0000899243-16-019814.txt : 20160512
0000899243-16-019814.hdr.sgml : 20160512
20160512204128
ACCESSION NUMBER: 0000899243-16-019814
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140701
FILED AS OF DATE: 20160512
DATE AS OF CHANGE: 20160512
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: HCA Holdings, Inc.
CENTRAL INDEX KEY: 0000860730
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062]
IRS NUMBER: 273865930
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: ONE PARK PLZ
CITY: NASHVILLE
STATE: TN
ZIP: 37203
BUSINESS PHONE: 6153449551
MAIL ADDRESS:
STREET 1: ONE PARK PLAZA
CITY: NASHVILLE
STATE: TN
ZIP: 37203
FORMER COMPANY:
FORMER CONFORMED NAME: HCA INC/TN
DATE OF NAME CHANGE: 20010627
FORMER COMPANY:
FORMER CONFORMED NAME: HCA THE HEALTHCARE CO
DATE OF NAME CHANGE: 20010419
FORMER COMPANY:
FORMER CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP
DATE OF NAME CHANGE: 20000502
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR & Co. L.P.
CENTRAL INDEX KEY: 0001404912
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11239
FILM NUMBER: 161645567
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: SUITE 4200
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-750-8300
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: SUITE 4200
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR Group Ltd
CENTRAL INDEX KEY: 0001472695
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11239
FILM NUMBER: 161645568
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR Management LLC
CENTRAL INDEX KEY: 0001472694
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11239
FILM NUMBER: 161645569
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR Group Holdings L.P.
CENTRAL INDEX KEY: 0001472696
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11239
FILM NUMBER: 161645570
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ROBERTS GEORGE R
CENTRAL INDEX KEY: 0001081715
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11239
FILM NUMBER: 161645571
MAIL ADDRESS:
STREET 1: 2800 SAND HILL ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KRAVIS HENRY R
CENTRAL INDEX KEY: 0001081714
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11239
FILM NUMBER: 161645572
MAIL ADDRESS:
STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO
STREET 2: 9 WEST 57TH ST
CITY: NEW YORK
STATE: NY
ZIP: 10019
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-07-01
0
0000860730
HCA Holdings, Inc.
HCA
0001081714
KRAVIS HENRY R
C/O KOHLBERG KRAVIS ROBERTS &
CO. L.P., 9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
0
0
1
0
0001081715
ROBERTS GEORGE R
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
0
0
1
0
0001472696
KKR Group Holdings L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
0
0
1
0
0001472695
KKR Group Ltd
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
0
0
1
0
0001404912
KKR & Co. L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
0
0
1
0
0001472694
KKR Management LLC
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
0
0
1
0
Common Stock, par value $0.01 per share
2014-07-01
4
J
0
541306
51.975
D
2031716.9
I
Held through Hercules Holding II, LLC and KKR PEI Investments, L.P.
Common Stock, par value $0.01 per share
2016-05-10
4
S
0
3730122
80.12
D
2337018.1
I
Held through Hercules Holding II, LLC and KKR Millennium Fund L.P.
Common Stock, par value $0.01 per share
2016-05-10
4
S
0
3461161
80.12
D
2168506.2
I
Held through Hercules Holding II, LLC and KKR 2006 Fund L.P.
Common Stock, par value $0.01 per share
2016-05-10
4
S
0
1249115
80.12
D
782601.9
I
Held through Hercules Holding II, LLC and KKR PEI Investments, L.P.
Common Stock, par value $0.01 per share
2016-05-10
4
S
0
127923
80.12
D
80147.6
I
Held through Hercules Holding II, LLC and KKR Partners III, L.P.
Common Stock, par value $0.01 per share
2016-05-10
4
S
0
78529
80.12
D
49200.4
I
Held through Hercules Holding II, LLC and OPERF Co-Investment LLC
Common Stock, par value $0.01 per share
2016-05-10
4
S
0
381309
80.12
D
238899.4
I
Held through Hercules Holding II, LLC and 8 North America Investor L.P.
Common Stock, par value $0.01 per share
2016-05-10
4
S
0
332799
80.12
D
208507
I
Held through Hercules Holding II, LLC and ASF Walter Co-Invest L.P.
Hercules Holding II, LLC ("Hercules") directly holds shares of common stock, par value $0.01 per share (the "Common Stock"), of HCA Holdings, Inc. (the "Company"), including all of the shares of Common Stock reported herein, except as set forth below. The membership interests of Hercules are held by a private investor group, including certain affiliates of Kohlberg Kravis Roberts & Co. L.P. and Company founder Dr. Thomas F. Frist, Jr. Each of such persons disclaims membership in any such group and each of such persons other than Hercules disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.
Reflects a transfer of interests in Hercules by KKR PEI Investments, L.P. to ASF Walter Co-Invest L.P.
Represents shares of Common Stock distributed by Hercules to certain of its members which shares of Common Stock are indirectly beneficially owned by such entities through their direct ownership in Hercules and which shares are subsequently being repurchased by the Company for $80.12 per share.
KKR PEI Investments, L.P. may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The sole general partner of KKR PEI Investments, L.P. is KKR PEI Associates, L.P., and the sole general partner of KKR PEI Associates, L.P. is KKR PEI GP Limited. The sole shareholder of KKR PEI GP Limited is KKR Fund Holdings L.P.
KKR Millennium Fund may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The sole general partner of the KKR Millennium Fund is KKR Associates Millennium L.P., and KKR Millennium GP LLC is the sole general partner of KKR Associates Millennium L.P. The designated member of KKR Millennium GP LLC is KKR Fund Holdings L.P.
KKR 2006 Fund L.P. may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The sole general partner of the KKR 2006 Fund L.P. is KKR Associates 2006 L.P., and the sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P.
KKR Partners III, L.P. may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The sole general partner of KKR Partners III, L.P. is KKR III GP LLC. The managers of KKR III GP LLC are Messrs. Henry R. Kravis and George R. Roberts.
OPERF Co-Investment may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The sole general manager of OPERF Co-Investment is KKR Associates 2006 L.P, and the sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P.
8 North America Investor L.P. may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The sole general partner of 8 North America Investor L.P. is KKR Associates 8 NA L.P., and the sole general partner of KKR Associates 8 NA L.P. is KKR 8 NA Limited. The sole shareholder of KKR 8 NA Limited is KKR Fund Holdings L.P.
ASF Walter Co-Invest L.P. may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The general partner of ASF Walter Co-Invest L.P. is ASF Walter Co-Invest GP Limited. The sole shareholder of ASF Walter Co-Invest GP Limited is KKR Fund Holdings L.P.
The general partners of KKR Fund Holdings L.P. are KKR Fund Holdings GP Limited and KKR Group Holdings L.P. The sole shareholder of KKR Fund Holdings GP Limited is KKR Group Holdings L.P. The sole general partner of KKR Group Holdings L.P. is KKR Group Limited. The sole shareholder of KKR Group Limited is KKR & Co. L.P. The sole general partner of KKR & Co. L.P. is KKR Management LLC. The designated members of KKR Management LLC are Henry R. Kravis and George R. Roberts.
Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, KKR Millennium Fund L.P., KKR Associates Millennium L.P., KKR Millennium GP LLC, KKR 2006 Fund L.P., KKR Associates 2006 L.P., KKR 2006 GP LLC, OPERF Co-Investment LLC, KKR Partners III, L.P., KKR III GP LLC, KKR Fund Holdings L.P., KKR PEI Investments, L.P., KKR PEI Associates, L.P., KKR PEI GP Limited, 8 North America Investor L.P., KKR Associates 8 NA L.P., KKR 8 NA Limited, KKR Fund Holdings GP Limited, ASF Walter Co-Invest L.P. and ASF Walter Co-Invest GP Limited have made a separate Form 4 filing.
(14) Mr. Gallagher is signing in his capacity as attorney-in-fact for Henry R. Kravis. (15) Mr. Gallagher is signing in his capacity as attorney-in-fact for George R. Roberts. (16) Mr. Gallagher is signing in his capacity as attorney-in-fact for William J. Janetschek, a director of KKR Group Limited, general partner of KKR Group Holdings L.P. (17) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Group Limited. (18) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, Chief Financial Officer of KKR Management LLC, the general partner of KKR & Co. L.P. (19) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, Chief Financial Officer of KKR Management LLC.
/s/ Terence P. Gallagher, Henry R. Kravis(14)
2016-05-12
/s/ Terence P. Gallagher, George R. Roberts(15)
2016-05-12
/s/ Terence P. Gallagher, KKR Group Holdings L.P.(16)
2016-05-12
/s/ Terence P. Gallagher, KKR Group Limited(17)
2016-05-12
/s/ Terence P. Gallagher, KKR & Co. L.P.(18)
2016-05-12
/s/ Terence P. Gallagher, KKR Management LLC(19)
2016-05-12