0001104659-12-085039.txt : 20121218 0001104659-12-085039.hdr.sgml : 20121218 20121218192033 ACCESSION NUMBER: 0001104659-12-085039 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121214 FILED AS OF DATE: 20121218 DATE AS OF CHANGE: 20121218 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: 121272758 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 PEI Investments, L.P. CENTRAL INDEX KEY: 0001432719 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 121272765 BUSINESS ADDRESS: STREET 1: P.O. BOX 255 STREET 2: TRAFALGAR COURT, LES BANQUES CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 3QL BUSINESS PHONE: (212) 659-2050 MAIL ADDRESS: STREET 1: C/O KKR KPE LLC STREET 2: 9 WEST 57TH STREET, SUITE 1640 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR PEI GP LTD CENTRAL INDEX KEY: 0001432720 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 121272763 BUSINESS ADDRESS: STREET 1: P.O. BOX 255 STREET 2: TRAFALGAR COURT, LES BANQUES CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 3QL BUSINESS PHONE: (212) 659-2050 MAIL ADDRESS: STREET 1: C/O KKR KPE LLC STREET 2: 9 WEST 57TH STREET, SUITE 1640 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR PEI Associates, L.P. CENTRAL INDEX KEY: 0001432722 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 121272764 BUSINESS ADDRESS: STREET 1: P.O. BOX 255 STREET 2: TRAFALGAR COURT, LES BANQUES CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 3QL BUSINESS PHONE: (212) 659-2050 MAIL ADDRESS: STREET 1: C/O KKR KPE LLC STREET 2: 9 WEST 57TH STREET, SUITE 1640 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR 8 NA Ltd CENTRAL INDEX KEY: 0001459135 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 121272760 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET - SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET - SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Associates 8 NA L.P. CENTRAL INDEX KEY: 0001459136 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 121272761 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET - SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET - SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 8 North America Investor L.P. CENTRAL INDEX KEY: 0001459137 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 121272762 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET - SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET - SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: 8 North America Investor, L.P. DATE OF NAME CHANGE: 20090320 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: 121272757 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 Fund Holdings GP Ltd CENTRAL INDEX KEY: 0001472697 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 121272759 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 4 1 a4.xml 4 X0306 4 2012-12-14 0 0000860730 HCA Holdings, Inc. HCA 0001432719 KKR PEI Investments, L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001432722 KKR PEI Associates, L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001432720 KKR PEI GP LTD C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001459137 8 North America Investor L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001459136 KKR Associates 8 NA L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001459135 KKR 8 NA Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001472697 KKR Fund Holdings GP 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 2012-12-14 4 S 0 6091208 33.00 D 29573387.1 I Held though Hercules Holding II, LLC and KKR Millennium Fund L.P. Common Stock, par value $0.01 per share 2012-12-14 4 S 0 5652001 33.00 D 27440990.2 I Held though Hercules Holding II, LLC and KKR 2006 Fund L.P. Common Stock, par value $0.01 per share 2012-12-14 4 S 0 2583231 33.00 D 12541824.9 I Held though Hercules Holding II, LLC and KKR PEI investments, L.P. Common Stock, par value $0.01 per share 2012-12-14 4 S 0 208896 33.00 D 1014208.6 I Held though Hercules Holding II, LLC and KKR Partners III, L.P. Common Stock, par value $0.01 per share 2012-12-14 4 S 0 128236 33.00 D 622595.4 I Held though Hercules Holding II, LLC and OPERF Co-Investment LLC Common Stock, par value $0.01 per share 2012-12-14 4 S 0 622669 33.00 D 3023115.4 I Held though Hercules Holding II, LLC and 8 North America Investor, L.P. In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.01 per share (the "Common Stock"), of HCA Holdings, Inc. (the "Company") by certain selling shareholders to Morgan Stanley & Co. LLC pursuant to an underwriting agreement (the "Underwriting Agreement") and final prospectus supplement, each dated December 10, 2012, Hercules Holding II, LLC, as a selling shareholder, sold 31,746,822 shares of Common Stock of the Company at $33.00 per share. The Secondary Offering closed on December 14, 2012. Following the sale of shares of Common Stock reported herein, Hercules Holding II, LLC directly holds 231,892,365 shares of Common Stock, including all of the shares of Common Stock reported herein. The membership interests of Hercules Holding II, LLC are held by a private investor group, including affiliates of Bain Capital Partners, LLC, Kohlberg Kravis Roberts & Co. L.P. and Company founder Dr. Thomas F. Frist, Jr. KKR Millennium Fund may be deemed to indirectly beneficially own all of these shares by virtue of the membership interests it holds in Hercules Holdings II, LLC. 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 indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. 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 PEI Investments, L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. 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 Partners III, L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. 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 indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. 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 indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. 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. 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 Group Holdings L.P., KKR Group Limited and Messrs. Henry R. Kravis and George R. Roberts have made a separate Form 4 filing. (12) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR PEI Investments, L.P. (13) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR PEI Associates, L.P. (14) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR PEI GP Limited. (15) Mr. Kreider is signing in his capacity as attorney-in-fact for 8 North America Investor L.P. (16) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR Associates 8 NA L.P. (17) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR 8 NA Limited. (18) Mr. Kreider is signing in his capacity as attorney-in-fact for William J. Janetschek, director of KKR Fund Holdings GP Limited. (19) Mr. Kreider is signing in his capacity as attorney-in-fact for William J. Janetschek, chief financial officer of KKR Management LLC, the general partner of KKR & Co. L.P. (20) Mr. Kreider is signing in his capacity as attorney-in-fact for William J. Janetschek, chief financial officer of KKR Management LLC. Exhibit 24 - Power of Attorney /s/ Richard J. Kreider, KKR PEI Investments, L.P.(12) 2012-12-18 /s/ Richard J. Kreider, KKR PEI Associates, L.P.(13) 2012-12-18 /s/ Richard J. Kreider, KKR PEI GP Limited(14) 2012-12-18 /s/ Richard J. Kreider, 8 North America Investor L.P.(15) 2012-12-18 /s/ Richard J. Kreider, KKR Associates 8 NA L.P.(16) 2012-12-18 /s/ Richard J. Kreider, KKR 8 NA Limited(17) 2012-12-18 /s/ Richard J. Kreider, KKR Fund Holdings GP Limited(18) 2012-12-18 /s/ Richard J. Kreider, KKR & Co. L.P.(19) 2012-12-18 /s/ Richard J. Kreider, KKR Management LLC(20) 2012-12-18 EX-24 2 ex-24.htm EX-24

Exhibit 24

POWER OF ATTORNEY

Know all men by these presents that William J. Janetschek does hereby make, constitute and appoint Richard J. Kreider, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

	/s/ William J. Janetschek
	Name: William J. Janetschek

Date: February 1, 2010