0001104659-13-012255.txt : 20130220
0001104659-13-012255.hdr.sgml : 20130220
20130220161133
ACCESSION NUMBER: 0001104659-13-012255
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130215
FILED AS OF DATE: 20130220
DATE AS OF CHANGE: 20130220
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: 13626891
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: 13626900
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: 13626898
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: 13626899
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: 13626893
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: 13626894
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: 13626896
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: 13626890
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: 13626892
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
2013-02-15
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
2013-02-15
4
S
0
9517514
35.87
D
20055873.1
I
Held though Hercules Holding II, LLC and KKR Millennium Fund L.P.
Common Stock, par value $0.01 per share
2013-02-15
4
S
0
8831251
35.87
D
18609739.2
I
Held though Hercules Holding II, LLC and KKR 2006 Fund L.P.
Common Stock, par value $0.01 per shar
2013-02-15
4
S
0
4036298
35.87
D
8505526.9
I
Held though Hercules Holding II, LLC and KKR PEI investments, L.P.
Common Stock, par value $0.01 per share
2013-02-15
4
S
0
326400
35.87
D
687808.6
I
Held though Hercules Holding II, LLC and KKR Partners III, L.P.
Common Stock, par value $0.01 per share
2013-02-15
4
S
0
200368
35.87
D
422227.4
I
Held though Hercules Holding II, LLC and OPERF Co-Investment LLC
Common Stock, par value $0.01 per share
2013-02-15
4
S
0
972920
35.87
D
2050195.4
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 Citigroup Global Markets Inc. and Barclays Capital Inc. pursuant to an underwriting agreement (the "Underwriting Agreement") and final prospectus supplement, each dated February 11, 2013, Hercules Holding II, LLC, as a selling shareholder, sold 49,691,767 shares of Common Stock of the Company at $35.87 per share. The Secondary Offering closed on February 15, 2013.
Following the sale of shares of Common Stock reported herein, Hercules Holding II, LLC directly holds 174,275,052 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.
/s/ Richard J. Kreider, KKR PEI Investments, L.P.(12)
2013-02-20
/s/ Richard J. Kreider, KKR PEI Associates, L.P.(13)
2013-02-20
/s/ Richard J. Kreider, KKR PEI GP Limited(14)
2013-02-20
/s/ Richard J. Kreider, 8 North America Investor L.P.(15)
2013-02-20
/s/ Richard J. Kreider, KKR Associates 8 NA L.P.(16)
2013-02-20
/s/ Richard J. Kreider, KKR 8 NA Limited(17)
2013-02-20
/s/ Richard J. Kreider, KKR Fund Holdings GP Limited(18)
2013-02-20
/s/ Richard J. Kreider, KKR & Co. L.P.(19)
2013-02-20
/s/ Richard J. Kreider, KKR Management LLC(20)
2013-02-20