You Can Find More Information” in this prospectus. The following summary and the summary in the applicable prospectus supplement are qualified in their entirety by reference to all of the provisions of the applicable indenture, any applicable supplemental indenture and the certificates evidencing the applicable debt securities, which provisions, including defined terms, are incorporated by reference in this prospectus. Capitalized terms used in this section and not defined have the meanings assigned to those terms in the applicable indenture.

The following description of debt securities describes general terms and provisions of a series of debt securities and, if applicable, the Guarantees of the debt securities of that series to which any prospectus supplement may relate. The debt securities may be issued from time to time in one or more series. The particular terms of each series that is offered by a prospectus supplement, including the issuer of the debt securities, will be described in the applicable prospectus supplement. If any particular terms of the debt securities or, if applicable, any Guarantees of the debt securities of that series or the applicable indenture described in a prospectus supplement differ from any of the terms described in this prospectus, the terms described in the applicable prospectus supplement will supersede the terms described in this prospectus.

General

The indentures provide that the debt securities may be issued without limit as to aggregate principal amount, in one or more series, and in any currency or currency units, in each case as established from time to time in or under the authority granted by a resolution of the applicable Board of Directors or as established in one or more supplemental indentures. All debt securities of one series need not be issued at the same time, and may vary as to interest rate, maturity and other provisions and, unless otherwise provided, a series may be “reopened,” without the consent of the holders of the debt securities of that series, for issuance of additional debt securities of that series ranking equally with debt securities of that series and otherwise similar in all respects except for issue date and issue price. Please read the applicable prospectus supplement relating to the series of debt securities being offered for specific terms including, where applicable:

 

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the title of the series of debt securities;

 

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any limit on the aggregate principal amount of debt securities of the series;

 

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the price or prices at which debt securities of the series will be issued;

 

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if any of the debt securities are to be issuable in global form, when any of such debt securities are to be issuable in global form and (i) whether such debt securities are to be issued in temporary or permanent global form or both, (ii) whether beneficial owners of such debt securities may exchange their interest, (iii) the name of the applicable depositary and (iv) any person who may endorse any such global debt securities;

 

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the date or dates on which the applicable issuer will pay the principal of and premium, if any, on debt securities of the series, or the method or methods, if any, used to determine those dates;

 

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the rate or rates, which may be fixed or variable, at which debt securities of the series will bear interest, if any, or the method or methods, if any, used to determine those rates;

 

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the date or dates, if any, from which interest on the debt securities of the series will begin to accrue, or the method or methods, if any, used to determine those dates;

 

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the dates on which the interest, if any, on the debt securities of the series will be payable and the record dates for the payment of interest;

 

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the basis used to calculate interest, if any, on the debt securities of the series if other than a 360-day year of twelve 30-day months;

 

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the place or places where amounts due on the debt securities of the series will be payable and where the debt securities of the series may be surrendered for registration of transfer and exchange, if other than the corporate trust office of the applicable trustee;

 

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the terms and conditions, if any, upon which the applicable issuer may, at its option, redeem debt securities of the series;

 

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the terms of any sinking fund or analogous provision;

 

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the terms and conditions, if any, upon which the applicable issuer will repurchase or repay debt securities of the series at the option of the holders of debt securities of the series;

 

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the authorized denominations in which the debt securities of the series will be issued, if other than denominations of $2,000 and any integral multiples of $1,000;

 

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the portion of the principal amount of the debt securities of the series which will be payable upon acceleration if other than the full principal amount;

 

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if other than U.S. dollars, the currency in which payments of the principal of, any premium or interest on or any additional amounts (“Additional Amounts”) with respect to the debt securities will be payable;

 

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if other than U.S. dollars, the currency in which the purchase price for the debt securities of the series will be payable, the currency in which payments on the debt securities of the series will be payable, and the ability, if any, of the applicable issuer or the holders of debt securities of the series to have payments made in any other currency or currencies;

 

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if the amount of payments of principal of, any premium or interest on or any Additional Amounts with respect to the debt securities may be determined with reference to an index, formula or other method or methods and the method used to determine those amounts;

 

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any addition to, or modification or deletion of, any covenant or Event of Default with respect to debt securities of the series;

 

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if any of the provisions of the indenture relating to satisfaction and discharge or defeasance shall not be applicable to the debt securities of the series, and any additional covenants shall be subject to defeasance, and if the debt securities of the series are subject to repurchase or repayment at the option of the holders, if the issuer’s obligation to repurchase or repay will not be subject to satisfaction and discharge or defeasance pursuant to the indenture, and if the holders have the right to convert or exchange such debt securities, if the right to effect such conversion or exchange will be subject to satisfaction and discharge of defeasance pursuant to the indenture, to modifications to the relevant provisions of the indenture;

 

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if any of the debt securities are issuable in global form and are to be issuable in definitive form only upon receipt of certain certificates or satisfaction of certain contains, then the form and terms of such certificates or conditions;

 

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if and under what circumstances the applicable issuer will pay Additional Amounts on the debt securities of the series to any holder who is a United States Alien (as defined in the indenture) in respect of specified taxes, assessments or other governmental charges and, if so, whether the applicable issuer will have the option to redeem the debt securities of the series rather than pay the Additional Amounts;

 

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if there is more than one trustee, the identity of the trustee or the registrar, paying agent, transfer agent or authenticating agent, as applicable;

 

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the person to whom any interest on the debt securities of the series shall be payable, if other than the person in whose name the debt securities are registered at the close of business on the record date;

 

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whether the debt securities of the series will be guaranteed by any Guarantors and, if so, the names of the Guarantors of the debt securities of the series and a description of the Guarantees;

 

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if the debt securities of the series or, if applicable, any Guarantees of those debt securities will be secured by any collateral and, if so, a general description of the collateral and of some of the terms of any related security, pledge or other agreements; and

 

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any other terms of the debt securities of the series and, if applicable, any Guarantees of the debt securities (whether or not such other terms are consistent or inconsistent with any other terms of the indenture).

As used in this prospectus and any prospectus supplement relating to the offering of debt securities of any series, references to the principal of and premium, if any, and interest, if any, on the debt securities of the series include the payment of Additional Amounts, if any, required by the debt securities of the series to be paid in that context.

Debt securities may be issued as original issue discount securities to be sold at a substantial discount below their principal amount. In the event of an acceleration of the maturity of any original issue discount security, the amount payable to the holder upon acceleration will be determined in the manner described in the applicable prospectus supplement. Certain U.S. federal income tax considerations applicable to original issue discount securities will be described in the applicable prospectus supplement.

If the purchase price of any debt securities is payable in a foreign currency or if the principal of, or premium, if any, or interest, if any, on any debt securities is payable in a foreign currency, the specific terms of those debt securities and the applicable foreign currency will be specified in the prospectus supplement relating to those debt securities.

The terms of the debt securities of any series may differ from the terms of the debt securities of any other series, and the terms of particular debt securities within any series may differ from each other. Unless otherwise expressly provided in the prospectus supplement relating to any series of debt securities, the applicable issuer may, without the consent of the holders of the debt securities of any series, reopen an existing series of debt securities and issue additional debt securities of that series.

Unless otherwise described in a prospectus supplement relating to any series of debt securities and except to the limited extent set forth below under “— Merger, Consolidation and Sale of Assets,” the indentures do not contain any provisions that would limit the issuers’ ability or the ability of any of the respective issuer’s subsidiaries to incur indebtedness or other liabilities or that would afford holders of debt securities protection in the event of a business combination, takeover, recapitalization or highly leveraged or similar transaction involving the applicable issuer. Accordingly, an issuer and its subsidiaries may in the future enter into transactions that could increase the amount of its consolidated indebtedness and other liabilities or otherwise adversely affect its capital structure or credit rating without the consent of the holders of the debt securities of any series.

Registration, Transfer and Payment

Unless otherwise indicated in the applicable prospectus supplement, each series of debt securities will be issued in registered form only, without coupons.

Unless otherwise indicated in the applicable prospectus supplement, registered debt securities will be issued in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

 

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Unless otherwise indicated in the applicable prospectus supplement, the debt securities will be payable and may be surrendered for registration of transfer or exchange and, if applicable, for conversion into or exchange for other securities or property, at an office or agency maintained by HCA Healthcare, Inc. or HCA Inc., as applicable, in the United States of America. However, the applicable issuer, at its option, may make payments of interest on any registered debt security by check mailed to the address of the person entitled to receive that payment or by wire transfer to an account maintained by the payee with a bank located in the United States of America. Unless otherwise indicated in the applicable prospectus supplement, no service charge shall be made for any registration of transfer or exchange, redemption or repayment of debt securities, or for any conversion or exchange of debt securities for other securities or property, but the applicable issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with that transaction.

Unless otherwise indicated in the applicable prospectus supplement, the issuer will not be required to:

 

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issue, register the transfer of or exchange debt securities of any series during a period beginning at the opening of business 15 days before any selection of debt securities of that series of like tenor and terms to be redeemed and ending at the close of business on the day of that selection;

 

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register the transfer of or exchange any registered debt security, or portion of any registered debt security, selected for redemption, except the unredeemed portion of any registered debt security being redeemed in part; or

 

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issue, register the transfer of or exchange a debt security which has been surrendered for repayment at the option of the holder, except the portion, if any, of the debt security not to be repaid.

Ranking of Debt Securities

The unsecured debt securities of each series of each issuer will be unsecured, unsubordinated obligations of the applicable issuer and will rank on a parity in right of payment with all of such issuer’s other unsecured and unsubordinated indebtedness. The secured debt securities of each series of each issuer will be unsubordinated obligations of the applicable issuer and will rank on a parity in right of payment with all other unsecured and unsubordinated indebtedness of the applicable issuer, except that the secured debt securities of any series will effectively rank senior to unsecured and unsubordinated indebtedness of the applicable issuer in respect of claims against the collateral that is pledged to secure those secured debt securities.

The debt securities will be the exclusive obligations of the applicable issuer. Each issuer is a holding company, and substantially all of its respective consolidated assets are held and substantially all of its respective consolidated revenues are generated by its subsidiaries. Accordingly, the issuers’ cash flow and ability to service its indebtedness, including the debt securities, depend on the results of operations of its respective subsidiaries and upon the ability of its respective subsidiaries to provide cash to the applicable issuer, whether in the form of dividends, loans or otherwise, to pay amounts due on such issuer’s obligations, including the debt securities. The subsidiaries of each issuer are separate and distinct legal entities and have no obligation, contingent or otherwise, to make payments on the debt securities (except, in the case of any subsidiary that has guaranteed any debt securities, its obligations under its Guarantee of those debt securities for so long as that Guarantee remains in effect) or to make any funds available to the applicable issuer. Certain debt and security agreements entered into by certain of the issuers’ subsidiaries contain various restrictions, including restrictions on payments and loans by subsidiaries to the applicable issuer and the transfer by the subsidiaries to the applicable issuer of assets pledged as collateral under such agreements. In addition, dividends, loans or other distributions from subsidiaries to the applicable issuer may be subject to additional contractual and other restrictions, are dependent upon the results of operations of such subsidiaries and are subject to other business considerations.

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indebtedness. Consequently, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to the applicable issuer, the holders of such issuer’s secured indebtedness will be entitled to proceed directly against the collateral that secures that secured indebtedness, and such collateral will not be available for satisfaction of any amounts owed by the applicable issuer under its unsecured indebtedness, including the unsecured debt securities, until that secured indebtedness is satisfied in full. Unless otherwise provided in the applicable prospectus supplement, the indentures will not limit the issuers’ ability to incur secured indebtedness.

The unsecured debt securities of the issuers (other than any unsecured debt securities that have been guaranteed by any of such issuer’s subsidiaries for so long as the Guarantees of those debt securities remain in effect) will be effectively subordinated to all existing and future liabilities and preferred equity of the applicable issuer’s subsidiaries. These liabilities may include indebtedness, trade payables, other guarantees, lease obligations, swaps and letter of credit obligations. Therefore, the issuers’ rights and the rights of the issuers’ creditors, including the holders of unsecured debt securities, to participate in the assets of any subsidiary upon that subsidiary’s bankruptcy, liquidation, dissolution, reorganization or similar circumstances will be subject (except in the case of any subsidiary that has guaranteed any unsecured debt securities for so long as its Guarantee of those debt securities remains in effect) to the prior claims of the subsidiary’s creditors, except to the extent that an issuer may itself be a creditor with recognized claims against the subsidiary. However, even if an issuer is a creditor of one or more of its subsidiaries, its claims would still be effectively subordinate to any security interest in, or mortgages or other liens on, the assets of the subsidiary and would be subordinate to any indebtedness of the subsidiary senior to that held by the applicable issuer. Unless otherwise provided in the applicable prospectus supplement, the indentures will not limit the ability of any of the respective issuer’s subsidiaries to incur additional secured or unsecured indebtedness, guarantees or other liabilities.

Guarantees

The debt securities of any series of each issuer may be guaranteed by one or more of its subsidiaries and, in the case of HCA Inc., the debt securities will be guaranteed by HCA Healthcare, Inc. The Guarantors of any series of guaranteed debt securities of each issuer may differ from the Guarantors of any other series of guaranteed debt securities of each issuer. In the event HCA Healthcare, Inc. or HCA Inc., as applicable, issues a series of guaranteed debt securities, the specific Guarantors of the debt securities of that series will be identified in the applicable prospectus supplement.

If HCA Healthcare, Inc. or HCA Inc., as applicable, issues a series of guaranteed debt securities, a description of some of the terms of Guarantees of those debt securities will be set forth in the applicable prospectus supplement. Unless otherwise provided in the prospectus supplement relating to a series of guaranteed debt securities, each Guarantor of the debt securities of such series will unconditionally guarantee the due and punctual payment of the principal of, and premium, if any, and interest, if any, on and any other amounts payable with respect to, each debt security of such series and the due and punctual performance of all of the applicable issuer’s other obligations under the applicable indenture with respect to the debt securities of such series, all in accordance with the terms of such debt securities and the applicable indenture.

Notwithstanding the foregoing, unless otherwise provided in the prospectus supplement relating to a series of guaranteed debt securities, the applicable indenture will contain provisions to the effect that the obligations of each Guarantor under its Guarantees and such indenture shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor, result in the obligations of such Guarantor under such Guarantees and such indenture not constituting a fraudulent conveyance or fraudulent transfer under applicable law. However, there can be no assurance that, notwithstanding such limitation, a court would not determine that a Guarantee constituted a fraudulent conveyance or fraudulent transfer under applicable law. If that were to occur, the court could void the applicable Guarantor’s obligations under that Guarantee, subordinate that Guarantee to other debt and other liabilities of that Guarantor or take other action detrimental to holders of the debt securities of the applicable series, including directing the holders to return any payments received from the applicable Guarantor.

 

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The applicable prospectus supplement relating to any series of guaranteed debt securities will specify other terms of the applicable Guarantees, which may include provisions that allow a Guarantor to be released from its obligations under its Guarantee under specified circumstances or that provide for one or more Guarantees to be secured by specified collateral.

Unless otherwise expressly stated in the applicable prospectus supplement, each Guarantee will be the unsubordinated and unsecured obligation of the applicable Guarantor and will rank on a parity in right of payment with all other unsecured and unsubordinated indebtedness and guarantees of such Guarantor. Each Guarantee (other than a secured Guarantee) will be effectively subordinated to all existing and future secured indebtedness and secured guarantees of the applicable Guarantor to the extent of the value of the collateral securing that indebtedness and those guarantees. Consequently, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to any Guarantor that has provided an unsecured Guarantee of any debt securities, the holders of that Guarantor’s secured indebtedness and secured guarantees will be entitled to proceed directly against the collateral that secures that secured indebtedness or those secured guarantees, as the case may be, and such collateral will not be available for satisfaction of any amount owed by such Guarantor under its unsecured indebtedness and unsecured guarantees, including its unsecured Guarantees of any debt securities, until that secured debt and those secured guarantees are satisfied in full. Unless otherwise provided in the applicable prospectus supplement, the indentures will not limit the ability of any Guarantor to incur secured indebtedness or issue secured guarantees.

Unless otherwise expressly stated in the applicable prospectus supplement, each secured Guarantee will be an unsubordinated obligation of the applicable Guarantor and will rank on a parity in right of payment with all other unsecured and unsubordinated indebtedness and guarantees of such Guarantor, except that such secured Guarantee will effectively rank senior to such Guarantor’s unsecured and unsubordinated indebtedness and guarantees in respect of claims against the collateral securing that secured Guarantee.

Book-entry Debt Securities

The debt securities of a series may be issued in whole or in part in the form of one or more global debt securities. Global debt securities will be deposited with, or on behalf of, a depositary which, unless otherwise specified in the applicable prospectus supplement relating to the series, will be DTC. Global debt securities may be issued in either temporary or permanent form. Unless and until it is exchanged in whole or in part for individual certificates evidencing debt securities, a global debt security may not be transferred except as a whole by the depositary to its nominee or by the nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the successor depositary.

HCA Healthcare, Inc. and HCA Inc. anticipate that global debt securities will be deposited with, or on behalf of, DTC and that global debt securities will be registered in the name of DTC’s nominee, Cede & Co. All interests in global debt securities deposited with, or on behalf of, DTC will be subject to the operations and procedures of DTC and, in the case of any interests in global debt securities held outside the United States through Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”), or Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), the operations and procedures of Euroclear or Clearstream, Luxembourg, as the case may be, HCA Healthcare, Inc. and HCA Inc. also anticipate that the following provisions will apply to the depository arrangements with respect to global debt securities. Additional or differing terms of the depository arrangements may be described in the applicable prospectus supplement.

DTC has advised the issuers that it is:

 

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a limited-purpose trust company organized under the New York Banking Law;

 

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a “banking organization” within the meaning of the New York Banking Law;

 

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a member of the Federal Reserve System;

 

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a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

 

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a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.

According to DTC, the foregoing information with respect to DTC has been provided to the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.

DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among its participants of securities transactions, including transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts, which eliminates the need for physical movement of securities certificates. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. Access to the DTC system is also available to others, sometimes referred to in this prospectus as indirect participants, that clear transactions through or maintain a custodial relationship with a direct participant either directly or indirectly. Indirect participants include securities brokers and dealers, banks and trust companies. The rules applicable to DTC and its participants are on file with the SEC.

Purchases of debt securities within the DTC system must be made by or through direct participants, which will receive a credit for the debt securities on DTC’s records. The ownership interest of the actual purchaser or beneficial owner of a debt security is, in turn, recorded on the direct and indirect participants’ records. Beneficial owners will not receive written confirmation from DTC of their purchases, but beneficial owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the direct or indirect participants through which they entered into the transaction. Transfers of ownership interests in debt securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the debt securities, except under the limited circumstances described below.

To facilitate subsequent transfers, all debt securities deposited by participants with DTC will be registered in the name of DTC’s nominee, Cede & Co. The deposit of debt securities with DTC and their registration in the name of Cede & Co. will not change the beneficial ownership of the debt securities. DTC has no knowledge of the actual beneficial owners of the debt securities. DTC’s records reflect only the identity of the direct participants to whose accounts the debt securities are credited. Those participants may or may not be the beneficial owners. The participants are responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct and indirect participants to beneficial owners will be governed by arrangements among them, subject to any legal requirements in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the debt securities of a series are being redeemed, DTC will reduce the amount of the interest of each direct participant in the debt securities under its procedures.

In any case where a vote may be required with respect to the debt securities of any series, neither DTC nor Cede & Co. will give consents for or vote the global debt securities. Under its usual procedures, DTC will mail an omnibus proxy to HCA Healthcare, Inc. or HCA Inc., as applicable, after the record date. The omnibus proxy assigns the consenting or voting rights of Cede & Co. to those direct participants to whose accounts the debt securities are credited on the record date identified in a listing attached to the omnibus proxy. Principal and premium, if any, and interest, if any, on the global debt securities will be paid to Cede & Co., as nominee of DTC. DTC’s practice is to credit direct participants’ accounts on the relevant payment date unless DTC has reason to believe that it will not receive payments on the payment date. Payments by direct and indirect participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers in bearer form or registered in “street name.” Those payments

 

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will be the responsibility of DTC’s direct and indirect participants and not of DTC, HCA Healthcare, Inc., HCA Inc., any trustee or any underwriters or agents involved in the offering or sale of any debt securities. Payment of principal, premium, if any, and interest, if any, to DTC is HCA Healthcare, Inc.’s or HCA Inc.’s, as applicable, responsibility, disbursement of payments to direct participants is the responsibility of DTC, and disbursement of payments to the beneficial owners is the responsibility of direct and indirect participants.

Except under the limited circumstances described below, beneficial owners of interests in a global debt security will not be entitled to have debt securities registered in their names and will not receive physical delivery of debt securities. Accordingly, each beneficial owner must rely on the procedures of DTC to exercise any rights under the debt securities and the indenture.

The laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities in definitive form. These laws may impair the ability to transfer or pledge beneficial interests in global debt securities. HCA Healthcare, Inc. or HCA Inc., as applicable, will describe any circumstances where definitive securities are issuable in exchange for global securities in the applicable prospectus supplement.

DTC is under no obligation to provide its services as depositary for the debt securities of any series and may discontinue providing its services at any time. Neither HCA Healthcare, Inc., HCA Inc. nor any trustee nor any underwriters or agents involved in the offering or sale of any debt securities will have any responsibility for the performance by DTC or its participants or indirect participants under the rules and procedures governing DTC.

Clearstream, Luxembourg and Euroclear hold interests on behalf of their participating organizations through customers’ securities accounts in Clearstream, Luxembourg’s and Euroclear’s names on the books of their respective depositaries, which hold those interests in customers’ securities accounts in the depositaries’ names on the books of DTC. At the present time, Citibank, N.A. acts as U.S. depositary for Clearstream, Luxembourg and JPMorgan Chase Bank, N.A. acts as U.S. depositary for Euroclear (the “U.S. Depositaries”).

Clearstream, Luxembourg holds securities for its participating organizations (“Clearstream Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream, Luxembourg provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing.

Clearstream, Luxembourg is registered as a bank in Luxembourg, and as such is subject to regulation by the Commission de Surveillance du Secteur Financier and the Banque Centrale du Luxembourg, which supervise and oversee the activities of Luxembourg banks. Clearstream Participants are financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations, and may include any underwriters or agents involved in the offering or sale of any debt securities or their respective affiliates. Indirect access to Clearstream, Luxembourg is available to other institutions that clear through or maintain a custodial relationship with a Clearstream Participant. Clearstream, Luxembourg has established an electronic bridge with Euroclear as the operator of the Euroclear System (the “Euroclear Operator”) in Brussels to facilitate settlement of trades between Clearstream, Luxembourg and the Euroclear Operator.

Distributions with respect to global debt securities held beneficially through Clearstream, Luxembourg will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures, to the extent received by the U.S. Depositary for Clearstream, Luxembourg. Euroclear holds securities and book-entry interests in securities for participating organizations (“Euroclear Participants”) and facilitates the clearance and settlement of securities transactions between Euroclear Participants, and between Euroclear Participants and participants of certain other securities intermediaries through electronic book-entry changes in accounts of such participants or other securities intermediaries. Euroclear provides Euroclear Participants, among other things, with safekeeping, administration, clearance and settlement, securities lending and borrowing, and related

 

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services. Euroclear Participants are investment banks, securities brokers and dealers, banks, central banks, supranationals, custodians, investment managers, corporations, trust companies and certain other organizations, and may include any underwriters or agents involved in the offering or sale of any debt securities or their respective affiliates. Non-participants in Euroclear may hold and transfer beneficial interests in a global debt security through accounts with a participant in the Euroclear System or any other securities intermediary that holds a book-entry interest in a global debt security through one or more securities intermediaries standing between such other securities intermediary and Euroclear.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.

Distributions on interests in global debt securities held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to the extent received by the U.S. Depositary for Euroclear.

Transfers between Euroclear Participants and Clearstream Participants will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Cross-market transfers between direct participants in DTC, on the one hand, and Euroclear Participants or Clearstream Participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, Luxembourg, as the case may be, by its U.S. Depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, Luxembourg, as the case may be, by the counterparty in such system in accordance with the applicable rules and procedures and within the established deadlines (European time) of such system. Euroclear or Clearstream, Luxembourg, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its U.S. Depositary to take action to effect final settlement on its behalf by delivering or receiving interests in global debt securities in DTC, and making or receiving payment in accordance with normal procedures for same-day fund settlement applicable to DTC. Euroclear Participants and Clearstream Participants may not deliver instructions directly to their respective U.S. Depositaries.

Due to time zone differences, the securities accounts of a Euroclear Participant or Clearstream Participant purchasing an interest in a global debt security from a direct participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear Participant or Clearstream Participant, during the securities settlement processing day (which must be a business day for Euroclear or Clearstream, Luxembourg) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream, Luxembourg as a result of sales of interests in a global debt security by or through a Euroclear Participant or Clearstream Participant to a direct participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream, Luxembourg cash account only as of the business day for Euroclear or Clearstream, Luxembourg following DTC’s settlement date.

Euroclear and Clearstream, Luxembourg are under no obligation to perform or to continue to perform the foregoing procedures and such procedures may be discontinued at any time without notice. Neither HCA Healthcare, Inc. or HCA Inc. nor any trustee nor any underwriters or agents involved in the offering or sale of any debt securities will have any responsibility for the performance by Euroclear or Clearstream, Luxembourg or their respective participants of their respective obligations under the rules and procedures governing their operations.

 

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The information in this section concerning DTC, Euroclear and Clearstream, Luxembourg and their book-entry systems has been obtained from sources that HCA Healthcare, Inc. and HCA Inc. believe to be reliable, but HCA Healthcare, Inc. and HCA Inc. take no responsibility for the accuracy of that information.

Redemption and Repurchase

The debt securities of any series may be redeemable at the option of HCA Healthcare, Inc. or HCA Inc., as applicable, or may be subject to mandatory redemption by HCA Healthcare, Inc. or HCA Inc., as applicable, as required by a sinking fund or otherwise. In addition, the debt securities of any series may be subject to repurchase or repayment by HCA Healthcare, Inc. or HCA Inc., as applicable, at the option of the holders. The applicable prospectus supplement will describe the terms, the times and the prices regarding any optional or mandatory redemption by HCA Healthcare, Inc. or HCA Inc., as applicable, or any repurchase or repayment at the option of the holders of any series of debt securities.

Secured Debt Securities

The debt securities of any series and the Guarantees, if any, of the debt securities of any series may be secured by collateral. The applicable prospectus supplement will describe any such collateral and the terms of such secured debt securities.

Merger, Consolidation and Sale of Assets

Unless otherwise specified in the applicable prospectus supplement, the indentures provide that HCA Healthcare, Inc. or HCA Inc., as applicable, will not consolidate or merge with or into or wind up into (whether or not HCA Healthcare, Inc. or HCA Inc., as applicable, is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

 

  •  

either (1) HCA Healthcare, Inc. or HCA Inc., as applicable, is the surviving corporation or (2) the Person formed by or surviving any such consolidation or merger (if other than HCA Healthcare, Inc. or HCA Inc., as applicable) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the applicable issuer or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

 

  •  

the Successor Company, if other than the applicable issuer, shall expressly assume all the obligations of the applicable issuer pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory in form to the trustee;

 

  •  

immediately after giving effect to the transaction described above, no Event of Default under the applicable indenture, and no event which, after notice or lapse of time or both would become an Event of Default under the applicable indenture, shall have occurred and be continuing;

 

  •  

with respect to any guaranteed debt securities, each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such person’s obligations under the applicable indenture and the debt securities; and

 

  •  

the trustee shall have received the officers’ certificate and opinion of counsel called for by the applicable indenture.

In addition, with respect to secured debt securities, unless otherwise specified in the applicable prospectus supplement, the indentures provide that immediately after giving pro forma effect to the transaction described above, (1) the Collateral owned by the Successor Company will continue to constitute Collateral under the

 

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applicable indenture and related security documents and (2) to the extent any assets of the Person which is merged or consolidated with or into the Successor Company are assets of the type which would constitute Collateral under the related security documents, the Successor Company will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the security documents in the manner and to the extent required by the applicable indenture.

In the case of any such merger, consolidation, sale, assignment, transfer, lease, conveyance or other disposition in which HCA Healthcare, Inc. or HCA Inc., as applicable, is not the continuing entity and upon execution and delivery by the successor person of the supplemental indenture described above, such Successor Person shall succeed to, and be substituted for, HCA Healthcare, Inc. or HCA Inc., as applicable, and may exercise every right and power of HCA Healthcare, Inc. or HCA Inc., as applicable, under the applicable indenture with the same effect as if such successor person had been named as HCA Healthcare, Inc. or HCA Inc., as applicable, therein, and HCA Healthcare, Inc. or HCA Inc., as applicable, shall be automatically released and discharged from all obligations and covenants under the applicable indenture and the debt securities issued under that indenture.

With respect to guaranteed debt securities, unless otherwise specified in the applicable prospectus supplement, the merger, consolidation and transfer of assets provisions described above are equally applicable to each of the Guarantors in its capacity as guarantor of such debt securities.

Events of Default

Unless otherwise specified in the applicable prospectus supplement, an “Event of Default” with respect to the debt securities of any series is defined in the applicable indenture as being:

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the debt securities;

(2) default for 30 days or more in the payment when due of interest on or with respect to the debt securities;

(3) default in the deposit of any sinking fund payment when and as due with respect to any of the debt securities of that series;

(4) default in the performance, or breach, of any covenant or warranty of the issuer in the applicable indenture, and continuance of such default or breach for a period of 60 days after there has been given written notice by the trustee or the holders of at least 10% in principal amount of the outstanding debt securities (with a copy to the trustee) specifying such default or breach and requiring it to be remedied;

(5) HCA Healthcare, Inc. or HCA Inc., as applicable, pursuant to or within the meaning of any Bankruptcy Law: (i) commences proceedings to be adjudicated bankrupt or insolvent; (ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law; (iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; (iv) makes a general assignment for the benefit of its creditors; or (v) generally is not paying its debts as they become due;

(6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against HCA Healthcare, Inc. or HCA Inc. as applicable, in a proceeding in which the issuer is to be adjudicated bankrupt or insolvent; appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the issuer, or for all or substantially all of the property of the issuer; or orders the liquidation of the issuer; and the order or decree remains unstayed and in effect for 60 consecutive days;

(7) if applicable, the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant

 

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Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of the indenture or the release of any such Guarantee in accordance with the indenture; or

(8) any other Event of Default established for the debt securities of that series.

No Event of Default with respect to any particular series of debt securities necessarily constitutes an Event of Default with respect to any other series of debt securities. The indentures provide that, within 90 days after the occurrence of any default with respect to the debt securities of any series, the trustee will mail to all holders of the debt securities of that series notice of that default. Except in the case of a default relating to the payment of principal, premium, if any, or interest on debt securities of any series, the trustee may withhold from the holders notice of any continuing default if and so long as a committee of its responsible officers in good faith determines that withholding the notice is in the interests of the holders of the debt securities. The trustee shall not be deemed to know of any Default or Event of Default unless a responsible officer of the trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the trustee at the corporate trust office of the trustee.

The indentures provide that if any Event of Default (other than an Event of Default specified in clauses (5) or (6) of the second preceding paragraph with respect to of HCA Healthcare, Inc. or HCA Inc., as applicable) occurs and is continuing under the indenture, the trustee or the holders of at least 25% in principal amount of the then total outstanding debt securities may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding debt securities to be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. The trustee shall have no obligation to accelerate the debt securities if and so long as a committee of its Responsible Officers in good faith determines acceleration is not in the best interest of the holders of the debt securities. Notwithstanding the foregoing, in the case of an Event of Default arising under clauses (5) or (6) of the second preceding paragraph, all outstanding debt securities shall be due and payable immediately without further action or notice. The holders of a majority in aggregate principal amount of the then outstanding debt securities by written notice to the trustee may on behalf of all of the holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

Subject to the provisions of the Trust Indenture Act of 1939 requiring the trustee, during the continuance of an Event of Default under the applicable indenture, to act with the requisite standard of care, the trustee is under no obligation to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders of debt securities of any series unless those holders have offered the trustee indemnity reasonably satisfactory to the trustee against the costs, fees and expenses and liabilities which might be incurred in compliance with such request or direction. Subject to the foregoing, holders of a majority in principal amount of the outstanding debt securities of any series issued under the applicable indenture have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the indenture with respect to that series. The indentures require the annual filing by HCA Healthcare, Inc. or HCA Inc., as applicable, with the trustee of a certificate which states whether or not HCA Healthcare, Inc. or HCA Inc., as applicable, are in default under the terms of the indenture.

Unless otherwise specified in the applicable prospectus supplement, no holder of any debt securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to the applicable indenture, or for the appointment of a receiver or trustee, or for any other remedy under the indenture, unless:

 

  •  

such holder has previously given written notice to the trustee of a continuing Event of Default with respect to the debt securities of such series;

 

  •  

the holders of not less than 25% in principal amount of the total outstanding debt securities of such series shall have made written request to the trustee to institute proceedings in respect of such Event of Default in its own name as trustee under the indenture;

 

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  •  

holders have offered to the trustee security or indemnity reasonably satisfactory to the trustee against any loss, liability or expense incurred in compliance with such request;

 

  •  

the trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

 

  •  

holders of a majority in principal amount of the total outstanding debt securities have not given the trustee a direction inconsistent with such request within such 60-day period.

Notwithstanding any other provision of the indenture, the right of any holder of a debt security to receive payment of principal, premium, if any, and interest on the debt security, on or after the respective due dates expressed in the debt security, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such holder.

Amendment, Supplement and Waiver

Unless otherwise specified in the applicable prospectus supplement, the indentures permit HCA Healthcare, Inc. or HCA Inc., as applicable, any Guarantors party to such indenture and the trustee, with the consent of the holders of at least majority in principal amount of the outstanding debt securities of each series issued under the applicable indenture and affected by a modification or amendment, to modify or amend any of the provisions of the applicable indenture or of the debt securities of the applicable series or the rights of the holders of the debt securities of that series under the applicable indenture. However, no such modification or amendment shall, among other things:

 

  •  

change the stated maturity of the principal of, or installment of interest, if any, on, any debt securities, or reduce the principal amount thereof or the interest thereon or any premium payable upon redemption thereof;

 

  •  

change the currency in which the principal of (and premium, if any) or interest on such debt securities are denominated or payable;

 

  •  

adversely affect the right of repayment or repurchase, if any, at the option of the holder after such obligation arises, or reduce the amount of, or postpone the date fixed for, any payment under any sinking fund or impair the right to institute suit for the enforcement of any payment on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date);

 

  •  

reduce the percentage of holders whose consent is required for modification or amendment of the indenture or for waiver of compliance with certain provisions of the indenture or certain defaults;

 

  •  

modify the provisions that require holder consent to modify or amend the indenture or that permit holders to waive compliance with certain provisions of the indenture or certain defaults;

 

  •  

impair the right of any holder to receive payment of principal of, or interest on such holder’s debt securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s debt securities; or

 

  •  

except as expressly permitted by the indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the holders of any debt securities.

without in each case obtaining the consent of the holder of each outstanding debt security issued under such indenture affected by the modification or amendment.

Unless otherwise specified in the applicable prospectus supplement, the indentures also contain provisions permitting HCA Healthcare, Inc. or HCA Inc., as applicable, any Guarantors party to such indenture and the trustee, without the consent of the holders of any debt securities issued under the applicable indenture, to modify or amend the indenture, among other things:

 

  •  

to evidence the succession of another corporation to HCA Healthcare, Inc. or HCA Inc., as applicable, or, if applicable, any Guarantor under the applicable indenture and the assumption by such successor of

 

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the covenants of HCA Healthcare, Inc. or HCA Inc., as applicable, in compliance with the requirements set forth in the indenture;

 

  •  

to add to the covenants for the benefit of the holders or to surrender any right or power therein conferred upon HCA Healthcare, Inc. or HCA Inc., as applicable;

 

  •  

to add any additional Events of Default;

 

  •  

to add a Guarantor to the debt securities, if applicable;

 

  •  

to change or eliminate any of the provisions of the indenture, provided that any such change or elimination shall become effective only when there are no outstanding debt securities of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply;

 

  •  

to secure or, if applicable, to provide additional security for all or any of the debt securities or Guarantees issued under the indenture;

 

  •  

to supplement any of the provisions of the indenture to such extent necessary to permit or facilitate the defeasance and discharge of the debt securities, provided that any such action does not adversely affect the interests of the holders of the debt securities in any material respect;

 

  •  

to evidence and provide for the acceptance of appointment hereunder by a successor trustee and to add to or change any of the provisions of the indenture necessary to provide for or facilitate the administration of the trusts by more than one trustee;

 

  •  

to cure any ambiguity to correct or supplement any provision of the indenture which may be defective or inconsistent with any other provision;

 

  •  

to change any place or places where the principal of and premium, if any, and interest, if any, on the debt securities shall be payable, the debt securities may be surrendered for registration or transfer, the debt securities may be surrendered for exchange, and notices and demands to or upon HCA Healthcare, Inc. or HCA Inc., as applicable, may be served;

 

  •  

to comply with requirements of the Securities and Exchange Commission in order to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939;

 

  •  

to conform the text of the indenture or the debt securities to any provision of the section regarding the description of the notes contained in the prospectus supplement to the extent that such provision in such section was intended to be a verbatim recitation of a provision of the indenture or the debt securities;

 

  •  

to make any amendment to the provisions of the indenture relating to the transfer and legending of debt securities as permitted by the indenture, including, without limitation to facilitate the issuance and administration of the debt securities; provided, however, that (i) compliance with the indenture as so amended would not result in debt securities being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of holders to transfer debt securities; or

 

  •  

to add additional Guarantees or additional Guarantors in respect of all or any securities under the indenture, and to evidence the release and discharge of any Guarantor from its obligations under its Guarantee of any or all securities and its obligations under the indenture in respect of any or all debt securities in accordance with the terms of the indenture.

Unless otherwise specified in the applicable prospectus supplement, the holders of a majority in aggregate principal amount of the outstanding debt securities of any series may waive the compliance of HCA Healthcare, Inc. or HCA Inc., as applicable, with the provisions described above under “— Merger, Consolidation and Sale of Assets” and certain other provisions of the indenture and, if specified in the prospectus supplement relating to

 

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such series of debt securities, any additional covenants applicable to the debt securities of such series. The holders of a majority in aggregate principal amount of the outstanding debt securities of any series may, on behalf of all holders of debt securities of that series, waive any past default under the applicable indenture with respect to debt securities of that series and its consequences, except a default in the payment of the principal of, or premium, if any, or interest, if any, on debt securities of that series or, in the case of any debt securities which are convertible into or exchangeable for other securities or property, a default in any such conversion or exchange, or a default in respect of a covenant or provision which cannot be modified or amended without the consent of the holder of each outstanding debt security of the affected series.

Discharge, Defeasance and Covenant Defeasance

Unless otherwise provided in the applicable prospectus supplement, HCA Healthcare, Inc. and HCA Inc., as applicable, may discharge certain obligations to holders of the debt securities of a series that have not already been delivered to the trustee for cancellation and that either have become due and payable or will become due and payable within one year (or scheduled for redemption within one year) by depositing with the trustee, in trust, funds in U.S. dollars in an amount sufficient to pay the entire indebtedness including the principal, premium, if any, and interest to the date of such deposit (if the debt securities have become due and payable) or to the maturity thereof or the redemption date of the debt securities of that series, as the case may be.

The indentures provide that the applicable issuer may elect either (1) to defease and be discharged from any and all obligations with respect to the debt securities of a series (except for, among other things, obligations to register the transfer or exchange of the debt securities, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency with respect to the debt securities and to hold moneys for payment in trust) (“legal defeasance”) or (2) to be released from its obligations to comply with the restrictive covenants under the indenture, and any omission to comply with such obligations will not constitute a default or an event of default with respect to the debt securities of a series and clauses (3), (5) and (6) under “— Events of Default” will no longer be applied (“covenant defeasance”). Legal defeasance or covenant defeasance, as the case may be, will be conditioned upon, among other things, the irrevocable deposit by the issuer with the trustee, in trust, of an amount in U.S. dollars, or U.S. government obligations, or both, applicable to the debt securities of that series which through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal or premium, if any, and interest on the debt securities on the scheduled due dates therefor.

If HCA Healthcare, Inc. or HCA Inc., as applicable, effects covenant defeasance with respect to the debt securities of any series, the amount in U.S. dollars, or U.S. government obligations, or both, on deposit with the trustee will be sufficient, in the opinion of a nationally recognized firm of independent accountants, to pay amounts due on the debt securities of that series at the time of the stated maturity but may not be sufficient to pay amounts due on the debt securities of that series at the time of the acceleration resulting from such event of default. However, HCA Healthcare, Inc. or HCA Inc., as applicable, would remain liable to make payment of such amounts due at the time of acceleration.

HCA Healthcare, Inc. or HCA Inc., as applicable, will be required to deliver to the trustee an opinion of counsel that the deposit and related defeasance will not cause the holders and beneficial owners of the debt securities of that series to recognize income, gain or loss for U.S. federal income tax purposes. If HCA Healthcare, Inc. or HCA Inc., as applicable, elects legal defeasance, that opinion of counsel must be based upon a ruling from the U.S. Internal Revenue Service or a change in law to that effect.

HCA Healthcare, Inc. or HCA Inc., as applicable, may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option.

 

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Definitions

As used in the indentures, unless otherwise specified in the applicable prospectus supplement the following terms have the meanings specified below:

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

“Collateral” means, collectively, all of the property and assets that are from time to time subject to the Lien of the security documents including the Liens, if any, required to be granted pursuant to the applicable indenture.

“Event of Default” has the meaning set forth under the section “— Events of Default.”

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Significant Subsidiary” means any direct or indirect Subsidiary of the issuer that would be a “significant subsidiary” as defined in Article 1, Rule 1-02(w) of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date and which is not designated by the issuer to be an Unrestricted Subsidiary (as defined in the applicable indenture).

“Subsidiary” means, with respect to any Person, (i) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and (ii) any partnership, joint venture, limited liability company or similar entity of which more than 50% of the equity ownership, whether in the form of membership, general, special or limited partnership interests or otherwise, is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof.

Governing Law

The indentures and the debt securities (including any Guarantees endorsed on the debt securities, if any) will be governed by, and construed in accordance with, the laws of the State of New York.

Regarding the Trustees

The Trust Indenture Act of 1939 limits the rights of a trustee, if the trustee becomes a creditor of HCA Healthcare, Inc. or HCA Inc., as applicable, to obtain payment of claims or to realize on property received by it in respect of those claims, as security or otherwise. Any trustee is permitted to engage in other transactions with HCA Healthcare, Inc. or HCA Inc., as applicable, and its subsidiaries from time to time. However, if a trustee acquires any conflicting interest it must eliminate the conflict upon the occurrence of an Event of Default under the applicable indenture or resign as trustee.

 

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PLAN OF DISTRIBUTION

We and/or one or more selling stockholders may sell the securities described in this prospectus from time to time in one or more transactions:

 

  •  

to purchasers directly;

 

  •  

to underwriters for public offering and sale by them;

 

  •  

through agents;

 

  •  

through dealers; or

 

  •  

through a combination of any of the foregoing methods of sale.

We and/or one or more selling stockholders may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act, with respect to any resale of the securities. A prospectus supplement will describe the terms of any sale of securities we are offering hereunder. Direct sales may be arranged by a securities broker-dealer or other financial intermediary.

The applicable prospectus supplement will name any underwriter involved in a sale of securities. Underwriters may offer and sell securities at a fixed price or prices, which may be changed, or from time to time at market prices or at negotiated prices. Underwriters may be deemed to have received compensation from us from sales of securities in the form of underwriting discounts or commissions and may also receive commissions from purchasers of securities for whom they may act as agent. Underwriters may be involved in any “at the market” offering of securities by or on our behalf.

Underwriters may sell securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions (which may be changed from time to time) from the purchasers for whom they may act as agent.

Unless we state otherwise in the applicable prospectus supplement, the obligations of any underwriters to purchase securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all the securities if any are purchased.

The applicable prospectus supplement will set forth whether or not underwriters may over-allot or effect transactions that stabilize, maintain or otherwise affect the market price of the securities at levels above those that might otherwise prevail in the open market, including, for example, by entering stabilizing bids, effecting syndicate covering transactions or imposing penalty bids.

We will name any agent involved in a sale of securities, as well as any commissions payable to such agent, in a prospectus supplement. Unless we state otherwise in the applicable prospectus supplement, any such agent will be acting on a reasonable efforts basis for the period of its appointment.

If a dealer is utilized in the sale of the securities being offered pursuant to this prospectus, we and/or one or more selling stockholders will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.

Underwriters, dealers and agents participating in a sale of the securities may be deemed to be underwriters as defined in the Securities Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions, under the Securities Act. We may have agreements with underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act, and to reimburse them for certain expenses.

 

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LEGAL MATTERS

The validity of the securities to be sold hereunder will be passed upon for us by Cleary Gottlieb Steen & Hamilton LLP, New York, New York and Robert A. Waterman, Senior Vice President and General Counsel of HCA Healthcare, Inc. or other counsel who is satisfactory to us.

EXPERTS

The consolidated financial statements of HCA Healthcare, Inc. appearing in HCA Healthcare, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017, and the effectiveness of HCA Healthcare, Inc.’s internal control over financial reporting as of December 31, 2017, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and HCA Healthcare, Inc. management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2017 are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 14.

Other Expenses of Issuance and Distribution.

The following is a statement of the expenses (all of which are estimated) to be incurred by the Registrant in connection with a distribution of securities registered under this registration statement:

 

     Amount
to be paid		  

SEC registration fee

    $                   * 

Legal fees and expenses

      * * 

Accounting fees and expenses

      * * 

Printing fees

      * * 

Rating agency fees

      * * 

Trustee’s fees and expenses

      * * 

Miscellaneous

      * * 
  

 

 

  

Total

    $     * 
  

 

 

  

 

*

The Registrant is registering an indeterminate amount of securities under this Registration Statement and in accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee.

**

The applicable prospectus supplement will set forth the estimated aggregate amount of expenses payable in respect of any offering of securities.

 

Item 15.

Indemnification of Directors and Officers.

California Registrants

(a) Columbia ASC Management, L.P. and Riverside Healthcare System, L.P. are registered under the laws of California.

The partnership agreements of Columbia ASC Management, L.P. and Riverside Healthcare System, L.P. provide that the limited partner shall indemnify and hold harmless the general partner; its partners, managers, employees, agents and representatives; and the officers, directors, employees, agents and representatives of its partners to the fullest extent permitted by the California Limited Partnership Act and the California Revised Limited Partnership Act, respectively.

Section 15904.06 (Operative January 1, 2008) of the 2008 California Uniform Limited Partnership Act addresses the rights of a general partner with respect to its management and conduct of partnership activities. The 2008 California Uniform Limited Partnership Act provides that a limited partnership shall reimburse a general partner for payments made, and indemnify a general partner for liabilities incurred by, the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.

(b) Columbia Riverside, Inc., Encino Hospital Corporation, Inc., Los Robles Regional Medical Center and MCA Investment Company are incorporated under the laws of California.

Section 317 of the California General Corporation Law sets forth the provisions pertaining to the indemnification of corporate “agents.” For purposes of this law, an agent includes any person who is or was a director, officer, employee or other agent of a corporation, or is or was serving at the request of the corporation in such capacity with respect to any other corporation, partnership, join venture, trust or other enterprise. Indemnification for expenses, including amounts paid on settling or otherwise disposing of a threatened or

 

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pending action or defending against the same, can be made in certain circumstances by a determination that indemnification is proper because the agent has met the applicable standard of conduct, by any of the following:

 

  •  

a majority vote of a quorum of the corporation’s Board of Directors consisting of directors who are not party to the proceedings;

 

  •  

if such quorum is not obtainable, by independent legal counsel in a written opinion;

 

  •  

approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or

 

  •  

such court in which the proceeding is or was pending upon application by designated parties.

The law allows a corporation to make advances of expenses for certain actions upon the receipt of an undertaking that the agent will reimburse the corporation if the agent is found liable. The indemnification provided by Section 317 for acts while serving as a director or officer of the corporation shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw to the extent authorized by the corporation’s articles of incorporation.

The bylaws of each of the California registrants in this section (b) provide, in relevant part, that each of the Registrants will indemnify its respective officers and directors, under the circumstances and to the extent provided for therein, for certain amounts such officers and directors may be required to pay in any action, suit or proceeding which they are or may be made a party by reason of their position as a director or officer of such Registrant for any action taken on behalf of the corporation that does not involve gross negligence or willful misconduct.

(c) Surgicare of Riverside, LLC is registered under the laws of California.

Under Section 17155 of the California Revised Uniform Limited Liability Company Act, except for a breach of duty, a limited liability company may provide for indemnification of any manager, member, officer, employee or agent of the limited liability company, against liabilities incurred as a result of acting in that capacity. A limited liability company shall have the power to purchase and maintain insurance on behalf of any person against any liability asserted against or incurred by the person even if the operating agreement has prohibited by law from eliminating or limiting the liabilities.

The limited liability company agreement of Surgicare of Riverside, LLC states that the company shall indemnify its officers and managers against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or managers of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification also extends to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.

Colorado Registrants

(a) Colorado Health Systems, Inc., Columbine Psychiatric Center, Inc. and New Rose Holding Company, Inc. are incorporated under the laws of Colorado.

Sections 7-109-102 through 7-109-110 of the Colorado Business Corporation Act (the “Act”) grant each corporation organized thereunder broad powers to indemnify any person in connection with legal proceedings

 

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brought against him by reason of his present or past status as an officer or director of the corporation, provided with respect to conduct in an official capacity with the corporation, the person acted in good faith and in a manner he reasonably believed to be in the best interests of the corporation, with respect to all other conduct, the person believed the conduct to be at least not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, the person had no reasonable cause to believe his conduct was unlawful. Indemnification is limited to reasonable expenses incurred in connection with the proceeding. No indemnification may be made (i) in connection with a proceeding by or in the right of the corporation in which the person was adjudged liable to the corporation; or (ii) in connection with any other proceedings charging that the person derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the person was judged liable on the basis that he derived an improper personal benefit, unless and only to the extent the court in which such action was brought or another court of competent jurisdiction determines upon application that, despite such adjudication, but in view of all relevant circumstances, the person is fairly and reasonably entitled to indemnity for reasonable expenses as the court deems proper. In addition, to the extent that any such person is successful in the defense of any such legal proceeding, the corporation is required by the Act to indemnify him against reasonable expenses.

The bylaws of these Colorado corporations state that the corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.

(b) HCA-HealthONE LLC is registered under the laws of Colorado.

Section 7-80-104(1)(k) of the Colorado Limited Liability Company Act permits a company to indemnify a member or manager or former member or manager of the limited liability company as provided in section 7-80-407. Under Section 7-80-407, a limited liability company shall reimburse a member or manager for payments made, and indemnify a member or manager for liabilities incurred by the member or manager, in the ordinary course of the business of the limited liability company or for the preservation of its business or property if such payments were made or liabilities incurred without violation of the member’s or manager’s duties to the limited liability company.

The operating agreement of HCA-HealthONE LLC indemnifies its officers and managers against all reasonable expenses incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or managers of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification shall also extend to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification shall not be exclusive of any right to which such officer or manager may be entitled as a matter of law and shall extend and apply to the estates of deceased officers or managers.

 

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Delaware Registrants

(a) HCA Healthcare, Inc., HCA Inc., American Medicorp Development Co., GPCH-GP, Inc., HCA — IT&S Field Operations, Inc., HCA — IT&S Inventory Management, Inc., Hospital Development Properties, Inc., Management Services Holdings, Inc., Midwest Holdings, Inc., Outpatient Services Holdings, Inc., PatientKeeper, Inc., Riverside Hospital, Inc., Terre Haute Hospital GP, Inc., Terre Haute Hospital Holdings, Inc. and U.S. Collections, Inc. are incorporated under the laws of Delaware.

Section 145(a) of the General Corporation Law of the State of Delaware (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

Section 145(b) of the DGCL grants each corporation organized thereunder the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made pursuant to Section 145(b) of the DGCL in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145(c) of the DGCL provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 145(a) and (b) of the DGCL, as described in the preceding paragraphs, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 145(g) of the DGCL provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against the person in any such capacity, or arising out of the person’s status as such, regardless of whether the corporation would have the power to indemnify the person against such liability under the provisions of the DGCL. HCA Healthcare, Inc. maintains a directors’ and officers’ insurance policy that insures its directors and officers against liabilities incurred in their capacity as such for which they are not otherwise indemnified, subject to certain exclusions.

 

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Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care, except (i) for any breach of the directors’ duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for director liability in the event of unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

HCA Healthcare, Inc.’s and HCA Inc.’s amended and restated bylaws indemnify their respective directors and officers to the full extent of the DGCL and also allow their Board of Directors to indemnify all other employees. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates, heirs, executors and administrators of such persons.

HCA Healthcare, Inc. maintains a directors’ and officers’ insurance policy. The policy insures directors and officers against unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and reimburses HCA Healthcare, Inc. for those losses for which HCA Healthcare, Inc. have lawfully indemnified the directors and officers. The policy contains various exclusions that are normal and customary for policies of this type.

HCA Healthcare, Inc.’s employment agreements with certain of its officers provide indemnification for adverse tax consequences they may suffer pursuant to their employment agreements.

HCA Healthcare, Inc. has entered into an indemnification priority and information sharing agreement with certain of its current and prior investors and certain of their affiliated funds to clarify the priority of advancement and indemnification obligations among HCA Healthcare, Inc. and any of its directors appointed by such investors and other related matters.

(b) Nashville Shared Services General Partnership is a general partnership under the laws of Delaware and Integrated Regional Laboratories, LLP is registered under the laws of Delaware.

Section 15-110 of the Delaware Revised Uniform Partnership Act provides that subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.

The Nashville Shared Services General Partnership partnership agreement states that indemnification is controlled by the Delaware Revised Uniform Partnership Act. The partnership agreement of Integrated Regional Laboratories, LLP indemnifies its officers against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification also extends to the payment of counsel fees and expenses of such officers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer may be entitled as a matter of law and shall extend and apply to the estates of deceased officers.

 

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(c) Centerpoint Medical Center of Independence, LLC, Cy-Fair Medical Center Hospital, LLC, Dallas/Ft. Worth Physician, LLC, EP Health, LLC, Fairview Park GP, LLC, Goppert-Trinity Family Care, LLC, Grand Strand Regional Medical Center, LLC, HCA American Finance LLC, HCA SFB 1 LLC, HPG Enterprises, LLC, Houston NW Manager, LLC, Houston — PPH, LLC, HSS Holdco, LLC, HSS Systems, LLC, HTI MOB, LLC, Lakeview Medical Center, LLC, Lewis-Gale Medical Center, LLC, Medical Centers of Oklahoma, LLC, Medical Office Buildings of Kansas, LLC, Midwest Division — ACH, LLC, Midwest Division — LRHC, LLC, Midwest Division — LSH, LLC, Midwest Division — MCI, LLC, Midwest Division — MMC, LLC, Midwest Division — OPRMC, LLC, Midwest Division — PFC, LLC, Midwest Division — RMC, LLC, North Houston — TRMC, LLC, Notami Hospitals, LLC, Oklahoma Holding Company, LLC, Outpatient Cardiovascular Center of Central Florida, LLC, Parallon Holdings, LLC, Pearland Partner, LLC, Plaza Specialty Hospital, LLC, Reston Hospital Center, LLC, Samaritan, LLC, San Jose Medical Center, LLC, San Jose, LLC, Savannah Health Services, LLC, SCRI Holdings, LLC, Sebring Health Services, LLC, SJMC, LLC, Sarah Cannon Research Institute, LLC, Southeast Georgia Health Services, LLC, Spalding Rehabilitation L.L.C., SSHR Holdco, LLC, Trident Medical Center, LLC, Utah Medco, LLC, Vision Consulting Group, LLC, Weatherford Health Services, LLC and Wesley Medical Center, LLC are registered under the laws of Delaware.

Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The operating agreement of HTI MOB, LLC indemnifies the officers and managers to the full extent of the law. The operating agreements of the remainder of the Delaware limited liability company registrants indemnify their officers and managers against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or managers of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification also extends to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification is not exclusive of any right to which such officer or manager may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and managers.

(d) CHCA Bayshore, L.P., CHCA Conroe, L.P., CHCA Mainland, L.P., CHCA West Houston, L.P., CHCA Woman’s Hospital, L.P., Columbia Rio Grande Healthcare, L.P., Columbia Valley Healthcare System, L.P., Good Samaritan Hospital, L.P., HCA Management Services, L.P., JFK Medical Center Limited Partnership, Palms West Hospital Limited Partnership, Plantation General Hospital, L.P., San Jose Healthcare System, LP, Terre Haute Regional Hospital, L.P. and San Jose Hospital, L.P. are registered under the laws of Delaware.

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act (“DRULPA”) permits a limited partnership to indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.

The Columbia Valley Healthcare System, L.P. partnership agreement allows the partnership to indemnify the general partners for everything but willful misconduct or gross negligence. The other Delaware limited partnership registrants allow for indemnification to the fullest extent under the DRULPA.

 

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Florida Registrants

(a) Bay Hospital, Inc., Central Florida Regional Hospital, Inc., Citrus Memorial Hospital, Inc., Citrus Memorial Property Management, Inc., Columbia Jacksonville Healthcare System, Inc., East Florida — DMC, Inc., Edward White Hospital, Inc., HCA Health Services of Florida, Inc., HD&S Corp. Successor, Inc., Largo Medical Center, Inc., Lawnwood Medical Center, Inc., Marion Community Hospital, Inc., Memorial Healthcare Group, Inc., New Port Richey Hospital, Inc., North Florida Immediate Care Center, Inc., North Florida Regional Medical Center, Inc., Okaloosa Hospital, Inc., Okeechobee Hospital, Inc., Poinciana Medical Center, Inc., Sarasota Doctors Hospital, Inc., Sun City Hospital, Inc., Surgicare of Brandon, Inc., Surgicare of Florida, Inc., Surgicare of Manatee, Inc., Surgicare of Newport Richey, Inc., Tallahassee Medical Center, Inc. and West Florida Regional Medical Center, Inc. are incorporated under the laws of Florida.

Section 607.0831 of the Florida Business Corporation Act provides, among other things, that a director is not personally liable for monetary damages to a company or any other person for any statement, vote, decision, or failure to act, by the director, regarding corporate management or policy, unless the director breached or failed to perform his or her duties as a director and such breach or failure constitutes (a) a violation of criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (b) a transaction from which the director derived an improper personal benefit; (c) a circumstance under which the liability provisions of Section 607.0834 of the Florida Business Corporation Act (relating to the liability of the directors for improper distributions) are applicable; (d) willful misconduct or a conscious disregard for the best interest of the company in the case of a proceeding by or in the right of the company to procure a judgment in its favor or by or in the right of a stockholders; or (e) recklessness or an act or omission in bad faith or with malicious purpose or with wanton and willful disregard of human rights, safety or property, in a proceeding by or in the right of someone other than such company or a stockholder.

Section 607.0850 of the Florida Business Corporation Act authorizes, among other things, a company to indemnify any person who was or is a party to any proceeding (other than an action by or in the right of the company) by reason of the fact that he is or was a director, officer, employee or agent of the company (or is or was serving at the request of the company in such a position for any entity) against liability incurred in connection with such proceedings, if he or she acted in good faith and in a manner reasonably believed to be in the best interests of the company and, with respect to criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful. Under Section 607.0850 of the Florida Business Corporation Act, a Florida corporation may make further indemnity with respect to a derivative proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation, except that no indemnity may be provided if the person is adjudged to be liable, except to the extent that a court determines, despite the adjudication of liability, but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses as deemed proper by the court.

The Florida Business Corporation Act requires that a director, officer or employee be indemnified for actual and reasonable expenses (including attorneys’ fees) to the extent that he or she has been successful on the merits or otherwise in the defense of any proceeding. Florida law also allows expenses of defending a proceeding to be advanced by a company before the final disposition of the proceedings, provided that the officer or director undertakes to repay such advance if it is ultimately determined that indemnification is not permitted.

The Florida Business Corporation Act states that the indemnification and advancement of expenses provided pursuant to Section 607.0850 is not exclusive and that indemnification may be provided by a company pursuant to other means, including agreements or bylaw provisions. Florida law prohibits indemnification or advancement of expenses, however, if a judgment or other final adjudication establishes that the actions of a director, officer or employee were material to the cause of action and constitute (i) a violation of criminal law, unless he or she had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (ii) a transaction from which such person derived an improper personal benefit;

 

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(iii) willful misconduct or conscious disregard for the best interests of the company in the case of a derivative action or a proceeding by or in the right of a stockholder, or (iv) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 of the Florida Business Corporation Act (relating to the liability of directors for improper distributions) are applicable.

The bylaws of all the Florida corporate registrants indemnify their officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.

The articles of incorporation of Surgicare of Brandon, Inc., Surgicare of Manatee, Inc. and Surgicare of Newport Richey, Inc. further indemnify officers and directors to the fullest extent that a corporation may or is required to grant indemnification to a director under Florida law.

(b) Integrated Regional Lab, LLC, JPM AA Housing, LLC, Oviedo Medical Center, LLC, Putnam Community Medical Center of North Florida, LLC, Surgicare of Palms West, LLC, West Florida — MHT, LLC, West Florida — PPH, LLC and West Florida — TCH, LLC are organized under the laws of Florida.

Section 605.04093 of the Florida Revised Limited Liability Company Act provides, among other things, that a manager in a manager-managed limited liability company or a member in a member-managed limited liability company is not personally liable for monetary damages to a company, its members or any other person for any statement, vote, decision, or failure to act, by the manager or member, regarding company management or policy decisions, unless the manager or member breached or failed to perform his, her or its duties as a manager in a manager-managed limited liability company or a member in a member-managed limited liability company and such breach or failure constitutes (a) a violation of criminal law, unless the manager or member had reasonable cause to believe his, her or its conduct was lawful or had no reasonable cause to believe his, her or its conduct was unlawful; (b) a transaction from which the manager or member derived an improper personal benefit; (c) a distribution in violation of the provisions of Section 605.0406 of the Florida Revised Limited Liability Company Act (relating to the liability of the manager or member for improper distributions); (d) willful misconduct or a conscious disregard for the best interest of the company in the case of a proceeding by or in the right of the company to procure a judgment in its favor or by or in the right of a member; or (e) recklessness or an act or omission in bad faith or with malicious purpose or with wanton and willful disregard of human rights, safety or property, in a proceeding by or in the right of someone other than such company or a member.

Section 605.0408 of the Florida Revised Limited Liability Company Act authorizes, among other things, a company to indemnify managers and members with respect to a claim or demand against the person and a debt, obligation, or other liability incurred by the person in his, her or its capacity as a member or manager of the company if the claim, demand, debt, obligation, or other liability does not arise from the person’s breach of the following Sections of the Florida Revised Limited Liability Company Act: Section 605.0405 (relating to liability for improper distributions), Section 605.0407 (relating to management of the company), Section 605.04071 (relating to delegation of rights and power to manage the company), Section 605.04072 (relating to selection and terms of managers in manager-managed companies), Section 605.04073 (relating to voting rights of members and managers), Section 605.04074 (relating to agency rights of members and managers), or Section 605.04091 (relating to standards of conduct for members and managers).

 

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Section 605.0408 of the Florida Revised Limited Liability Company Act further provides that, in the ordinary course of its activities and affairs, a limited liability company may advance reasonable expenses, including attorney fees and costs, incurred by a manager or member in connection with a claim or demand against the person by reason of such person’s former or present capacity as a member or manager of the company if the person promises to repay the company in the event that the person ultimately is determined not to be entitled to be indemnified under the Florida Revised Limited Liability Company Act. A limited liability company may further purchase and maintain insurance on behalf of a member or manager of the company against liability asserted or incurred by the member or manger in that capacity arising from that status even if: (a) under Section 605.0105(3)(g) of the Florida Revised Limited Liability Company Act, the operating agreement could not eliminate or limit the person’s liability to the company for the conduct giving rise to the liability; and (b) under Section 605.0105(3)(p) of the Florida Revised Limited Liability Company Act, the operating agreement could not provide for indemnification for the conduct giving rise to the liability.

The operating agreements of the Florida limited liability company registrants indemnify their officers and managers against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or managers of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification also extends to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification is not exclusive of any right to which such officer or manager may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and managers.

The articles of organization of JPM AA Housing, LLC further indemnify members, managers and officers of the company to the maximum extent permitted by the Florida Revised Limited Liability Company Act.

Georgia Registrants

(a) Columbus Cardiology, Inc., Marietta Surgical Center, Inc. and Redmond Physician Practice Company are incorporated under the laws of Georgia.

Section 14-2-202(b)(4) of the Georgia Business Corporation Code provides that a corporation’s articles of incorporation may include a provision that eliminates or limits the liability of directors for monetary damages to a corporation or its shareholders for any action taken, or failure to take any action, as a director. The section does not, however, authorize a corporation to eliminate or limit the liability of a director for appropriating, in violation of his or her duties, any business opportunity of the corporation, for acts or omissions which involve intentional misconduct or a knowing violation of law, for any transaction from which the director received an improper personal benefit, or authorizing a dividend, stock repurchase or redemption, distribution of assets or other distribution in violation of Section 14-2-640 of the Georgia Business Corporation Code if it is established that the director did not perform his or her duties in compliance with Section 14-2-830 of the Georgia Business Corporation Code, which sets forth general standards for directors. Section 14-2-202(b)(4) also does not eliminate or limit the right of a corporation or any shareholder to seek an injunction, a rescission or any other equitable (non-monetary) relief for any action taken or not taken by a director. In addition, Section 14-2-202(b)(4) applies only to claims against a director arising out of his or her role as a director and does not relieve a director from liability arising from his or her role as an officer or in any other capacity.

Sections 14-2-852 and 14-2-857 of the Georgia Business Corporation Code provide that any director or officer who is wholly successful in the defense of any proceeding to which he or she was a party because he or she was an officer or a director of the corporation is entitled to indemnification against reasonable expenses as of

 

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right. On the other hand, if the charges made in any action are sustained, the determination of whether the required standard of conduct has been met will be made, in accordance with the provisions of Georgia Business Corporation Code Section 14-2-855, by either the board of directors or a committee thereof, acting by disinterested members, by special legal counsel or by the shareholders, but shares owned by or voted under the control of directors seeking indemnification may not be voted.

The bylaws of each of the Georgia corporate registrants indemnify their officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.

(b) Dublin Community Hospital, LLC, Northlake Medical Center, LLC and Redmond Park Hospital, LLC are registered under the laws of Georgia.

Georgia law provides that a limited liability company may indemnify a member, manager or other person against liability incurred in connection with the limited liability company subject to any standards or restrictions set forth in the articles of organization or operating agreement. Unless the member or manager is aware of information which would cause any reliance to be unwarranted, he or she is entitled to rely upon information prepared or presented by other members, managers, committees and employees of the limited liability company and legal counsel, public accountants or other professionals or experts.

However, Georgia law does not permit indemnification if the member or manager has engaged in any intentional misconduct or a knowing violation of law or was involved in any transaction in which the member or manager received a personal benefit as a result of his or her breach of any provision in the operating agreement.

The operating agreements of each of the Georgia limited liability companies indemnify their officers and managers against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or managers of the limited liability company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification is not exclusive of any right to which such officer or manager may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and managers.

 

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(c) Fairview Park, Limited Partnership is registered under the laws of Georgia.

Section 14-9-108 of the Georgia Revised Uniform Limited Partnership Act provides that:

(a) Subject to any limitations expressly set forth in the partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever, provided that the partnership shall not indemnify any person:

(1) For intentional misconduct or a knowing violation of law; or

(2) For any transaction for which the person received a personal benefit in violation or breach of any provision of the partnership agreement.

(b) To the extent that, at law or in equity, a partner has duties including but not limited to fiduciary duties and liabilities relating thereto to a limited partnership or another partner:

(1) The partner’s duties and liabilities may be expanded, restricted, or eliminated by provisions in the partnership agreement; provided, however, that no such provision shall eliminate or limit the liability of a partner for intentional misconduct or a knowing violation of law or for any transaction for which the partner received a personal benefit in violation or breach of any provision of the partnership agreement; and

(2) The partner shall have no liability to the limited partnership or to any other partner for his or her good faith reliance on the provisions of the partnership agreement, including, without limitation, provisions thereof that relate to the scope of duties including but not limited to fiduciary duties of partners.

Fairview Park Limited Partnership’s Partnership Agreement requires the limited partnership to indemnify its general partner, members, managers, employees, agents and representatives to the full extent of the Georgia Revised Uniform Limited Partnership Act.

Idaho Registrants

Eastern Idaho Health Services, Inc. and West Valley Medical Center, Inc. are incorporated under the laws of Idaho.

Under Title 30, Section 30-29-851 of the Idaho Code, a corporation’s directors and officers may be indemnified against certain liabilities which they may incur in their capacities as such. The material terms of the indemnification provisions are indemnification:

 

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with respect to civil, criminal, administrative or investigative proceedings brought because the defendant is or was serving as an officer, director, employee or agent of the company;

 

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for judgments, fines and amounts paid in settlement reasonably incurred;

 

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if the defendant acted in good faith and reasonably believed in the case of conduct in his official capacity that his conduct was in the best interests of the company, and in all other cases that his conduct was at least not opposed to the best interests of the company; and

 

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if, with respect to a criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

Attorneys’ fees are included in such indemnification to the extent the indemnified party is successful on the merits in defense of the proceeding. If the foregoing criteria are met, indemnification also applies to a suit threatened or pending by the company against the officer, director, employee or agent with respect to attorneys’ fees unless there is negligence on the part of the indemnified party. Indemnification is made only upon a determination by the company that it is proper under the circumstances because the applicable standard is met.

Generally, expenses for defense may be paid in advance of final disposition of the proceeding if the indemnified party provides a written affirmation of his good faith belief that he has met the relevant standard of

 

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conduct under the Idaho Code and further provides a written undertaking to repay such amounts if it is determined that the applicable standard has not been met.

The bylaws of both of the Idaho corporations indemnify their officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.

Illinois Registrant

Columbia LaGrange Hospital, LLC is registered under the laws of Illinois.

Section 15-7(a) of the Illinois Limited Liability Company Act provides that an Illinois limited liability company shall reimburse its members and managers for payments made, and shall indemnify its members and managers for liabilities incurred, by such member or manager in the ordinary course of the business of the limited liability company or for the preservation of its business or property.

The operating agreement of Columbia La Grange Hospital, LLC indemnifies its officers and managers against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or managers of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification is not exclusive of any right to which such officer or manager may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and managers.

Indiana Registrant

Terre Haute MOB, L.P. is registered under the laws of Indiana.

Title 23, Article 16, Chapter 2 of the Indiana Code provides that a domestic or foreign limited partnership may indemnify a person made a party to an action because the person is or was a partner or officer of the partnership against liability incurred in the action if:

(1) the person’s conduct was in good faith; and

(2) the person reasonably believed:

(A) in the case of conduct in the person’s capacity as a partner, that the person’s conduct was in the best interests of the partnership; and

(B) in all other cases that the person’s conduct was at least not opposed to the best interests of the limited partnership or foreign limited partnership; and

 

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(3) in the case of any criminal action, the person either:

(A) had reasonable cause to believe the person’s conduct was lawful; or

(B) had no reasonable cause to believe the person’s conduct was unlawful.

The indemnification provided for above does not exclude any other rights to indemnification that a partner or officer of the limited partnership may have under the partnership agreement or with the written consent of all partners.

The general partners of Terre Haute MOB, L.P. are indemnified by the partnership pursuant to the partnership agreement for all actions relating to their performance or nonperformance on behalf of the partnership.

Kentucky Registrants

Frankfort Hospital, Inc. and Greenview Hospital, Inc. are incorporated under the laws of Kentucky.

Sections 271B.8-500 to 271B.8-580 of the Kentucky Business Corporation Act provides that, subject to restrictions contained in the statute, a corporation may indemnify any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director or officer of the corporation. A person who has been successful on the merits or otherwise in any suit or matter covered by the indemnification statute shall be indemnified against expenses (including attorneys’ fees) reasonably incurred by him in connection therewith. Indemnification is authorized upon a determination that the person to be indemnified has met the applicable standard of conduct required. Expenses incurred in defense may be paid in advance upon receipt by the corporation of a written affirmation by the director of his good faith belief that he has met the applicable standard of conduct required, a written undertaking by or on behalf of the director to repay such advance if it is ultimately determined that he did not meet the standard of conduct, and a determination that the facts then known to those making the determination would not preclude indemnification under the statute. The indemnification provided by statute shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of shareholders or disinterested directors, or otherwise, which shall inure to the benefit of the heirs, executors and administrators of such a person. Insurance may be purchased on behalf of any person entitled to indemnification by the corporation against any liability incurred in an official capacity regardless of whether the person could be indemnified under the statute.

The bylaws of Frankfort Hospital, Inc. and Greenview Hospital, Inc. indemnify their officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.

 

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Louisiana Registrants

(a) Columbia Healthcare System of Louisiana, Inc., HCA Health Services of Louisiana, Inc. and Notami Hospitals of Louisiana, Inc. are incorporated under the laws of Louisiana.

Sections 1-850 through 1-859 of the Louisiana Business Corporation Act, or LCBA, provide, in part, that a corporation may indemnify each of its current or former directors and officers (each, an “indemnitee”) against liability (including judgments, settlements, penalties, fines, or reasonable expenses) incurred by the indemnitee in a proceeding to which the indemnitee is a party if the indemnitee acted in good faith and reasonably believed either (1) in the case of conduct in an official capacity, that the indemnitee’s conduct was in the best interests of the corporation or (2) in all other cases, that the indemnitee’s conduct was at least not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, the indemnitee had no reasonable cause to believe his or her conduct was unlawful. Under the LBCA, a corporation may also advance expenses to the indemnitee provided that the indemnitee delivers (1) a written affirmation of his or her good faith belief that the relevant standard of conduct has been met or that the proceeding involves conduct for which liability has been eliminated and (2) a written undertaking to repay any funds advanced if (i) the indemnitee is not entitled to mandatory indemnification by virtue of being wholly successful, on the merits or otherwise, in the defense of any such proceeding and (ii) it is ultimately determined that the indemnitee has not met the relevant standard of conduct. In addition, a corporation has the power to obtain and maintain insurance with respect to any person who is or was acting on its behalf, regardless of whether a corporation has the legal authority to indemnify, or advance expenses to, the insured person with respect to such liability.

Under the LBCA, a corporation must indemnify any present or former director or officer of a corporation for expenses incurred in connection with the proceeding if such person was wholly successful, on the merits or otherwise, in defense of any proceeding, that he was a party to by virtue of the fact that he or she is or was a director or officer of the corporation. This mandatory indemnification requirement does not limit our right to permissibly indemnify a director or officer with respect to expenses of a partially successful defense of any proceeding.

The bylaws of each of the Louisiana corporations indemnify their officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.

(b) New Iberia Healthcare, LLC and The Regional Health System of Acadiana, LLC are registered under the laws of Louisiana.

Section 315 of the Louisiana Limited Liability Company Act permits a limited liability company, in its articles of organization or in a written operating agreement, to eliminate or limit the personal liability of a member or members, if management is reserved to the members, or a manager or managers, if management is vested in one or more managers, for monetary damages for breach of any duty of diligence, care, judgment or skill. Notwithstanding the foregoing, the liability of a member or manager shall not be limited or eliminated for the amount of a financial benefit received by a member or manager to which he is not entitled or for an intentional violation of a criminal law.

 

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The operating agreements of each of the Louisiana limited liability companies indemnify the officers and managers against all reasonable expenses incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or managers of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification shall also extend to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification shall not be exclusive of any right to which such officer or manager may be entitled as a matter of law and shall extend and apply to the estates of deceased officers or managers.

Mississippi Registrant

Brookwood Medical Center of Gulfport, Inc. is incorporated under the laws of Mississippi.

Article 8, Subarticle E of the Mississippi Business Corporation Act (“MBCA”) permits Mississippi corporations to indemnify officers and directors. MBCA Section 79-4-2.02(b)(5) permits the corporation to include an obligatory indemnification for directors in its Articles of Incorporation for all acts other than: (i) distributions made in excess of standards established by Mississippi law or in the corporation’s articles of incorporation, for which Section 79-4-8.33 imposes personal liability on directors to the corporation; and (ii) circumstances where, in his performance as a director, a director has received a financial benefit to which he is not entitled, he intentionally inflicts harm on the corporation or its stockholders or he intentionally violates any criminal law. The law further permits us to advance all expenses for defense of a director in any lawsuit brought against a director in his capacity as a director. The MBCA specifically provides in Section 79-4-8.53 that such advances are allowed by Mississippi law. Such advances may be made under the MBCA only after a determination that the director met all relevant standards of conduct.

Section 79-4-8.56 of the MBCA permits a Mississippi corporation to indemnify any officer to the same extent as to a director. Indemnification of officers and directors against reasonable expenses is mandatory under Section 79-4-8.52 of the MBCA to the extent the officer or director is successful on the merits or otherwise in the defense of any action or suit against him giving rise to a claim of indemnification.

The bylaws of Brookwood Medical Center of Gulfport, Inc. indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.

 

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Missouri Registrants

(a) Health Midwest Office Facilities Corporation, Health Midwest Ventures Group, Inc., MediCredit, Inc. and The Outsource Group, Inc. are incorporated under the laws of Missouri.

Section 351.355(1) of the Revised Statutes of Missouri provides that a corporation may indemnify a director or officer of the corporation in any action, suit or proceeding other than an action by or in the right of the corporation, against expenses (including attorneys’ fees), judgments, fines and settlement amounts actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful.

Section 351.355(2) provides that the corporation may indemnify any such person in any action or suit by or in the right of the corporation against expenses (including attorneys’ fees) and settlement amounts actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that he may not be indemnified in respect of any matter in which he has been adjudged liable for negligence or misconduct in the performance of his duty to the corporation, unless authorized by the court.

Section 351.355(3) provides that a corporation shall indemnify any such person against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the action, suit or proceeding if he has been successful in defense of such action, suit or proceeding and if such action, suit or proceeding is one for which the corporation may indemnify him under Section 351.355(1) or (2).

Section 351.355(7) provides that a corporation shall have the power to give any further indemnity to any such person, in addition to the indemnity otherwise authorized under Section 351.355, provided such further indemnity is either (i) authorized, directed or provided for in the articles of incorporation of the corporation or any duly adopted amendment thereof or (ii) is authorized, directed or provided for in any bylaw or agreement of the corporation which has been adopted by a vote of the shareholders of the corporation, provided that no such indemnity shall indemnify any person from or on account of such person’s conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

The bylaws of both Health Midwest Office Facilities Corporation and Health Midwest Ventures Group, Inc. indemnify their officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.

(b) Midwest Division — RBH, LLC is registered under the laws of Missouri.

The operating agreement of Midwest Division — RBH, LLC indemnifies its officers and managers against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers

 

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and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification also extends to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification is not exclusive of any right to which such officer or manager may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and managers.

The Missouri Limited Liability Company Act is silent with respect to the limits of a limited liability company’s ability to provide for the indemnification of its officers and managers in its operating agreement.

However, Section 347.081(2) states that it is the policy of the Missouri Limited Liability Company Act to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.

Nevada Registrants

(a) Las Vegas Surgicare, Inc., Sunrise Mountainview Hospital, Inc., VH Holdco, Inc., VH Holdings, Inc. and Western Plains Capital, Inc. are incorporated under the laws of Nevada.

Chapter 78 of the Nevada Revised Statutes (“NRS”) allows directors and officers to be indemnified against liabilities they may incur while serving in such capacities. Under the applicable statutory provisions, the corporation may indemnify its directors or officers who were or are a party or are threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that they are or were directors or officers of the corporation, or are or were serving at the request of the corporation as directors or officers of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by them in connection with the action, suit, or proceeding, unless it is ultimately determined by a court of competent jurisdiction that they breached their fiduciary duties by intentional misconduct, fraud, or a knowing violation of law or did not act in good faith and in a manner which they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. In addition, the applicable statutory provisions mandate that the corporation indemnify its directors and officers who have been successful on the merits or otherwise in defense of any action, suit, or proceeding against expenses, including attorneys’ fees, actually and reasonably incurred by them in connection with the defense. The corporation will advance expenses incurred by directors or officers in defending any such action, suit, or proceeding upon receipt of written confirmation from such officers or directors that they have met certain standards of conduct and an undertaking by or on behalf of such officers or directors to repay such advances if it is ultimately determined that they are not entitled to indemnification by the corporation.

The bylaws of all the Nevada corporate registrants indemnify their officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.

 

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(b) Southern Hills Medical Center, LLC is registered under the laws of Nevada.

Section 86.411 of the NRS permits a limited liability company to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (except an action by or in the right of the limited liability company), by reason of being or having been a manager or member of the limited liability company. As with corporations, indemnification may include attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person to be indemnified. Section 86.421 of the NRS permits a limited liability company to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the limited liability company to procure a judgment in its favor by reason of being or having been a manager or member of the limited liability company except that indemnification may not be made for any claim, issue or matter as to which such a person has been finally adjudged by a court of competent jurisdiction to be liable to the limited liability company or for amounts paid in settlement to the limited liability company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that, in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. In either case, however, to be entitled to indemnification, the person to be indemnified must have acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the limited liability company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 86.431 of the NRS also provides that to the extent a manager or member of a limited liability company has been successful on the merits or otherwise in defense of any such action, he or she must be indemnified by the limited liability company against expenses, including attorneys’ fees actually and reasonably incurred in connection with the defense.

Section 86.441 of the NRS permits a limited liability company, in its articles of organization, operating agreement or other agreement, to provide for the payment of expenses incurred by members or managers in defending any civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking to repay the amount if it is ultimately determined by a court of competent jurisdiction that the person is not entitled to indemnification.

Section 86.461 of the NRS permits a limited liability company to purchase and maintain insurance or make other financial arrangements on behalf of the limited liability company’s managers or members for any liability and expenses incurred by them in their capacities as managers or members or arising out of their status as such, whether or not the limited liability company has the authority to indemnify him, her or them against such liability and expenses.

The operating agreement of Southern Hills Medical Center, LLC indemnifies its officers and managers against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or managers of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification also extends to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification is not exclusive of any right to which such officer or manager may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and managers.

 

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South Carolina Registrant

Walterboro Community Hospital, Inc. is incorporated under the laws of South Carolina.

Under Section 33 of the South Carolina Business Corporation Act of 1988, a corporation may indemnify an individual made a party to a proceeding because he is or was a director or officer against liability incurred in the proceeding if: (1) he conducted himself in good faith; and (2) he reasonably believed: (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interest; and (ii) in all other cases, that his conduct was at least not opposed to its best interest; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

The bylaws of Walterboro Community Hospital, Inc. indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.

Tennessee Registrants

(a) Central Tennessee Hospital Corporation, HCA Central Group, Inc., HCA Health Services of Tennessee, Inc., HCA Realty, Inc., Hendersonville Hospital Corporation, Hospital Corporation of Tennessee, HTI Memorial Hospital Corporation, Spring Hill Hospital, Inc. and TCMC Madison-Portland, Inc. are incorporated under the laws of Tennessee.

The Tennessee Business Corporation Act (“TBCA”) sets forth in Sections 48-18-502 through 48-18-509 the circumstances governing the indemnification of directors and officers of a corporation against liability incurred in the course of their official capacities. Section 48-18-502 of the TBCA provides that a corporation may indemnify any director against liability incurred in connection with a proceeding if (i) the director acted in good faith, (ii) the director reasonably believed, in the case of conduct in his or her official capacity with the corporation, that such conduct was in the corporation’s best interest, or, in all other cases, that his or her conduct was not opposed to the best interests of the corporation and (iii) in connection with any criminal proceeding, the director had no reasonable cause to believe that his or her conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer is adjudged to be liable to the corporation. Similarly, the TBCA prohibits indemnification in connection with any proceeding charging improper personal benefit to a director, if such director is adjudged liable on the basis that a personal benefit was improperly received. In cases where the director is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as a director of a corporation, Section 48-18-503 of the TBCA mandates that the corporation indemnify the director against reasonable expenses incurred in the proceeding. Notwithstanding the foregoing, Section 48-18-505 of the TBCA provides that a court of competent jurisdiction, upon application, may order that a director or officer be indemnified for reasonable expense if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, whether or not the standard of conduct set forth above was met. Officers who are not directors are entitled, through the provisions of Section 48-18-507 of the TBCA, to the same indemnification afforded to directors under Sections 48-18-503 and 48-18-505. Corporations are permitted to indemnify and advance expenses to an officer, employee or expert who is not a director to the extent, consistent with public policy, that may be provided in its charter, bylaws, action by its board, or contract.

 

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Under certain circumstances, a corporation may also advance expenses to a director or officer. Section 48-18-506 of the TBCA also permits a corporation to purchase and maintain insurance on behalf of certain person against liability asserted against or incurred by the individual acting in their official capacity, whether or not the corporation would have the power to indemnify the person against the same liability under applicable law.

The bylaws of each of the Tennessee corporations indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.

(b) H2U Wellness Centers, LLC, HealthTrust Workforce Solutions, LLC, Parallon Business Solutions, LLC, Parallon Enterprises, LLC, Parallon Health Information Solutions, LLC, Parallon Payroll Solutions, LLC, Parallon Physician Services, LLC, PTS Solutions, LLC, Southpoint, LLC, Vision Holdings, LLC and WCP Properties, LLC (together, “the Tennessee LLCs”) are registered under the laws of Tennessee.

The Tennessee Revised Limited Liability Company Act (“TLLCA”) sets forth in Sections 48-249-115(b) through 48-249-115(i) the circumstances governing the indemnification of directors, members, managers, officers, employees and agents of an LLC against liability incurred in the course of their official capacities. Section 48-249-115(b) of the TLLCA provides that an LLC may indemnify any director (for a director-managed LLC), manager (for a manager-managed LLC), or member (for a member-managed LLC) (including when such person is serving at the LLC’s request as a director, manager, officer, partner, trustee, employee or agent of another entity) (each, a “responsible person”) against liability incurred in connection with a proceeding if (i) the person acted in good faith, (ii) the person reasonably believed, in the case of conduct in his or her official capacity with the LLC, that such conduct was in the LLC’s best interest, or, in all other cases, that his or her conduct was not opposed to the best interests of the LLC and (iii) in connection with any criminal proceeding, the responsible person had no reasonable cause to believe that his or her conduct was unlawful. In actions brought by or in the right of the LLC, however, the TLLCA provides that no indemnification may be made if the person is adjudged to be liable to the LLC. Similarly, the TLLCA prohibits indemnification in connection with any proceeding charging improper personal benefit to a responsible person, if such responsible person is adjudged liable on the basis that a personal benefit was improperly received. In cases where the responsible person is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as a responsible person, Section 48-249-115(c) of the TLLCA mandates that the LLC indemnify the responsible person against reasonable expenses incurred in the proceeding. Notwithstanding the foregoing, Section 48-249-115(e) of the TLLCA provides that a court of competent jurisdiction, upon application, may order that a responsible person be indemnified for reasonable expense if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, whether or not the standard of conduct set forth above was met. Officers who are not responsible persons are entitled, through the provisions of Section 48-249-115 of the TLLCA to the same degree of indemnification afforded to responsible persons under Section 48-249-115. LLC’s are permitted to indemnify and advance expenses to officers, employees, independent contractors or agents who are not responsible persons to the same extent as responsible persons.

 

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Under certain circumstances, an LLC may also advance expenses to a responsible person. Section 48-249-115(h) of the TLLCA also permits an LLC to purchase and maintain insurance on behalf of a responsible person and certain other persons against liability asserted against or incurred by such person acting in that capacity, or arising from such person’s status with the LLC, whether or not the LLC would have the power to indemnify the person against the liability under applicable law. The operating agreements of the Tennessee LLCs indemnify their officers and directors against all reasonable expenses incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification shall also extend to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers or directors.

Texas Registrants

(a) Columbia Medical Center of Las Colinas, Inc., Conroe Hospital Corporation, El Paso Surgicenter, Inc., HCA Pearland GP, Inc., KPH-Consolidation, Inc., National Patient Account Services, Inc., Pasadena Bayshore Hospital, Inc., Primary Health, Inc., Rio Grande Regional Hospital, Inc., Spring Branch Medical Center, Inc., Surgicare of Houston Women’s, Inc., W & C Hospital, Inc., WHMC, Inc. and Woman’s Hospital of Texas, Incorporated are incorporated under the laws of Texas.

Sections 8.101 and 8.105 of the Texas Business Organizations Code (“TBOC”) permit corporations to indemnify a person who was or is a governing person, officer, employee or agent of such corporation or who serves at the corporation’s request as a representative of another enterprise, organization or employee benefit plan (an “outside enterprise”), who was, is, or is threatened to be named a respondent in a legal proceeding by virtue of such person’s position in the corporation or in an outside enterprise, but only if the person acted in good faith and reasonably believed, in the case of conduct in the person’s official capacity, that the conduct was in or, in the case of all other conduct, that the conduct was not opposed to the corporation or outside enterprise’s best interest, and, in the case of a criminal proceeding, the person had no reasonable cause to believe the conduct was unlawful. A person may be indemnified within the above limitations against judgment and expenses that are reasonable and actually incurred by the person in connection with the proceeding; however, indemnification is limited to reasonable expenses actually incurred in a proceeding in which the person is found liable to the corporation or is found to have improperly received a personal benefit and shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the corporation, breach of the person’s duty of loyalty owed to the corporation or an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the corporation. Indemnification pursuant to Section 8.101 of the TBOC can be made by the corporation only upon a determination made in the manner prescribed by Section 8.103 of the TBOC that indemnification is proper in the circumstances because the party seeking indemnification has met the applicable standard of conduct for such indemnification.

Section 8.051 of the TBOC requires a corporation to indemnify a governing person, former governing person or person serving an outside enterprise at the corporation’s request against reasonable expenses incurred in connection with a proceeding in which the person is a party because of the person’s corporate position, if the person was wholly successful, on the merits or otherwise, in the defense of the proceeding.

Under certain circumstances, a corporation may also advance expenses to any of the above persons. Section 8.151 of the TBOC also permits a corporation to purchase and maintain insurance or to make other

 

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arrangements on behalf of any of such persons against any liability asserted against and incurred by the person in such capacity, or arising out of the person’s status as such a person, whether or not the corporation would have the powers to indemnify the person against the liability under applicable law.

The bylaws of each of the Texas corporations indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.

(b) CHCA Pearland, L.P., Columbia Medical Center of Arlington Subsidiary, L.P., Columbia Medical Center of Denton Subsidiary, L.P., Columbia Medical Center of Lewisville Subsidiary, L.P., Columbia Medical Center of McKinney Subsidiary, L.P., Columbia Medical Center of Plano Subsidiary, L.P., Columbia North Hills Hospital Subsidiary, L.P., Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P. and Green Oaks Hospital Subsidiary, L.P. are registered under the laws of Texas.

The provisions of the TBOC that are applicable to Texas corporations, as discussed above, apply equally to Texas limited partnerships.

The partnership agreement of each Texas limited partnership indemnifies the general partners to the fullest extent permitted under the TBOC.

(c) North Texas — MCA, LLC is registered under the laws of Texas.

Section 8.002(a) of the TBOC provides that the general indemnity provisions of Chapter 8, which apply to Texas corporations and limited partnerships, do not apply to Texas limited liability companies. However, Section 8.002(b) provides that the governing documents of a Texas limited liability company may adopt provisions of Chapter 8, which will be enforceable, relating to indemnification, advancement of expenses or insurance or another arrangement to indemnify or hold harmless a governing person. Section 101.402 of the TBOC provides that a limited liability company may indemnify a member, manager or officer of the company, advance or reimburse expenses incurred by such person or procure insurance or another arrangement to indemnify or hold harmless such person.

The operating agreement of North Texas — MCA, LLC indemnifies the officers and managers of the limited liability company to the same extent that the bylaws of the Texas corporations indemnify the officers and directors of such corporations.

Utah Registrants

(a) Brigham City Community Hospital, Inc., Columbia Ogden Medical Center, Inc., Hospital Corporation of Utah, Mountain View Hospital, Inc., Northern Utah Healthcare Corporation, Lone Peak Hospital, Inc. and Timpanogos Regional Medical Services, Inc. are incorporated under the laws of Utah.

Section 16-10a-902 of the Utah Revised Business Corporation Act (the “Revised Act”) provides that a corporation may indemnify any individual who was, is, or is threatened to be made a named defendant or

 

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respondent (a “Party”) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (a “Proceeding”), because he or she is or was a director of the corporation or, while a director of the corporation, is or was serving at its request as a director, officer, partner, trustee, employee, fiduciary or agent of another corporation or other person or of an employee benefit plan (an “Indemnifiable Director”), against any obligation incurred with respect to a Proceeding, including any judgment, settlement, penalty, fine or reasonable expenses (including attorneys’ fees), incurred in the Proceeding if his or her conduct was in good faith, he or she reasonably believed that his or her conduct was in, or not opposed to, the best interests of the corporation, and, in the case of any criminal Proceeding, had no reasonable cause to believe such conduct was unlawful; provided, however, that (i) pursuant to Subsection 902(5), indemnification under Section 902 in connection with a Proceeding by or in the right of the corporation is limited to payment of reasonable expenses (including attorneys’ fees) incurred in connection with the Proceeding and (ii) pursuant to 902(4), the corporation may not indemnify an Indemnifiable Director in connection with a Proceeding by or in the right of the corporation in which the Indemnifiable Director was adjudged liable to the corporation, or in connection with any other Proceeding charging that the Indemnifiable Director derived an improper personal benefit, whether or not involving action in his or her official capacity, in which Proceeding he or she was adjudged liable on the basis that he or she derived an improper personal benefit.

Section 16-10a-907 of the Revised Act permits corporations to indemnify officers and advance expenses to the same extent as a director and in some cases to a greater extent than a director.

The bylaws of each of the Utah corporate registrants indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.

(b) Mountain Division — CVH, LLC is organized under the laws of Utah.

Section 48-3a-408 of the Utah Revised Uniform Limited Liability Company Act requires a Utah limited liability company to indemnify any manager or other person from and against liability incurred by reason of such person’s former or present capacity as a member or manager so long as such person has not violated the general statutory rules governing: (i) prohibited distributions (set forth in Section 48-3a-405); (ii) management of a Utah limited liability company (set forth in Section 48-3a-407); (iii) the standard of conduct for members and managers of a Utah limited liability company, including fiduciary duties of care and loyalty (set forth in Section 48-3a-409).

A Utah limited liability company may also advance reasonable expenses, including attorney’s fees, to a manager or other person in connection with a claim if the manager or other person promises to repay such advances in the event it is ultimately determined they are not entitled indemnification.

A Utah limited liability company may also purchase or maintain insurance on behalf of a manager or other person for claims involving bad faith, willful misconduct, or recklessness even if pursuant to Subsection 48-3a-112(3)(g) the company’s operating agreement could not eliminate or limit such person’s liability to the company for such conduct.

The operating agreement of Mountain Division — CVH, LLC indemnifies its officers and managers against all reasonable expenses incurred by them in defending claims or suits, irrespective of the time of occurrence of

 

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the claims or causes of action in such suits, made or brought against them as officers or managers of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification also extends to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification is not exclusive of any right to which such officer or manager may be entitled as a matter of law and extends and applies to the estates of deceased officers or managers.

Virginia Registrants

(a) Capital Division, Inc., Chippenham & Johnston-Willis Hospitals, Inc., Columbia/Alleghany Regional Hospital, Incorporated, Columbia/HCA John Randolph, Inc., HCA Health Services of Virginia, Inc., Lewis-Gale Hospital, Incorporated, Montgomery Regional Hospital, Inc., Pulaski Community Hospital, Inc., Spotsylvania Medical Center, Inc. and Virginia Psychiatric Company, Inc. are incorporated under the laws of Virginia.

Under Sections 13.1-697 and 13.1-702 of the Virginia Stock Corporation Act, a Virginia corporation generally is authorized to indemnify its directors and officers in civil and criminal actions if they acted in good faith and believed their conduct to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe that the conduct was unlawful. Under Section 13.1-704 of the Virginia Stock Corporation Act, a Virginia corporation may make further indemnity, including indemnity with respect to a derivative proceeding, if so authorized by its articles of incorporation or a shareholder-approved bylaw or resolution, except for an indemnity against willful misconduct or knowing violation of criminal law. In addition, Section 13.1-692.1 of the Virginia Stock Corporation Act limits the liability for monetary damages of a director or officer in a shareholder or derivative proceeding. Such liability may be further limited or eliminated if so specified in a Virginia corporation’s articles of incorporation or a shareholder-approved bylaw. This limitation or elimination of liability will not apply in the event of willful misconduct or a knowing violation of criminal law or any federal or state securities law. Sections 13.1-692.1 and 13.1-696 through 704 of the Virginia Stock Corporation Act are incorporated into this paragraph by reference.

The bylaws of each of the Virginia corporations (assuming shareholder approval) indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors. Such indemnification is also available under the articles of incorporation of Capital Division, Inc. and Columbia/Alleghany Regional Hospital, Incorporated, except in such cases as involve willful misconduct or knowing violation of criminal law.

 

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(b) Central Shared Services, LLC, Galen Property, LLC, Lewis-Gale Physicians, LLC, Northern Virginia Community Hospital, LLC and Retreat Hospital, LLC are registered under the laws of Virginia.

Subject to any restrictions set forth in its organizational documents, Section 13.1-1009(16) of the Virginia Limited Liability Company Act permits a limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member or manager or other person for reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition of the proceeding.

The operating agreements of each of the Virginia limited liability companies indemnify their officers and managers against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or managers of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification also extends to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification is not exclusive of any right to which such officer or manager may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and managers.

(c) HSS Virginia, L.P. is registered under the laws of Virginia

HSS Virginia, L.P. is governed by the Virginia Revised Uniform Limited Partnership Act. However, neither the partnership agreement nor the Virginia Revised Uniform Partnership Act specify the extent to which a limited partnership may indemnify its general partners.

West Virginia Registrant

Columbia Parkersburg Healthcare System, LLC is registered under the laws of West Virginia.

Section 31B-4-403 of the West Virginia Uniform Limited Liability Company Act discusses members’ and managers’ rights to payments and reimbursement. A limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property. A limited liability company shall reimburse a member for an advance to the company beyond the amount of contribution the member agreed to make. A payment or advance made by a member which gives rise to an obligation of a limited liability company under the West Virginia statute constitutes a loan to the company upon which interest accrues from the date of the payment or advance. A member is not entitled to remuneration for services performed for a limited liability company, except for reasonable compensation for services rendered in winding up the business of the company.

The organizational documents of Columbia Parkersburg Healthcare System, LLC indemnify its managers and officers to the fullest extent of the West Virginia Uniform Limited Liability Company Act.

Certain Other Arrangements

HCA Healthcare, Inc. maintains a directors’ and officers’ liability insurance policy that covers the directors and officers of each of the registrants in amounts that HCA Healthcare, Inc. believes are customary in its industry, including for liabilities in connection with the registration, offering and sale of the securities.

 

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Item 16.

Exhibits

 

Exhibit
No.

   

Description

  1.1**    Form of Debt Underwriting Agreement
  1.2**    Form of Equity Underwriting Agreement
  4.1    Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-11239), and incorporated herein by reference)
  4.2    Second Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 21, 2017 (File No. 001-11239), and incorporated herein by reference)
  4.3    Specimen Certificate for shares of Common Stock, par value $0.01 per share, of the Company (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-11239), and incorporated herein by reference)
  4.4**    Certificate of Designations of Preferred Stock
  4.5*    Indenture dated as of August  1, 2011, among HCA Inc., the guarantors named on Schedule I thereto, Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent
  4.6    Indenture dated as of December  6, 2012, among HCA Healthcare, Inc., Delaware Trust Company (as successor to 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 4.1 to the Company’s Current Report on Form 8-K filed December 6, 2012 (File No. 001-11239), and incorporated herein by reference)
  4.7**    Form of Debt Security of HCA Inc.
  4.8**    Form of Debt Security of HCA Healthcare, Inc.
  5.1*    Opinion of Cleary Gottlieb Steen & Hamilton LLP, as to the legality of the securities being registered
12.1*    Computation of Ratio of Earnings to Fixed Charges
23.1*    Consent of Cleary Gottlieb Steen & Hamilton LLP (included in the opinion filed as Exhibit 5.1)
23.2*    Consent of Ernst & Young LLP
24.1*    Powers of Attorney (included on signature page)
25.1*    Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of Delaware Trust Company, as trustee under the Indenture dated as of August 1, 2011 and the Indenture dated as of December 6, 2012

 

*

Filed herewith.

**

To be filed as an exhibit to a Current Report on Form 8-K or other document incorporated by reference herein or to a post-effective amendment hereto, if applicable.

 

Item 17.

Undertakings.

Each undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,

 

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represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

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(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of HCA Healthcare, Inc.’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

HCA Healthcare, Inc.

By:  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:   Vice President — Legal and Corporate Secretary

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ R. Milton Johnson

R. Milton Johnson

   

Chairman and Chief Executive Officer

(Principal Executive Officer)

   August 9, 2018

/s/ William B. Rutherford

William B. Rutherford

   

Executive Vice President and Chief Financial Officer

(Principal Accounting Officer and

Principal Financial Officer)

   August 9, 2018

/s/ Robert J. Dennis

Robert J. Dennis

    Director   August 9, 2018

/s/ Nancy-Ann DeParle

Nancy-Ann DeParle

    Director   August 9, 2018

/s/ Thomas F. Frist III

Thomas F. Frist III

    Director   August 9, 2018

 

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/s/ William R. Frist

William R. Frist

    Director   August 9, 2018

/s/ Charles O. Holliday, Jr.

Charles O. Holliday, Jr.

    Director   August 9, 2018

/s/ Ann H. Lamont

Ann H. Lamont

    Director   August 9, 2018

/s/ Geoffrey G. Meyers

Geoffrey G. Meyers

    Director   August 9, 2018

/s/ Michael W. Michelson

Michael W. Michelson

    Director   August 9, 2018

/s/ Wayne J. Riley, M.D.

Wayne J. Riley, M.D.

    Director   August 9, 2018

/s/ John W. Rowe, M.D.

John W. Rowe, M.D.

    Director   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

HCA INC.
By:  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:   Vice President — Legal and Corporate Secretary

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ R. Milton Johnson

R. Milton Johnson

   

Chairman and Chief Executive Officer

(Principal Executive Officer)

   August 9, 2018

/s/ William B. Rutherford

William B. Rutherford

   

Executive Vice President and Chief Financial Officer

(Principal Accounting Officer and Principal Financial Officer)

   August 9, 2018

/s/ Robert J. Dennis

Robert J. Dennis

    Director   August 9, 2018

/s/ Nancy-Ann DeParle

Nancy-Ann DeParle

    Director   August 9, 2018

/s/ Thomas F. Frist III

Thomas F. Frist III

    Director   August 9, 2018

 

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/s/ William R. Frist

William R. Frist

    Director   August 9, 2018

/s/ Charles O. Holliday, Jr.

Charles O. Holliday, Jr.

    Director   August 9, 2018

/s/ Ann H. Lamont

Ann H. Lamont

    Director   August 9, 2018

/s/ Geoffrey G. Meyers

Geoffrey G. Meyers

    Director   August 9, 2018

/s/ Michael W. Michelson

Michael W. Michelson

    Director   August 9, 2018

/s/ Wayne J. Riley, M.D.

Wayne J. Riley, M.D.

    Director   August 9, 2018

/s/ John W. Rowe, M.D.

John W. Rowe, M.D.

    Director   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

REGISTRANTS (as listed on the attached

Schedule I of Subsidiary Registrants)

By:  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:  

Vice President, Assistant Secretary

and Director

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

   

President and Director

(Principal Executive Officer)

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

    Senior Vice President and Treasurer (Principal Financial Officer)   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

    Senior Vice President and Director (Principal Accounting Officer)   August 9, 2018

/s/ John M. Franck II

John M. Franck II

   

Vice President, Assistant

Secretary and Director

   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Nashville, State of Tennessee, on August 9, 2018.

 

REGISTRANTS (as listed on the attached Schedule II of Subsidiary Registrants)
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President, Assistant Secretary and Director

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Michael Cuffe, M.D.

Michael Cuffe, M.D.

   

President

(Principal Executive Officer)

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

    Senior Vice President and Treasurer (Principal Financial Officer)   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Director

(Principal Accounting Officer)

   August 9, 2018

/s/ William B. Rutherford

William B. Rutherford

    Senior Vice President and Director   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Director   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Nashville, State of Tennessee, on August 9, 2018.

 

REGISTRANTS (as listed on the attached Schedule III of Subsidiary Registrants)
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President, Assistant Secretary and Manager

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

   

President and Manager

(Principal Executive Officer)

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Manager

(Principal Accounting Officer)

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Manager   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

REGISTRANTS (as listed on the attached Schedule IV of Subsidiary Registrants)

By:

  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President, Assistant Secretary and Manager

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Michael Cuffe, M.D.

Michael Cuffe, M.D.

   

President

(Principal Executive Officer)

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

    Senior Vice President and Treasurer (Principal Financial Officer)   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Manager

(Principal Accounting Officer)

   August 9, 2018

/s/ William B. Rutherford

William B. Rutherford

    Senior Vice President and Manager   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Manager   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

REGISTRANTS (as listed on the attached Schedule V of Subsidiary Registrants)
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President, Assistant Secretary and Manager

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ N. Eric Ward

N. Eric Ward

   

President

(Principal Executive Officer)

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Manager

(Principal Accounting Officer)

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Manager   August 9, 2018

/s/ William B. Rutherford

William B. Rutherford

    Senior Vice President and Manager   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

REGISTRANTS (as listed on the attached Schedule VI of Subsidiary Registrants)
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President and Assistant Secretary and Director

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Gregary W. Beasley

Gregary W. Beasley

   

President and Director

(Principal Executive Officer)

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

    Senior Vice President and Treasurer (Principal Financial Officer)   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President

(Principal Accounting Officer)

   August 9, 2018

/s/ A. Bruce Moore, Jr.

A. Bruce Moore, Jr.

    Senior Vice President and Director   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President and Assistant Secretary and Director   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

REGISTRANTS (as listed on the attached Schedule VII of Subsidiary Registrants)
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President and Assistant Secretary and Manager

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Gregary W. Beasley

Gregary W. Beasley

   

President and Manager

(Principal Executive Officer)

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

    Senior Vice President and Treasurer (Principal Financial Officer)   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President

(Principal Accounting Officer)

   August 9, 2018

/s/ A. Bruce Moore, Jr.

A. Bruce Moore, Jr.

    Senior Vice President and Manager   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President and Assistant Secretary and Manager   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

REGISTRANTS (as listed on the attached Schedule VIII of Subsidiary Registrants)
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President, Assistant Secretary and Director

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Paul Martin Paslick

Paul Martin Paslick

   

President and Chief Information Officer

(Principal Executive Officer)

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

    Senior Vice President and Treasurer (Principal Financial Officer)   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

    Senior Vice President and Director (Principal Accounting Officer)   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Director   August 9, 2018

/s/ Samuel N. Hazen

Samuel N. Hazen

    Senior Vice President and Director   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

REGISTRANTS (as listed on the attached Schedule IX of Subsidiary Registrants)
By:  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:   Vice President, Assistant Secretary and Manager of the general partner Columbia North Texas Subsidiary GP, LLC

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Chirstopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

    President and Manager
(Principal Executive Officer)
of the general partner Columbia North Texas Subsidiary GP, LLC		   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

of the general partner Columbia North Texas Subsidiary GP, LLC

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

    Senior Vice President and Manager
(Principal Accounting Officer)
of the general partner Columbia North Texas Subsidiary GP, LLC		   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and
Manager of the general partner Columbia
North Texas Subsidiary GP, LLC		   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

REGISTRANTS (as listed on the attached Schedule X of Subsidiary Registrants)
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President, Assistant Secretary and Director

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ N. Eric Ward

N. Eric Ward

   

President

(Principal Executive Officer)

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Director

(Principal Accounting Officer)

   August 9, 2018

/s/ William B. Rutherford

William B. Rutherford

    Senior Vice President and Director   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

    Senior Vice President and Treasurer (Principal Financial Officer)   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Director   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

Central Shared Services, LLC
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President, Assistant Secretary and Manager

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Edward T. Jones

Edward T. Jones

   

President

(Principal Executive Officer)

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

    Senior Vice President and Manager (Principal Accounting Officer)   August 9, 2018

/s/ William B. Rutherford

William B. Rutherford

    Senior Vice President and Manager   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Manager   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

CHCA Bayshore, L.P.
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President, Assistant Secretary and Director of the general partner, Pasadena Bayshore Hospital, Inc.

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

   

President and Director
(Principal Executive Officer)

of the general partner,

Pasadena Bayshore Hospital, Inc.

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer (Principal Financial Officer)

of the general partner,

Pasadena Bayshore Hospital, Inc.

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Director
(Principal Accounting Officer)

of the general partner,

Pasadena Bayshore Hospital, Inc.

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

   

Vice President, Assistant Secretary and Director of the general partner,

Pasadena Bayshore Hospital, Inc.

   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

CHCA Conroe, L.P.
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President, Assistant Secretary and Director of the general partner, Conroe Hospital Corporation

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

   

President and Director

(Principal Executive Officer)

of the general partner,

Conroe Hospital Corporation

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

of the general partner,

Conroe Hospital Corporation

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Director

(Principal Accounting Officer)

of the general partner,

Conroe Hospital Corporation

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

   

Vice President, Assistant Secretary and

Director of the general partner,

Conroe Hospital Corporation

   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

CHCA Mainland, L.P.

By:  

/s/ John M. Franck II

 

Name:  

  

John M. Franck II

  Title:   Vice President, Assistant Secretary and Director of the general partner, Clear Lake Regional Medical Center, Inc.

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

   

President and Director

(Principal Executive Officer)

of the general partner, Clear Lake Regional Medical Center, Inc.

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)
of the general partner, Clear Lake Regional Medical Center, Inc.

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

    Senior Vice President and Director
(Principal Accounting Officer)
of the general partner, Clear Lake Regional Medical Center, Inc.		   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Director of the general partner, Clear Lake Regional Medical Center, Inc.   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

CHCA West Houston, L.P.
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President, Assistant Secretary and Director of the general partner, WHMC, Inc.

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

    President and Director
(Principal Executive Officer)
of the general partner, WHMC, Inc.		   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer (Principal Financial Officer)

of the general partner, WHMC, Inc.

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

    Senior Vice President and Director (Principal Accounting Officer)
of the general partner, WHMC, Inc.		   August 9, 2018

/s/ John M. Franck II

John M. Franck II

   

Vice President, Assistant Secretary and Director of the general partner,

WHMC, Inc.

   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

CHCA Woman’s Hospital, L.P.
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President, Assistant Secretary and Director of the general partner, Woman’s Hospital of Texas, Incorporated

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

    President and Director
(Principal Executive Officer)
of the general partner, Woman’s Hospital of Texas, Incorporated		   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

    Senior Vice President and Treasurer (Principal Financial Officer)
of the general partner, Woman’s Hospital of Texas, Incorporated		   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

    Senior Vice President and Director
(Principal Accounting Officer)
of the general partner, Woman’s Hospital of Texas, Incorporated		   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Director of the general partner, Woman’s Hospital of Texas, Incorporated   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

CHCA Pearland, L.P.
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President, Assistant Secretary and Director of the general partner, HCA Pearland GP, Inc.

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

   

President and Director
(Principal Executive Officer)
of the general partner,

HCA Pearland GP, Inc.

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer (Principal Financial Officer)
of the general partner,

HCA Pearland GP, Inc.

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Director
(Principal Accounting Officer)
of the general partner,

HCA Pearland GP, Inc.

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

   

Vice President, Assistant Secretary and
Director of the general partner,

HCA Pearland GP, Inc.

   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

HPG Enterprises, LLC
By:  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:   Vice President, Assistant Secretary and Manager

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ R. Milton Johnson

R. Milton Johnson

   

President

(Principal Executive Officer)

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Manager

(Principal Accounting Officer)

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Manager   August 9, 2018

/s/ Samuel N. Hazen

Samuel N. Hazen

    Senior Vice President and Manager   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

Columbia ASC Management, L.P.

By:

  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:   Vice President and Assistant Secretary and Manager of the general partner, Medical Care America, LLC

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Gregary W. Beasley

Gregary W. Beasley

   

President and Manager

(Principal Executive Officer)

of the general partner, Medical Care America, LLC

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

of the general partner, Medical Care America, LLC

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President

(Principal Accounting Officer)

of the general partner, Medical Care America, LLC

   August 9, 2018

/s/ A. Bruce Moore, Jr.

A. Bruce Moore, Jr.

    Senior Vice President and Manager of the general partner, Medical Care America, LLC   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President and Assistant Secretary and Manager of the general partner, Medical Care America, LLC   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

Columbia Rio Grande Healthcare, L.P.
By:  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:   Vice President, Assistant Secretary and Director of the general partner, Rio Grande Regional Hospital, Inc.

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

   

President and Director

(Principal Executive Officer)

of the general partner, Rio Grande Regional Hospital, Inc.

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

of the general partner, Rio Grande Regional Hospital, Inc.

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Director

(Principal Accounting Officer)

of the general partner, Rio Grande Regional Hospital, Inc.

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Director of the general partner, Rio Grande Regional Hospital, Inc.   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

Columbia Valley Healthcare System, L.P.
By:  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:   Vice President, Assistant Secretary and Director of the general partner, Brownsville-Valley Regional Medical Center, Inc.

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

   

President and Director
(Principal Executive Officer)

of the general partner, Brownsville-Valley Regional Medical Center, Inc.

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

of the general partner, Brownsville-Valley Regional Medical Center, Inc.

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Director
(Principal Accounting Officer)

of the general partner, Brownsville-Valley Regional Medical Center, Inc.

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and
Director of the general partner, Brownsville-Valley Regional Medical Center, Inc.		   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

Fairview Park, Limited Partnership
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:  

Vice President, Assistant Secretary and Manager of the general partner,

Fairview Park GP, LLC

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

  

President and Manager

(Principal Executive Officer)

of the general partner, Fairview Park GP, LLC

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

  

Senior Vice President and Treasurer

(Principal Financial Officer)

of the general partner, Fairview Park GP, LLC

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

  

Senior Vice President and Manager

(Principal Accounting Officer)

of the general partner, Fairview Park GP, LLC

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

   Vice President, Assistant Secretary and Manager of the general partner, Fairview Park GP, LLC   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

Good Samaritan Hospital, L.P.
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President, Assistant Secretary and Manager of the general partner, Samaritan, LLC

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

   

President and Manager

(Principal Executive Officer)

of the general partner, Samaritan, LLC

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer (Principal Financial Officer)

of the general partner, Samaritan, LLC

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Manager (Principal Accounting Officer)

of the general partner, Samaritan, LLC

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Manager of the general partner, Samaritan, LLC   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

HCA Management Services, L.P.
By:  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:   Vice President, Assistant Secretary and Manager of the general partner, HPG Enterprises, LLC

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ R. Milton Johnson

R. Milton Johnson

   

President

(Principal Executive Officer)

of the general partner,

HPG Enterprises, LLC

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer (Principal Financial Officer)

of the general partner,

HPG Enterprises, LLC

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

    Senior Vice President and Manager
(Principal Accounting Officer)
of general partner, HPG Enterprises, LLC		   August 9, 2018

/s/ John M. Franck II

John M. Franck II

   

Vice President, Assistant Secretary and Manager of the general partner,

HPG Enterprises, LLC

   August 9, 2018

/s/ Samuel N. Hazen

Samuel N. Hazen

   

Senior Vice President and Manager

of the general partner,

HPG Enterprises, LLC

   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

HCA SFB 1 LLC

By:  

/s/ Teresa Finch Pritchard

  Name:   Teresa Finch Pritchard
  Title:   President and Manager

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Teresa Finch Pritchard

Teresa Finch Pritchard

   

President and Manager

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Manager)

   August 9, 2018

/s/ Jasy Loyal

Jasy Loyal

    Vice President, Secretary and Manager   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

HealthTrust Workforce Solutions, LLC
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President, Assistant Secretary and Director

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Edward T. Jones

Edward T. Jones

   

President

(Principal Executive Officer)

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Director

(Principal Accounting Officer)

   August 9, 2018

/s/ William B. Rutherford

William B. Rutherford

    Senior Vice President and Director   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Director   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Nashville, State of Tennessee, on August 9, 2018.

 

HTI MOB, LLC
By:  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:   Vice President, Assistant Secretary and Manager of the managing member, New Iberia Healthcare, LLC

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

    President and Manager (Principal Executive Officer)
of the managing member,
New Iberia Healthcare, LLC		   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer (Principal Financial Officer)

of the managing member, New Iberia Healthcare, LLC

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Manager (Principal Accounting Officer)

of the managing member, New Iberia Healthcare, LLC

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Manager of the managing member, New Iberia Healthcare, LLC   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

HSS Virginia, L.P.
By:  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:   Vice President, Assistant Secretary and Manager of the general partner, HSS Holdco, LLC

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

    President and Manager
(Principal Executive Officer)
of the general partner, HSS Holdco, LLC		   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

    Senior Vice President and Treasurer
(Principal Financial Officer)
of the general partner, HSS Holdco, LLC		   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

    Senior Vice President and Manager
(Principal Accounting Officer)
of the general partner, HSS Holdco, LLC		   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Manager of the general partner,
HSS Holdco, LLC		   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

Integrated Regional Laboratories, LLP
By:  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:   Vice President, Assistant Secretary and Manager of the managing partner, Integrated Regional Lab, LLC

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

   

President and Manager
(Principal Executive Officer)

of the managing partner, Integrated Regional Lab, LLC

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)
of the managing partner, Integrated Regional Lab, LLC

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Manager
(Principal Accounting Officer)

of the managing partner, Integrated Regional Lab, LLC

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

   

Vice President, Assistant Secretary and Manager of the managing partner,

Integrated Regional Lab, LLC

   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

JFK Medical Center Limited Partnership
By:  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:   Vice President, Assistant Secretary and Manager of the general partner, Columbia Palm Beach GP, LLC

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

   

President and Manager
(Principal Executive Officer)

of the general partner, Columbia Palm Beach GP, LLC

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer
(Principal Financial Officer)

of the general partner, Columbia Palm Beach GP, LLC

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

    Senior Vice President and Manager (Principal Accounting Officer)
of the general partner, Columbia Palm Beach GP, LLC		   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Manager of the general partner, Columbia Palm Beach GP, LLC   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

MediCredit, Inc.
By:  

/s/ N. Eric Ward

  Name:     N. Eric Ward
  Title:  

President, Chief Executive Officer

and Director

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ N. Eric Ward

N. Eric Ward

   

President, Chief Executive Officer and Director

(Principal Executive Officer)

   August 9, 2018

/s/ Larry Tatum

Larry Tatum

   

Vice President and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

Nashville Shared Services General Partnership
By:  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:   Vice President, Assistant Secretary and Manager of the managing partner, HSS Systems, LLC

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ N. Eric Ward

N. Eric Ward

   

President

(Principal Executive Officer)

of the managing partner,

HSS Systems, LLC

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer
(Principal Financial Officer)

of the managing partner, HSS Systems, LLC

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Manager (Principal Accounting Officer)

of the managing partner,

HSS Systems, LLC

   August 9, 2018

/s/ William B. Rutherford

William B. Rutherford

   

Senior Vice President and Manager of the managing partner,

HSS Systems, LLC

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Manager of the managing partner, HSS Systems, LLC   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

Outpatient Services Holdings, Inc.
By:  

/s/ Samuel N. Hazen

  Name:     Samuel N. Hazen
  Title:   President and Director

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

   

President and Director

(Principal Executive Officer)

   August 9, 2018

/s/ A. Bruce Moore, Jr.

A. Bruce Moore, Jr.

    Senior Vice President and Director   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

    Senior Vice President and Treasurer
(Principal Financial Officer)		   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

    Senior Vice President and Director
(Principal Accounting Officer)		   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

Palms West Hospital Limited Partnership
By:  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:  

Vice President, Assistant Secretary

and Manager of the general partner, Columbia Palm Beach GP, LLC

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

   

President and Manager

(Principal Executive Officer)

of the general partner, Columbia

Palm Beach GP, LLC

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

of the general partner, Columbia

Palm Beach GP, LLC

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Manager (Principal Accounting Officer)

of the general partner, Columbia

Palm Beach GP, LLC

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

   

Vice President, Assistant Secretary

and Manager of the general

partner, Columbia Palm Beach

GP, LLC

   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

PTS Solutions, LLC
By:  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:   Vice President, Assistant Secretary and Director

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Curtis Watkins

Curtis Watkins

   

President

(Principal Executive Officer)

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Director

(Principal Accounting Officer)

   August 9, 2018

/s/ William B. Rutherford

William B. Rutherford

    Senior Vice President and Director   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Director   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

PatientKeeper, Inc.
By:  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:   Vice President, Assistant Secretary and Director

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Paul Martin Paslick

Paul Martin Paslick

    President and Chief Information Officer
(Principal Executive Officer)		   August 9, 2018

/s/ Jim Melanson

Jim Melanson

   

Chief Financial Officer

(Principal Financial Officer)

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

    Senior Vice President and Director
(Principal Accounting Officer)		   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Director   August 9, 2018

/s/ Samuel N. Hazen

Samuel N. Hazen

    Senior Vice President and Director   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

Plantation General Hospital, L.P.
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President, Assistant Secretary and Director of the general partner, HD&S Corp. Successor, Inc.

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

   

President and Director

(Principal Executive Officer)

of the general partner,

HD&S Corp. Successor, Inc.

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer (Principal Financial Officer) of

the general partner,

HD&S Corp. Successor, Inc.

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Director (Principal Accounting Officer)

of the general partner,

HD&S Corp. Successor, Inc.

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

   

Vice President, Assistant Secretary and

Director of the general partner,

HD&S Corp. Successor, Inc.

   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

Riverside Healthcare System, L.P.
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:  

Vice President, Assistant Secretary

and Director of the general partner, Columbia Riverside, Inc.

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

   

President and Director

(Principal Executive Officer)

of the general partner,

Columbia Riverside, Inc.

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

of the general partner,

Columbia Riverside, Inc.

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Director (Principal Accounting Officer)

of the general partner,

Columbia Riverside, Inc.

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

   

Vice President, Assistant Secretary and

Director of the general partner,

Columbia Riverside, Inc.

   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

San Jose Healthcare System, LP
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President, Assistant Secretary and Manager of the general partner, San Jose, LLC

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

   

President and Manager

(Principal Executive Officer)

of the general partner, San Jose, LLC

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

of the general partner, San Jose, LLC

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Manager

(Principal Accounting Officer)

of the general partner, San Jose, LLC

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Manager of the general partner, San Jose, LLC   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

San Jose Hospital, L.P.
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President, Assistant Secretary and Manager of the general partner, San Jose Medical Center, LLC

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

   

President and Manager

(Principal Executive Officer)

of the general partner,

San Jose Medical Center, LLC

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

of the general partner,

San Jose Medical Center, LLC

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Manager

(Principal Accounting Officer)

of the general partner,

San Jose Medical Center, LLC

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

   

Vice President, Assistant Secretary and

Manager of the general partner,

San Jose Medical Center, LLC

   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

Terre Haute MOB, L.P.
By:  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:   Vice President, Assistant Secretary and Manager of the managing general partner, HSS Holdco, LLC

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

   

President and Manager

(Principal Executive Officer)

of the managing general partner,

HSS Holdco, LLC

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

of the managing general partner,

HSS Holdco, LLC

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Manager

(Principal Accounting Officer)

of the managing general partner,

HSS Holdco, LLC

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

   

Vice President, Assistant Secretary and

Manager of the managing general partner, HSS Holdco, LLC

   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

Terre Haute Regional Hospital, L.P.
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President, Assistant Secretary and Director of the general partner, Terre Haute Hospital GP, Inc.

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

   

President and Director

(Principal Executive Officer)

of the general partner,

Terre Haute Hospital GP, Inc.

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

of the general partner,

Terre Haute Hospital GP, Inc.

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Director

(Principal Accounting Officer)

of the general partner,

Terre Haute Hospital GP, Inc.

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

   

Vice President, Assistant Secretary and

Director of the general partner,

Terre Haute Hospital GP, Inc.

   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

Western Plains Capital, Inc.
By:  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:  

Vice President, Assistant Secretary

and Director

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ J. William B. Morrow

J. William B. Morrow

   

President, Treasurer and Director

(Principal Executive Officer and Principal Financial Officer)

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Director

(Principal Accounting Officer)

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

   

Vice President, Assistant Secretary

and Director

   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

Spalding Rehabilitation L.L.C.
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:  

Vice President, Assistant Secretary

and Manager of the managing member, HCA-HealthONE LLC

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Samuel N. Hazen

Samuel N. Hazen

   

President and Manager

(Principal Executive Officer)

of the managing member,

HCA-HealthONE LLC

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Manager

(Principal Accounting Officer)

of the managing member,

HCA-HealthONE LLC

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

of the managing member,

HCA-HealthONE LLC

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

   

Vice President, Assistant Secretary

and Manager of the managing member,

HCA-HealthONE LLC

   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Nashville, State of Tennessee, on August 9, 2018.

 

Primary Health, Inc.
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:  

Vice President, Assistant Secretary

and Director

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Michael Cuffe, M.D.

Michael Cuffe, M.D.

   

Chief Executive Officer

(Principal Executive Officer)

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Director

(Principal Accounting Officer)

   August 9, 2018

/s/ William B. Rutherford

William B. Rutherford

    Senior Vice President and Director   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Director   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

Vision Consulting Group, LLC
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:  

Vice President, Assistant Secretary

and Manager

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Paul Martin Paslick

Paul Martin Paslick

   

President and Chief Information Officer

(Principal Executive Officer)

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Manager

(Principal Accounting Officer)

   August 9, 2018

/s/ John M. Franck II

John M. Franck II

    Vice President, Assistant Secretary and Manager   August 9, 2018

/s/ Samuel N. Hazen

Samuel N. Hazen

    Senior Vice President and Manager   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Nashville, State of Tennessee, on August 9, 2018.

 

Sarah Cannon Research Institute, LLC
By:  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:   Vice President and Assistant Secretary of the managing member, SCRI Holdings, LLC

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ A. Bruce Moore, Jr.

A. Bruce Moore, Jr.

   

President and Manager

(Principal Executive Officer)

of the managing member,

SCRI Holdings, LLC

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

   

Senior Vice President and Treasurer

(Principal Financial Officer)

of the managing member,

SCRI Holdings, LLC

   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

   

Senior Vice President and Manager

(Principal Accounting Officer)

of the managing member, SCRI Holdings, LLC

   August 9, 2018

/s/ Samuel N. Hazen

Samuel N. Hazen

   

Senior Vice President and Manager

of the managing member,

SCRI Holdings, LLC

   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

SCRI Holdings, LLC
By:  

/s/ John M. Franck II

  Name:     John M. Franck II
  Title:   Vice President and Assistant Secretary

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ A. Bruce Moore, Jr.

A. Bruce Moore, Jr.

    President and Manager
(Principal Executive Officer)		   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

    Senior Vice President and Treasurer
(Principal Financial Officer)		   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

    Senior Vice President and Manager
(Principal Accounting Officer)		   August 9, 2018

/s/ Samuel N. Hazen

Samuel N. Hazen

    Senior Vice President and Manager   August 9, 2018

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on August 9, 2018.

 

Vision Holdings, LLC
By:  

/s/ John M. Franck II

  Name:   John M. Franck II
  Title:   Vice President, Assistant Secretary and Director

SIGNATURES & POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, J. William B. Morrow and Christopher F. Wyatt, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Paul Martin Paslick

Paul Martin Paslick

   

President and Chief Information Officer

(Principal Executive Officer)

   August 9, 2018

/s/ J. William B. Morrow

J. William B. Morrow

    Senior Vice President and Treasurer
(Principal Financial Officer)		   August 9, 2018

/s/ Christopher F. Wyatt

Christopher F. Wyatt

    Senior Vice President and Director
(Principal Accounting Officer)		   August 9, 2018

/s/ John M. Franck II

John M. Franck II

   

Vice President, Assistant

Secretary and Director

   August 9, 2018

/s/ Samuel N. Hazen

Samuel N. Hazen

    Senior Vice President and Director   August 9, 2018

 

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SCHEDULE I OF SUBSIDIARY REGISTRANTS

AMERICAN MEDICORP DEVELOPMENT CO.

BAY HOSPITAL, INC.

BRIGHAM CITY COMMUNITY HOSPITAL, INC.

BROOKWOOD MEDICAL CENTER OF GULFPORT, INC.

CAPITAL DIVISION, INC.

CENTRAL FLORIDA REGIONAL HOSPITAL, INC.

CENTRAL TENNESSEE HOSPITAL CORPORATION

CHIPPENHAM & JOHNSTON-WILLIS HOSPITALS, INC.

CITRUS MEMORIAL HOSPITAL, INC.

CITRUS MEMORIAL PROPERTY MANAGEMENT, INC.

COLORADO HEALTH SYSTEMS, INC.

COLUMBIA JACKSONVILLE HEALTHCARE SYSTEM, INC.

COLUMBIA MEDICAL CENTER OF LAS COLINAS, INC.

COLUMBIA OGDEN MEDICAL CENTER, INC.

COLUMBIA RIVERSIDE, INC.

COLUMBIA/ALLEGHANY REGIONAL HOSPITAL, INCORPORATED

COLUMBIA/HCA JOHN RANDOLPH, INC.

COLUMBINE PSYCHIATRIC CENTER, INC.

CONROE HOSPITAL CORPORATION

EAST FLORIDA—DMC, INC.

EASTERN IDAHO HEALTH SERVICES, INC.

EDWARD WHITE HOSPITAL, INC.

ENCINO HOSPITAL CORPORATION, INC.

FRANKFORT HOSPITAL, INC.

GPCH-GP, INC.

GREENVIEW HOSPITAL, INC.

HCA AMERICAN FINANCE LLC

HCA CENTRAL GROUP, INC.

HCA HEALTH SERVICES OF FLORIDA, INC.

HCA HEALTH SERVICES OF LOUISIANA, INC.

HCA HEALTH SERVICES OF TENNESSEE, INC.

HCA HEALTH SERVICES OF VIRGINIA, INC.

HCA PEARLAND GP, INC.

HCA REALTY, INC.

HD&S CORP. SUCCESSOR, INC.

HEALTH MIDWEST OFFICE FACILITIES CORPORATION

HEALTH MIDWEST VENTURES GROUP, INC.

HENDERSONVILLE HOSPITAL CORPORATION

HOSPITAL CORPORATION OF TENNESSEE

HOSPITAL CORPORATION OF UTAH

HOSPITAL DEVELOPMENT PROPERTIES, INC.

HTI MEMORIAL HOSPITAL CORPORATION

KPH-CONSOLIDATION, INC

LARGO MEDICAL CENTER, INC.

LAWNWOOD MEDICAL CENTER, INC.

LEWIS-GALE HOSPITAL, INCORPORATED

LONE PEAK HOSPITAL, INC.

LOS ROBLES REGIONAL MEDICAL CENTER

MANAGEMENT SERVICES HOLDINGS, INC.

MARION COMMUNITY HOSPITAL, INC.

 

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MEMORIAL HEALTHCARE GROUP, INC.

MIDWEST HOLDINGS, INC.

MONTGOMERY REGIONAL HOSPITAL, INC.

MOUNTAIN VIEW HOSPITAL, INC.

NEW PORT RICHEY HOSPITAL, INC.

NEW ROSE HOLDING COMPANY, INC.

NORTH FLORIDA REGIONAL MEDICAL CENTER, INC.

NORTHERN UTAH HEALTHCARE CORPORATION

NOTAMI HOSPITALS OF LOUISIANA, INC.

OKALOOSA HOSPITAL, INC.

OKEECHOBEE HOSPITAL, INC.

PASADENA BAYSHORE HOSPITAL, INC.

POINCIANA MEDICAL CENTER, INC.

PULASKI COMMUNITY HOSPITAL, INC.

RIO GRANDE REGIONAL HOSPITAL, INC.

RIVERSIDE HOSPITAL, INC.

SARASOTA DOCTORS HOSPITAL, INC.

SOUTHPOINT, LLC

SPOTSYLVANIA MEDICAL CENTER, INC.

SPRING BRANCH MEDICAL CENTER, INC.

SPRING HILL HOSPITAL, INC.

SUN CITY HOSPITAL, INC.

SUNRISE MOUNTAINVIEW HOSPITAL, INC.

TALLAHASSEE MEDICAL CENTER, INC.

TCMC MADISON-PORTLAND, INC.

TERRE HAUTE HOSPITAL GP, INC.

TERRE HAUTE HOSPITAL HOLDINGS, INC.

TIMPANOGOS REGIONAL MEDICAL SERVICES, INC.

VH HOLDCO, INC.

VH HOLDINGS, INC.

VIRGINIA PSYCHIATRIC COMPANY, INC.

W & C HOSPITAL, INC.

WALTERBORO COMMUNITY HOSPITAL, INC.

WCP PROPERTIES, LLC

WEST FLORIDA REGIONAL MEDICAL CENTER, INC.

WEST VALLEY MEDICAL CENTER, INC.

WHMC, INC.

WOMAN’S HOSPITAL OF TEXAS, INCORPORATED

 

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SCHEDULE II OF SUBSIDIARY REGISTRANTS

COLUMBIA HEALTHCARE SYSTEM OF LOUISIANA, INC.

COLUMBUS CARDIOLOGY, INC.

NORTH FLORIDA IMMEDIATE CARE CENTER, INC.

REDMOND PHYSICIAN PRACTICE COMPANY

 

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SCHEDULE III OF SUBSIDIARY REGISTRANTS

CENTERPOINT MEDICAL CENTER OF INDEPENDENCE, LLC

COLUMBIA LAGRANGE HOSPITAL, LLC

COLUMBIA PARKERSBURG HEALTHCARE SYSTEM, LLC

CY-FAIR MEDICAL CENTER HOSPITAL, LLC

DUBLIN COMMUNITY HOSPITAL, LLC

EP HEALTH, LLC

FAIRVIEW PARK GP, LLC

GALEN PROPERTY, LLC

GRAND STRAND REGIONAL MEDICAL CENTER, LLC

HCA — HEALTHONE LLC

HOUSTON NW MANAGER, LLC

HOUSTON – PPH, LLC

HSS HOLDCO, LLC

INTEGRATED REGIONAL LAB, LLC

JPM AA HOUSING, LLC

LAKEVIEW MEDICAL CENTER, LLC

LEWIS-GALE MEDICAL CENTER, LLC

MEDICAL CENTERS OF OKLAHOMA, LLC

MEDICAL OFFICE BUILDINGS OF KANSAS, LLC

MIDWEST DIVISION — ACH, LLC

MIDWEST DIVISION — LRHC, LLC

MIDWEST DIVISION — LSH, LLC

MIDWEST DIVISION — MCI, LLC

MIDWEST DIVISION — MMC, LLC

MIDWEST DIVISION — OPRMC, LLC

MIDWEST DIVISION — PFC, LLC

MIDWEST DIVISION — RBH, LLC

MIDWEST DIVISION — RMC, LLC

MOUNTAIN DIVISION — CVH, LLC

NEW IBERIA HEALTHCARE, LLC

NORTH HOUSTON — TRMC, LLC

NORTH TEXAS — MCA, LLC

NORTHERN VIRGINIA COMMUNITY HOSPITAL, LLC

NORTHLAKE MEDICAL CENTER, LLC

NOTAMI HOSPITALS, LLC

OKLAHOMA HOLDING COMPANY, LLC

OUTPATIENT CARDIOVASCULAR CENTER OF CENTRAL FLORIDA, LLC

OVIEDO MEDICAL CENTER, LLC

PEARLAND PARTNER, LLC

PLAZA SPECIALTY HOSPITAL, LLC

PUTNAM COMMUNITY MEDICAL CENTER OF NORTH FLORIDA, LLC

REDMOND PARK HOSPITAL, LLC

RESTON HOSPITAL CENTER, LLC

RETREAT HOSPITAL, LLC

SAMARITAN, LLC

SAN JOSE MEDICAL CENTER, LLC

SAN JOSE, LLC

SAVANNAH HEALTH SERVICES, LLC

SEBRING HEALTH SERVICES, LLC

 

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Table of Contents

SJMC, LLC

SOUTHEAST GEORGIA HEALTH SERVICES, LLC

SOUTHERN HILLS MEDICAL CENTER, LLC

SSHR HOLDCO, LLC

THE REGIONAL HEALTH SYSTEM OF ACADIANA, LLC

TRIDENT MEDICAL CENTER, LLC

UTAH MEDCO, LLC

WEATHERFORD HEALTH SERVICES, LLC

WESLEY MEDICAL CENTER, LLC

WEST FLORIDA — MHT, LLC

WEST FLORIDA — PPH, LLC

WEST FLORIDA — TCH, LLC

 

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Table of Contents

SCHEDULE IV OF SUBSIDIARY REGISTRANTS

DALLAS/FT. WORTH PHYSICIAN, LLC

GOPPERT-TRINITY FAMILY CARE, LLC

H2U WELLNESS CENTERS, LLC

LEWIS-GALE PHYSICIANS, LLC

 

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Table of Contents

SCHEDULE V OF SUBSIDIARY REGISTRANTS

HSS SYSTEMS, LLC

PARALLON HOLDINGS, LLC

 

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Table of Contents

SCHEDULE VI OF SUBSIDIARY REGISTRANTS

EL PASO SURGICENTER, INC.

LAS VEGAS SURGICARE, INC.

MARIETTA SURGICAL CENTER, INC.

MCA INVESTMENT COMPANY

SURGICARE OF BRANDON, INC.

SURGICARE OF FLORIDA, INC.

SURGICARE OF HOUSTON WOMEN’S, INC.

SURGICARE OF MANATEE, INC.

SURGICARE OF NEWPORT RICHEY, INC.

 

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Table of Contents

SCHEDULE VII OF SUBSIDIARY REGISTRANTS

SURGICARE OF PALMS WEST, LLC

SURGICARE OF RIVERSIDE, LLC

 

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Table of Contents

SCHEDULE VIII OF SUBSIDIARY REGISTRANTS

HCA — IT&S FIELD OPERATIONS, INC.

HCA — IT&S INVENTORY MANAGEMENT, INC.

 

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Table of Contents

SCHEDULE IX OF SUBSIDIARY REGISTRANTS

COLUMBIA MEDICAL CENTER OF ARLINGTON SUBSIDIARY, L.P.

COLUMBIA MEDICAL CENTER OF DENTON SUBSIDIARY, L.P.

COLUMBIA MEDICAL CENTER OF LEWISVILLE SUBSIDIARY, L.P.

COLUMBIA MEDICAL CENTER OF MCKINNEY SUBSIDIARY, L.P.

COLUMBIA MEDICAL CENTER OF PLANO SUBSIDIARY, L.P.

COLUMBIA NORTH HILLS HOSPITAL SUBSIDIARY, L.P.

COLUMBIA PLAZA MEDICAL CENTER OF FORT WORTH SUBSIDIARY, L.P.

GREEN OAKS HOSPITAL SUBSIDIARY, L.P.

 

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Table of Contents

SCHEDULE X OF SUBSIDIARY REGISTRANTS

NATIONAL PATIENT ACCOUNT SERVICES, INC.

PARALLON BUSINESS SOLUTIONS, LLC

PARALLON ENTERPRISES, LLC

PARALLON HEALTH INFORMATION SOLUTIONS, LLC

PARALLON PAYROLL SOLUTIONS, LLC

PARALLON PHYSICIAN SERVICES, LLC

THE OUTSOURCE GROUP, INC.

U.S. COLLECTIONS, INC.

 

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EX-4.5 2 d572895dex45.htm EX-4.5 EX-4.5

Exhibit 4.5

EXECUTION VERSION

 

 

HCA INC.,

THE GUARANTORS NAMED ON SCHEDULE I HERETO,

LAW DEBENTURE TRUST COMPANY OF NEW YORK,

as Trustee,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Paying Agent, Registrar and Transfer Agent

 

 

INDENTURE

 

 

Dated as of August 1, 2011

Debt Securities

 

 

 

TABLE OF CONTENTS

 

         Page  

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

      1  

Section 101

   Definitions      1  

Section 102

   Compliance Certificates and Opinions      11  

Section 103

   Form of Documents Delivered to Trustee      11  

Section 104

   Acts of Holders      12  

Section 105

   Notices, etc., to Trustee, Issuer and Guarantors      13  

Section 106

   Notice to Holders of Securities; Waiver      14  

Section 107

   Conflict with Trust Indenture Act      14  

Section 108

   Effect of Headings and Table of Contents      14  

Section 109

   Successors and Assigns      14  

Section 110

   Separability Clause      15  

Section 111

   Benefits of Indenture      15  

Section 112

   Governing Law      15  

Section 113

   Legal Holidays      15  

Section 114

   Waiver of Jury Trial      15  

Section 115

   Force Majeure      16  

Section 116

   Counterparts      16  

Section 117

   Extension of Payment Dates      16  

Section 118

   Immunity of Shareholders, Directors, Officers and Agents of the Issuer and Any Guarantor      16  

ARTICLE TWO SECURITIES FORMS

      17  

Section 201

   Forms Generally      17  

Section 202

   Form of Trustee’s Certificate of Authentication      17  

Section 203

   Form of Legend for Global Notes      18  

ARTICLE THREE THE SECURITIES

      19  

Section 301

   Amount Unlimited; Issuable in Series      19  

Section 302

   Currency; Denominations      23  

Section 303

   Execution, Authentication, Delivery and Dating      23  

Section 304

   Temporary Securities      24  

Section 305

   Registration, Transfer and Exchange      25  

 

i

Section 306

   Mutilated, Destroyed, Lost and Stolen Securities      26  

Section 307

   Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved      26  

Section 308

   Persons Deemed Owners      28  

Section 309

   Cancellation      28  

Section 310

   Computation of Interest      28  

Section 311

   Original Issue Discount      29  

ARTICLE FOUR SATISFACTION AND DISCHARGE OF INDENTURE

      29  

Section 401

   Satisfaction and Discharge      29  

Section 402

   Defeasance and Covenant Defeasance      30  

Section 403

   Application of Trust Money      35  

Section 404

   Reinstatement      35  

ARTICLE FIVE REMEDIES

      35  

Section 501

   Events of Default      35  

Section 502

   Acceleration of Maturity; Rescission and Annulment      37  

Section 503

   Collection of Indebtedness and Suits for Enforcement by Trustee      37  

Section 504

   Trustee May File Proofs of Claim      38  

Section 505

   Trustee May Enforce Claims without Possession of Securities      39  

Section 506

   Application of Money Collected      39  

Section 507

   Limitations on Suits      39  

Section 508

   Unconditional Right of Holders to Receive Principal and any Premium, Interest and Additional Amounts      40  

Section 509

   Restoration of Rights and Remedies      40  

Section 510

   Rights and Remedies Cumulative      40  

Section 511

   Delay or Omission Not Waiver      40  

Section 512

   Control by Holders of Securities      41  

Section 513

   Waiver of Past Defaults      41  

Section 514

   Waiver of Usury, Stay or Extension Laws      41  

Section 515

   Undertaking for Costs      42  

ARTICLE SIX THE TRUSTEE

      42  

Section 601

   Certain Rights of Trustee      42  

Section 602

   Notice of Defaults      43  

 

ii

Section 603

   Not Responsible for Recitals or Issuance of Securities      43  

Section 604

   May Hold Securities      44  

Section 605

   Money Held in Trust      44  

Section 606

   Compensation and Reimbursement      44  

Section 607

   Conflicting Interests      45  

Section 608

   Corporate Trustee Required; Eligibility      45  

Section 609

   Resignation and Removal; Appointment of Successor      45  

Section 610

   Acceptance of Appointment by Successor      47  

Section 611

   Merger, Conversion, Consolidation or Succession to Business      48  

Section 612

   Appointment of Authenticating Agent      48  

ARTICLE SEVEN HOLDERS LISTS AND REPORTS BY TRUSTEE, ISSUER AND GUARNATORS

      49  

Section 701

   Issuer to Furnish Trustee Names and Addresses of Holders      49  

Section 702

   Preservation of Information; Communications to Holders      49  

Section 703

   Reports by Trustee      49  

Section 704

   Reports by Issuer and Guarantors      50  

ARTICLE EIGHT CONSOLIDATION, MERGER AND SALES

      51  

Section 801

   Issuer May Consolidate, Etc., Only on Certain Terms      51  

Section 802

   Successor Person Substituted for Issuer      52  

ARTICLE NINE SUPPLEMENTAL INDENTURES

      52  

Section 901

   Supplemental Indentures without Consent of Holders      52  

Section 902

   Supplemental Indentures with Consent of Holders      54  

Section 903

   Execution of Supplemental Indentures      55  

Section 904

   Effect of Supplemental Indentures      55  

Section 905

   Reference in Securities to Supplemental Indentures      55  

Section 906

   Conformity with Trust Indenture Act      55  

ARTICLE TEN COVENANTS

      56  

Section 1001

   Payment of Principal, Premium, Interest and Additional Amounts      56  

Section 1002

   Maintenance of Office or Agency      56  

Section 1003

   Money for Securities Payments to Be Held in Trust      57  

Section 1004

   Additional Amounts      58  

Section 1005

   Legal Existence      58  

 

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Section 1006

   Waiver of Certain Covenants      58  

Section 1007

   Issuer Statement as to Compliance      59  

Section 1008

   Guarantor Statement as to Compliance      59  

ARTICLE ELEVEN REDEMPTION OF SECURITIES

      59  

Section 1101

   Applicability of Article      59  

Section 1102

   Election to Redeem; Notice to Trustee      59  

Section 1103

   Selection by Trustee of Securities to be Redeemed      59  

Section 1104

   Notice of Redemption      60  

Section 1105

   Deposit of Redemption Price      61  

Section 1106

   Securities Payable on Redemption Date      61  

Section 1107

   Securities Redeemed in Part      62  

ARTICLE TWELVE SINKING FUNDS

      62  

Section 1201

   Applicability of Article      62  

Section 1202

   Satisfaction of Sinking Fund Payments with Securities      62  

ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS

      63  

Section 1301

   Applicability of Article      63  

ARTICLE FOURTEEN SECURITIES IN FOREIGN CURRENCIES

      63  

Section 1401

   Applicability of Article      63  

ARTICLE FIFTEEN GUARANTEES

      64  

Section 1501

   Guarantees      64  

ARTICLE SIXTEEN SECURITY

      64  

Section 1601

   Security      64  

 

 

iv

INDENTURE, dated as of August 1, 2011 (the “Indenture”), among HCA Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined below), Law Debenture Trust Company of New York (the “Trustee”) and Deutsche Bank Trust Company Americas, as the Registrar, Paying Agent and Transfer Agent.

RECITALS

The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of senior unsecured and secured debentures, notes or other evidences of indebtedness (hereinafter called the “Securities”), unlimited as to principal amount, to bear such rates of interest, to mature at such time or times, to be issued in one or more series and to have such other provisions as shall be fixed as hereinafter provided.

The Issuer and the Initial Guarantors (as defined below) have duly authorized the execution and delivery of this Indenture. All things necessary to make this Indenture a valid agreement of the Issuer and the Initial Guarantors, in accordance with its terms, have been done.

This Indenture is subject to the provisions of the Trust Indenture Act (as defined below), as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder that are required to be part of this Indenture and, to the extent applicable, shall be governed by such provisions.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders (as herein defined) thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101 Definitions.

Except as otherwise expressly provided in or pursuant to this Indenture or unless the context otherwise requires, for all purposes of this Indenture:

(1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust Indenture Act either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;

(4) any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture;

 

(5) the words “herein,” “hereof,” “hereto” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(6) “including” means including without limitation;

(7) the word “or” is always used inclusively (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”);

(8) provisions apply to successive events and transactions;

(9) the term “merger” includes a statutory share exchange and the terms “merge” and “merged” have correlative meanings;

(10) the masculine gender includes the feminine and the neuter; and

(11) references to agreements and other instruments include subsequent amendments and supplements thereto.

Certain terms used principally in certain Articles hereof are defined in those Articles.

Except as otherwise expressly provided in or pursuant to this Indenture, for all purposes of this Indenture, references to the conversion or exchange of any Securities for or into other securities or property shall not include the exchange of Securities of any series for other Securities of the same series.

“Act,” when used with respect to any Holders, has the meaning specified in Section 104(1).

“Additional Amounts” means any additional amounts which are required by this Indenture or by any Security, or by the terms of any Security established pursuant to Section 301, under circumstances specified herein or therein, to be paid by the Issuer or any Guarantors in respect of certain taxes, duties, levies, imposts, assessments or other governmental charges imposed on Holders specified herein or therein.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent” means any Person acting as Paying Agent, Transfer Agent, and Security Registrar, collateral agent, calculation agent or foreign currency agent, as applicable.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depository, Euroclear and/or Clearstream that apply to such transfer or exchange.

 

2

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 612 to act on behalf of the Trustee to authenticate Securities of one or more series.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal, state, or foreign law for the relief of debtors.

“Board of Directors” means the board of directors of the Issuer or any committee of that board duly authorized to act generally or in any particular respect for the Issuer hereunder. The term “board of directors” means the board of directors of the Issuer and does not include committees of the board of directors.

“Board Resolution” means a copy of one or more resolutions to have been duly adopted by the Board of Directors and to be in full force and effect on the date delivered to the Trustee.

“Business Day” means, unless otherwise specified with respect to the Securities of any series pursuant to Section 301, any day other than a Saturday, Sunday or other day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to close; provided that such term shall mean, when used with respect to any payment of principal of, or premium or interest, if any, on, or Additional Amounts with respect to, the Securities of any series to be made at any Place of Payment for such Securities, unless otherwise specified pursuant to Section 301 with respect to such Securities, any day other than a Saturday, Sunday or other day on which banking institutions in such Place of Payment are authorized or obligated by law, regulation or executive order to close.

“Clearstream” means Clearstream Banking, Société Anonyme.

“Collateral” means, collectively, all of the property and assets that are from time to time subject to the Lien of the security documents including the Liens, if any, required to be granted pursuant to the Indenture.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Corporate Trust Office” means the principal corporate trust office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of this Indenture is located at Law Debenture Trust Company of New York, 400 Madison Avenue, New York, New York, 10017.

The term “Corporation” includes corporations, partnerships, associations, limited liability companies and other companies, and business trusts. The term “corporation” means a corporation and does not include partnerships, associations, limited liability companies or other companies or business trusts.

“Currency,” with respect to any payment, deposit or other transfer in respect of the principal of or any premium or interest on or any Additional Amounts with respect to any Security, means Dollars or the Foreign Currency, as the case may be, in which such payment, deposit or other transfer is required to be made by or pursuant to the terms hereof or such Security and, with respect to any other payment, deposit or transfer pursuant to or contemplated by the terms hereof or such Security, means Dollars.

 

3

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Defaulted Interest” has the meaning specified in Section 307.

“Depository” means, with respect to any Security issuable or issued in the form of one or more global Securities, the Person designated as depository by the Issuer in or pursuant to this Indenture, and, unless otherwise provided with respect to any Security, any successor to such Person. If at any time there is more than one such Person, “Depository” shall mean, with respect to any Securities, the depository which has been appointed with respect to such Securities.

“Dollars” or “$” means a dollar or other equivalent unit of legal tender for payment of public or private debts in the United States of America.

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System.

“Event of Default” has the meaning specified in Section 501.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor thereto, in each case as amended from time to time.

“Foreign Currency” means any Currency, currency unit or composite currency, including, without limitation, the Euro, issued by the government of one or more countries other than the United States of America or by any recognized confederation or association of such governments.

“GAAP” means, unless otherwise specified with respect to any series of Securities pursuant to Section 301, such accounting principles as are generally accepted in the United States of America as of the date or time of any computation required hereunder.

“Government Obligations” means securities which are (i) direct obligations of the United States of America or the other government or governments in the confederation which issued the Foreign Currency in which the principal of or any premium or interest on the relevant Security or any Additional Amounts in respect thereof shall be payable, in each case where the payment or payments thereunder are supported by the full faith and credit of such government or governments or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America or such other government or governments, in each case where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the United States of America or such other government or governments, and which, in the case of (i) or (ii), are not callable or redeemable at the option of the issuer or issuers thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of or other amount with respect to any such Government Obligation held by such custodian for the account of the Holder of a depository receipt, provided that (except as

 

4

required by law) such custodian is not authorized to make any deduction from the amount payable to the Holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of or other amount with respect to the Government Obligation evidenced by such depository receipt.

“Guarantee” means a guarantee of any Securities by a Guarantor as contemplated by Article Fifteen; provided that the term “Guarantee,” when used with respect to any Security or with respect to the Securities of any series, means a guarantee of such Security or of the Securities of such series, respectively, by a Guarantor of such Security or of the Securities of such series, respectively, as contemplated by Article Fifteen.

“Guarantor” means the Initial Guarantor list on schedule I hereto and any other Person who shall have become a Guarantor under this Indenture pursuant to Section 301 or 901 hereof, in each case unless and until a successor Person shall have been substituted for such Guarantor pursuant to the applicable provisions of this Indenture established pursuant to Section 301 or 901, at which time references to such Guarantor shall mean such successor Person; provided that the term “Guarantor,” when used, with respect to any Security or the Securities of any series, means the Persons who shall from time to time be the guarantors of such Security or the Securities of such series, respectively, as contemplated by Article Fifteen.

“Guarantor’s Board of Directors” means, with respect to any Guarantor, the board of directors, managers, partners or other managing body of such Guarantor or any committee of that board duly authorized to act generally or in any particular respect for such Guarantor hereunder.

“Guarantor’s Board Resolution” means, with respect to any Guarantor, a copy of one or more resolutions to have been duly adopted by such Guarantor’s Board of Directors or by the Board of Directors of such Guarantor’s general partner, managing partner or managing member and to be in full force and effect on the date delivered to the Trustee.

“Guarantor’s Officer’s Certificate” means, with respect to any Guarantor, a certificate signed by the Chairman, the Chief Executive Officer, the President, the Chief Financial Officer, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of such Guarantor or of such Guarantor’s general partner, managing partner or managing member, that, if required by the Trust Indenture Act, complies with the requirements of Section 314(e) of the Trust Indenture Act. In the event that Guarantor’s Officer’s Certificates relating to the same matter shall be delivered by two or more Guarantors on the same date, such certificates may be combined into a single certificate, provided that the certifications made by each Guarantor therein shall be several and not joint certifications of each such Guarantor.

“Guarantor Request” means, with respect to any Guarantor, a written request signed in the name of such Guarantor by the Chairman, the Chief Executive Officer, the President, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of such Guarantor or of such Guarantor’s general partner, managing partner or managing member, and delivered to the Trustee. In the event that Guarantor’s Requests relating to the same matter shall be delivered by two or more Guarantors on the same date, such requests may be combined into a single document, provided that the requests made by each Guarantor therein shall be several and not joint requests of each such Guarantor.

 

5

“Holder,” means a Person in whose name a Security is registered in the Security Register.

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and, with respect to any Security or Guarantee, by the terms and provisions of such Security or such Guarantee, as the case may be, established pursuant to Section 301 (as such terms and provisions may be amended pursuant to the applicable provisions hereof), provided, however, that, if at any time more than one Person is acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one or more series of Securities for which such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of those particular series of Securities for which such Person is Trustee established pursuant to Section 301, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted.

“Indexed Security” means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be more or less than the principal face amount thereof at original issuance.

“Initial Guarantor” or “Initial Guarantors” means the Guarantors listed on Schedule I hereto.

“interest,” with respect to any Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.

“Interest Payment Date,” with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“Issuer” means the Person named as the “Issuer” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor Person and any other obligor upon the Securities.

“Issuer Request” and “Issuer Order” mean, respectively, a written request or order, as the case may be, signed in the name of the Issuer by the Chairman, the Chief Executive Officer, the President, the Chief Financial Officer or a Vice President and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Issuer, and delivered to the Trustee.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

 

6

“Maturity,” with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as provided in or pursuant to this Indenture or such Security, whether at the Stated Maturity or by declaration of acceleration, upon redemption at the option of the Issuer, upon repurchase or repayment at the option of the Holder or otherwise, and includes a Redemption Date for such Security and a date fixed for the repurchase or repayment of such Security at the option of the Holder.

“Office” or “Agency,” with respect to any Securities, means an office or agency of the Issuer maintained or designated in a Place of Payment for such Securities pursuant to Section 1002 or any other office or agency of the Issuer maintained or designated for such Securities pursuant to Section 1002 or, to the extent designated or required by Section 1002 in lieu of such office or agency, the Corporate Trust Office of the Trustee.

“Officer” means the Chairman, the Chief Executive Officer, the President, any Executive Vice President, the Chief Financial Officer or a Vice President, the Treasurer the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Issuer, a Guarantor, or such Guarantor’s general partner, managing partner or managing member, as applicable.

“Officer’s Certificate” means a certificate signed by the Chairman, the Chief Executive Officer, the President, the Chief Financial Officer, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Issuer or a Guarantor, as applicable, that, if required by the Trust Indenture Act, complies with the requirements of Section 314(e) of the Trust Indenture Act and is delivered to the Trustee.

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Issuer or a Guarantor or other counsel who shall be reasonably acceptable to the Trustee, that, if required by the Trust Indenture Act, complies with the requirements of Section 314(e) of the Trust Indenture Act.

“Original Issue Discount Security” means a Security issued pursuant to this Indenture which provides for an amount less than the principal face amount thereof to be due and payable upon declaration of acceleration pursuant to Section 502.

“Outstanding,” when used with respect to any Securities, means, as of the date of determination, all such Securities theretofore authenticated and delivered under this Indenture, except:

(1) any such Security theretofore cancelled by the Trustee or the Security Registrar or delivered to the Trustee or the Security Registrar for cancellation;

(2) any such Security for whose payment at the Maturity thereof money in the necessary amount has been theretofore deposited pursuant hereto (other than pursuant to Section 402) with the Trustee or any Paying Agent (other than the Issuer) in trust or set aside and segregated in trust by the Issuer (if the Issuer shall act as its own Paying Agent) for the Holders of such Securities, provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

 

7

(3) any such Security with respect to which the Issuer has effected defeasance or covenant defeasance pursuant to Section 402, except to the extent provided in Section 402;

(4) any such Security which has been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, unless there shall have been presented to the Trustee proof satisfactory to it that such Security is held by a bona fide purchaser in whose hands such Security is a valid obligation of the Issuer; and

(5) Securities as to which any property deliverable upon conversion thereof has been delivered (or such delivery has been made available), or as to which any other particular conditions have been satisfied, in each case as may be provided for such Securities as contemplated in Section 301;

provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination and that shall be deemed to be Outstanding for such purposes shall be equal to the amount of the principal thereof that pursuant to the terms of such Original Issue Discount Security would be declared (or shall have been declared to be) due and payable upon a declaration of acceleration thereof pursuant to Section 502 at the time of such determination, and (ii) the principal amount of any Indexed Security that may be counted in making such determination and that shall be deemed Outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided in or pursuant to this Indenture, and (iii) the principal amount of a Security denominated in a Foreign Currency that may be counted in making such determination and that shall be deemed Outstanding for such purposes shall be the Dollar equivalent, determined on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security, and (iv) Securities owned by the Issuer, a Guarantor of the Securities or any other obligor upon the Securities, or any Affiliate of the Issuer or any such Guarantor or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making any such determination or relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so owned which shall have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee (A) the pledgee’s right so to act with respect to such Securities and (B) that the pledgee is not the Issuer or a Guarantor of the Securities any other obligor upon the Securities or an Affiliate (other than a Trust) of the Issuer or a Guarantor of the Securities or such other obligor.

“Paying Agent” means any Person authorized by the Issuer to pay the principal of, or any premium or interest on, or any Additional Amounts with respect to, any Security on behalf of the Issuer.

 

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“Person” and “person” mean any individual, Corporation, joint venture, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Place of Payment,” with respect to any Security, means the place or places where the principal of, or any premium or interest on, or any Additional Amounts with respect to such Security are payable as provided in or pursuant to this Indenture or such Security.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same indebtedness as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a lost, destroyed, mutilated or stolen Security shall be deemed to evidence the same indebtedness as the lost, destroyed, mutilated or stolen Security.

“Redemption Date,” with respect to any Security or portion thereof to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture or such Security.

“Redemption Price,” with respect to any Security or portion thereof to be redeemed, means the price at which it is to be redeemed as determined by or pursuant to this Indenture or such Security.

“Regular Record Date” for the interest payable on any Security on any Interest Payment Date therefor means the date, if any, specified in or pursuant to this Indenture or such Security as the record date for the payment of such interest.

“Responsible Officer” means any officer of the Trustee in its Corporate Trust Office having direct responsibility for matters pertaining to this Indenture and also means, with respect to a particular corporate trust matter, any other officer or employee of the Trustee to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

“Securities Act” means the Securities Act of 1933, as amended, or any successor thereto, in each case as amended from time to time.

“Security” or “Securities” means any note or notes, bond or bonds, debenture or debentures, or any other evidences of indebtedness, as the case may be, authenticated and delivered under this Indenture; provided, however, that, if at any time there is more than one Person acting as Trustee under this Indenture, “Securities,” with respect to any such Person, shall mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee.

“Security Register” and “Security Registrar” have the respective meanings specified in Section 305.

“Significant Subsidiary” means, as of any date of determination, a Subsidiary of the Issuer that would constitute a “significant subsidiary,” as such term is defined under Rule 102(w) of Regulation S-X of the Commission as in effect on the date of this Indenture.

 

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“Special Record Date” for the payment of any Defaulted Interest on any Security means a date fixed by the Trustee pursuant to Section 307(1).

“Stated Maturity,” with respect to any Security or any installment of principal thereof or interest thereon or any Additional Amounts with respect thereto, means the date established by or pursuant to this Indenture or such Security as the fixed date on which the principal of such Security or such installment of principal or interest is, or such Additional Amounts are, due and payable.

“Subsidiary” means, with respect to any Person, (i) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and (ii) any partnership, joint venture, limited liability company or similar entity of which more than 50% of the equity ownership, whether in the form of membership, general, special or limited partnership interests or otherwise, is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and any reference herein to the Trust Indenture Act or a particular provision thereof shall mean such Act or provision, as the case may be, as amended or replaced from time to time or as supplemented from time to time by rules or regulations adopted by the Commission under or in furtherance of the purposes of such Act or provision, as the case may be.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such with respect to one or more series of Securities pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean each Person who is then a Trustee hereunder; provided, however, that if at any time there is more than one such Person, “Trustee” shall mean each such Person and as used with respect to the Securities of any series shall mean the Trustee with respect to the Securities of such series.

“United States,” means the United States of America (including the states thereof and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction; and the term “United States of America” means the United States of America.

“United States Alien,” except as otherwise provided in or pursuant to this Indenture or any Security, means any Person who, for United States Federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States Federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust.

 

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“Vice President,” when used with respect to the Issuer or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “Vice President.”

Section 102 Compliance Certificates and Opinions.

Except as otherwise expressly provided in or pursuant to this Indenture, upon any application or request by the Issuer or a Guarantor to the Trustee to take any action under any provision of this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee, if requested by the Trustee, an Officer’s Certificate or a Guarantor’s Officer’s Certificate, as the case may be, stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and/or an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished by the Issuer, and except that no such Officer’s Certificate or Opinion of Counsel shall be required in connection with the execution of a supplemental indenture contemporaneously with the execution of this Indenture.

Section 103 Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Issuer or a Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows, or in the exercise of reasonable care should know, that the opinion with respect to the matters upon which his certificate or opinion is based is erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer, a Guarantor, a governmental official or officers or any other Person or Persons stating that the information with respect to such factual matters is in the possession of the Issuer or such Guarantor, as the case maybe be, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any Security, they may, but need not, be consolidated and form one instrument.

 

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Section 104 Acts of Holders.

(1) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by or pursuant to this Indenture to be made, given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee, the Issuer or a Guarantor and any agent of the Trustee, the Issuer or such Guarantor, if made in the manner provided in this Section.

(2) Without limiting the generality of this Section 104, unless otherwise provided in or pursuant to this Indenture, a Holder, including a Depository that is a Holder of a global Security, may make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture or the Securities to be made, given or taken by Holders, and a Depository that is a Holder of a global Security may provide its proxy or proxies to the beneficial owners of interests in any such global Security through such Depository’s standing instructions and customary practices.

(3) The fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner which the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.

(4) The ownership, principal amount and serial numbers of Securities held by any Person, and the date of the commencement and the date of the termination of holding the same, shall be proved by the Security Register.

(5) If the Issuer shall solicit from the Holders of any Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer may at its option (but is not obligated to), by Board Resolution fix in advance a record date for the determination of Holders of Securities entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of Securities of record at the close of business on such record date shall be deemed to be Holders for the purpose of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders of Securities shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

 

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(6) Any request, demand, authorization, direction, notice, consent, waiver or other Act by the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or suffered to be done by the Trustee, any Security Registrar, any Paying Agent or the Issuer in reliance thereon, whether or not notation of such Act is made upon such Security.

Section 105 Notices, etc., to Trustee, Issuer and Guarantors.

Any request, demand, authorization, direction, notice, consent, waiver or other Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder, a Guarantor or the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with and received by the Trustee at its Corporate Trust Office, or

(2) the Issuer or a Guarantor by the Trustee or any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery to the Issuer or such Guarantor, as the case may be, addressed to the attention of its General Counsel at the address of the Issuer’s principal office set forth below, or as set forth in any supplemental indenture or at any other address furnished in writing to the Trustee by the Issuer as such Guarantor, as the case may be.

If to the Issuer or any Guarantor:

One Park Plaza

Nashville, Tennessee 37203

Fax No.: (615) 344-1531; Attention: General Counsel

Fax No.: (866) 741-5906; Attention: Treasurer

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

 

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Section 106 Notice to Holders of Securities; Waiver.

Except as otherwise expressly provided in or pursuant to this Indenture, where this Indenture provides for notice to Holders of Securities of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) to Holders of Securities if in writing and mailed, first-class postage prepaid, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery or delivered by electronic transmission to each Holder of a Security affected by such event, at such Holder’s address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

In any case where notice to Holders of Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Security shall affect the sufficiency of such notice with respect to other Holders of Securities In the case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders of Securities shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Where this Indenture provides for notice of any event to a Holder of a Global Security, such notice shall be sufficiently given if given to the Depository for such Security (or its designee), pursuant to the Applicable Procedures of the Depository, not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice.

If a notice or communication is made in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuer gives notice or communication to Holders, it shall provide a copy to the Trustee and each Agent, as applicable, at the same time.

Section 107 Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with any duties under any required provision of the Trust Indenture Act imposed hereon by Section 318(c) thereof, such required provision shall control.

Section 108 Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 109 Successors and Assigns.

All covenants and agreements in this Indenture by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Trustee, Registrar, Paying Agent and Transfer Agent, as applicable, in this Indenture shall bind their successors and assigns, whether so expressed or not.

 

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Section 110 Separability Clause.

In case any provision in this Indenture, any Security shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not, to the fullest extent permitted by applicable law, in any way be affected or impaired thereby.

Section 111 Benefits of Indenture.

Nothing in this Indenture or any Security, express or implied, shall give to any Person, other than the parties hereto, any Agent, any Authenticating Agent and their successors hereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 112 Governing Law.

THIS INDENTURE, THE SECURITIES AND THE GUARANTEES OF THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 113 Legal Holidays.

Unless otherwise specified in or pursuant to this Indenture or any Securities, in any case where any Interest Payment Date, Stated Maturity or Maturity of, or any other day on which a payment is due with respect to, any Security shall be a day which is not a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or any Security other than a provision in any Security or in the Board Resolution, Officer’s Certificate or supplemental indenture establishing the terms of any Security that specifically states that such provision shall apply in lieu hereof) payment need not be made at such Place of Payment on such date, but such payment may be made on the next succeeding day that is a Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, at the Stated Maturity or Maturity or on any such other payment date, as the case may be, and no interest shall accrue on the amount payable on such date or at such time for the period from and after such Interest Payment Date, Stated Maturity, Maturity or other payment date, as the case may be, to the next succeeding Business Day.

Section 114 Waiver of Jury Trial.

EACH OF THE ISSUER, THE GUARANTORS, THE TRUSTEE AND THE REGISTRAR, PAYING AGENT AND TRANSFER AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.

 

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Section 115 Force Majeure.

In no event shall the Trustee, Paying Agent, Registrar or Transfer Agent be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

Section 116 Counterparts.

This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 117 Extension of Payment Dates.

In the event that (i) the terms of any Security or any Guarantee established in or pursuant to this Indenture permit the Issuer, any Guarantor or any Holder thereof to extend the date on which any payment of principal of, or premium, if any, or interest, if any, on, or Additional Amounts, if any, with respect to such Security or Guarantee, as the case may be, is due and payable and (ii) the due date for any such payment shall have been so extended, then all references herein to the Stated Maturity of such payment (and all references of like import) shall be deemed to refer to the date as so extended.

Section 118 Immunity of Shareholders, Directors, Officers and Agents of the Issuer and Any Guarantor.

No recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any Security or Guarantee, or because of any indebtedness evidenced thereby, or for any claim based thereon or otherwise in respect thereof, shall be had against any past, present or future shareholder, incorporator, employee, officer or director, as such, of the Issuer or any predecessor or successor to the Issuer or any Guarantor, either directly or through the Issuer or any Guarantor or any such predecessor or successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the Holders and as part of the consideration for the issue of the Securities; it being expressly understood that, without limitation to the foregoing, this Indenture, the Securities and the Guarantees and the obligations created hereunder and thereunder are solely corporate, limited liability company, partnership, limited partnership or similar obligations, as the case may be, of the Issuer and the respective Guarantors and that no such personal liability whatever shall attach to, or is or shall be incurred by, any past, present or future shareholder, incorporator, employee, officer or director, as such, of the Issuer or any Guarantor or any of their respective predecessors or successors, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any Security or Guarantee implied herefrom or therefrom and that any and all such personal liability of every type and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such past, present

 

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or future shareholder, incorporator, employee, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any Security or Guarantee or implied herefrom or therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of the Securities. As used in this Section 118, all references to “shareholders” shall be deemed to mean, with respect to any Person, any past, present or future Holder or owner of an equity interest in such Person, including, without limitation, owners or holders of capital stock, limited or general partnership interests and limited liability company interests.

ARTICLE TWO

SECURITIES FORMS

Section 201 Forms Generally.

The Securities of each series shall be in substantially such form or forms as shall be established by or pursuant to a Board Resolution or, subject to Section 303, set forth in, or determined in the manner provided in, an Officer’s Certificate pursuant to a Board Resolution, or in one or more indentures supplemental hereto, and any Guarantee of any Security issued pursuant to this Indenture shall be in the form established by or pursuant to a Guarantor’s Board Resolution or a Guarantor’s Officer’s Certificate pursuant to a Guarantor’s Board Resolution, or established in one or more indentures supplemental hereto, and in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or Depository therefor or as may, consistently herewith, be determined by the Officer executing such Securities, as evidenced by his or her execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 303 for the authentication and delivery of such Securities. If all of the Securities of any series established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each Security of such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first Security of such series.

Anything herein to the contrary notwithstanding, there shall be no requirement that any Security have endorsed thereon or attached thereto a Guarantee or a notation of a Guarantee, but such a Guarantee or notation of a Guarantee may be endorsed thereon or attached thereto as contemplated by this Section 201.

Section 202 Form of Trustee’s Certificate of Authentication.

Subject to Section 612, the Trustee’s certificate of authentication shall be in substantially the following form:

 

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This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

●,

as Trustee

By:  

 

  Authorized Signatory

Section 203 Form of Legend for Global Notes.

Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby or as required by Applicable Procedures, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

[Insert, if applicable — UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]

[Insert, if applicable — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

 

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ARTICLE THREE

THE SECURITIES

Section 301 Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series.

With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to one or more Board Resolutions or Guarantor’s Board Resolutions, as applicable, or set forth in an Officer’s Certificate or one or more Guarantor’s Officer’s Certificate pursuant to a Board Resolution, as applicable, or established in one or more indentures supplemental hereto, prior to the issuance of any Securities of a series,

(1) the title of the Securities of such series;

(2) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 304, 305, 306, 905 or 1107, upon repayment in part of any Security of such series pursuant to Article Thirteen or upon surrender in part of any Security for conversion or exchange into Common Shares or other securities or property pursuant to its terms), and if such series may not be reopened from time to time for the issuance of additional Securities of such series;

(3) if any of such Securities are to be issuable in global form, when any of such Securities are to be issuable in global form and (i) whether such Securities are to be issued in temporary or permanent global form or both, (ii) whether beneficial owners of interests in any such global Security may exchange such interests for Securities of the same series and of like tenor and of any authorized form and denomination, and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 305, (iii) the name of the Depository with respect to any such global Security and (iv) if applicable and in addition to the Persons specified in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give the instructions and take the other actions with respect to such global Security contemplated by the first paragraph of Section 203;

(4) the date or dates, or the method or methods, if any, by which such date or dates shall be determined, on which the principal and premium, if any, of such Securities is payable;

(5) the rate or rates at which such Securities shall bear interest, if any, or the method or methods, if any, by which such rate or rates are to be determined, the date or dates, if any, from which such interest shall begin to accrue or the method or methods, if any, by which such date or dates are to be determined, the Interest Payment Dates, if any, on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on Securities on any Interest Payment Date, the notice, if any, to Holders regarding the determination of interest on a floating rate Security and the manner of giving such notice, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months;

 

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(6) if in addition to or other than the place where the Corporate Trust Office of the Trustee may from time to time be located, the place or places where the principal of, premium, if any, and interest, if any, on, and Additional Amounts, if any, with respect to, such Securities shall be payable, any of such Securities that are Securities may be surrendered for registration of transfer or exchange, any of such Securities may be surrendered for conversion or exchange and notices or demands to or upon the Issuer in respect of such Securities and this Indenture may be served;

(7) whether any of such Securities are to be redeemable at the option of the Issuer and, if so, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities may be redeemed, in whole or in part, at the option of the Issuer;

(8) if the Issuer is obligated to redeem or purchase any of such Securities pursuant to any sinking fund or analogous provision or at the option of any Holder thereof and, if so, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;

(9) if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which any Securities of the series shall be issuable;

(10) if other than the principal amount thereof, the portion of the principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method by which such portion is to be determined;

(11) if other than Dollars, the Foreign Currency in which payment of the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities shall be payable;

(12) if the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities are to be payable, at the election of the Issuer or a Holder thereof or otherwise, in Dollars or in a Foreign Currency other than that in which such Securities are stated to be payable, the date or dates on which, the period or periods within which, and the other terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are stated to be payable and the Currency in which such Securities or any of them are to be paid pursuant to such election, and any deletions from or modifications of or additions to the terms of this Indenture to provide for or to facilitate the issuance of Securities denominated or payable, at the election of the Issuer or a Holder thereof or otherwise, in a Foreign Currency;

 

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(13) if the amount of payments of principal of, any premium or interest on or any Additional Amounts with respect to such Securities may be determined with reference to an index, formula or other method or methods (which index, formula or method or methods may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and, if so, the terms and conditions upon which and the method by which such amounts shall be determined and paid or payable;

(14) any deletions from, modifications of or additions to the Events of Default or covenants of the Issuer or any Guarantors with respect to such Securities or the related Guarantees (whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein), and, if any additional covenants not contained in this Indenture as of its date shall be applicable with respect to such Securities, whether Section 1006 shall be applicable with respect to any such additional covenants;

(15) if any one or more of the provisions of Section 401 relating to satisfaction and discharge, Section 402(2) relating to defeasance or Section 402(3) relating to covenant defeasance shall not be applicable to the Securities of such series, and any covenants in addition to or other than those covenants, if any, specified in Section 402(3) relating to the Securities of such series which shall be subject to covenant defeasance, and, if the Securities of such series are subject to repurchase or repayment at the option of the Holders thereof pursuant to Article Thirteen, if the Issuer’s obligation to repurchase or repay such Securities will not be subject to satisfaction and discharge pursuant to Section 401 or to defeasance pursuant to Section 402, and, if the Holders of such Securities have the right to convert or exchange such Securities into Common Shares or other securities or property, if the right to effect such conversion or exchange will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance pursuant to Section 402, and any deletions from, or modifications or additions to, the provisions of Article Four in respect of the Securities of such series;

(16) if any of such Securities are issuable in global form and are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions;

(17) whether and under what circumstances the Issuer or any Guarantor of such Securities will pay Additional Amounts on such Securities or its Guarantee of such Securities, as the case may be, to any Holder who is a United States Alien in respect of specified taxes, assessments or other government charges and, if so, whether the Issuer will have the option to redeem such Securities rather than pay such Additional Amounts;

(18) if there is more than one Trustee, the identity of the Trustee and, if not the Trustee, the identity of each Registrar, Paying Agent, Transfer Agent or Authenticating Agent, as applicable, with respect to such Securities;

 

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(19) the Person to whom any interest on any Security of such series shall be payable, if other than the Person in whose name the Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner in which, and the extent to which, or the manner in which, any interest payable on a temporary global Security will be paid if other than in the manner provided in this Indenture;

(20) the names of the Guarantors of the Securities of such series (which may, but need not, include any or all of the Initial Guarantors) and the terms of the Guarantees of the Securities of such series, including, without limitation, any deletions from, or modifications or additions to, the provisions of Article Sixteen or any other provisions of this Indenture in connection with the Guarantees of the Securities of such series;

(21) whether the Securities of such series or any Guarantees of such Securities are to be secured by any property, assets or other collateral and, if so, the applicable collateral, any deletions from, or modifications or additions to, the provisions of Article Sixteen hereof or any other provisions of this Indenture in connection therewith or in connection with any other instrument or agreement entered into in connection therewith; and

(22) any other terms of such Securities and the Guarantees of such Securities (whether or not such other terms are consistent or inconsistent with any other terms of this Indenture) and any deletions from or modifications or additions to this Indenture in respect of such Securities or such Guarantees.

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above or pursuant to authority granted by one or more Board Resolutions and, subject to Section 303, set forth, or determined in the manner provided, in the Officer’s Certificate pursuant to a Board Resolution referred to above or in any such indenture supplemental hereto. All Securities of any one series need not be issued at one time and, unless otherwise provided in or pursuant to the Board Resolution referred to above and, subject to Section 303, set forth, or determined in the manner provided, in the Officer’s Certificate pursuant to a Board Resolution referred to above or pursuant to authority granted by one or more Board Resolutions or in any such indenture supplemental hereto with respect to a series of Securities, additional Securities of a series may be issued, at the option of the Issuer, without the consent of any Holder, at any time and from time to time.

If any of the terms of the Securities of any series or any Guarantee of the Securities of any series shall be established by action taken by or pursuant to one or more Board Resolutions or Guarantor’s Board Resolutions, such Board Resolutions or Guarantor’s Board Resolutions shall be delivered to the Trustee at or prior to the delivery of the Officer’s Certificate or the Guarantor’s Officer’s Certificate setting forth the terms of such series.

 

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Section 302 Currency; Denominations.

Unless otherwise provided in or pursuant to this Indenture, the principal of, any premium and interest on and any Additional Amounts with respect to the Securities shall be payable in Dollars. Unless otherwise provided in or pursuant to this Indenture, Securities denominated in Dollars shall be issuable in registered form without coupons in denominations of $2,000 and any integral multiples of $1,000 in excess thereof. Securities not denominated in Dollars shall be issuable in such denominations as are established with respect to such Securities in or pursuant to this Indenture.

Section 303 Execution, Authentication, Delivery and Dating.

Securities shall be executed on behalf of at least one Officer of the Issuer and may (but need not) have its corporate or other seal or a facsimile thereof reproduced thereon and may be signed by manual or facsimile signature.

If any Guarantees are to be endorsed on or attached to any Securities, and if such Guarantees provide for the execution thereof by the applicable Guarantors (it being understood and agreed that any such Guarantee may, but need not, provide for the execution by the applicable Guarantors), such Guarantees shall be executed on behalf of an Officer of each applicable Guarantor and may (but need not) have its corporate or other seal or facsimile thereof reproduced thereon. The signature of any of these officers on any Guarantee may be manual or facsimile.

Securities and any Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuer or the applicable Guarantor, as the case may be, shall, to the fullest extent permitted by applicable law, bind the Issuer or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities executed by the Issuer, to the Trustee for authentication and, provided that the Board Resolution or Officer’s Certificate pursuant to a Board Resolution (and each Guarantor’s Board Resolution or Guarantor’s Officer’s Certificate pursuant to a Guarantor’s Board Resolution) or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and an Issuer Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Issuer Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities.

Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of each Security, but such opinion, with such modifications as counsel shall deem appropriate, shall be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate request by the Issuer that the Trustee authenticate Securities of such series for original issue will be deemed to be a certification by the Issuer that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with.

 

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The Trustee shall not be required to authenticate or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 202 or 612 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Section 304 Temporary Securities.

Pending the preparation of definitive Securities, the Issuer may execute and deliver to the Trustee and, upon Issuer Order, the Trustee shall authenticate and deliver, in the manner provided in Section 303, temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Issuer executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Such temporary Securities may be in global form.

Except in the case of temporary Securities in global form, which shall be exchanged in accordance with the provisions set forth in this Indenture or the provisions established pursuant to Section 301, if temporary Securities are issued, the Issuer shall cause definitive Securities to be prepared without unreasonable delay. Except as otherwise provided in or pursuant to this Indenture, after the preparation of definitive Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities, such temporary Securities shall be exchangeable for such definitive Securities upon surrender of such temporary Securities at an Office or Agency for such Securities, without charge to any Holder thereof. Except as otherwise provided in or pursuant to this Indenture, upon surrender for cancellation of any one or more temporary Securities, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations of the same series and containing identical terms and provisions. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary global Security, until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series.

 

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Section 305 Registration, Transfer and Exchange.

The Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Issuer in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of transfers and exchanges of Securities. The Registrar named in the first paragraph of this instrument is hereby appointed “Security Registrar” for the purpose of registering transfers of and exchanging Securities as herein provided.

Except as otherwise provided in or pursuant to this Indenture, upon surrender for registration of transfer of any Security of a series at the office or agency of the Issuer in a Place of Payment for such series, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and principal amount.

Except as otherwise provided in or pursuant to this Indenture, at the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

The Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Issuer evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture and the applicable Guarantees as the Securities surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar for such Security duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Securities, or any redemption or repayment of Securities, or any conversion or exchange of Securities for other types of securities or property, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 905 or 1107 not involving any transfer.

If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Issuer shall not be required (A) to issue, register the transfer of or exchange any Securities of such series (or of such series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the delivery of a notice of

 

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redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such delivery, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Section 306 Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, subject to the provisions of this Section 306, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding.

If there be delivered to the Issuer and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless from and against any and all loss, liability or expense, then, in the absence of notice to the Issuer or the Trustee that such Security has been acquired by a bona fide purchaser, the Issuer shall execute and the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of the same series containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding.

In case any mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel to the Issuer and the fees and expenses of the Trustee and its counsel) connected therewith.

Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute a separate obligation of the Issuer, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series duly issued hereunder.

The provisions of this Section, as amended or supplemented pursuant to this Indenture with respect to particular Securities or generally, shall (to the extent lawful) be exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 307 Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved.

Unless otherwise provided in or pursuant to this Indenture, any interest on and any Additional Amounts with respect to any Security which shall be payable, and are punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more Predecessor Securities) is registered as of the close of business on the Regular Record Date for such interest.

 

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Unless otherwise provided in or pursuant to this Indenture, any interest on and any Additional Amounts with respect to any Security which shall be payable, but shall not be punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder thereof on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Issuer, at its election in each case, as provided in Clause (1) or (2) below:

(1) The Issuer may elect to make payment of any Defaulted Interest to the Person in whose name such Security (or a Predecessor Security thereof) shall be registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on such Security and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when so deposited to be held in trust for the benefit of the Person entitled to such Defaulted Interest as in this Clause provided. Thereupon, the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record Date and, in the name and at the expense of the Issuer shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be delivered in writing to the Holder of such Security (or a Predecessor Security thereof) at his address as it appears in the Register not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Person in whose name such Security (or a Predecessor Security thereof) shall be registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

(2) The Issuer may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Security may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this Clause, such payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section and Section 305, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

 

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Section 308 Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer, the Issuer, the Guarantors, the Trustee and any agent of the Issuer, any Guarantor or the Trustee may treat the Person in whose name such Security is registered in the Security Register as the owner of such Security for the purpose of receiving payment of principal of, any premium and (subject to Sections 305 and 307) interest on and any Additional Amounts with respect to such Security and for all other purposes whatsoever, whether or not any payment with respect to such Security shall be overdue, and none of the Issuer, the Guarantors, the Trustee or any agent of the Issuer any Guarantor or the Trustee shall be affected by notice to the contrary.

No Holder of any beneficial interest in any global Security held on its behalf by a Depository shall have any rights under this Indenture with respect to such global Security, and such Depository may be treated by the Issuer, the Guarantors, the Trustee, and any agent of the Issuer or the Trustee as the owner of such global Security for all purposes whatsoever. None of the Issuer, the Guarantors, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Guarantors, the Trustee, any Paying Agent or the Security Registrar from giving effect to any written certification, proxy or other authorization furnished by the applicable Depository, as a Holder, with respect to a global Security or impair, as between such Depository and the owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depository (or its nominee) as the Holder of such global Security.

Section 309 Cancellation.

All Securities surrendered for payment, redemption, registration of transfer, exchange or conversion or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities, as well as Securities surrendered directly to the Trustee for any such purpose, shall be cancelled promptly by the Trustee. The Issuer may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Securities so delivered shall be cancelled promptly by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by or pursuant to this Indenture. All cancelled Securities held by the Trustee shall be destroyed by the Trustee in accordance with customary procedures.

Section 310 Computation of Interest.

Except as otherwise provided in or pursuant to this Indenture or in the Securities of any series, interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months.

 

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Section 311 Original Issue Discount.

If any of the Securities is an Original Issue Discount Security, the Issuer shall file with the Trustee promptly at the end of each calendar year (1) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on such Outstanding Original Issue Discount Securities as of the end of such year and (2) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code.

ARTICLE FOUR

SATISFACTION AND DISCHARGE OF INDENTURE

Section 401 Satisfaction and Discharge.

Unless, pursuant to Section 301, the provisions of this Section 401 shall not be applicable with respect to the Securities of any series, upon the direction of the Issuer by an Issuer Order, this Indenture shall cease to be of further effect with respect to any series of Securities specified in such Issuer Order and any Guarantees of such Securities and the Trustee, on receipt of an Issuer Order, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when

(1) Either

(a) all Securities of such series theretofore authenticated and delivered (other than (i) Securities that have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

(b) all Securities of such series not theretofore delivered to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity within one year, or

(iii) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer,

 

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and the Issuer, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Securities, including the principal of, any premium and interest on, and, to the extent that the Securities of such series provide for the payment of Additional Amounts thereon and the amount of any such Additional Amounts which are or will be payable with respect to the Securities of such series is at the time of deposit reasonably determinable by the Issuer (in the exercise by the Issuer of its sole and absolute discretion), any Additional Amounts with respect to, such Securities to the date of such deposit (in the case of Securities which have become due and payable) or to the Maturity thereof, as the case may be;

(2) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and

(3) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with.

In the event there are Securities of two or more series Outstanding hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met.

At such time as the Issuer shall have effected satisfaction and discharge of this Indenture with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in the next succeeding paragraph) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Issuer, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Issuer to the Trustee under Section 606 and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the respective obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.

Section 402 Defeasance and Covenant Defeasance.

(1) Unless, pursuant to Section 301, either or both of (i) defeasance of the Securities of or within a series under clause (2) of this Section 402 or (ii) covenant defeasance of the Securities of or within a series under clause (3) of this Section 402 shall not be applicable with respect to the Securities of such series, then such provisions, together with the other provisions of this Section 402 (with such modifications thereto as may be specified pursuant to Section 301 with respect to any Securities), shall be applicable to such Securities, and the Issuer may at its option by Board Resolution, at any time, with respect to the Securities of or within such series, elect to have Section 402(2)

 

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or Section 402(3) be applied to such Outstanding Securities upon compliance with the conditions set forth below in this Section 402. Unless otherwise specified pursuant to Section 301 with respect to the Securities of any series, defeasance under clause (2) of this Section 402 and covenant defeasance under clause (3) of this Section 402 may be effected with respect to any or all of the Outstanding Securities of any series. To the extent that the terms of any Security established in or pursuant to this Indenture permit the Issuer, any of the Guarantors or any Holder thereof to extend the date on which any payment of principal of, or premium, if any, or interest, if any, on, or Additional Amounts, if any, with respect to such Security is due and payable, then unless otherwise provided pursuant to Section 301, the right to extend such date shall terminate upon defeasance or covenant defeasance, as the case may be.

(2) Upon the Issuer’s exercise of the above option applicable to this Section 402(2) with respect to any Securities of or within a series, the Issuer shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on the date the conditions set forth in clause (4) of this Section 402 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of clause (5) of this Section 402 and the other Sections of this Indenture referred to in clauses (i) through (iv) of this paragraph, and the Issue and the Guarantors of the Securities of such series shall be deemed to have satisfied all of their respective other obligations under such Securities and the Guarantees of such Securities and this Indenture insofar as such Securities or such Guarantees are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Outstanding Securities to receive, solely (except as provided in clause (ii) below) from the trust fund described in clause (4)(a) of this Section 402 and as more fully set forth in this Section 402 and Section 403, payments in respect of the principal of (and premium, if any) and interest, if any, on, and Additional Amounts, if any, with respect to, such Securities when such payments are due, (ii) the obligations of the Issuer, the Guarantors of the Securities of such series and the Trustee with respect to such Securities under Sections 305, 306, 1002 and 1003 and, if applicable to the Securities of such series, any rights of Holders of such Securities (unless otherwise provided pursuant to Section 301 with respect to the Securities of such series) to convert or exchange, and the obligations of the Issuer to convert or exchange, such Securities into Common Shares or other securities or property, and, if expressly provided pursuant to Section 301 with respect to the Securities of such series, any rights of Holders of the Securities of such series to require the Issuer to repurchase or repay, and the obligations of the Issuer to repurchase or repay, such Securities at the option of such Holders as contemplated by Article Thirteen hereof, and, if the Securities of such series provide for the payment of Additional Amounts pursuant to Section 1004, the Issuer will remain obligated, following defeasance of this Indenture with respect to the Securities of such series, to pay, and the Guarantees of the Securities of such series will continue to Guarantee (on the terms and subject to the conditions set forth in this Indenture, subject to any other terms of this Indenture, including any terms established pursuant to Section 301 with respect to the Securities of such series,

 

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providing for the release and discharge of any Guarantor from its Guarantee of the Securities of such series and its other obligations under this Indenture in respect to the Securities of such series) the payment of, Additional Amounts with respect to such Securities as contemplated by Section 1004, to the extent (and only to the extent) that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to clause 4(a) of this Section 402, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Section 402 and Sections 403 and 404. The Issuer may exercise its option under this Section 402(2) notwithstanding the prior exercise of its option under Section 402(3) with respect to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (ii) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Issuer, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

(3) Upon the Issuer’s exercise of the above option applicable to this Section 402(3) with respect to any Securities of or within a series, the Issuer shall be released from its obligations under any covenants applicable to such Securities which are specified pursuant to Section 301 as being subject to covenant defeasance on and after the date the conditions set forth in clause (4) of this Section 402 are satisfied (hereinafter, “covenant defeasance”), and such Securities shall thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with any such covenant, but shall continue to be deemed Outstanding for all other purposes hereunder. For this purpose, such covenant defeasance means that with respect to such Outstanding Securities, the Issuer may omit to comply with, and shall have no liability in respect of, any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply shall not constitute a default or an Event of Default under Section 501, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and the Guarantees thereof shall be unaffected thereby.

(4) The following shall be the conditions to application of clause (2) or (3) of this Section 402 to any Outstanding Securities of or within a series:

(a) The Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 608 who shall agree to comply with the provisions of this Section 402 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (1) an amount in Dollars or in such Foreign Currency in which such Securities appertaining thereto are then specified as payable at Stated Maturity or, if such defeasance or covenant defeasance is to be

 

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effected in compliance with subsection (f) below, on the relevant Redemption Date, as the case may be, or (2) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity or, if such defeasance or covenant defeasance is to be effected in compliance with subsection (f) below, on the relevant Redemption Date, as the case may be) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (y) the principal of (and premium, if any) and interest, if any, on, and, to the extent that such Securities provide for the payment of Additional Amounts thereon and the amount of any such Additional Amounts which are or will be payable with respect to the Securities of such series is at the time of deposit reasonably determinable by the Issuer (in the exercise by the Issuer of its sole and absolute discretion), any Additional Amounts with respect to, such Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest or the applicable Redemption Date, as the case may be, and (z) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities.

(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture.

(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit.

(d) In the case of defeasance pursuant to Section 402(2), the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee stating that (x) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of this Indenture there has been a change in applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such Outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; or, in the case of covenant defeasance pursuant to Section 402(3), the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the Holders of such

 

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Outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.

(e) The Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance or covenant defeasance, as the case may be, under this Indenture have been complied with.

(f) If the monies or Government Obligations or combination thereof, as the case may be, deposited under clause (a) above are sufficient to pay the principal of, and premium, if any, and interest, if any, on and, to the extent provided in such clause (a), Additional Amounts with respect to, such Securities provided such Securities are redeemed on a particular Redemption Date, the Issuer shall have given the Trustee irrevocable instructions to redeem such Securities on such date and to provide notice of such redemption to Holders as provided in or pursuant to this Indenture.

(g) Notwithstanding any other provisions of this Section 402(4), such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer in connection therewith pursuant to Section 301.

(5) Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee—collectively for purposes of this Section 402(5) and Section 403, the “Trustee”) pursuant to clause (4)(a) of Section 402 in respect of any Outstanding Securities of any series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (other than the Issuer or any Guarantor of the Securities of the applicable series or any Subsidiary or Affiliate of the Issuer or any such Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal (and premium, if any) and interest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law.

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge, imposed on or assessed against the Government Obligations deposited pursuant to this Section 402 or the principal or interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such Outstanding Securities.

Anything in this Section 402 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in clause (4)(a) of this Section 402 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant defeasance, as applicable, in accordance with this Section 402.

 

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Section 403 Application of Trust Money.

Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (other than the Issuer or any Guarantor of the Securities of the applicable series or any Subsidiary or Affiliate of the Issuer or any such Guarantor acting as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, interest and Additional Amounts for whose payment such money has or Government Obligations have been deposited with or received by the Trustee; but such money and Government Obligations need not be segregated from other funds except to the extent required by law.

Section 404 Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States Dollars or Government Securities in accordance with Section 402 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s and the applicable Guarantors’ respective obligations under this Indenture and the Securities of such series and the Guarantees of such Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 402 hereof until such time as the Trustee (or other qualifying trustee) or Paying Agent is permitted to apply all such money in accordance with Section 402 hereof, as the case may be; provided that, if the Issuer or any Guarantor makes any payment of principal of, premium and Additional Amounts, if any, or interest on any Securities following the reinstatement of its obligations, the Issuer or such Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee (or other qualifying trustee) or Paying Agent.

ARTICLE FIVE

REMEDIES

Section 501 Events of Default.

“Event of Default,” wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) unless such event is specifically deleted or modified in or pursuant to the supplemental indenture, Board Resolution or Officer’s Certificate pursuant to a Board Resolution establishing the terms of such series pursuant to this Indenture:

 

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(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Securities; or

(2) default for 30 days or more in the payment when due of interest on or with respect to the Securities; or

(3) default in the deposit of any sinking fund payment when and as due with respect to any of the Securities of such series; or

(4) default in the performance, or breach, of any covenant or warranty of the Issuer in the Indenture, and continuance of such default or breach for a period of 60 days after there has been given written notice by the Trustee or the holders of at least 10% in principal amount of the Outstanding debt securities (with a copy to the Trustee) specifying such default or breach and requiring it to be remedied; or

(5) the Issuer pursuant to or under or within the meaning of any Bankruptcy Law:

(i) commences proceedings to be adjudicated bankrupt or insolvent;

(ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy law;

(iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

(iv) makes a general assignment for the benefit of its creditors; or

(v) generally is not paying its debts as they become due; or;

(6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Issuer in an involuntary case or proceeding; or

(ii) appoints a trustee, receiver, liquidator, custodian or other similar official of the Issuer or any substantial part of their respective properties; or

(iii) orders the liquidation of the Issuer;

and, in each case in this clause (6), the order or decree remains unstayed and in effect for 60 consecutive days; or

 

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(7) the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture; or

(8) any other Event of Default provided in or pursuant to this Indenture with respect to Securities of such series.

Section 502 Acceleration of Maturity; Rescission and Annulment.

If any Event of Default (other than an Event of Default specified in clause (5) or (6) of Section 501 hereof) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in principal amount of the then total Outstanding Securities may declare the principal, premium, if any, interest and any other monetary obligations on all the then Outstanding Securities to be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Securities if and so long as a committee of its Responsible Officers in good faith determines acceleration is not in the best interest of the Holders of the Securities.

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (5) or (6) of Section 501 hereof, all Outstanding Securities shall be due and payable immediately without further action or notice.

The Holders of a majority in aggregate principal amount of the then Outstanding Securities by written notice to the Issuer and the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, Additional Amounts, if any, or premium that has become due solely because of the acceleration) have been cured or waived.

Section 503 Collection of Indebtedness and Suits for Enforcement by Trustee.

The Issuer covenants that if:

(1) default is made in the payment of any interest on, or any Additional Amounts payable in respect of any interest on, any Security when such interest or Additional Amounts, as the case may be, shall have become due and payable and such default continues for a period of 30 days, or

(2) default is made in the payment of any principal of or premium, if any, on, or any Additional Amounts payable in respect of any principal of or premium, if any, on, any Security at its Maturity, or

(3) default is made in the deposit of any sinking fund payment when due,

 

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the Issuer shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount of money then due and payable with respect to such Securities, with interest upon the overdue principal, any premium and, to the extent permitted by applicable law, upon any overdue installments of interest and Additional Amounts at the rate or respective rates, as the case may be, provided for or with respect to such Securities or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by such Securities, and, in addition thereto, such further amount of money as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due to the Trustee under Section 606.

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or such Securities or in aid of the exercise of any power granted herein or therein, or to enforce any other proper remedy.

Section 504 Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Securities allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Securities including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 606 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 606 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

 

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Section 505 Trustee May Enforce Claims without Possession of Securities.

All rights of action and claims under this Indenture or any of the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery or judgment, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of each and every Holder of a Security in respect of which such judgment has been recovered.

Section 506 Application of Money Collected.

Any money collected by the Trustee pursuant to this Article with respect to the Securities of any series shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal, or any premium, interest or Additional Amounts, upon presentation of such Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee, Registrar, Transfer Agent and Paying Agent and any predecessor thereof under Section 606;

SECOND: To the payment of the amounts then due and unpaid upon the Securities for principal and any premium, interest and Additional Amounts in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the aggregate amounts due and payable on such Securities for principal and any premium, interest and Additional Amounts;

THIRD: The balance, if any, to the Person or Persons entitled thereto.

Section 507 Limitations on Suits.

No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of such series;

(2) Holders of at least 25% in principal amount of the total Outstanding Securities have requested the Trustee to pursue the remedy;

(3) Holders of the Securities have offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

 

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(5) Holders of a majority in principal amount of the total Outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period.

A Holder of a Security may not use this Indenture to prejudice the rights of another Holder of a Security or to obtain a preference or priority over another Holder of a Security.

Section 508 Unconditional Right of Holders to Receive Principal and any Premium, Interest and Additional Amounts.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Security to receive payment of principal, premium, if any, Additional Amounts, if any, and interest on the Security, on or after the respective due dates expressed in the Security, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 509 Restoration of Rights and Remedies.

If the Trustee or any Holder of a Security has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the Issuer, the Trustee and each such Holder shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and each such Holder shall continue as though no such proceeding had been instituted.

Section 510 Rights and Remedies Cumulative.

To the extent permitted by applicable law and except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to each and every Holder of a Security is intended to be exclusive of any other right or remedy, and every right and remedy, to the extent permitted by applicable law, shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not, to the extent permitted by applicable law, prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 511 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall, to the extent permitted by applicable law, impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to any Holder of a Security may, to the extent permitted by applicable law, be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by such Holder, as the case maybe.

 

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Section 512 Control by Holders of Securities.

The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series, provided that

(1) such direction shall not be in conflict with any rule of law or with this Indenture or with the Securities of any series,

(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and

(3) such direction is not unduly prejudicial to the rights of the other Holders of Securities of such series not joining in such action.

Section 513 Waiver of Past Defaults.

The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series on behalf of the Holders of all the Securities of such series may waive any past default hereunder with respect to such series and its consequences, except

(1) a default in the payment of the principal of, any premium or interest on, or any Additional Amounts with respect to, any Security of such series, or

(2) a default in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Section 514 Waiver of Usury, Stay or Extension Laws.

Each of the Issuer and each of the Guarantors covenants that (to the extent that it may lawfully do so) it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or any other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive the Issuer or such Guarantor, as the case may be, from paying all or any portion of the principal of or premium, if any, or interest, if any, on or Additional Amounts, if any, with respect to any Securities (in the case of Issuer) or from paying any amount due under any of its Guarantees (in the case of such Guarantor) as contemplated herein and therein or which may affect the covenants or the performance of this Indenture or the Securities (in the case of Issuer) or this Indenture or any of its Guarantees (in the case of such Guarantor); and each of the Issuer and each Guarantor (to the extent that it may lawfully do so) expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee or the Holders, but will suffer and permit the execution of every such power as though no such law had been enacted.

 

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Section 515 Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted to be taken by it as Trustee, the filing by any party litigant in such suit of any undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and disbursements, against any party litigant in such suit having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 515 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of Outstanding Securities of any series.

ARTICLE SIX

THE TRUSTEE

Section 601 Certain Rights of Trustee.

Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:

(1) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(2) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(3) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(4) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

 

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(5) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer.

(6) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

(7) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(8) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(9) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

Section 602 Notice of Defaults.

If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Securities a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Security, the Trustee may withhold from the Holders notice of any continuing default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Securities. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a default is received by the Trustee at the Corporate Trust Office of the Trustee.

Section 603 Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the Trustee’s certificate of authentication, shall be taken as the statements of the Issuer and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Issuer are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Issuer of the Securities or the proceeds thereof.

 

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Section 604 May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other Person that may be an agent of the Trustee, the Issuer or any Guarantor, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Issuer and each Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other Person.

Section 605 Money Held in Trust.

Money held by the Trustee in trust hereunder shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Issuer or any Guarantor.

Section 606 Compensation and Reimbursement.

The Issuer agrees:

(1) to pay to the Trustee from time to time reasonable compensation for all services rendered by the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to the Trustee’s negligence or bad faith; and

(3) to indemnify the Trustee and its agents for, and to hold them harmless against, any loss, liability or reasonable expense (including, without limitation, the reasonable fees and disbursements of the Trustee’s agents, legal counsel, accountants and experts) incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder, except to the extent that any such loss, liability or expense was due to the Trustee’s negligence, willful misconduct or bad faith.

As security for the performance of the obligations of the Issuer under this Section, the Trustee shall have a Lien prior to the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of, or premium or interest on or any Additional Amounts with respect to Securities.

 

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Any compensation or expense incurred by the Trustee after a default specified by Section 501 is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 606 shall include any predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the rights of any other Trustee under this Section 606. The provisions of this Section 606 shall, to the extent permitted by applicable law, survive any termination of this Indenture (including, without limitation, termination pursuant to any Bankruptcy Laws) and the resignation or removal of the Trustee. As used in this Section 606, “Trustee” shall also include each of the Registrar, Paying Agent and Transfer Agent, as applicable.

Section 607 Conflicting Interests.

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.

To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series.

Section 608 Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder that is a corporation or national banking association organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b).

Section 609 Resignation and Removal; Appointment of Successor.

(1) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee pursuant to Section 609.

(2) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Issuer. If the instrument of acceptance by a successor Trustee required by Section 609 shall not have been delivered to the Trustee within 90 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series.

 

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(3) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and the Issuer.

(4) If at any time:

(a) the Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act with respect to Securities of any series after written request therefor by the Issuer or any Holder of a Security of such series who has been a bona fide Holder of a Security of such series for at least six months, or

(b) the Trustee shall cease to be eligible under Section 608 and shall fail to resign after written request therefor by the Issuer or any such Holder, or

(c) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Issuer, by or pursuant to a Board Resolution, may remove the Trustee with respect to all Securities or the Securities of such series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities of such series and the appointment of a successor Trustee or Trustees.

(5) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Issuer, by or pursuant to a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 609. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 609, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Issuer. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Issuer or the Holders of Securities and accepted appointment in the manner required by Section 609, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

 

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(6) The Issuer shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by providing written notice of such event to the Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

As used in this Section 609, “Trustee” shall also include each of the Registrar, Paying Agent and Transfer Agent, as applicable.

Section 610 Acceptance of Appointment by Successor.

(1) Upon the appointment hereunder of any successor Trustee with respect to all Securities, such successor Trustee so appointed shall execute, acknowledge and deliver to the Issuer, the Guarantors and the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Issuer, any Guarantor or such successor Trustee, such retiring Trustee, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section 1003, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 606.

(2) Upon the appointment hereunder of any successor Trustee with respect to the Securities of one or more (but not all) series, the Issuer, the Guarantors, the retiring Trustee and such successor Trustee shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, such successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustee’s co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for any notice given to, or received by, or any act or failure to act on the part of any other Trustee hereunder, and, upon the

 

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execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee shall have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture with respect to the Securities of that or those series to which the appointment of such successor Trustee relates other than as hereinafter expressly set forth, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Issuer, any Guarantor or such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the Securities of that or those series to which the appointment of such successor relates and subject to Section 1003 shall duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, subject to its claim, if any, provided for in Section 606.

(3) Upon request of any Person appointed hereunder as a successor Trustee, the Issuer and the Guarantors shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (1) or (2) of this Section, as the case may be.

(4) No Person shall accept its appointment hereunder as a successor Trustee unless at the time of such acceptance such successor Person shall be qualified and eligible under this Article.

Section 611 Merger, Conversion, Consolidation or Succession to Business.

Any Corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder (provided that such Corporation shall otherwise be qualified and eligible under this Article), without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated but not delivered by the Trustee then in office, any such successor to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. In case any Securities shall not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities in either its own name or that of its predecessor Trustee.

Section 612 Appointment of Authenticating Agent.

The Trustee may appoint an Authenticating Agent acceptable to the Issuer to authenticate Securities. An Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Authenticating Agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer.

 

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ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE, ISSUER AND GUARANTORS

Section 701 Issuer to Furnish Trustee Names and Addresses of Holders.

In accordance with Section 312(a) of the Trust Indenture Act, the Issuer shall furnish or cause to be furnished to the Trustee

(1) semi-annually with respect to Securities of each series not later than two Business Days before each Interest Payment Date or upon such other dates as are set forth in or pursuant to the Board Resolution or indenture supplemental hereto authorizing such series, a list, in each case in such form as the Trustee may reasonably require, of the names and addresses of Holders as of the applicable date, and

(2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished,

provided, however, that so long as the Trustee is the Security Registrar no such list shall be required to be furnished.

Section 702 Preservation of Information; Communications to Holders.

The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act.

Every Holder of Securities, by receiving and holding the same, agrees with the Issuer, the Guarantors and the Trustee that none of the Issuer, the Guarantors, the Trustee, any Paying Agent or any Security Registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with Section 312(c) of the Trust Indenture Act, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act.

Section 703 Reports by Trustee.

(1) Within 60 days after May 15 of each year commencing with the first May 15 following the first issuance of Securities pursuant to Section 301, if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated as of such May 15 with respect to any of the events specified in said Sections 313(a) and 313(b)(2) which may have occurred since the later of the immediately preceding May 15 and the date of this Indenture.

 

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(2) The Trustee shall transmit the reports required by Section 313(a) of the Trust Indenture Act at the times specified therein.

(3) Reports pursuant to this Section shall be transmitted in the manner and to the Persons required by Sections 313(c) and 313(d) of the Trust Indenture Act.

Section 704 Reports by Issuer and Guarantors.

The Issuer and each Guarantor pursuant to Section 314(a) of the Trust Indenture Act, shall:

(1) file with the Trustee, for distribution to a Holder of Securities upon any such Holder’s request, within 15 days after the Issuer or such Guarantor, as the case may be, is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer or such Guarantor, as the case may be, may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Issuer or any Guarantor is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

(2) file with the Trustee, for distribution to a Holder of Securities upon any such Holder’s request, and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Issuer or such Guarantor, as the case may be, with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(3) transmit within 30 days after the filing thereof with the Trustee, for distribution to a Holder of Securities upon any such Holder’s request, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Issuer or such Guarantor, as the case may be, pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.

 

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ARTICLE EIGHT

CONSOLIDATION, MERGER AND SALES

Section 801 Issuer May Consolidate, Etc., Only on Certain Terms.

The Issuer shall not, in any transaction or series of related transactions, consolidate with, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its property and assets to, or merge with or into or wind up into, any Person unless:

(1) either (A) the Issuer shall be the continuing Person (in the case of a merger) or (B) the successor Person (if other than the Issuer) formed by or resulting from the consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the applicable issuer or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Issuer”);

(2) the Successor Issuer, if other than the Issuer, shall expressly assume all the obligations of the Issuer pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory in form to the Trustee;

(3) immediately after giving effect to the transaction described above, no Event of Default under this Indenture, and no event which, after notice or lapse of time or both would become an Event of Default under the applicable indenture, shall have occurred and be continuing;

(4) each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such person’s obligations under this Indenture and Securities; and

(5) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture and, if a supplemental indenture is required in connection with such transaction, such supplement shall comply with the applicable provisions of this Indenture.

Immediately after giving pro forma effect to the transaction described above, (1) the Collateral owned by the successor Person will continue to constitute Collateral under the applicable indenture and related security documents and (2) to the extent any assets of the Person which is merged or consolidated with or into the successor Person are assets of the type which would constitute Collateral under the related security documents, the Successor Company will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the security documents in the manner and to the extent required by the Indenture.

 

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Section 802 Successor Person Substituted for Issuer.

In the case of any such merger, consolidation, sale, assignment, transfer, lease, conveyance or other disposition in which the Issuer is not the continuing entity and upon execution and delivery by the successor Person of the supplemental indenture described in Section 801, such successor Person shall succeed to, and be substituted for, the Issuer and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer herein, and the predecessor Issuer shall be automatically released and discharged from all obligations and covenants under this Indenture, the Securities.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

Section 901 Supplemental Indentures without Consent of Holders.

Without the consent of any Holders of Securities, the Issuer (when authorized by or pursuant to a Board Resolution), the Guarantors (each when authorized by a Guarantor’s Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the Issuer or a Guarantor, and the assumption by any such successor of the covenants of the Issuer or such Guarantor, as the case may be, contained herein and in the Securities or the Guarantees of such Guarantor, as the case may be; or

(2) to add to the covenants of the Issuer or any Guarantor for the benefit of the Holders of all or any series of Securities (as shall be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Issuer or any Guarantor with respect to all or any series of Securities issued under this Indenture (as shall be specified in such supplemental indenture or indentures); or

(3) to add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such supplemental indenture); or

(4) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there are no Outstanding Securities of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; or

(5) to secure or, if applicable, to provide additional security for all or any Securities or Guarantees issued under this Indenture and all or any guarantees, if any, of all or any such Securities and to provide for any and all matters relating thereto, and to provide for the release of any collateral as security for all or any Securities or all or any guarantees, if any, of all or any Securities in accordance with the terms of this Indenture; or

 

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(6) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance, covenant defeasance and/or satisfaction and discharge of any series of Securities pursuant to Article Four, provided that any such action shall not adversely affect the interests of any Holder of a Security of such series or any other Security in any material respect; or

(7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 609; or

(8) to cure any ambiguity, omission, defect or inconsistency or to correct or supplement any provision herein which may be defective or which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or

(9) to change any place or places where the principal of and premium, if any, and interest, if any, on the Securities s shall be payable, the Securities may be surrendered for registration or transfer, the Securities may be surrendered for exchange, and notices and demands upon the Issuer may be served; or

(10) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or

(11) to conform the text of this Indenture, the Guarantees or the Securities to any provision of the “Description of the secured notes” and “Description of the unsecured notes” sections of the prospectus supplement to the extent that such provision in such “Description of the secured notes” or “Description of the unsecured notes” section was intended to be a verbatim recitation of a provision of this Indenture; or

(12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; or

(13) to add additional Guarantees or additional Guarantors in respect of all or any Securities under this Indenture, and to evidence the release and discharge of any Guarantor from its obligations under its Guarantee of any or all Securities and its obligations under this Indenture in respect of any or all Securities in accordance with the terms of this Indenture.

 

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Section 902 Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Issuer and the Trustee, the Issuer (when authorized by or pursuant to a Board Resolution), the Guarantors (each when authorized by or pursuant to a Guarantor’s Board Resolution) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of the Securities of such series or the Guarantees of such Securities or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, that no such supplemental indenture, without the consent of the Holder of each Outstanding Security affected thereby, shall

(1) change the Stated Maturity of the principal of, or installment of interest, if any, on, Securities of any series, or reduce the principal amount thereof or the interest thereon or any premium payable upon redemption thereof, or

(2) change the Currency in which the principal of (and premium, if any) or interest on such Securities are denominated or payable;

(3) adversely affect the right of repayment or repurchase, if any, at the option of the Holder after such obligation arises, or reduce the amount of, or postpone the date fixed for, any payment under any sinking fund or impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);

(4) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or

(5) modify any of the provisions of this Section, Section 513 or Section 1006; or

(6) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities; or

(7) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Securities.

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which shall have been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

 

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Anything in this Indenture to the contrary notwithstanding, if more than one series of Securities is Outstanding, the Issuer and the Guarantors shall be entitled to enter into a supplemental indenture under this Section 902 with respect to any one or more series of Outstanding Securities without entering into a supplemental indenture with respect to any other series of Outstanding Securities.

It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Section 903 Execution of Supplemental Indentures.

As a condition to executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trust created by this Indenture, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the effect that the execution of such supplemental indenture is authorized or permitted by this Indenture and that such supplemental indenture has been duly authorized, executed and delivered by, and is a valid, binding and enforceable obligation of, the Issuer and the Guarantors, subject to customary exceptions. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 904 Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of a Security theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Section 905 Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

Section 906 Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

 

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ARTICLE TEN

COVENANTS

Section 1001 Payment of Principal, Premium, Interest and Additional Amounts.

The Issuer covenants and agrees for the benefit of the Holders of the Securities of each series that it shall pay or cause to be paid the principal of, premium, if any, and interest on the Securities on the dates and in the manner provided in the Securities. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary, holds as of noon Eastern Time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

The Issuer shall pay interest on overdue principal at the rate equal to the then applicable interest rate on Security to the extent lawful; it shall pay interest overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 1002 Maintenance of Office or Agency.

The Issuer shall maintain an office or agency (which may be an office of the Trustee or an Affiliate of the Trustee, Registrar or co-registrar) where any series of Securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuer may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency, for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Unless otherwise provided in or pursuant to this Indenture (including, without limitation, pursuant to Section 301 with respect to the Securities of any series), the Issuer hereby designates the place where the Trustee shall from time to time maintain its Corporate Trust Office as the Issuer’s Office or Agency for such purpose and initially appoints the Trustee as the Security Registrar for each series of Securities and. The Issuer may subsequently appoint a different or additional Office or Agency and, as provided in Section 305, may remove and replace from time to time the Security Registrar.

 

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Section 1003 Money for Securities Payments to Be Held in Trust.

If the Issuer shall at any time act as its own Paying Agent with respect to any series of Securities, it shall, on or before each due date of the principal of, any premium or interest on, or any Additional Amounts with respect to any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the Currency or Currencies in which the Securities of such series are payable sufficient to pay the principal, any premium, interest and Additional Amounts, as the case may be, so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and shall promptly notify the Trustee of its action or failure so to act.

Whenever the Issuer shall have one or more Paying Agents for any series of Securities, it shall, on or prior to each due date of the principal of, or any premium or interest on or any Additional Amounts with respect to, any Securities of such series, deposit with any Paying Agent a sum (in the Currency or Currencies described in the preceding paragraph) sufficient to pay the principal, premium, interest and Additional Amounts, as the case may be, so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of its action or failure so to act.

The Issuer shall cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall:

(1) hold all sums held by it for the payment of the principal of, any premium or interest on or any Additional Amounts with respect to Securities of such series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as provided in or pursuant to this Indenture;

(2) give the Trustee notice of any default by the Issuer (or any other obligor upon the Securities of such series) in the making of any payment of principal, any premium or interest on or any Additional Amounts with respect to the Securities of such series; and

(3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.

Except as otherwise provided herein or pursuant hereto, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, any premium or interest on or any Additional Amounts with respect to any Security of any series and remaining unclaimed for two years after such principal or such premium or interest or

 

57

Additional Amount shall have become due and payable shall be paid to the Issuer on Issuer Request (or if deposited by a Guarantor, paid to such Guarantor on Guarantor Request) or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuer or such Guarantor, as the case may be, for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease.

Section 1004 Additional Amounts.

If any Securities of a series provide for the payment of Additional Amounts by the Issuer, the Issuer agrees to pay to the Holder of any such Security Additional Amounts as provided in or pursuant to this Indenture or such Securities; and, if the Guarantee of the Securities of a series provides for the payment of Additional Amounts by any Guarantor of the Securities of such series, each such Guarantor agrees, severally and not jointly, to pay to the Holder of any such Security Additional Amounts as provided in or pursuant to this Indenture or its Guarantee of such Security. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.

Section 1005 Legal Existence.

Subject to Article Eight, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence as any type of Corporation (it being understood that nothing in this Section 1005 shall prohibit the Issuer from changing its legal form from one type of Corporation to another type of Corporation).

Section 1006 Waiver of Certain Covenants.

The Issuer may omit in any particular instance to comply with any term, provision or condition set forth in Sections 801, 802, 1002, 1003 or 1005 with respect to the Securities of any series and, if expressly provided pursuant to Section 301 with respect to the Securities of such series, any additional covenants applicable to the Securities of such series if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series, by Act of such Holders, either shall waive such compliance in such instance or generally shall have waived compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Issuer and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

 

58

Section 1007 Issuer Statement as to Compliance.

The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officer’s Certificate stating whether or not, to the best of his or her knowledge, the Issuer is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to notice requirements or periods of grace) and if the Issuer shall be in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge.

Section 1008 Guarantor Statement as to Compliance.

Each Guarantor shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officer’s Certificate stating whether or not, to the best of his or her knowledge, such Guarantor is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to notice requirements or periods of grace) and if such Guarantor shall be in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

Section 1101 Applicability of Article.

Redemption of Securities of any series at the option of the Issuer as permitted or required by the terms of such Securities shall be made in accordance with the terms of such Securities and (except as otherwise provided herein or pursuant hereto) this Article.

Section 1102 Election to Redeem; Notice to Trustee.

The election of the Issuer to redeem any Securities shall be evidenced by or pursuant to a Board Resolution or an Officer’s Certificate or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Issuer of less than all of the Securities of any series, the Issuer shall, at least 60 days prior to the Redemption Date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed.

In the case of any redemption of Securities (A) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture or (B) pursuant to an election of the Issuer which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Issuer shall furnish to the Trustee an Officer’s Certificate evidencing compliance with such restriction or condition.

Section 1103 Selection by Trustee of Securities to be Redeemed.

If less than all of the Securities of any series are to be redeemed (unless all of the Securities of such series and of a special tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more

 

59

than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such series, not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions of the principal amount of Securities of such series; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Security of such series not redeemed to less than the minimum denomination for a Security of such series established herein or pursuant hereto.

The Trustee shall promptly notify the Issuer and the Security Registrar (if other than itself) in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal of such Securities which has been or is to be redeemed.

Section 1104 Notice of Redemption.

Notice of redemption shall be given in the manner provided in Section 106, not less than 30 nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in the Securities to be redeemed, to the Holders of Securities to be redeemed. Failure to give notice in the manner herein provided to the Holder of any Securities designated for redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Securities or portions thereof.

Any notice that provided to the Holder of any Securities in the manner herein provided shall be conclusively presumed to have been duly given, whether or not such Holder receives the notice.

All notices shall identify the Securities to be redeemed and shall state:

(1) the Redemption Date;

(2) the Redemption Price;

(3) if any Security is to be redeemed in part only, the portion of the principal amount of that Security that is to be redeemed and that, after the Redemption Date upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion of the original Security representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Securities upon cancellation of the original Security;

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

 

60

(6) that, unless the Issuer defaults in making such redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date;

(7) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(8) that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN number, if any, listed in such notice or printed on the Securities; and

A notice of redemption published as contemplated by Section 106 need not identify particular Securities to be redeemed.

Notice of redemption of Securities to be redeemed at the election of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer.

Section 1105 Deposit of Redemption Price.

On or prior to any Redemption Date, the Issuer shall deposit, with respect to the Securities of any series called for redemption pursuant to Section 1104, with the Trustee or with a Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the applicable Currency or, if the Redemption Price shall be payable in cash, securities and/or other property, an amount of money in the applicable Currency, securities and/or other property, as the case may be, sufficient to pay the Redemption Price of, and (unless otherwise specified pursuant to Section 301 with respect to the Securities of such series) any accrued interest on, all such Securities or portions thereof which are to be redeemed on that date.

Section 1106 Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Issuer shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Issuer at the Redemption Price, together, if applicable, with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307; provided further that, unless otherwise specified as contemplated by Section 301, if the Redemption Date is after a Regular Record Date and on or prior to the Interest Payment Date, the accrued and unpaid interest shall be payable to the Holder of the redeemed Securities registered on the relevant Regular Record Date.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium, until paid, shall bear interest from the Redemption Date at the rate prescribed therefor in the Security or, if no rate is prescribed therefor in the Security, at the rate of interest, if any, borne by such Security.

 

61

Section 1107 Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

ARTICLE TWELVE

SINKING FUNDS

Section 1201 Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise permitted or required in or pursuant to this Indenture or any Security of such series issued pursuant to this Indenture.

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of such series is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series and this Indenture.

Section 1202 Satisfaction of Sinking Fund Payments with Securities.

The Issuer (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Issuer pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

 

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ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS

Section 1301 Applicability of Article.

Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance with the terms of the Securities of such series. The repayment of any principal amount of Securities pursuant to such option of the Holder to require repayment of Securities before their Stated Maturity, for purposes of Section 309, shall not operate as a payment, redemption or satisfaction of the indebtedness represented by such Securities unless and until the Issuer, at its option, shall deliver or surrender the same to the Trustee with a directive that such Securities be cancelled. Notwithstanding anything to the contrary contained in this Section 1301, in connection with any repayment of Securities, the Issuer may arrange for the purchase of any Securities by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to the Holders of such Securities on or before the applicable repayment date an amount not less than the repayment price payable by the Issuer on repayment of such Securities, and the obligation of the Issuer to pay the repayment price of such Securities shall be satisfied and discharged to the extent such payment is so paid by such purchasers.

Unless otherwise expressly stated in this Indenture or pursuant to Section 301 with respect to the Securities of any series or unless the context otherwise requires, all references in this Indenture to the repayment of Securities at the option of the Holders thereof (and all references of like import) shall be deemed to include a reference to the repurchase or redemption of Securities at the option of the Holders thereof.

ARTICLE FOURTEEN

SECURITIES IN FOREIGN CURRENCIES

Section 1401 Applicability of Article.

Whenever this Indenture provides for (i) any action by, or the determination of any of the rights of, Holders of Securities of any series in which not all of such Securities are denominated in the same Currency or (ii) any distribution to Holders of Securities of any series in which not all of such Securities are denominated in the same Currency, in the absence of any provision to the contrary in or pursuant to this Indenture or the Securities of such series, any amount in respect of any Security denominated in a Currency other than Dollars shall be treated for any such action, determination or distribution as that amount of Dollars that could be obtained for such amount on such reasonable basis of exchange and as of the record date with respect to Securities of such series (if any) for such action, determination or distribution (or, if there shall be no applicable record date, such other date reasonably proximate to the date of such distribution) as the Issuer may specify in a written notice to the Trustee.

 

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ARTICLE FIFTEEN

GUARANTEES

Section 1501 Guarantees.

The Securities of each series shall be guaranteed by such Guarantors, and on such terms and subject to such conditions, as shall be established pursuant to Section 301 with respect to the Securities of such series. The Persons who shall initially be the Guarantors of the Securities of any series may, but need not, include any or all of the Initial Guarantors and may include any and all such other Persons as the Issuer may determine; provided that prior to the initial issuance of Securities that are to be guaranteed by a Person that is not an Initial Guarantor (or, if provided by the terms of this Indenture, a successor to an Initial Guarantor), the parties hereto and such Person shall enter into a supplemental indenture pursuant to Section 901 hereof whereby such Person shall become a Guarantor under this Indenture.

Anything in this Indenture, the Securities or any Guarantee to the contrary notwithstanding, the obligations of each Guarantor under its Guarantees and this Indenture shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor, result in the obligations of such Guarantor under its Guarantees and this Indenture not constituting a fraudulent advance or fraudulent transfer under any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or other law affecting the rights of creditors generally.

No Guarantee shall be valid and obligatory for any purpose with respect to any Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee.

ARTICLE SIXTEEN

SECURITY

Section 1601 Security.

If so provided pursuant to Section 301 with respect to the Securities of any series, the Securities of such series and/or the Guarantees of such Securities may be secured by such property, assets or other collateral as may be specified in or pursuant to Section 301. Any and all terms and provisions applicable to the security for the Securities of such series and/or such Guarantees shall also be provided in or pursuant to Section 301, which may include, without limitation, provisions for the execution and delivery of such security agreements, pledge agreements, collateral agreements and other similar or related agreements as the Issuer or any Guarantor may elect and which may provide for the Trustee to act as collateral agent or in a similar or other capacity. The Trustee shall comply with Sections 313(a)(5) and (6) and 313(b)(1) of the Trust Indenture Act and the Issuer and, if applicable, any Guarantor that has pledged collateral to secure its Guarantee shall comply with Sections 314(b), 314(c) and 314(d) of the Trust Indenture Act, in each case in respect of any secured Securities and/or Guarantees that may be Outstanding hereunder from time to time.

 

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*    *    *    *    *

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

 

HCA INC.
By:  

/s/ David G. Anderson

  Name:   David G. Anderson
  Title:   Senior Vice President – Finance and Treasurer

HCA HOLDINGS, INC.,

as Initial Guarantor

By:  

/s/ David G. Anderson

  Name:   David G. Anderson
  Title:   Senior Vice President – Finance and Treasurer

Signature Page to Base Indenture

LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee
By:  

/s/ James D. Heaney

  Name:   James D. Heaney
  Title:   Managing Director

Signature Page to Indenture

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Registrar and Transfer Agent
By: Deutsche Bank National Trust Company
By:  

/s/ Wanda Camacho

  Name:   Wanda Camacho
  Title:   Vice President
By:  

/s/ Jeffrey Schoenfeld

  Name:   Jeffrey Schoenfeld
  Title:   Associate

Signature Page to Indenture

SCHEDULE 1

Initial Guarantors

HCA Holdings, Inc.

 

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EX-5.1 3 d572895dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

LOGO

Writer’s Direct Dial: +1 212 225 2632

                                         E-Mail: dlopez@cgsh.com

August 9, 2018                

HCA Healthcare, Inc.

HCA Inc.

c/o HCA Healthcare, Inc.

One Park Plaza

Nashville, Tennessee 37203

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to HCA Healthcare, Inc. (formerly known as HCA Holdings, Inc.), a Delaware corporation (“Holdings”), and HCA Inc., a Delaware corporation (the “Company” and, together with Holdings, the “Issuers”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of the registration statement on Form S-3 (including the documents incorporated therein by reference, the “Registration Statement”) of the Issuers and the entities listed in the Table of Additional Registrant Guarantors in the Registration Statement (the “Subsidiary Guarantors”), relating to the offering from time to time, together or separately in one or more series (if applicable), of (i) shares of Holdings’ common stock, par value $0.01 per share (the “Common Stock”); (ii) shares of Holdings’ preferred stock, par value $0.01 per share (the “Preferred Stock”); (iii) debt securities of the Issuers (the “Debt Securities”); and (iv) guarantees by Holdings, the Company or the Subsidiary Guarantors (collectively, in such capacity, the “Guarantors”) of the Debt Securities (the “Guarantees”). The Common Stock, Preferred Stock, Debt Securities and Guarantees are referred to herein collectively as the “Securities.”

The Securities being registered under the Registration Statement will have an indeterminate aggregate initial offering price and will be offered on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Securities Act.

The Debt Securities may be secured or unsecured. Any Debt Securities issued by Holdings may be guaranteed by some or all of the Guarantors. Any Debt Securities issued by the Company will be guaranteed by Holdings and may be guaranteed by some or all of the Subsidiary Guarantors. Any Debt Securities issued by Holdings and the related Guarantees, if any, may be issued pursuant to an indenture dated as of December 6, 2012 (the “2012 Indenture”) entered into among Holdings, Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as trustee, and Deutsche Bank Trust Company Americas, as registrar, paying agent and transfer agent, or another indenture that may be entered into between Holdings, some or all of the Guarantors and a trustee (as amended or supplemented, including to provide for Guarantees of any Debt Securities, the 2012 Indenture and such other indenture or indentures, each, a “Holdings Indenture”). Any Debt Securities issued by the Company, the related Guarantee by Holdings and the related Guarantees by the Subsidiary Guarantors, if any, may be issued pursuant to an indenture dated as of August 1, 2011 (the “2011 Indenture”), entered into among the Company, Holdings and Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as trustee, and Deutsche Bank Trust Company Americas, as registrar, paying agent, and transfer agent, or another indenture that may be entered into between the Company, Holdings, some or all of the Subsidiary Guarantors and a trustee (as amended or supplemented, including to provide for Guarantees by the Subsidiary Guarantors of any Debt Securities, the 2011 Indenture and such other indenture or indentures, each, a “Company Indenture” and, together with each Holdings Indenture, each an “Indenture”).

 

Cleary Gottlieb Steen & Hamilton LLP or an affiliated entity has an office in each of the cities listed above.

HCA Healthcare, Inc.

HCA Inc., p. 2

 

In arriving at the opinions expressed below, we have reviewed the following documents:

 

  (a)

the Registration Statement;

 

  (b)

executed copies of the 2012 Indenture and the 2011 Indenture, filed or incorporated by reference as Exhibits 4.5 and 4.6 to the Registration Statement, respectively;

 

  (c)

a copy of the Specimen Common Stock Certificate, incorporated by reference as Exhibit 4.1 to the Registration Statement;

 

  (d)

copies of the Holdings’ Amended and Restated Certificate of Incorporation and Second Amended and Restated By-Laws certified by the Secretary of State of the State of Delaware and the corporate secretary of Holdings, respectively; and

 

  (e)

copies of the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws certified by the Secretary of State of the State of Delaware and the corporate secretary of the Company, respectively.

In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Issuers and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.

In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that:

 

  1.

The Common Stock will be validly issued by Holdings, fully paid and nonassessable.

 

  2.

The Preferred Stock will be validly issued by Holdings, fully paid and nonassessable.

 

  3.

The Debt Securities will be the valid, binding and enforceable obligations of the applicable Issuer, entitled to the benefits of the applicable Indenture.

 

  4.

The Guarantees will be the valid, binding and enforceable obligations of the applicable Guarantor, entitled to the benefits of the applicable Indenture.

Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of any Issuer or any Guarantor, (a) we have assumed that such Issuer or such Guarantor and each other party to such agreement or obligation has satisfied or, prior to the issuance of the Securities, will satisfy, those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it and (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.

In rendering the opinions expressed above, we have further assumed that (i) prior to the issuance of the Securities, the applicable Issuer (and each Guarantor, if any) will authorize the offering and issuance of the Securities and will duly authorize, approve and establish the final terms and conditions thereof, which terms will conform to the descriptions thereof in the Registration Statement and any applicable prospectus supplement and, in the case of the Debt Securities and the Guarantees, to the terms of the applicable Indenture, and will not violate any applicable law, conflict with any matter of public policy, result in a default under or breach of any agreement or instrument binding upon such Issuer (or any such Guarantor) or violate any requirement or restriction imposed by any court or governmental body having jurisdiction over such Issuer (or such Guarantor); (ii) prior to the issuance of the Securities, the Board of Directors of the Holdings will duly authorize, establish and approve the terms of the Preferred Stock as contemplated by the Company’s Amended and Restated Certificate of Incorporation, and the

HCA Healthcare, Inc.

HCA Inc., p. 3

 

applicable Issuer (and each Guarantor, if applicable) will duly authorize, execute and deliver the applicable Indenture, any applicable Guarantees and any other agreement necessary with respect to the Securities or contemplated by such Securities, any agreement governing those Securities or the Registration Statement, will establish any forms of such Securities as necessary or contemplated by any such Indenture or other agreement or by law, and will take any other appropriate additional corporate action, and any Indenture will conform to one of the Indentures filed or incorporated by reference as an exhibit to the Registration Statement; (iii) any agreement governing the Securities and any instruments evidencing the Securities will be governed by New York law; (iv) the Securities will be offered, issued, sold and delivered in compliance with applicable law and any requirements therefor set forth in any corporate action authorizing such Securities and any agreement governing such Securities and in the manner contemplated by the Registration Statement; (v) the Securities will be offered, sold and delivered to, and paid for by, the purchasers thereof at the price specified in, and in accordance with the terms of, an agreement or agreements duly authorized, executed and delivered by the parties thereto, which price, in the case of Common Stock or Preferred Stock, shall not be less than the par value thereof; and (vi) if issued in certificated form, certificates representing the Securities will be duly executed and delivered and, to the extent required by any applicable agreement, duly authenticated or countersigned, and if issued in book-entry form, the Securities will be duly registered to the extent required by any applicable agreement.

In rendering the opinions expressed in paragraphs 3 and 4 above, we have assumed that each series of Debt Securities (and related Guarantees) will be issued with an original aggregate principal amount (or in the case of Debt Securities issued at an original issue discount, an aggregate issue price) of $2,500,000 or more.

We note that any designation in the Securities or any applicable agreement governing those Securities of the U.S. federal courts sitting in New York City as the venue for actions or proceedings relating to such Securities or agreement (notwithstanding any waiver thereof) is subject to the power of such courts to transfer actions pursuant to 28 U.S.C. §1404(a) or to dismiss such actions or proceedings on the grounds that such a federal court is an inconvenient forum for such an action or proceeding.

We note that by statute New York provides that a judgment or decree rendered in a currency other than the currency of the United States shall be converted into U.S. dollars at the rate of exchange prevailing on the date of entry of the judgment or decree. There is no corresponding federal statute and no controlling federal court decision on this issue. Accordingly, we express no opinion as to whether a federal court would award a judgment in a currency other than U.S. dollars or, if it did so, whether it would order conversion of the judgment into U.S. dollars. In addition, to the extent that any Securities or applicable agreement governing those Securities includes a provision relating to indemnification against any loss in obtaining currency due from a court judgment in another currency, we express no opinion as to the enforceability of such provision.

The foregoing opinions are limited to the law of the State of New York and the General Corporation Law of the State of Delaware.

We hereby consent to the use of our name in the prospectus constituting a part of the Registration Statement under the heading “Legal Matters” and in any prospectus supplement related thereto as counsel for the Company that has passed on the validity of the Securities, and to the use of this opinion as a part (Exhibit 5.1) of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. The opinions expressed herein are rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.

 

Very truly yours,

 

CLEARY GOTTLIEB STEEN & HAMILTON LLP

 

By:  

/s/ David Lopez

  David Lopez, a Partner
 EX-12.1 4 d572895dex121.htm EX-12.1 EX-12.1

Exhibit 12.1

HCA Healthcare, Inc.    

Ratio of Earnings to Fixed Charges    

(Dollars in millions)    

 

     Six Months Ended June 30,      Year Ended December 31,  
     2018      2017      2017      2016      2015      2014      2013  

Earnings:

                     

Income before income taxes

    $ 2,777      $ 2,226      $ 4,381      $ 4,810      $ 3,957      $ 3,481      $ 2,946  

Fixed Charges, exclusive of capitalized interest

      994        946        1,931        1,933        1,882        1,937        2,032  
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  
   $ 3,771      $ 3,172      $ 6,312      $ 6,743      $ 5,839      $ 5,418      $ 4,978  
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  

Fixed Charges:

                     

Interest charged to expense

    $ 867      $ 830      $ 1,690      $ 1,707      $ 1,665      $ 1,743      $ 1,848  

Interest factor on rental expense

      127        116        241        226        217        194        184  
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  
     994        946        1,931        1,933        1,882        1,937        2,032  

Interest capitalized

      21        19        36        37        30        25        30  
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  
   $ 1,015      $ 965      $ 1,967      $ 1,970      $ 1,912      $ 1,962      $ 2,062  
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  

Ratio of earnings to fixed charges

      3.71        3.29        3.21        3.42        3.05        2.76        2.41  
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  
 EX-23.2 5 d572895dex232.htm EX-23.2 EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of HCA Healthcare, Inc. for the registration of common stock, preferred stock and debt securities and to the incorporation by reference therein of our reports dated February 23, 2018, with respect to the consolidated financial statements of HCA Healthcare, Inc. and the effectiveness of internal control over financial reporting of HCA Healthcare, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2017, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Nashville, Tennessee

August 8, 2018

EX-25.1 6 d572895dex251.htm EX-25.1 EX-25.1

Exhibit 25.1

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-1

 

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

☐

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

 

 

Delaware Trust Company

(Exact name of trustee as specified in its charter)

 

 

 

Delaware   51-0011500

(Jurisdiction of incorporation or

organization if not a U.S. national bank)

  

(I.R.S. Employer

Identification No.)

251 Little Falls Drive

Wilmington, Delaware

   19808
(Address of principal executive offices)   (Zip code)

Corporation Service Company

251 Little Falls Drive

Wilmington, Delaware

(800) 927-9801

(Name, address and telephone number of agent for service)

 

 

HCA Healthcare, Inc.*

(Exact name of obligor as specified in its charter)

 

 

 

Delaware   27-3865930

(State or other jurisdiction of

incorporation of organization)

  

(I.R.S. Employer

Identification No.)

One Park Plaza

Nashville, TN 37203

Telephone: (615) 344-9551

   37203
(Address of principal executive offices)   (Zip Code)

 

 

HCA Inc.*

(Exact name of obligor as specified in its charter)

 

 

 

Delaware   75-2497104

(State or other jurisdiction of

incorporation of organization)

  

(I.R.S. Employer

Identification No.)

One Park Plaza

Nashville, TN 37203

Telephone: (615) 344-9551

   37203
(Address of principal executive offices)   (Zip Code)

 

 

Debt Securities of HCA Healthcare, Inc.

Debt Securities of HCA Inc.

Guarantee of Debt Securities of HCA Inc.

(Title of the indenture securities)

 

*

The co-obligors listed on the next pages are also included in this Form T-1 as additional obligors

 

 

 

Table of Additional Obligors

 

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

    State or Other
Jurisdiction of
Incorporation or
Organization		    I.R.S.
Employer
Identification
Number		     

Address, Including Zip Code, and
Telephone Number, Including
Area Code, of  Registrant
Guarantor’s Principal
Executive Offices

American Medicorp Development Co.

    Delaware      23-1696018     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Bay Hospital, Inc.

    Florida      62-0976863     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Brigham City Community Hospital, Inc.

    Utah      87-0318837     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Brookwood Medical Center of Gulfport, Inc.

    Mississippi      63-0751470     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Capital Division, Inc.

    Virginia      62-1668319     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Centerpoint Medical Center of Independence, LLC

    Delaware      45-0503121     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Central Florida Regional Hospital, Inc.

    Florida      59-1978725     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Central Shared Services, LLC

    Virginia      76-0771216     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Central Tennessee Hospital Corporation

    Tennessee      62-1620866     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

CHCA Bayshore, L.P.

    Delaware      62-1801359     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

CHCA Conroe, L.P.

    Delaware      62-1801361     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

CHCA Mainland, L.P.

    Delaware      62-1801362     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

CHCA Pearland, L.P.

    Texas      05-0631189     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

CHCA West Houston, L.P.

    Delaware      62-1801363     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

CHCA Woman’s Hospital, L.P.

    Delaware      62-1810381     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Chippenham & Johnston-Willis Hospitals, Inc.

    Virginia      54-1779911     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

    State or Other
Jurisdiction of
Incorporation or
Organization		    I.R.S.
Employer
Identification
Number		     

Address, Including Zip Code, and
Telephone Number, Including
Area Code, of  Registrant
Guarantor’s Principal
Executive Offices

Citrus Memorial Hospital, Inc.

    Florida      47-1455535     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Citrus Memorial Property Management, Inc.

    Florida      47-1521048     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Colorado Health Systems, Inc.

    Colorado      62-1593008     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia ASC Management, L.P.

    California      33-0539838     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Healthcare System of Louisiana, Inc.

    Louisiana      62-1622840     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Jacksonville Healthcare System, Inc.

    Florida      61-1272241     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia LaGrange Hospital, LLC

    Illinois      61-1276162     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Medical Center of Arlington Subsidiary, L.P.

    Texas      62-1682201     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Medical Center of Denton Subsidiary, L.P.

    Texas      62-1682213     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Medical Center of Las Colinas, Inc.

    Texas      62-1650582     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Medical Center of Lewisville Subsidiary, L.P.

    Texas      62-1682210     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Medical Center of McKinney Subsidiary, L.P.

    Texas      62-1682207     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Medical Center of Plano Subsidiary, L.P.

    Texas      62-1682203     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia North Hills Hospital Subsidiary, L.P.

    Texas      62-1682205     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Ogden Medical Center, Inc.

    Utah      62-1650578     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Parkersburg Healthcare System, LLC

    West Virginia      62-1634494     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P.

    Texas      62-1682202     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

    State or Other
Jurisdiction of
Incorporation or
Organization		    I.R.S.
Employer
Identification
Number		     

Address, Including Zip Code, and
Telephone Number, Including
Area Code, of  Registrant
Guarantor’s Principal
Executive Offices

Columbia Rio Grande Healthcare, L.P.

    Delaware      62-1656022     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Riverside, Inc.

    California      62-1664328     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia Valley Healthcare System, L.P.

    Delaware      62-1669572     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia/Alleghany Regional Hospital, Incorporated

    Virginia      54-1761046     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbia/HCA John Randolph, Inc.

    Virginia      61-1272888     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbine Psychiatric Center, Inc.

    Colorado      84-1042212     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Columbus Cardiology, Inc.

    Georgia      58-1941109     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Conroe Hospital Corporation

    Texas      74-2467524     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Cy-Fair Medical Center Hospital, LLC

    Delaware      82-1412000     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Dallas/Ft. Worth Physician, LLC

    Delaware      62-1769694     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Dublin Community Hospital, LLC

    Georgia      58-1431023     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

East Florida — DMC, Inc.

    Florida      47-4597688     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Eastern Idaho Health Services, Inc.

    Idaho      82-0436622     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Edward White Hospital, Inc.

    Florida      59-3089836     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

El Paso Surgicenter, Inc.

    Texas      74-2361005     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Encino Hospital Corporation, Inc.

    California      95-4113862     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

EP Health, LLC

    Delaware      62-1769682     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

    State or Other
Jurisdiction of
Incorporation or
Organization		    I.R.S.
Employer
Identification
Number		     

Address, Including Zip Code, and
Telephone Number, Including
Area Code, of  Registrant
Guarantor’s Principal
Executive Offices

Fairview Park GP, LLC

    Delaware      62-1815913     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Fairview Park, Limited Partnership

    Georgia      62-1817469     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Frankfort Hospital, Inc.

    Kentucky      61-0859329     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Galen Property, LLC

    Virginia      35-2260545     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Good Samaritan Hospital, L.P.

    Delaware      62-1763090     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Goppert-Trinity Family Care, LLC

    Delaware      76-0726651     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

GPCH-GP, Inc.

    Delaware      64-0805500     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Grand Strand Regional Medical Center, LLC

    Delaware      62-1768105     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Green Oaks Hospital Subsidiary, L.P.

    Texas      62-1797829     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Greenview Hospital, Inc.

    Kentucky      61-0724492     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

H2U Wellness Centers, LLC

    Tennessee      80-0183159     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA American Finance LLC

    Delaware      90-0898925     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA — HealthONE LLC

    Colorado      84-1321373     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA — IT&S Field Operations, Inc.

    Delaware      06-1795732     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA — IT&S Inventory Management, Inc.

    Delaware      06-1796286     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA Central Group, Inc.

    Tennessee      02-0762180     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA Health Services of Florida, Inc.

    Florida      62-1113740     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

    State or Other
Jurisdiction of
Incorporation or
Organization		    I.R.S.
Employer
Identification
Number		     

Address, Including Zip Code, and
Telephone Number, Including
Area Code, of  Registrant
Guarantor’s Principal
Executive Offices

HCA Health Services of Louisiana, Inc.

    Louisiana      62-1113736     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA Health Services of Tennessee, Inc.

    Tennessee      62-1113737     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA Health Services of Virginia, Inc.

    Virginia      62-1113733     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA Management Services, L.P.

    Delaware      62-1778108     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA Pearland GP, Inc.

    Texas      11-3767030     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA Realty, Inc.

    Tennessee      62-1106160     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HCA SFB 1 LLC

    Delaware      80-0915691     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HD&S Corp. Successor, Inc.

    Florida      62-1657694     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Health Midwest Office Facilities Corporation

    Missouri      43-1175071     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Health Midwest Ventures Group, Inc.

    Missouri      43-1315348     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HealthTrust Workforce Solutions, LLC

    Tennessee      38-3856554     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Hendersonville Hospital Corporation

    Tennessee      62-1321255     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Hospital Corporation of Tennessee

    Tennessee      62-1124446     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Hospital Corporation of Utah

    Utah      87-0322019     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Hospital Development Properties, Inc.

    Delaware      62-1321246     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Houston NW Manager, LLC

    Delaware      82-1384069     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Houston – PPH, LLC

    Delaware      82-1635538     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

    State or Other
Jurisdiction of
Incorporation or
Organization		    I.R.S.
Employer
Identification
Number		     

Address, Including Zip Code, and
Telephone Number, Including
Area Code, of  Registrant
Guarantor’s Principal
Executive Offices

HPG Enterprises, LLC

    Delaware      62-1778113     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HSS Holdco, LLC

    Delaware      62-1839825     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HSS Systems, LLC

    Delaware      62-1804834     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HSS Virginia, L.P.

    Virginia      62-1848294     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HTI Memorial Hospital Corporation

    Tennessee      62-1560757     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

HTI MOB, LLC

    Delaware      62-1824860     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Integrated Regional Lab, LLC

    Florida      36-4576441     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Integrated Regional Laboratories, LLP

    Delaware      62-1687140     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

JFK Medical Center Limited Partnership

    Delaware      62-1694180     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

JPM AA Housing, LLC

    Florida      81-4786450     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

KPH-Consolidation, Inc.

    Texas      62-1619857     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Lakeview Medical Center, LLC

    Delaware      62-1762416     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Largo Medical Center, Inc.

    Florida      62-1026428     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Las Vegas Surgicare, Inc.

    Nevada      75-1890731     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Lawnwood Medical Center, Inc.

    Florida      59-1764486     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Lewis-Gale Hospital, Incorporated

    Virginia      54-0218835     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Lewis-Gale Medical Center, LLC

    Delaware      62-1760148     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

    State or Other
Jurisdiction of
Incorporation or
Organization		    I.R.S.
Employer
Identification
Number		     

Address, Including Zip Code, and
Telephone Number, Including
Area Code, of  Registrant
Guarantor’s Principal
Executive Offices

Lewis-Gale Physicians, LLC

    Virginia      06-1755234     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Lone Peak Hospital, Inc.

    Utah      25-1925376     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Los Robles Regional Medical Center

    California      95-2321136     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Management Services Holdings, Inc.

    Delaware      62-1874287     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Marietta Surgical Center, Inc.

    Georgia      58-1539547     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Marion Community Hospital, Inc.

    Florida      59-1479652     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

MCA Investment Company

    California      33-0539836     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Medical Centers of Oklahoma, LLC

    Delaware      62-1771846     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Medical Office Buildings of Kansas, LLC

    Delaware      62-1789791     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

MediCredit, Inc.

    Missouri      43-1123539     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Memorial Healthcare Group, Inc.

    Florida      59-3283127     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Midwest Division — ACH, LLC

    Delaware      48-1301811     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Midwest Division — LRHC, LLC

    Delaware      48-1301817     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Midwest Division — LSH, LLC

    Delaware      45-0503141     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Midwest Division — MCI, LLC

    Delaware      45-0503127     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Midwest Division — MMC, LLC

    Delaware      48-1301826     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Midwest Division — OPRMC, LLC

    Delaware      45-0503116     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

    State or Other
Jurisdiction of
Incorporation or
Organization		    I.R.S.
Employer
Identification
Number		     

Address, Including Zip Code, and
Telephone Number, Including
Area Code, of  Registrant
Guarantor’s Principal
Executive Offices

Midwest Division — PFC, LLC

    Delaware      48-1302330     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Midwest Division — RBH, LLC

    Missouri      20-0851062     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Midwest Division — RMC, LLC

    Delaware      54-2092552     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Midwest Holdings, Inc.

    Delaware      11-3676736     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Montgomery Regional Hospital, Inc.

    Virginia      54-0889154     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Mountain Division — CVH, LLC

    Utah      47-1210615     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Mountain View Hospital, Inc.

    Utah      87-0333048     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Nashville Shared Services General Partnership

    Delaware      62-1841237     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

National Patient Account Services, Inc.

    Texas      62-1645596     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

New Iberia Healthcare, LLC

    Louisiana      58-1741846     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

New Port Richey Hospital, Inc.

    Florida      59-2047041     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

New Rose Holding Company, Inc.

    Colorado      62-1617432     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

North Florida Immediate Care Center, Inc.

    Florida      58-2075775     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

North Florida Regional Medical Center, Inc.

    Florida      61-1269294     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

North Houston — TRMC, LLC

    Delaware      82-1349955     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

North Texas — MCA, LLC

    Texas      46-4027347     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Northern Utah Healthcare Corporation

    Utah      62-1650573     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

    State or Other
Jurisdiction of
Incorporation or
Organization		    I.R.S.
Employer
Identification
Number		     

Address, Including Zip Code, and
Telephone Number, Including
Area Code, of  Registrant
Guarantor’s Principal
Executive Offices

Northern Virginia Community Hospital, LLC

    Virginia      04-3665595     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Northlake Medical Center, LLC

    Georgia      58-2433434     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Notami Hospitals of Louisiana, Inc.

    Louisiana      95-4176923     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Notami Hospitals, LLC

    Delaware      62-1761993     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Okaloosa Hospital, Inc.

    Florida      59-1836808     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Okeechobee Hospital, Inc.

    Florida      59-1833934     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Oklahoma Holding Company, LLC

    Delaware      81-4288717     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Outpatient Cardiovascular Center of Central Florida, LLC

    Delaware      52-2448149     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Outpatient Services Holdings, Inc.

    Delaware      20-0629512     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Oviedo Medical Center, LLC

    Florida      46-4660005     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Palms West Hospital Limited Partnership

    Delaware      62-1694178     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Parallon Business Solutions, LLC

    Tennessee      90-0734008     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Parallon Enterprises, LLC

    Tennessee      30-0705198     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Parallon Health Information Solutions, LLC

    Tennessee      61-1664600     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Parallon Holdings, LLC

    Delaware      62-1804832     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Parallon Payroll Solutions, LLC

    Tennessee      36-4713969     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Parallon Physician Services, LLC

    Tennessee      35-2426398     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

    State or Other
Jurisdiction of
Incorporation or
Organization		    I.R.S.
Employer
Identification
Number		     

Address, Including Zip Code, and
Telephone Number, Including
Area Code, of  Registrant
Guarantor’s Principal
Executive Offices

Pasadena Bayshore Hospital, Inc.

    Texas      74-1616679     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

PatientKeeper, Inc.

    Delaware      04-3377393     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Pearland Partner, LLC

    Delaware      33-1130044     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Plantation General Hospital, L.P.

    Delaware      62-1372389     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Plaza Specialty Hospital, LLC

    Delaware      82-1629253     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Poinciana Medical Center, Inc.

    Florida      90-0811360     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Primary Health, Inc.

    Texas      75-2473418     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

PTS Solutions, LLC

    Tennessee      30-0705195     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Pulaski Community Hospital, Inc.

    Virginia      54-0941129     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Putnam Community Medical Center of North Florida, LLC

    Florida      47-2762362     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Redmond Park Hospital, LLC

    Georgia      58-1123037     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Redmond Physician Practice Company

    Georgia      62-1662134     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Reston Hospital Center, LLC

    Delaware      62-1777534     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Retreat Hospital, LLC

    Virginia      61-1272890     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Rio Grande Regional Hospital, Inc.

    Texas      61-1276564     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Riverside Healthcare System, L.P.

    California      33-0751869     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Riverside Hospital, Inc.

    Delaware      74-2600687     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

    State or Other
Jurisdiction of
Incorporation or
Organization		    I.R.S.
Employer
Identification
Number		     

Address, Including Zip Code, and
Telephone Number, Including
Area Code, of  Registrant
Guarantor’s Principal
Executive Offices

Samaritan, LLC

    Delaware      62-1762605     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

San Jose Healthcare System, LP

    Delaware      77-0498674     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

San Jose Hospital, L.P.

    Delaware      62-1763091     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

San Jose Medical Center, LLC

    Delaware      62-1762609     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

San Jose, LLC

    Delaware      62-1756992     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Sarah Cannon Research Institute, LLC

    Delaware      20-1557751     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Sarasota Doctors Hospital, Inc.

    Florida      61-1258724     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Savannah Health Services, LLC

    Delaware      82-1969974     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

SCRI Holdings, LLC

    Delaware      59-3830450     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Sebring Health Services, LLC

    Delaware      82-2084329     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

SJMC, LLC

    Delaware      62-1762613     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Southeast Georgia Health Services, LLC

    Delaware      81-4223395     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Southern Hills Medical Center, LLC

    Nevada      74-3048428     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Southpoint, LLC

    Tennessee      90-1021429     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Spalding Rehabilitation L.L.C

    Delaware      84-1321505     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Spotsylvania Medical Center, Inc.

    Virginia      06-1760818     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Spring Branch Medical Center, Inc.

    Texas      61-1261492     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

    State or Other
Jurisdiction of
Incorporation or
Organization		    I.R.S.
Employer
Identification
Number		     

Address, Including Zip Code, and
Telephone Number, Including
Area Code, of  Registrant
Guarantor’s Principal
Executive Offices

Spring Hill Hospital, Inc.

    Tennessee      84-1706716     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

SSHR Holdco, LLC

    Delaware      81-4663524     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Sun City Hospital, Inc.

    Florida      59-2822337     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Sunrise Mountainview Hospital, Inc.

    Nevada      62-1600397     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Surgicare of Brandon, Inc.

    Florida      58-1819994     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Surgicare of Florida, Inc.

    Florida      95-3947578     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Surgicare of Houston Women’s, Inc.

    Texas      72-1563673     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Surgicare of Manatee, Inc.

    Florida      75-2364410     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Surgicare of Newport Richey, Inc.

    Florida      75-2243308     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Surgicare of Palms West, LLC

    Florida      20-1008436     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Surgicare of Riverside, LLC

    California      26-0047096     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Tallahassee Medical Center, Inc.

    Florida      62-1091430     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

TCMC Madison-Portland, Inc.

    Tennessee      76-0811731     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Terre Haute Hospital GP, Inc.

    Delaware      62-1861156     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Terre Haute Hospital Holdings, Inc.

    Delaware      62-1861158     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Terre Haute MOB, L.P.

    Indiana      76-0775694     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Terre Haute Regional Hospital, L.P.

    Delaware      35-1461805     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

    State or Other
Jurisdiction of
Incorporation or
Organization		    I.R.S.
Employer
Identification
Number		     

Address, Including Zip Code, and
Telephone Number, Including
Area Code, of  Registrant
Guarantor’s Principal
Executive Offices

The Outsource Group, Inc.

    Missouri      43-1749862     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

The Regional Health System of Acadiana, LLC

    Louisiana      58-1741727     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Timpanogos Regional Medical Services, Inc.

    Utah      62-1831495     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Trident Medical Center, LLC

    Delaware      62-1768106     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

U.S. Collections, Inc.

    Delaware      11-3736607     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Utah Medco, LLC

    Delaware      62-1769672     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

VH Holdco, Inc.

    Nevada      62-1749073     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

VH Holdings, Inc.

    Nevada      62-1720399     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Virginia Psychiatric Company, Inc.

    Virginia      62-1410313     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Vision Consulting Group, LLC

    Delaware      27-1137639     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Vision Holdings, LLC

    Tennessee      80-0780794     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

W & C Hospital, Inc.

    Texas      61-1259838     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Walterboro Community Hospital, Inc.

    South
Carolina		      57-0712623     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

WCP Properties, LLC

    Tennessee      90-1018963     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Weatherford Health Services, LLC

    Delaware      82-2073410     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Wesley Medical Center, LLC

    Delaware      62-1762545     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

West Florida — MHT, LLC

    Florida      36-4764806     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Exact Name of Registrant Guarantor as

Specified in its Charter (or Other

Organizational Document)

    State or Other
Jurisdiction of
Incorporation or
Organization		    I.R.S.
Employer
Identification
Number		     

Address, Including Zip Code, and
Telephone Number, Including
Area Code, of  Registrant
Guarantor’s Principal
Executive Offices

West Florida — PPH, LLC

    Florida      80-0935610     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

West Florida — TCH, LLC

    Florida      80-0935908     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

West Florida Regional Medical Center, Inc.

    Florida      59-1525468     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

West Valley Medical Center, Inc.

    Idaho      36-3525049     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Western Plains Capital, Inc.

    Nevada      62-1727347     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

WHMC, Inc.

    Texas      61-1261485     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Woman’s Hospital of Texas, Incorporated

    Texas      74-1991424     

One Park Plaza

Nashville, TN 37203

(615) 344-9551

Item 1.

General Information.

Furnish the following information as to the trustee:

 

(a)    Name and address of each examining or supervising authority to which it is subject.
   Office of the State Banking Commissioner
   State of Delaware
   555 East Loockerman Street
Dover, DE 19901
(b)    Whether it is authorized to exercise corporate trust powers.
   The trustee is authorized to exercise corporate trust powers.

 

Item 2.

Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

Items 3-14.

No responses are included for Items 3–14 because the obligor is not in default as provided under Item 13.

 

Item 15.

Foreign Trustee.

Not applicable.

 

Item 16.

List of Exhibits

 

  List below all exhibits filed as a part of this Statement of Eligibility.
Exhibit 1.   A copy of the Articles of Association of the trustee now in effect is contained in the Certificate of Incorporation.
Exhibit 2.   A copy of the Certificate of Incorporation.
Exhibit 3.   See Exhibit 2.
Exhibit 4.   A copy of by-laws of the trustee as now in effect.
Exhibit 5.   Not applicable.
Exhibit 6.   The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.   A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.   Not applicable.
Exhibit 9.   Not applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Delaware Trust Company, a non-depository trust company and corporation duly organized and existing under the laws of Delaware, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 6th day of August 2018.

DELAWARE TRUST COMPANY

/s/ William G. Popeo                                

Name: William G. Popeo

Title: President & CEO

EXHIBIT 2

 

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EXHIBIT 6

August 6, 2018

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

DELAWARE TRUST COMPANY

 

/s/ William G. Popeo

Name: William G. Popeo
Title: President & CEO

EXHIBIT 7

Report of Condition of

Delaware Trust Company

of 251 Little Falls Drive, Wilmington, Delaware 19808

at the close of business March 31, 2018, filed in accordance with 5 Del. Laws, c.9, §904

 

     Dollar Amounts
In Thousands		  

ASSETS

   

Cash and balances due from depository institutions:

   

Noninterest-bearing balances and currency and coin

   

Interest-bearing balances

      2,150  

Securities:

   

Held-to-maturity securities

   

Available-for-sale securities

   

Federal funds sold and securities purchased under agreements to resell:

   

Federal funds sold in domestic offices

   

Securities purchased under agreements to resell

   

Loans and lease financing receivables:

   

Loans and leases held for sale

   

Loans and leases, net of unearned income

   

LESS: Allowance for loan and lease losses

   

Loans and leases, net of unearned income and allowance

      0  

Trading Assets

   

Premises and fixed assets (including capitalized leases)

   

Other real estate owned

   

Investments in unconsolidated subsidiaries and associated companies

   

Direct and indirect investments in real estate ventures

   

Intangible assets

   

Goodwill

   

Other intangible assets

      1,528  

Other assets

      108,481  

Total assets

      112,159  
     Dollar Amounts
In Thousands		  

LIABILITIES

   

Deposits:

   

In domestic offices

   

Noninterest-bearing

   

Interest-bearing

   

In foreign offices, Edge and Agreement subsidiaries, and IBFs

   

Noninterest-bearing

   

Interest-bearing

   

Federal funds purchased and securities sold under agreements to repurchase:

   

Federal funds purchased in domestic offices

   

Securities sold under agreements to repurchase

   

Trading liabilities

   

Other borrowed money

   

(includes mortgage indebtedness and obligations under capitalized leases)

   

Subordinated notes and debentures

   

Other liabilities

      2,484  

Total liabilities

      2,484  

EQUITY CAPITAL

   

Perpetual preferred stock and related surplus

   

Common stock

      500  

Surplus (exclude all surplus related to preferred stock)

      105,501  

Retained earnings

      3,674  

Accumulated other comprehensive income

   

Other equity capital components

   

Total institution equity capital

      109,675  

Noncontrolling (minority) interests in consolidated subsidiaries

   

Total equity capital

   
     109,675  

Total liabilities, and equity capital

      112,159  
  

 

 

  

I, Thomas C. Porth, CFO of the above-named State Non-Depository Trust Company, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate State regulatory authority and is true to the best of my knowledge and belief.

 

/s/ Thomas C. Porth

Thomas C. Porth
CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate State regulatory authority and is true and correct.

 

/s/ William G. Popeo

     

/s/ Ian R. McConnel

   
William G. Popeo      Ian R. McConnel   
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